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CONFORMED COPY
GEF TRUST FUND GRANT NUMBER TF028500
Global Environment Facility 
Trust Fund
Grant Agreement
(Tana River Primate National Reserve Conservation Project)
between the 
REPUBLIC OF KENYA
and the
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
acting as an Implementing Agency of the Global Environment Facility
Trust Fund
Dated February 25, 1997
GEF TRUST FUND GRANT NUMBER TF028500
GLOBAL ENVIRONMENT FACILITY TRUST FUND GRANT AGREEMENT
AGREEMENT, dated February 25, 1997, between the REPUBLIC OF KENYA (the 
Recipient) and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) 
acting as an implementing agency of the Global Environment Facility (GEF) in respect 
of grant funds provided to the Global Environment Facility Trust Fund (GEF Trust Fund) 
by certain members of the Bank as participants of the GEF.
WHEREAS: (A) the Bank, pursuant to Resolution No. 91-5 of March 14, 1991 of its 
Executive Directors (the Resolution), established the GEF to assist in the protection 
of the global environment and promote thereby environmentally sound and sustainable 
economic development;
(B)
following the restructuring of the GEF, such arrangements are continued 
in place on the basis set forth in Resolution No. 94-2 of May 24, 1994 of the 
Executive Directors of the Bank, establishing the GEF Trust Fund;
(C)
the Recipient, having satisfied itself as to the feasibility and priority 
of the Project described in Schedule 2 to this Agreement, has requested assistance 
from the resources of the GEF Trust Fund in the financing of the Project, and the Bank 
has determined that such assistance would be in accordance with the provisions of 
Resolution No. 94-2 referred to above;
(D)
the Project will be carried out by the Kenya Wildlife Service (KWS) with 
the Recipient’s assistance and, as part of such assistance, the Recipient will make 
available to KWS the proceeds of the GEF Trust Fund Grant as provided in this 
Agreement; and
WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to 
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extend a GEF Trust Fund Grant (the Grant) to the Recipient upon the terms and 
conditions set forth in this Agreement;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
Section 1.01. The following provisions of the General Conditions Applicable to 
Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the 
modifications set forth in paragraph (b) of this Section (the General Conditions), 
constitute an integral part of this Agreement:
(i)
Article I;
(ii)
Sections 2.01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (15), 
(18) and (20), 2.02 and 2.03;
(iii)
Section 3.01;
(iv)
Section 4.01 and the first sentence of Section 4.09;
(v)
Article V;
(vi)
Sections 6.01, 6.02 (c), (d), (e), (f), (i) and (k), 6.03, 6.04 
and 6.06;
(vii)
Section 8.01 (b);
(viii)Sections 9.01 (a) and (c), 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09;
(ix)
Sections 10.01, 10.03 and 10.04;
(x)
Article XI; and
(xi)
Sections 12.01 (c), 12.03 and 12.04.
(b)
The General Conditions are modified as follows:
(i)
a new paragraph shall be added to the end of Section 2.01 to read 
as follows: "the term "Special Drawing Rights" and the symbol 
"SDR" mean special drawing rights as valued by the International 
Monetary Fund in accordance with its Articles of Agreement";
(ii)
the term "Bank," wherever used in the General Conditions, other 
than in Sections 2.01 (8) and 6.02 (f) thereof and the last use of 
such term in Section 5.01 thereof, means the Bank acting as an 
implementing agency of the GEF except that in Section 6.02, the 
term "Bank" shall also include the Bank acting in its own 
capacity;
(iii)
the term "Borrower," wherever used in the General Conditions, 
means the Recipient;
(iv)
the term "Loan Agreement," wherever used in the General 
Conditions, means this Agreement;
(v)
the term "Loan" and "loan," wherever used in the General 
Conditions, means the Grant;
(vi)
the term "Loan Account," wherever used in the General Conditions, 
means the Grant Account; 
(vii)
the second sentence of Section 5.01 is modified to read: "Except 
as the Bank and the Recipient shall otherwise agree, no 
withdrawals shall be made: (a) on account of expenditures in the 
territory of any country which is not a member of the Bank or for 
goods produced in, or services provided from, any such territory, 
or (b) for the purpose of any payment to persons or entities, or 
for any import of goods, if such payment or import, to the 
knowledge of the Bank, is prohibited by a decision of the United 
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Nations Security Council taken under Chapter VII of the Charter of 
the United Nations;" and
(viii) a new subparagraph is added after subparagraph (j) in Section 6.02 of the 
General Conditions as follows: "an extraordinary situation shall have arisen in which 
any further disbursement under the Grant would exceed the resources available for 
disbursement from the GEF Trust Fund."
