CREDIT NUMBER 6663-BJ Financing Agreement (Agricultural Competitiveness and Export Diversification Project) between REPUBLIC OF BENIN and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 6663-BJ FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF BENIN ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association"). The Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. 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 the Appendix to this Agreement. ARTICLE II - CREDIT 2.01. The Association agrees to extend to the Recipient a credit, which is deemed as Non-concessional Financing for purposes of the General Conditions, in the amount of one hundred forty-six million two hundred thousand Euros (EUR 146,200,000) as such amount may be converted from time-to-time through a Currency Conversion ("Credit"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Credit in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (Y.. of 1%) of the Credit amount and will be paid out of the Beneficiary's own resource. 2.04. The Commitment Charge is one-quarter of one percent (Y.. of 1%) per annum on the Unwithdrawn Credit Balance. 2.05. The Interest Charge is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion; subject to Section 3.09(e) of the General Conditions. 2.06. The Payment Dates are February 15 and August IS in each year. 2.07. The principal amount of the Credit shall be repaid in accordance with Schedule 3 to this Agreement. 2.08. The Payment Currency is Euro. -2- ARTICLE III - PROJECT 3.0 l. The Recipient declares its comm itment to the objectives of the Project. To this end, the Recipient shall carry out through the Ministry of Agriculture, Livestock, and Fisheries (MAEP) Parts two (2) and four (4) of the Project and cause the Agency for the Promotion of Investment and Export ("APIEx") to carry out Parts one (I) and three (3) of the Proj ect in accordance with the provisions of Article V of the General Conditions and, Schedule 2 to this Agreement and the Project Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.0 I. The Additional Events of Suspension consist of the following: (a) API Ex's Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of APIEx to perform any of its obligations under the Project Agreement. (b) APIEx has failed to comply with any of its obligations under the Subsidiary Agreement or the Project Agreement. (c) FONAGA' s Legislation has been amended, suspended, abrogated, repealed or waived so as to affect material ly and adversely its ability to perfonn any of its obligations under the Risk Sharing Facility Framework Agreement. 4.02. The Additional Events of Acceleration consist of any event specified in paragraphs (a), (b), and (c) of Section 4.01 of this Agreement occurs and is continuing for a period of sixty (60)days after notice of the event has been given by the Association to the Recipient. ARTICLE V -EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) The Project Implementation Manual with adequate FM Accounting policies and procedures has been adopted in form and substance satisfactory to the Association ; (b) the Project Agreement has been duly executed by the Association and APIEx, authorized by APIEx, and is legally binding upon APIEx in accordance with its terms ; and (c) the Subsidiary Agreement has been duly executed, authorized or ratified by the Recipient and AP!Ex, and is legally binding upon the Recipient and APIEx in accordance with its terms. -3- 5.02. The Effectiveness Deadline is the date one hundred twenty (120) days after the Signature Date. 5.03. For purposes of Section 10.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is its minister at the time responsible for finance. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: Ministere de l' Economie et des Finances B.P. 302 Route de I' Aeroport de Cotonou Republic of Benin (b) the Recipient's Electronic Address is: mobilisation@caabenin.org Telex: Facsimile: 5009 MINFlN or 5289 CAA ( +229) 21-30-18-51 ( +229) 21-31-53-56 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association's address is: International Development Association 1818 H Street, N.W. Washjngton, D.C. 20433 United States of America; and (b) the Association' s Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-639 I -4- AGREED as of the Signature Date. REPUBLIC OF BENIN By Date: 3 Jt.HN'--' -.....J.- L.U. 2~ ...l,L_ o 02 ...w. O _ .......... INTERNATIONAL DEVELOPMENT ASSOCIATION By .... Authorized Representative -5- SCHEDULE 1 Project Description The objective of the Project is to increase productivity and market access for selected agri- food value chains in Benin. The Project consists of the following parts: Part 1. Strengthening the enabling environment and infrastructure for agri-food value chains development 1.1 Enhancement of relevant public institutions and policy framework to enhance competitiveness and promote experts in the agribusiness sector through: (a) carrying out a series of competitiveness reinforcement engagements to support value chain development and export promotion; (b) providing technical assistance for the review and design of reforms to improve the competitiveness of the agriculture sector; (c) providing technical assistance and training on strategic market analysis and cluster change management tools to APlEx and the Territorial Agency for Agriculture Development ("ATOA"); and (d) providing support to selected public agencies and ministries to improve the delivery of public goods to agricultural value chains, through inter a/ia: (i) carrying out in-depth studies and independent assessments of regulations and procedures; (ii) providing technical assistance and training; (iii) obtaining through the ABSSA an ISO 17020 accreditation for inspection services and JSO 17025 accreditation for laboratories; (iv) acquiring equipment, trucks and refrigerated vehicles needed to collect samples for microbiological analysis under controlled conditions; (v) developing regulations on ownership, leasing, and adjudication of land to facilitate agribusiness investments; and (vi) providing technical assistance to the Insurance Regulatory Agency to develop agricultural insurance regulations and strategies for the promotion of the micro- insurance agenda in the agricultural sector. 