OFFICIAL DOCUMENTS LOAN NUMBER 8826-UZ Loan Agreement (2nd Additional Financing for Energy Efficiency Facility for Industrial Enterprises Project) between REPUBLIC OF UZBEKISTAN and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN NLIBER 8826-UZ LOAN AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF UZBEKISTAN ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") for the purposes of providing additional financing for activities related to the Original Project (as defined in the Appendix to this Agreement). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.0L The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions, or in Section I of the Appendix to this Agreement. 1.03. Each reference in the General Conditions to the Project Implementing Entity shall be deemed as a reference to the Participating Bank(s). ARTICLE H - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of two hundred million United States Dollars, (US$200,000,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in Financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (0.25/o) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Variable Spread or such rate as may apply following a Conversion: subject to Section I 02(e) of the General Conditions. 2.06. The Payment Dates are May 15 and November 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement. -2- ARTICLE III - PROJECT 3 01. The Borrower declares its commitment to the objective of the Project. To this end, the Borrower shall carry out Part A of the Project through MoE and cause Part B of the Project to be carried out by the Participating Bank(s) in accordance with the provisions of Article V of the General Conditions, Schedule 2 to this Agreement and the Project Agreements. ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Events of Suspension consist of the following: (a) The Borrower has taken or permitted to be taken any action which would prevent or interfere with the performance by any of the Participating Banks of its respective obligations under the respective Project Agreement. (b) The respective Participating Bank's Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of any of the Participating Banks to perform any of its obligations under the respective Project Agreement. (c) The Operations Manual has been amended, suspended, abrogated, repealed or waived without the Bank's prior consent. 4.02. The Additional Event of Acceleration consists of the following, namely that any event specified in Section 4.01 of this Agreement occurs. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) The Subsidiary Agreements have been executed on behalf of the Borrower and the respective Participating Bank. (b) The Operations Manual satisfactory to the Bank has been updated and adopted by MoE and the Participating Banks in its revised form. (c) An opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank have been furnished to the Bank showing: (i) on behalf of each Participating Bank, that the respective Project Agreement has been duly authorized or ratified, and executed and delivered on its behalf and is legally binding upon it in accordance with its terms and all necessary governmental and corporate action; and (ii) that each respective Subsidiary Agreement has been duly authorized or ratified by the Borrower and the respective Participating Bank and is legally binding upon the Borrower and each Participating Bank in accordance with its respective terms. 5.02. The Effectiveness Deadline is the date of one hundred and twenty (120) days after the Signature Date. 5.03. For purposes of Section 9.05 (b) of the General Conditions, the date on which the obligations of the Borrower under this Agreement (other than those providing for payment obligations) shall terminate is 20 years after the Signature Date. ARTICLE VT - REPRESENTATIVE; ADDRESSES 6.01. The Borrower's Representative is its Minister of Finance. 6.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower's address is: Ministry of Finance Mustakilik Square 5 Tashkent 100008 Republic of Uzbekistan; and (b) the Borrower's Electronic Address is: Telex: Facsimile: 11 6360 1K BOL (998-71) 239-1225 (998-71) 244-5643 6.