Section 1.02. Wherever used in this Agreement, unless the context otherwise 
requires, the several terms defined in the General Conditions and in the Recitals to 
this Agreement have the respective meanings therein set forth, and the following terms 
have the following meanings:
(a)
"Community Wildlife Program" means the program adopted by KWS which aims 
to reduce conflicts between wildlife and the community;
(b)
"Community Action Plan" means the five-year plan of high priority 
Microprojects prepared by each village living in or adjacent to the Tana River Primate 
National Reserve;
(c)
"KWS" means the Kenya Wildlife Service, a public corporation established 
under the Recipient’s Wildlife Conservation Act, Chapter 376;
(d)
"Microprojects" means small-scale activities, to be carried out under 
Part B of the Project, which are developed by communities in or adjacent to the Tana 
River Primate National Reserve to address natural resource management problems, 
including social infrastructure, social activities and other income-generating 
activities;
(e)
"Project Agreement" means the agreement of even date herewith between the 
Bank and KWS as such agreement may be amended from time to time, and such term 
includes all schedules and agreements supplemental to the Project Agreement;
(f)
"Project Implementation Manual" means the manual to be adopted by KWS 
pursuant to Section 6.01 (e) of this Agreement, containing, inter alia, details on 
Project implementation, including procedures and guidelines for the administration, 
promotion, appraisal and supervision of Microprojects;
(g)
"Special Account" means the account referred to in Section 2.02 (b) of 
this Agreement;
(h)
"Subsidiary Grant Agreement" means the agreement to be entered into 
between the Recipient and KWS pursuant to Section 3.01 (b) of this Agreement, as the 
same may be amended from time to time, and such term includes any schedules thereto; 
and
(i)
"TRPNR" means the Tana River Primate National Reserve.
ARTICLE II
The Grant
Section 2.01. The Bank agrees to make the Grant available to the Recipient, on 
the terms and conditions set forth or referred to in this Agreement, in an amount in 
various currencies equivalent to four million four hundred thousand Special Drawing 
Rights (SDR 4,400,000) .
Section 2.02. (a) The amount of the Grant may be withdrawn from the Grant 
Account in accordance with the provisions of Schedule 1 to this Agreement for 
expenditures made (or, if the Bank shall so agree, to be made) in respect of the 
reasonable cost of works, goods and services required for carrying out the Project and 
to be financed out of the proceeds of the Grant.
(b)
The Recipient may, for the purposes of the Project, open and maintain in 
dollars a special deposit account (the Special Account) in a commercial bank on terms 
and conditions satisfactory to the Bank, including appropriate protection against set 
off, seizure or attachment. Deposits into, and payments out of, the Special Account 
shall be made in accordance with the provisions of Schedule 3 to this Agreement.
Section 2.03. The Closing Date shall be June 30, 2001 or such later date as the 
Bank shall establish. The Bank shall promptly notify the Recipient of such later date.
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ARTICLE III
Execution of the Project
Section 3.01. (a) The Recipient declares its commitment to the objectives of the 
Project, as set forth in Schedule 2 to this Agreement, and, to this end, without any 
limitation or restriction upon any of its other obligations under this Agreement, 
shall cause KWS to perform, in accordance with the provisions of the Project 
Agreement, all the obligations of KWS therein set forth, shall take or cause to be 
taken all action, including the provision of funds, facilities, services and other 
resources, necessary or appropriate to enable KWS to perform such obligations, and 
shall not take or permit to be taken any action which would prevent or interfere with 
such performance.
(b)
The Recipient shall make the proceeds of the Grant available to KWS as a 
grant under an agreement (the Subsidiary Grant Agreement) to be entered into between 
the Recipient and KWS, under terms and conditions which shall have been approved by 
the Bank.