1.2 Development of critical infrastructure and information systems: (a) carrying out technical feasibility study and environmental and social impact assessment for the proposed infrastructure projects; (b) building a cold storage freight terminal and related trade infrastructure, including acquiring equipment, at the Glo-Djigbe Airport, and upgrading -6- the existing cold storage infrastructure and acquiring equipment at the Cotonou airport; (c) carrying out construction or rehabilitation of publ ic infrastructure identified through the competitiveness reinforcement engagement process under Part 1. 1(a); and (d) establishing a market info rmation system to enable producers to decide on types of crops to produce and where to sell them (domestic and international markets). Part 2. Increasing productivity, connectivity, value addition, and resilience Supporting actions to improve productivity and product quality at farm level and to promote the competitiveness of agri-food products through: 2.1 Enhancing the availabil ity and access to quality inputs through, inter alia: (a) enhancing the availabi lity of quality planting materials for pineapple through: (i) providing support to the National Institute for Agricultural Research ("INRAB") and the Crop Services Directorate ("DPV") for seed quality enhancement through an improved performance of t he certification system including the enhancement of inspections at private seed nursery levels; (ii) upgrad ing laboratories for in-vitro production of improved planting materials; and (iii) providing technical assistance and Training to scientists within the research system on plant genetics, plant pathology, and plant protection; (b) enhancing the availability of quality planting materials for cashew through: (i) providing support to INRAB and DPV for the provision of high potential parent tree seeds and available grafting materials to private cashew seedlings prod ucers; (ii) providing technical assistance and Training to selected private cashew seedlings producers; and (iii) expanding existing cashew nurseries and establishing new seedlings producers through the Matching Grant mechanism referred to in Part 3. l(a) of the Project; (c) enhancing the access to stress-tolerant, high-yielding planting materials for targeted value chains through: (i) replacing of existing pineapple plantati ons and establ ishing of new plantat ions; and (ii) providing planting materials to establish new cashew plantations; (d) rehabi litating existing aging cashew plantations; and -7- (e) providing technical support to INRAB for: (i) the development of high yielding climate-resilient varieties of targeted crops and testing of new crops with high-value and market potential; and (ii) conducting a market- based study on new crops that should be considered for crop testing. 2.2 Improving farmers ' access to knowledge for climate-smart agriculture, quality enhancement and value addition: (a) enhancing producers' technical knowledge through: (i) providing technical assistance and Training to farmers across selected value chains on good agricultural practices for crop production, quality management, post-harvest handling, and safety standards; and (ii) producing climate smart agriculture field manuals; (b) strengthening inter-professional bodies and producers' organizations through: (i) providing technical assistance to MAEP to speed up the adoption of the bill on agricultural inter-professions; and (i i) providing technical assistance and training to selected inter-professional bodies' staff on good governance, operational management, financial and auditing techniques, business development, marketing plans, and creditworthiness; and (c) promoting quality control and food safety practices through providing technical assistance and training to small and medium processors in the targeted value chains on good manufacturing practices and good hygienic practices, as well as food safety management standards such as hazard analysis and critical control point. 2.3 Rehabilitation of rural roads: (a) carrying out technical feasibility studies and environmental and social impact assessments for the rehabilitation of selected roads, and (b) carrying out the rehabilitation of up to 1,200 km of roads and the maintenance of up to 4,200 km of roads to enhance access to domestic markets and the competitiveness of selected value chains. Part 3 Promoting Private Investment and Access to Finance 3.1 Investment Support: (a) providing small, medium, and large Matching Grants, ranging from five thousand United States Dollars ($5,000) to one hundred thousand United States Dollars ($100,000), to finance selected agri-business projects and -8- access to agriculture services ("S ub-projects") to farms, cooperatives, and finns, all as further defined in the Matching Grant Operating Manual; and (b) provid ing technical assistance to Matching Grants' Eligible Beneficiaries in order to, inter alia: (i) prepare sound business plans; (ii) select the appropriate technology; and (iii) prepare procurement and corresponding preparation documents for loan application. 