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and -4- (b) the Bank's Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) AGREED as of the Signature Date. REPUBLIC OF UZBEKISTAN By Authdi6ed Reprentative Name: DJAMISHID KUCHKAROV Title: DEPUTY PRIME MINISTER MINISTER OF FINANCE Date: MAY 17, 2018 INTERNATIONAL BANK FOR RECONSTRUCTION AND DE 0 T By Authorized Representative Name: CYRIL MnLLER Title: REGIONAL VICE PRESIDENT EUROPE AND CENTRAL ASIA Date: MAY 17, 2018 -5- SCHEDULE1 Project Description The objective of the Project is to improve energy efficiency in industrial enterprises by designing and establishing a financing mechanism for energy saving investments. The Project consists of the following parts included in the Original Project: Part A: Development of Energy Efficiency Capacity 1. Development of the energy efficiency strategy for industrial enterprises in Uzbekistan, through the provision of consulting services. 2. Development and implementation of an energy efficiency communication strategy and outreach programs, through the provision of consulting services. 3. Enhancing the energy efficiency capacity of selected industries, banks, industry banks and energy professionals, through the provision of consulting services and Training. 4. Strengthening the capacity of MoE and the PCU for Project management, coordination and monitoring and evaluation, through the provision of goods, consulting services and Training. Part B: Credit Line to Participating Banks Establishment and operation of a credit facility for the Participating Banks for the provision of Sub-loan(s) to Beneficiaries, for the purposes of enabling such Beneficiaries to finance the costs related to the carrying out of industnal energy efficiency Sub-projects. -6- SCHEDULE 2 Project Execution Section 1. Implementation Arrangements A. Institutional Arrangements I. The Borrower shall: (a) vest the overall responsibility for the coordination of the Project and the carrying out of Part A of the Project in MoE; and (b) cause the Participating Banks to carry out Part B of the Project. 2. The Borrower shall ensure that MoE and the Participating Banks shall carry out the Project in accordance with the Operations Manual and, except as the Bank shall otherwise agree, shall not amend or waive any provision of the Operations Manual. 3. For the purposes of assisting MoE in the implementation of Part A of the Project, and in order to ensure the proper coordination of the execution of Part B of the Project, the Borrower shall maintain, within MoE and throughout the duration of the Project, the PCU with adequate resources and facilities, and professional staff in adequate numbers whose qualifications, experience and terms of reference shall be acceptable to the Bank. 4. For the purposes of assisting the Participating Banks in the implementation of Part B of the Project, the Borrower shall cause each Participating Bank to establish (as applicable) and thereafter maintain, throughout the duration of the Project, a PIU within each Participating Bank, with adequate resources and facilities, and professional staff in adequate numbers whose qualifications, experience and terms of reference shall be acceptable to the Bank. B. Subsidiary Agreement 1. To facilitate the carrying out of each Participating Bank's respective part of the Project, the Borrower shall make part of the proceeds of the Loan available to each Participating Bank in accordance with on-lending terms set forth in an individual subsidiary agreement between the Borrower represented, respectively, by MoF and MoE, and each of the Participating Banks, under terms and conditions approved by the Bank (collectively the "Subsidiary Agreements") which shall include, inter alia, the following terms and conditions: (a) the principal amount of the Sub-financing shall be in Dollars and shall have a maturity of up to twenty-five (25) years, including a grace period of five (5) years; (b) interest shall be charged, on the pnncipal amount thereof withdrawn and outstanding from time to time, at a rate equal to 6-month L[BOR plus an on-lending margin reflecting the admimstrative costs and risk margin of the MoF as set forth in the Operations Manual; (c) the commitment charge on the unwithdrawn Sub-financing balance shall be payable at the rate set forth in Section 2.04 of the Loan Agreement; (d) the Participating Bank shall provide a minimum equivalent to 25% of the amount of the Sub-financing for co-Loan the Sub-projects; and (e) the Participating Bank shall utilize the proceeds of the Sub-financing in accordance with this Agreement and the Project Agreements, and the Subsidiary Agreements. 2. The Borrower shall exercise its rights and carry out its obligations under the Subsidiary Agreements in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate, waive or fail to enforce any the Subsidiary Agreement or any of its provisions. 3. The Borrower shall cause the Participating Banks to provide sufficient information to potential Beneficiaries regarding the proposed Sub-loans. 