(c)
The Recipient shall exercise its rights under the Subsidiary Grant 
Agreement in such manner as to protect the interests of the Recipient and the Bank and 
to accomplish the purposes of the Grant, and, except as the Bank shall otherwise 
agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Grant 
Agreement or any provision thereof.
Section 3.02. Except as the Bank shall otherwise agree, procurement of the 
goods, works and consultants' services required for the Project and to be financed out 
of the proceeds of the Grant shall be governed by the provisions of Schedule 1 to the 
Project Agreement.
Section 3.03. The Recipient and the Bank agree that the obligations set forth in 
Sections 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09 of the General Conditions (relating to 
insurance, use of goods and services, plans and schedules, records and reports, 
maintenance and land acquisition, respectively) shall be carried out by KWS pursuant 
to Section 2.03 of the Project Agreement.
Section 3.04. The Recipient shall participate in the midterm review referred to 
in Section 2.07 of the Project Agreement and shall ensure that KWS shall implement the 
Project in accordance with agreements reached during said review.
Section 3.05. The Recipient shall, before carrying out any development project 
upstream on the Tana River:
(a)
carry out, in consultation with the Bank, an environmental impact 
assessment on the proposed development project to assess whether such development 
project will have a serious and irreversible impact on the ecology of TRPNR; and
(b)
implement any mitigation plan resulting from the environmental impact 
assessment referred to in paragraph (a) of this Section, in consultation with the Bank 
and other interested parties.
ARTICLE IV
Financial Covenants
Section 4.01. (a) For all expenditures with respect to which withdrawals from 
the Grant Account were made on the basis of statements of expenditure, the Recipient 
shall:
(i)
maintain or cause to be maintained, in accordance with sound 
accounting practices, records and accounts reflecting such 
expenditures;
(ii)
ensure that all records (contracts, orders, invoices, bills, 
receipts and other documents) evidencing such expenditures are 
retained until at least one year after the Bank has received the 
audit report for the fiscal year in which the last withdrawal from 
the Grant Account was made; and
(iii)
enable the Bank’s representatives to examine such records.
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(b)
The Recipient shall:
(i)
have or cause to have the records and accounts referred to in 
paragraph (a) of this Section, including those for the Special 
Account, audited for each fiscal year in accordance with 
appropriate auditing principles consistently applied by 
independent auditors acceptable to the Bank;
(ii)
furnish or cause to be furnished to the Bank as soon as available, 
but in any case not later than six months after the end of each 
such year, the report of such audit by said auditors, of such 
scope and in such detail as the Bank shall have reasonably 
requested, including a separate opinion by said auditors as to 
whether the statements of expenditures submitted during such 
fiscal year, together with the procedures and internal controls 
involved in their preparation, can be relied upon to support the 
related withdrawals; and
(iii)
furnish or cause to be furnished to the Bank such other 
information concerning said records and accounts and the audit 
thereof as the Bank shall from time to time reasonably request.
ARTICLE V
Remedies of the Bank
Section 5.01. Pursuant to Section 6.02 (k) of the General Conditions, the 
following additional events are specified:
(a)
KWS shall have failed to perform any of its obligations under the Project 
Agreement;
(b)
as a result of events which shall have occurred after the date of this 
Agreement, an extraordinary situation shall have arisen which shall make it improbable 
that KWS will be able to perform such obligations under the Project Agreement;
(c)
the legal status or any law or regulation governing the organization or 
operations of KWS shall have been amended, suspended, abrogated, repealed or waived so 
as to affect materially and adversely the ability of KWS to perform its obligations 
under the Project Agreement; and
(d)
the Recipient or any other authority having jurisdiction shall have taken 
any action for the dissolution or disestablishment of KWS or for the suspension of its 
operations.
ARTICLE VI
Effectiveness; Termination
Section 6.01. The following events are specified as conditions to the 
effectiveness of this Agreement:
(a)
the Subsidiary Grant Agreement has been executed on behalf of the 
Recipient and KWS;
(b)
KWS has furnished to the Bank a report, satisfactory to the Bank, 
comprising a census and land-use survey of communities within and adjacent to the Tana 
River Primate National Reserve;
(c)
KWS has furnished to the Bank monitoring and evaluation indicators for 
evaluating the impact of the community program under Part B of the Project;
(d)
KWS has established the Project Steering Committee and the Community 
Program Advisory Committee, with membership and terms of reference satisfactory to the 
Bank; and 
(e)
KWS has adopted the Project Implementation Manual satisfactory to the 
Bank.