3.2 Risk sharing mechanisms Provision of support for improving the enabling environment for access to finance for farmers and SMEs. including, inter alia: (a) establishing a guarantee line through a Risk Sharing Facility with FONAGA to provide Partial Guarantees to small farmers and SMEs; (b) capitalization of the Risk Sharing Facility with FON A GA for the provision of partial guarantees to small farmers; (c) providing technical assistance to participating financial institutions in order to promote the utilization of the above-mentioned Risk Sharing Facility; (d) providing technical assistance and IT equipment to FONAGA; and (e) designing and establishing a guarantee mechanism providing, inter alia, an Incentive System for service providers to mitigate commercial ris k and to expand provision of high-quality services for farme rs in the specific value chains. Part 4 Project Ma nagement Provision of support for the operation of the Project Management Unit (''PMU") and strengthening its capacity in the management, monitoring, evaluation, and audits of the Project (including handling technical, administrative, fiduciary, and safeguard-related aspects), through, inter alia: (i) technical assistance; (ii) purchasing ofrelevant equipment; (iii) Operating Costs; (iv) the carrying out of training activities; and (v) establishing the Project's monitoring and evaluation system. Part 5: Contingent Emergency Response Component ("CERC") Providing immediate response to an Eligible Crisis or Emergency, as needed. -9- SCBEDULE2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements The Recipient shaJI maintain the following institutional arrangements, further described in the Project Manuals, throughout the implementation of the Project: I. Ministry of Agriculture, Livestock, and Fisheries (MAEP): The Ministry of Agriculture, Livestock, and Fisheries shall have the responsibility for overall coordination of the Project and the implementation of Parts two (2) and four (4) of the Project; 2. APIEx: (a) APIEx shall have the responsibility for the implementation of Parts one (I ) and three (3) of the Project; (b) The Recipient shall maintain, at aJI times during Project implementation, APIEx. To this end, the Recipient shall maintain APIEx in form and substance and with resources and functions satisfactory to the Association, including staff all with qualifications, integrity, experience and terms of reference satisfactory to the Association; (c) Without limitation to the provisions of paragraph (b) immediately above, APIEx shall hire: (i) a component coordinator A PI Ex; (ii) a private sector and value chains development specialist; (iii) a market infrastructure specialist; (iv) a chief accountant; and (v) a procurement specialist on the basis of tenns of reference, qualifications, integrity and experience acceptable to the Association. 3. Strategic Committee (a) The Recipient shall establish no later than three (3) months after effectiveness a Strategic Committee, with composition and mandate acceptable to the Association. (b) Without limitation to the generality of the foregoing prov1s1ons of paragraph (a) immediately above, the Strategic Committee shall be chaired by the Recipient's minister in charge of plan and development or his/her representative and include representatives of: (i) the ministry in charge of agriculture; (ii) the ministry in charge of finance; (iii) the ministry in - I0- charge of infrastructure; (iv) the mm1stry in charge of industry and commerce; (v) the chairman of the board of APIEx, and (vi) two representatives of private sector organizations, with functions, human and financial resources satisfactory to the Association. (c) The Recipient shall thereafter maintain the Strategic Committee to be responsible for, inter alia, overall strategic, oversight and guidance on project implementation and will review and approve annual work plans. (d) The Recipient shall ensure that the Strategic Committee meets every six months. 4. Technical Committee (a) The Recipient shall maintain the Technical Committee, with composition and mandate acceptable to the Association. (b) Without limitation to the generality of the foregoing prov1s10ns of paragraph (a) immediately above, the Technical Committee shall be chaired by the MAEP or his/her representative and include, inter a/ia, representatives of key ministries, including the ministry of finance, the ministry of infrastructure, the ministry of industry and commerce, the ministry of plan and development, and a representative from APIEx. (c) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, the Technical Committee shall be responsible for: (i) ensuring coherence and that the implementation of the Project is in line with the objective of the Project; (ii) monitoring Project's Annual Work Plans and Budgets, and (iii) reviewing implementation progress and advising on any adjustments needed to ensure effective implementation. 