4. The Borrower shall, unless agreed otherwise with the Bank, ensure that the aggregate amount of Sub-loans provided by one or more Participating Bank out of the proceeds of the Loan shall not exceed, respectively: (a) ten million Dollars (US$10,000,000) equivalent to any individual Beneficiary; and (b) thirty million Dollars (US$30,000,000) equivalent to any group of connected Beneficianes. C. Sub-projects I. The Borrower shall cause the respective Participating Bank to make Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations Manual. 2. For the purposes of carrying out Part B of the Project, the Borrower shall cause each Participating Bank to: (a) make each Sub-loan under a Sub-loan Agreement with the respective Beneficiary on terms and conditions satisfactory to the Bank as set forth in the Operations Manual, including, without limitation, the terms and conditions set forth in the Schedule to the Project Agreement; (b) exercise its rights under each Sub-loan Agreement in such manner as to accomplish the purposes of the Project and to protect its interests and those of the Borrower and the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan. or declare to be immediately due and payable all or any part of the amount of the Sub- loan then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Sub-loan Agreement: and -8- (it) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to borrowers of Loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the Sub-project; (C) procure the goods, works and services to be financed out of the Sub-loan in accordance with the provisions of the Operations Manual; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project as set forth in the Operations Manual; and (2) have such financial statements audited by independent auditors as set forth in the Operations Manual, in accordance with consistently applied auditing standards as set forth in the Operations Manual, and promptly furnish the statements as so audited to the respective Participating Bank and the Borrower; (F) enable the respective Participating Bank, the Borrower and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the respective Participating Bank, the Borrower and the Bank all such information as the respective Participating Bank, the Borrower or the Bank shall reasonably request relating to the foregoing; (c) appraise Sub-projects and supervise, monitor and report on the carrying out thereof by the Beneficiaries, in accordance with the Operations Manual; (d) ensure that each Sub-project shall comply with environmental and social safeguard review procedures set forth in the Operations Manual, as well as with the ESMF; and (e) include in the Sub-loan Agreement that the Sub-project shall not involve any involuntary resettlement or land acquisition. -9- 3. Except as the Bank shall otherwise agree, the Borrower shall cause the respective Participating Bank shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions- D. Safeguards I. The Borrower shall cause the respective Participating Bank to: (i) take all necessary measures to implement the Project in accordance with the Operations Manual, the Environmental and Social Management Framework (ESMF) and the Environmental Management Plans (EMPs), and shall not amend, suspend, abrogate, repeal or the ESMF ancor the EMPs, without prior approval of the Bank; (ii) ensure that no Sub-project shall involve any involuntary resettlement or land acquisition; and (iii) ensure that adequate information on the implementation of the ESMF and the EMPs is suitably included in the Project Reports. 2. The Borrower shall ensure that the Participating Bank shall not finance any Sub- project with a Sub-loan unless: (i) the Sub-project has been screened and approved by the Participating Bank in accordance with the provisions of the Operations Manual and the ESMF; and (ii) as the case may be, the Sub-project has been subjected to an environmental analysis and its environmental impacts have been addressed in a manner satisfactory to the Participating Bank in accordance with the provisions of the Operations Manual and the ESMF. Section II. Project Monitoring Reporting and Evaluation The Borrower shall furnish to the Bank each Project Report not later than one month after the end of each calendar semester, covering the calendar semester. Section [II. Withdrawal of Loan Proceeds A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to Finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: - [0- Category Amount of the Loan Percentage of Allocated Expenditures to be (expressed in USD) financed (exclusive of Taxes other than Withheld Taxes) (1) Goods, non- 1,000,000 100% consulting services, consulting services, Training and Incremental Operating Costs for Parts A.2, A.3 and A.4 of the Project (2) Sub-loans for Sub- 199,000,000 75% projects under Part B of the Project TOTAL AMOUNT 200,000,000 B. Withdrawal Conditions; Withdrawal Period. 