Section 6.02. The date ninety (90) days after the date of this Agreement is 
hereby specified for the purposes of Section 12.04 of the General Conditions.
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Section 6.03. This Agreement shall continue in effect until the Grant has been 
fully disbursed and the parties to this Agreement have fulfilled all their obligations 
hereunder.
ARTICLE VII
Representative of the Recipient; Addresses
Section 7.01. The Minister of the Recipient responsible for finance is 
designated as representative of the Recipient for the purposes of Section 11.03 of the 
General Conditions.
Section 7.02. The following addresses are specified for the purposes of Section 
11.01 of the General Conditions:
For the Recipient:
Ministry of Finance
P.O. Box 30007
Nairobi, Kenya
Cable address:
Telex:
FINANCE
2282 MINFIN
Nairobi
Nairobi
For the Bank:
International Bank for
  Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
INTBAFRAD
197688 (TRT),
Washington, D.C.
248423 (RCA),
 64145 (WUI), or
 82987 (FTCC)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, have caused this Agreement to be signed in their respective names in 
the District of Columbia, United States of America, as of the day and year first above 
written.
REPUBLIC OF KENYA
By /s/ Benjamin Kipkorir
Authorized Representative
INTERNATIONAL BANK FOR
   RECONSTRUCTION AND DEVELOPMENT
acting as an Implementing Agency of the
Global Environment Facility Trust Fund
By /s/ Callisto Madavo
Regional Vice President
Africa
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SCHEDULE 1
Withdrawal of the Proceeds of the Grant
1.
The table below sets forth the Categories of items to be financed out of the 
proceeds of the Grant, the allocation of the amounts of the Grant to each Category and 
the percentage of expenditures for items so to be financed in each Category:
Amount of the
Grant Allocated
   % of
(Expressed in 
Expenditures
Category
SDR Equivalent)
to be Financed
(1)
Civil works
590,000
100% of foreign
expenditures and
90% of local
expenditures
(2)
Vehicles and equipment
310,000
100% of foreign
expenditures and
90% of local
expenditures
(3)
Consultants’ services 1,010,000
100%
and training
(4)
Goods, works and
    1,540,000 95% of the cost
services for
of the Microproject
Microprojects
(5)
Relocation Assistance
280,000
100%
(6)
Operating costs
590,000
80%
(7)
Unallocated
 80,000
TOTAL
    4,400,000
2.
For the purposes of this Schedule:
(a)
the term "foreign expenditures" means expenditures in the currency of any 
country other than that of the Recipient for goods or services supplied from the 
territory of any such country;
(b)
the term "local expenditures" means expenditures in the currency of the 
Recipient or for goods or services supplied from the territory of the Recipient;
(c)
the term "operating costs" means the incremental costs incurred by KWS in 
carrying out the Project, including operation and maintenance of buildings, office 
space, aircraft, vehicles, including fuel and lubricants, and field allowances; and
(d)
the term "voluntary relocation assistance" means legal, financial, 
technical assistance, and other costs to identify, acquire and relocate to alternative 
land and to increase its productivity in a sustainable manner.
3.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made in respect of payments made for:
(a)
expenditures prior to the date of this Agreement except that withdrawals 
in an aggregate amount not exceeding the equivalent of SDR 220,000 may be made in 
respect of Categories (3), (4), and (6) on account of payments made for expenditures 
before that date, but after August 1, 1995;
(b)
expenditures under Category (5) unless a social impact assessment, 
referred to in Section 2.06 of the Project Agreement, reviewing, inter alia, the 
availability and suitability of land, has been carried out by KWS to the satisfaction 
of the Bank; and
(c)
expenditures under Category (4) unless the terms and conditions specified 
in paragraphs 4 and 5 of Schedule 2 to the Project Agreement have been met.
4.
The Bank may require withdrawals from the Grant Account to be made on the basis 
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of statements of expenditure for expenditures for: (a) goods under contracts not 
exceeding $50,000 equivalent, (b) works under contracts not exceeding $50,000 
equivalent, (c) services with consulting firms under contracts not exceeding $100,000 
equivalent, (d) expenditures for individual consultants under contracts not exceeding 
$50,000 equivalent, (e) operating costs, (f) local training, and (g) relocation 
assistance, all under such terms and conditions as the Bank shall specify by notice to 
the Recipient.