5. Project Management Unit ("PMU") (a) The Recipient shall maintain, throughout the course of the Project implementation, a PMU within the Ministry of Agriculture, Livestock, and Fisheries, with mandate, composition and resources acceptable to the Association. (b) Without limitation to the provisions of paragraph (a) immediately above, the PMU shal l be responsible for the general coordination of the project, the social and environmental management of the project, the day-to-day management of the Parts 2 and 4 of the Project as well as the coordination of related activities including, inter alia, procurement, disbursement of activities under component 2 and 4, accounting, financial and technical -11- reporting, social and environmental management, communication, monitoring and evaluation, ensuring the auditing of the accounts and providing Project progress reports to the Technical Committee at least once every quarter. (c) Without limitation to the provisions of paragraph (a) immediately above, the PMU shall include, inter alia: (i) a coordinator; (ii) a procurement specialist; (iii) a financial management specialist; (iv) an internal auditor; (v) an accountant; (vi) a monitoring and evaluation specialist; (vii) an agricultural specialist; (viii) a rural infrastructure specialist; (ix) an environmental specialist; and (x) a social development specialist, all recruited on the basis of terms of reference, qualifications, integrity and experience acceptable to the Association. ( d) Not later than three (3) months after the Effective Date, the financial management specialist, the accountant, the environmental specialist, the social development specialist, referred to in sub-paragraph (c) of this paragraph shall have been recruited and appointed. (e) Not later than three (3) months after the Effective Date, an internal auditor shall have been recruited and appointed on the basis of terms ofreference, qualifications, integrity and experience acceptable to the Association. (f) Not later than six (6) months after the Effective Date, the statutory independent auditor shall have recruited and appointed on the basis of terms of reference, qualifications, integrity and experience acceptable to the Association. (g) Not later than three (3) months after the Effective Date, the Recipient shall have acquired, installed and customized a computerized accounting software, satisfactory to the Association. B. Project Implementation Manual, Matching Grant Operating Manual, Risk Sharing Facility Manual l. The Recipient shall prepare, in accordance with terms of reference acceptable to the Association, and furnish to the Association: a Project Implementation Manual ("PIM"), containing detailed arrangements and procedures for: (a) institutional coordination and day-to-day execution of the Project; (b) monitoring, evaluation, reporting and communication; (c) administration, financial management and accounting; and (d) such other administrative, technical and organizational arrangements, and procedures as shall be required for purposes of implementation of the Project. -12- 2. For the purposes of implementing Part 3.1 of the Project, the Recipient shall, through AP!Ex, prepare and adopt a Matching Grant Operating Manual in form and substance acceptable to the Association, including, inter alia, an elaboration of the eligibility criteria and terms and conditions, and procedures for preparation, approval and monitoring and evaluation, of Matching Grants. 3. For the purposes of implementing Part 3.2 of the Project, the Recipient shall, through APIEx, cause FONAGA to maintain, in accordance with terms of reference acceptable to the Association, a Risk Sharing Facility Manual, containing detailed arrangements and procedures for the Risk Sharing Facility, including, inter alia: (a) eligibility criteria, detailed rules and procedures for selection of Participating Banks; (b) legal arrangements to be entered into between FONAGA and Participating Banks and between Participating Banks and private sector operators; (c) administration, financial management and accounting procedures; and (d) such other administrative, technical and organizational arrangements and procedures as shall be required for purposes of implementation of Part 3 .2 of the Project. 4. The Recipient shaJI implement the Project in accordance with the Project Implementation Manual, the Matching Grant Operating Manual, Risk Sharing Facility Manual; provided, however, that, in the event of any conflict between the provisions of these manuals and those of this Agreement or the Project Agreement, this Agreement and the Project Agreement shall prevail. 5. Except as the Association shall otherwise agree, the Recipient shall not amend, waive or otherwise modify the Project Implementation Manual and the Matching Grant Operating Manual, Risk Sharing Facility Manual; (or any provision thereof) if, in the opinion of the Association, such amendment, waiver or other modification may material ly and adversely affect the implementation of the Project. C. Subsidiary Agreement I. To facilitate carrying out Parts 1 and 3 of the Project, the Recipient shall make the proceeds of the Financing under Categories two (2), three (3), four (4), and five (5), referred to in Section Ill of Schedule 2 to this Agreement, available to APIEx under a subsidiary agreement between the Recipient and APIEx, under terms and conditions acceptable to the Association, ("Subsidiary Agreement"), which shall include, inter alia: (a) the roles and responsibilities of AP!Ex with regard to the implementation of the Project; and (b) the obligation of APIEx to comply with the technical, fiduciary and safeguards requirements applicable to the Project in accordance with the provisions of this Agreement. 