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made from the Loan Account for payment made prior to the Signature Date and until the Bank has received payment in full of the Front-End Fee. 2. . The Closing Date is January 31, 2023. Section IV. Other Undertakings Participating Banks A. The Borrower shall ensure that each Participating Bank shall remain in full compliance with all prudential norms and regulations of the Central Bank of the Borrower, in particular as regards to: (1) capital adequacy; (2) asset quality; (3) management and governance; (4) liquidity; and (5) profitability and efficiency. B. 1. Unless otherwise agreed with the Bank, the Borrower shall ensure that the Participating Banks shall maintain compliance with the following criteria: (a) the net loans- to-total deposits shall be below 200%; (b) maintaining a positive return on the assets; (c) the non-performing loans shall be below 10% of gross loans excluding state guaranteed loans; and (d) the non-performing Sub-loans under the Project shall be below 10% or less than 3 Sub-loans. 2. For purposes of paragraph B. I above: (a) the term "net loans" means total volume of loan exposure minus provisions to cover possible losses; (b) the term "total deposits" means total volume of all deposits of the customers including the state organizations, social organizations, legal entities and individuals; (c) the term "return on assets" means ratio of net profit to average weighted balance of assets; (d) the term "non-performing loans" means impaired loans according to international financial reporting standards (IFRS) minus loan impairment provisions; and (e) the term "state guaranteed loans" means loans provided under the guarantee of the Republic of Uzbekistan. C. The Borrower shall promptly inform the Bank of any adverse change in the condition of any of the Participating Banks from that prevailing as of the date of this Agreement so as to materially and adversely affect the ability of the Participating Bank to perform any of its obligations under the respective Project Agreement, or to repay the Sub- Loan pursuant to the terms of the Subsidiary Agreement. Amendment to the Additional Financing Agreement D. The Additional Financing Agreement is amended as follows: 1. The Schedule 1 of the Additional Financing Agreement is modified to read as set forth in the Schedule I to this Agreement. - 12 - SCHEDULE 3 Level Principal Repayments Principal Payment Date Installment Share On each May 15 and November 15 Beginning May 15, 2023 2.50% through November 15, 2042 - 13 - APPENDIX Definitions "Additional Financing Agreement" means the Financing Agreement (Credit No. 5241-UZ) between the Borrower and the International Development Association for the Original Project, dated July 18, 2013, as such agreement may be amended from time to time. 2. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 3. "ASAIKA Bank" means the State Joint-Stock Commercial Bank "ASAKA" (Joint- Stock Company) duly established by virtue of the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan No.424 dated November 11, 1995, and duly operating in the Republic of Uzbekistan by virtue of the Charter approved by the Minutes No.1 dated June 30, 2014 of the General Meeting of Shareholders and registered by the Central Bank of the Republic of Uzbekistan on August 11, 2014 under registration No.53- License No.53 for carrying out banking operations issued by the Central Bank of Uzbekistan on October 21, 2017 (collectively referred to as "ASAKA Bank Legislation"), or any successor thereto. 4. "ASIA ALLLANCE BANK" means The Joint-Stock Commercial Bank -ASIA ALLIANCE BANK", duly established by virtue of the Constitutive Agreement dated December 25, 2008, and operating in the Republic of Uzbekistan by virtue of the Charter (a new addition) approved by the Minutes dated January 31, 2017 of the Extraordinary General Meeting of Shareholders and registered by the Central Bank of the Republic of Uzbekistan on March 10, 2017 under Registration No.79; License No.79 for carrying out banking operations issued by the Central Bank of the Republic of Uzbekistan on October 21, 2017 (collectively referred to as "ASIA ALLIANCE BANK Legislation"), or any successor thereto; c5. "Beneficiary" means an industrial enterprise duly established and operating in the Republic of Uzbekistan which has met the eligibility criteria specified in the Operations Manual, and to which or for whose benefit a Sub-loan is made or proposed to be made; and the term "Beneficiaries" means, collectively, all such Beneficiaries. 6. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 7. "Category A Subproject" means a Sub-project which requires a full environmental impact assessment pursuant to the provisions of the Operations Manual. - 14 - 8. "EMP(s)" means the environmental management plan(s) to be prepared by a Beneficiary in accordance with the Environmental and Social Management Framework, to define: (i) the measures to eliminate, mitigate or offset any adverse environmental impacts of its Sub-project; and (ii) the actions needed to implement such measures. 9 "Environmental and Social Management Framework" means the environmental and social management framework prepared and adopted by the Borrower for the purposes of the Project dated November 28, 2017, acceptable to the Bank, describing: (i) the procedures, principles and guidelines to screen all Sub-projects proposed for financing under the Project; and (ii) in case such screening shall reveal that a Sub-project may have any negative environmental impact, the procedures, principles and guidelines which shall be complied with in order to prepare an environmental assessment and to address the environmental impacts of such Sub-project through mitigation measures and/or an EMP, as appropriate, as such framework may be amended from time to time with the prior agreement of the Bank. 10. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for [BRD Financing, Investment Project Financing", dated July 14, 2017. I. "HAMKORBANK" means the "HAMKORBANK" Open Joint Stock Commercial Bank, duly established by virtue of the Constitutive Agreement dated January 14, 1991, and operating in the Republic of Uzbekistan by virtue of the Charter approved by the Minutes dated July 30, 2008 of the General Meeting of Shareholders and registered by the Central Bank of the Republic of Uzbekistan on August 21, 2008 under Registration No.64; License No.64 for carrying out banking operations issued by the Central Bank of the Republic of Uzbekistan on December 24, 2007 (collectively referred to as "HAMKORBANK Legislation"), or any successor thereto. 12. "Incremental Operating Costs" means the expenditures incurred by the PCU for the purpose of Project implementation on account of PCU support staff salaries, office supplies, office equipment maintenance and repair, rental of vehicles, communication services and translation services, other miscellaneous costs directly associated with the Project implementation, all based on periodic budgets acceptable to the Bank. 11 "INVEST FINANCE BANK' mcans the Joint Stock Conunercial Bank "Invest Finance Bank", duly established by virtue of the resolution in Minutes No.2 of the General Meeting of Founders dated October 26, 2007 and duly operating in the Republic of Uzbekistan by virtue of the Charter that was also approved by the Minutes No. 2 dated October 26, 2007 of the General Meeting of Founders and registered by the Central Bank of the Republic of Uzbekistan on December 24, - 15 - 2007 under registration No. 75; License No. 75 for carrying out banking operations issued by the Central Bank of Uzbekistan on October 21, 2017 (referred to as "INVEST FINANCE BANK Legislation"), or any successor thereto; 14. "MoE" means the Ministry of Economy of the Borrower or any successor thereto. 15. "MoF" means the Ministry of Finance of the Borrower or any successor thereto. 15. "Operations Manual" means the Project operations manual adopted by the Borrower in connection with the Original Project dated July 20, 2013, as updated, acceptable to the Bank, and setting forth, inter alia: (a) the eligibility criteria and the operational and administrative procedures in respect of the preparation, processing, financing implementation and supervision of Sub-projects, (b) the model form of the Sub-loan Agreement(s); and (c) the financial management, procurement, Anti-Corruption Guidelines, disbursement, environmental management, monitoring and evaluation, and reporting arrangements for the Project, as said manual may be amended from time to time with approval of the Bank, and such term includes any schedules to the Operations Manual. 16. -Original Financing Agreement" means the Financing Agreement (Credit No. 4745-UZ) between the Borrower and the International Development Association for the Project, dated August 18, 2011, as such agreement may be amended from time to time. 17. "Original Project" means the Project described in Schedule 1 to the original Financing Agreement as amended pursuant to Additional Financing Agreement . 