SCHEDULE 2
Description of the Project
The objectives of the Project are to support the conservation by the Recipient 
of its Tana River Primate National Reserve (TRPNR) and surrounding areas, a unique and 
biologically diverse community, through the strengthening of the capacity of KWS to 
manage and protect the area and its flora and fauna, the promotion of greater 
community involvement in conservation, the carrying out of research to define and 
quantify threats to the environment and the maintaining of close monitoring systems to 
enable the application of corrective measures.
The Project consists of the following parts, subject to such modifications 
thereof as the Recipient and the Bank may agree upon from time to time to achieve such 
objectives
Part A:
Reserve Management
1.
Development and implementation by KWS of a comprehensive plan for the management 
of the resources of the TRPNR. 
2.
Improvement of KWS’ management facilities, including the strengthening of 
security within and around the TRPNR.
Part B:
Community Conservation and Development
1.
Enhancement of the Community Wildlife Program of KWS, including activities to 
gain local support for and cooperation in conservation efforts, assistance to 
communities in developing activities and enterprises enabling them to benefit directly 
from sustainable utilization of the resources of the area and mechanisms for 
communities to participate in the aspects of reserve management that affect their 
lives and livelihood.
2.
Provision of support to communities through the development and financing of 
Microprojects that support the TRPNR conservation through: (a) development of 
alternative sources of income and materials to decrease dependence on and exploitation 
of the area, and (b) other community development activities for increasing community 
welfare, educational and employment opportunities.
3.
Training of community members in identification, preparation and implementation 
of Microprojects.
4.
Establishment of an endowment fund to provide support for community conservation 
and development activities.
5.
Educating community members in reserve conservation.
6.
Provision of legal, technical and financial assistance for the voluntary 
resettlement of persons willing to leave the TRPNR.
Part C:
Research and Monitoring
1.
Carrying out research activities and studies as follows:
(a)
monitoring primate populations, genetics and habitat parameters;
(b)
conducting baseline surveys and monitoring of flora and fauna;
(c)
carrying out studies and monitoring of the Tana River hydrological system 
and its ecological effects;
(d)
conducting studies to establish levels of sustainable use for forest 
products;
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(e)
carrying out studies of methods of promotion and facilitating 
community-based conservation of remaining forest patches outside the perimeter of the 
TRPNR; and
(f)
carrying out pilot trials of forest restoration.
2.
Training
Training of KWS staff and staff of National Museum of Kenya and community 
partners, as needed, for effective implementation of research and monitoring 
activities, and research and pilot trials of forest restoration.
**
*
The Project is expected to be completed by December 31, 2000.
SCHEDULE 3
Special Account
1.
For the purposes of this Schedule:
(a)
the term "Eligible Categories" means Categories (1) through (6) set forth 
in the table in paragraph 1 of Schedule 1 to this Agreement;
(b)
the term "Eligible Expenditures" means expenditures in respect of the 
reasonable cost of goods and services required for the Project and to be financed out 
of the proceeds of the Grant allocated from time to time to the Eligible Categories in 
accordance with the provisions of Schedule 1 to this Agreement; and
(c)
the term "Authorized Allocation" means an amount equivalent to $600,000 
to be withdrawn from the Grant Account and deposited into the Special Account pursuant 
to paragraph 3 (a) of this Schedule, provided, however, that unless the Bank shall 
otherwise agree, the Authorized Allocation shall be limited to an amount equivalent to 
$300,000 until the aggregate amount of withdrawals from the Grant Account plus the 
total amount of all outstanding special commitments entered into by the Bank pursuant 
to Section 5.02 of the General Conditions shall be equal to or exceed the equivalent 
of $1,200,000.
2.
Payments out of the Special Account shall be made exclusively for Eligible 
Expenditures in accordance with the provisions of this Schedule.
3.