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such a manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Agreement. -13- 3. Except as the Association shall otherwise agree, the Recipient shall not assign, terminate, amend, abrogate, waive or fail to enforce the Subsidiary Agreement or any of its provisions. 4. Notwithstanding the foregoing, in the event of a conflict among the provisions of the Subsidiary Agreement and those of this Agreement, the provisions of this Agreement shall prevail. D. Matching Grant Mechanism 1. The Recipient shall disburse Matching Grants to Beneficiaries for Sub-projects in accordance with eligibility criteria and procedures set forth in the Matching Grant Operating Manual and acceptable to the Association which shall include the following: (a) No proposed Sub-project shall be eligible for financing under a Matchi ng Grant to a Beneficiary unless the Recipient, through APIEx shall have determined on the basis of an appraisal carried out in accordance with guidelines acceptable to the Association and elaborated in the Match ing Grant Operating Manual, that: (i) the proposed Sub-project: (A) ( 1) is designed under the Window A for micro and small agro-processing operators and agriculture service providers to finance the expansion and/or upgrade of their existing activities; (2) is designed under the Window B to invest the acquisition of agricultural production equipment and machinery, post-harvest technologies and storage faci lities by small and medium geoprocessing operators and agriculture providers; or (3) is designed under the Window C to finance the expansion and/or upgrade of their existing facilities by small and medium agro-processing units and agriculture service providers; (B) is technically feasible and economically and financially viable; and (C) if, pursuant to the environmental and social frameworks, one or more Safeguard Documents for the Sub-project are required, such Safeguard Documents have been prepared by the Recipient and approved by the Association in accordance with the provisions of paragraph; -14- (ii) the following Sub-projects shall not be eligible for financing, as further set forth in the Matching Grant Operating Manual: (A) any Sub-projects involving non-el igible expenditures (as such term is defi ned in the Matching Grant Operating Manual); (8) any Sub-projects affecting international waterways, natural habitats, disputed areas or indigenous peoples; (C) any Sub-projects involving the conversion or degradation of forest areas; (D) any Sub-projects involving the involuntary taking of land or involuntary resettlement resulting in relocation or loss of shelter, loss of assets or access to assets, loss of income sources or means of livelihood, or involving the involuntary restriction of access to legally designated parks and protected areas; (E) any Sub-projects involving the construction or rehabilitation of dams; and (F) any Sub-projects that would be classified as 'Category A' in accordance with the Bank's policies and procedures; and (ii i) the proposed Beneficiary: (A) is a natural person or a legal entity established and operating under the laws of the Recipient with the organization, management. technical capacity and financial resources necessary to carry out the proposed Sub-project; and (8) (i) under Window A, has demonstrated the capacity, and has committed to finance at least 15% of the total esti mated cost of the Sub-project out of its own resources or other loans; (ii) under Window B, has demonstrated the capacity, and has committed to finance at least 20% of the total estimated cost of the Sub-project out of its own resources or other loans; and (iii) under Window C, has demonstrated the capacity, and has committed to finance at least 50% of the total estimated cost of the Sub-project out of its own resources, unless the proposed Beneficiary -15- is, or is owned by, a woman or Youth, in which case the proposed Beneficiary has committed to finance at least 40% of the total estimated cost of the Sub-project out of its own resources or other loans and committed to provide 10% in in-kind contributions. (b) The maximum amount: (i) of all Matching Grants to a single Beneficiary shall not exceed the equivalent of fifty (50) thousand United States Dollars; (ii) of each Matching Grant for a Sub-Project under Window A shall not exceed seven (7) thousand United States Dollars; (iii) each Matching Grant for a Sub-Project under Window B shall not exceed twenty-five (25) thousand United States Dollars; and (iv) each Matching Grant for a Sub-Project under Window C shall not exceed fifty (50) thousand United States Dollars. 