18. "Participating Banks" means collectively: (a) the ASAKA Bank; (b) the HAMKORBANK, (c) the UZPROMSTROYBANK, (d) INVEST FINANCE (InFin) BANK, and (e) ASIA ALLIANCE BANK, and "Participatmg Bank" means individually any one of these banks. 19. "Participating Bank's Legislation" means the legislation governing the establishment and operation of the Participating Banks, namely: (a) ASAKA Bank Legislation with regard to ASAKA Bank; (b) HAMKORBANK Legislation with regard to HAMKORBANK; (c) UZPROMSTROYBANK Legislation with regard to UZPROMSTROYBANK, (d) INVEST FINANCE BANK Legislation with regard to INVESTMENT FINANCE BANK, and (e) ASIA ALLIANCE BANK Legislation with regard to ASIA ALLIANCE BANK. 20. "Procurement Regulations" means for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017. -16- 21. "PCU" means the Project Coordination Unit established by the Borrower within MoE on January 11, 2012 for the purposes of the management of Part A of the Project and overall Project coordination as referred to in Section I.A.3 of Schedule 2 to this Agreement. 22. "P[U" means the Project Implementation Unit established within each Participating Bank for the purposes of the coordination and implementation of Part B of the Project and referred to in Section I.A.4 of Schedule 2 to this Agreement. 23. "Project Agreement(s)" means the agreement(s) between the Bank and each Participating Bank of even date herewith, as the same may be amended from time to time; and such terms includes all schedules and agreements supplemental to the respective Project Agreement. 24. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 25 "Soum" means the national currency of the Borrower. 26. -Sub-financing" means part of the proceeds of the Loan made available to each Participating Bank pursuant to the terms and conditions of the respective Subsidiary Agreement. 27. "Sub-loan" means a loan made or proposed to be made out of the proceeds of the Loan by a Participating Bank to a Beneficiary for the purpose of financing the expenditures incurred for goods, works and services for carrying out a Sub-project; and the term -Sub-loans" means, collectively, all such Sub-loans. 28 "Sub-loan Agreement" means the agreement to be entered into between a Participating Bank and a Beneficiary for purposes of providing a Sub-loan pursuant to Section I.C of Schedule 2 to this Agreement, and paragraph B.3 of Section I of the Schedule to the Project Agreement, as the same may be amended from time to time with the prior agreement of the Bank; and "Sub-loan Agreements" means, collectively, all of said Sub-loan Agreements. 29. -Sub-project" means an industrial energy efficiency investment to be carried out under the Project, and eligible for financing under a Sub-loan in accordance with the procedures and eligibility criteria referred to in Section I.C of Schedule 2 to this Agreement and paragraph B of Section I of the Schedule to the Project Agreement as set forth in the Operations Manual; and the term "Sub-projects" means, collectively, all such Sub-projects. - 17- 30. -Subsidiary Agreement" means the agreement referred to in Section L.B of Schedule 2 to this Agreement pursuant to which the Borrower shall make part of the proceeds of the Loan available to each Participating Bank. 31 Training" means expenditures, as approved by the Bank, on the basis of budgets and plans prepared by the PCU, and revised annually, satisfactory to the Bank, and incurred in connection with Project-related training, workshops, seminars, conferences, and study tours, including travel costs and per-diem allowances for the trainees and the trainers, rental of conference facilities for training, and other training-related activities and expenditures as may be agreed with the Bank from time to time. 32. "UZPROMSTROYBANK" means the "Uzbek Industrial and Construction Bank" Open Joint-Stock Commercial Bank duly established by virtue of the Constitutive Agreement dated April 23, 1991, and duly operating in the Republic of Uzbekistan by virtue of the Charter approved by the Minutes No.22 dated April 24, 2009 of the General Meeting of Shareholders and registered by the Central Bank of the Republic of Uzbekistan on June 9, 2009 under registration No. 17; License No. 17 for carrying out banking operations issued by the Central Bank of the Republic of Uzbekistan on October 21, 2017 (collectively referred to as "UZPROMSTROYBANK Legislation"), or any successor thereto. 34. *Withheld Taxes" means the following taxes withheld at source: taxes for social charges; income taxes for residents and non-residents; and custom registrations duties withheld at the source.