After the Bank has received evidence satisfactory to it that the Special Account 
has been duly opened, withdrawals of the Authorized Allocation and subsequent 
withdrawals to replenish the Special Account shall be made as follows:
(a)
For withdrawals of the Authorized Allocation, the Recipient shall furnish 
to the Bank a request or requests for deposit into the Special Account of an amount or 
amounts which do not exceed the aggregate amount of the Authorized Allocation. On the 
basis of such request or requests, the Bank shall, on behalf of the Recipient, 
withdraw from the Grant Account and deposit into the Special Account such amount or 
amounts as the Recipient shall have requested.
(b)
(i)
For replenishment of the Special Account, the Recipient shall 
furnish to the Bank requests for deposits into the Special Account 
at such intervals as the Bank shall specify.
(ii)
Prior to or at the time of each such request, the Recipient shall 
furnish to the Bank the documents and other evidence required 
pursuant to paragraph 4 of this Schedule for the payment or 
payments in respect of which replenishment is requested. On the 
basis of each such request, the Bank shall, on behalf of the 
Recipient, withdraw from the Grant Account and deposit into the 
Special Account such amount as the Recipient shall have requested 
and as shall have been shown by said documents and other evidence 
to have been paid out of the Special Account for Eligible 
Expenditures. All such deposits shall be withdrawn by the Bank 
from the Grant Account under the respective Eligible Categories, 
and in the respective equivalent amounts, as shall have been 
justified by said documents and other evidence.
4.
For each payment made by the Recipient out of the Special Account, the Recipient 
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shall, at such time as the Bank shall reasonably request, furnish to the Bank such 
documents and other evidence showing that such payment was made exclusively for 
Eligible Expenditures.
5.
Notwithstanding the provisions of paragraph 3 of this Schedule, the Bank shall 
not be required to make further deposits into the Special Account:
(a)
if, at any time, the Bank shall have determined that all further 
withdrawals should be made by the Recipient directly from the Grant Account in 
accordance with the provisions of Article V of the General Conditions and paragraph 
(a) of Section 2.02 of this Agreement;
(b)
if the Recipient shall have failed to furnish to the Bank within the 
period of time specified in Section 4.01 (b) (ii) of this Agreement, any of the audit 
reports required to be furnished to the Bank pursuant to said Section in respect of 
the audit of the records and accounts for the Special Account;
(c)
if, at any time, the Bank shall have notified the Recipient of its 
intention to suspend in whole or in part the right of the Recipient to make 
withdrawals from the Grant Account pursuant to the provisions of Section 6.02 of the 
General Conditions; or
(d)
once the total unwithdrawn amount of the Grant allocated to the Eligible 
Categories, minus the total amount of all outstanding special commitments entered into 
by the Bank pursuant to Section 5.02 of the General Conditions shall equal the 
equivalent of twice the amount of the Authorized Allocation.
Thereafter, withdrawal from the Grant Account of the remaining unwithdrawn amount of 
the Grant allocated to the Eligible Categories shall follow such procedures as the 
Bank shall specify by notice to the Recipient. Such further withdrawals shall be made 
only after and to the extent that the Bank shall have been satisfied that all such 
amounts remaining on deposit in the Special Account as of the date of such notice will 
be utilized in making payments for Eligible Expenditures.
6.
(a)
If the Bank shall have determined at any time that any payment out of the 
Special Account: (i) was made for an expenditure or in an amount not eligible pursuant 
to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished 
to the Bank, the Recipient shall, promptly upon notice from the Bank: (A) provide such 
additional evidence as the Bank may request, or (B) deposit into the Special Account 
(or, if the Bank shall so request, refund to the Bank) an amount equal to the amount 
of such payment or the portion thereof not so eligible or justified. Unless the Bank 
shall otherwise agree, no further deposit by the Bank into the Special Account shall 
be made until the Recipient has provided such evidence or made such deposit or refund, 
as the case may be.
(b)
If the Bank shall have determined at any time that any amount outstanding 
in the Special Account will not be required to cover further payments for Eligible 
Expenditures, the Recipient shall, promptly upon notice from the Bank, refund to the 
Bank such outstanding amount.
(c)
The Recipient may, upon notice to the Bank, refund to the Bank all or any 
portion of the funds on deposit in the Special Account.
(d)
Refunds to the Bank made pursuant to paragraphs 6 (a), (b) or (c) of this 
Schedule shall be credited to the Grant Account for subsequent withdrawal or for 
cancellation in accordance with the relevant  provisions of this Agreement, including 
the General Conditions.