2. For purposes of the implementation of Part 3.1 (a) of the Project, the Recipient, through APIEx, shall make each Matching Grant under a Matching Grant Agreement with the respective Beneficiary on terms and conditions approved by the Association, which shall include the following: (a) The Matching Grant shall be made on a non-reimbursable grant basis. (b) The Recipient shall obtain rights adequate to protect its interests and those of the Association, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Matching Grant, or obtain a refund of all or any part of the amount of the Matching Grant then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Matching Grant Agreement; and (ii) 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 Association, including in accordance with the provisions of the Safeguard Frameworks (and any Safeguard Document required for the Sub-project pursuant to the Safeguard Frameworks), and the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (B) provide, promptly as needed, the resources required for the purpose; -16- (C) procure the goods and services to be financed out of the Matching Grant in accordance with the provisions of Section Ill of this Schedule; (D) maintain pol icies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of the Sub- project and the achievement of its objectives; (E) ( I) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to retlect its operations, including the operations, resources and expenditures related to the Sub-project; and (2) at the Association's or the Recipient's request, have such financial statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association. and prompt ly furnish the statements as so audited to the Recipient and the Association, and pennit the Association to make such statements as so audited available to the public, along with the Matching Grant Agreement; (F) enable the Recipient a nd the Association to inspect the Sub-project, its operation and a ny relevant records and documents; and (G) prepare and furnish to the Recipient and the Association all such informat ion as the Recipient or the Association shall reasonably request relating to the foregoing. 3. The Recipient shall exercise its rights and carry out its obligations under each Matching Grant Agreement in s uc h manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. 4. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive any Matching Grant Agreement or any of its provisions. -17- E. FONAGA Risk Sharing Facility I. To facilitate the carrying out of Part 3.2(a) and (b), the Recipient through APIEx shall make the proceeds of the Financing allocated from time to time to Category three (3) of the table set forth in Section III of this Schedule, available to FONAGA; under a Risk Sharing Facility Framework Agreement between the AP!Ex and FONAGA under terms and conditions approved by the Association. 2. The Recipient through APlEx shall exercise its rights under the Risk Sharing Facility Framework Agreement in such manner as to protect its interests and the interests of the Association in order to accomplish the purposes of the Financing. 3 The Recipient through APIEx may not assign, amend, abrogate or waive the Risk Sharing Facility Framework Agreement without the prior written approval of the Association. 4. In the event of any conflict between the provisions of the Risk Sharing Facility Framework Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail. 5. Without limitation upon the provisions of Section 3.0 I of this Agreement, the Recipient through APIEx shall: (a) carry out Part 3.2(a); and (b) of the Project in accordance with the provisions of this Agreement, the Risk Sharing Facility Framework Agreement, the Risk Sharing Facility Manual, and the Partial Credit Guarantee Agreements; all on terms and conditions acceptable to the Association; (ii) carry out all its obligations and take all actions necessary on its part to enable FONAGA to perform all of FONAGA's obligations under said agreements; (iii) not take or permit to be taken any action which would prevent or interfere with such performance; and (iv) except as the Association shall otherwise agree, waive said agreements or any provision thereof. 6. The Recipient through APIEx shall, for purposes of Part 3.2(a) and Part 3.2(b) of the Project, entrust FON A GA to open and maintain, on behalf of the Recipient, an account on terms and conditions satisfactory to the Association (the "Risk Sharing Facility Account"). Deposits into, and payments out of the Risk Sharing Facility Account shall be made in accordance with the terms and conditions set forth in this Agreement, the Risk Sharing Facility Framework Agreement and the Risk Sharing Facility Manual. 7. The proceeds of the Financing deposited in the Risk Sharing Facility Account shall be used exclusively for making payments to Participating Banks in case of default by Private Sector Operators under Loan Agreements between Participating Banks and private sector operators participating in the Subsid ized Concession Model, all in accordance with the terms of this Agreement, the Risk Sharing Facility Framework Agreement and the Risk Sharing Facility Manual. -18- 8. The Recipient through AP!Ex may, refund to the Association any amount on deposit in the Risk Sharing Facility Account, which FONAGA shall have determined will not be required to cover payments due under or in connection with the Partial Credit Guarantee Agreements. 9. In the event that any balance of the proceed of the Financing made available to the Risk Sharing Facility remains as of four (4) month prior to the Closing Date, then: (a) the Recipient shall, through AP!Ex, promptly refund, prior to the Closing Date, to the Association any balance of the proceed in the Risk Sharing Facility Account remaining after deducting the total amount of commitments under each Partial Credit Guarantee Agreement that has not expired or said agreement has not otherwise terminated in accordance with its terms; (b) FONAGA shall retain any balance of the proceeds of the Financing remaining committed under each Partial Credit Guarantee Agreement that has not expired or said agreement has not otherwise terminated in accordance with its terms. 10. Refunds to the Association made pursuant to paragraphs 8 and 9 above or otherwise pursuant to the provisions of the Risk Sharing Facility Framework Agreement shall be credited, prior to the Closing Date, to the Financing Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions. F. Commercial Guarantee Mechanism For the implementation of Part 3.2(e) of the Project, the Recipient shall cause AP!Ex to: (a) make available a portion of the proceeds under Category four (4) to Commercial Guarantee Beneficiaries, on terms and conditions acceptable to the Association and further detailed in the Project Implementation Manual ; (b) ensure that prior to providing any Commercial Guarantee, APIEx and the respective selected Commercial Guarantee Beneficiary have entered into an agreement ("Guarantee Agreement") on terms and conditions acceptable to the Association, including, inter alia: (i) the Guarantee Agreement's expiry date shall be on or before the closing date of the present Agreement; (ii) the obligation of the Commercial Guarantee Beneficiary to comply with the pertinent provisions of the Project Implementation Manual, the Safeguard Documents, and the Anti- Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; and (iii) the right of the Recipient to terminate the right of the Commercial Guarantee Beneficiary to use the Commercial Guarantee, upon the Commercial Guarantee Beneficiary' s failure to perform any of its obligations under the Guarantee Agreement, and/or Project -19- Implementation Manual, including compliance with the Safeguard Documents; (c) ensure that the proceeds of Commercial Guarantee shall be used exclusively for eligible expenditures in accordance with the terms of this Agreement, the Project Implementation Manual, and the Guarantee Agreement; (d) refund to the Association any amount which APIEx have determined it will not be required to cover payments due under or in connection with the Commercial Guarantee Agreements; (e) promptly refund, prior to the Closing Date, to the Association any balance remaining after the commitments under each Commercial Guarantee Agreement has expired or said agreement has otherwise terminated in accordance with its terms; and (f) refund to the Association, made pursuant to paragraphs (d) and (e) above be credited, prior to the Closing Date, to the Financing Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions. G. Environmental and Social Standards 1. The Recipient shall , and shall cause the Project Implementing Entity to, ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. 2. Without limitation upon paragraph I above, the Recipient shall, and shall cause the Project Implementing Entity to, ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Association. To this end, the Recipient shall, and shall cause the Project Implementing Entity to, ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and as further specified in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies, procedures and qualified staff are maintained to enable it to implement the ESCP, as further specified in the ESCP; and ( d) the ESCP or any provision thereof, is not amended, revised or waived, except as the Association shall otherwise agree in writing and the Recipient has, thereafter, disclosed the revised ESCP. -20- 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shal I prevai I. 4. The Recipient s hall, and shall cause the Proj ect Im plementing Entity to: (a) take all measures necessary on its part to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Association. information on the status of compliance with the ESCP all such reports in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) promptly noti fy the Association of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP, the instruments referenced therein and the Environmental and Social Standards. 5. The Recipient shall, and shall cause the Project Implementing Entity to, maintain and publicize the availability of a grievance mechanism, in form and substance satisfactory to the Association, to hear and determine fairly and in good faith all complaints raised in relation to the Project, and take all measures necessary to implement the determinations made by such mechanism in a manne r satisfactory to the Association. 6. The Recipient shall, and shall cause the Project Implementing Entity to, ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors to: (a) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein; and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children, all as appl icable to such civi l works commissioned or carried out pursuant to said contracts. H. Contingent Emergency Response Component 1. In order to ensure the proper implementation of Part 5 of the Project (CERC), the Recipient shall take the following measures: -21- (a) prepare and furnish to the Association for its review and approval, a CERC operations manual ("CERC Manual") which shall set forth detailed implementation arrangements for the CERC part, including: (i) designation of, tenns of reference for and resources to be allocated to, the entity to be responsible for coordinating and implementing the CERC Part ("Coordinating Authority"); (i i) specific activities which may be included in the CERC Part, Eligible Expenditures required therefore ("Emergency Expenditures"), and any procedures for such inclusion; (iii) financial management arrangements for the CERC Part; (iv) procurement methods and procedures for Emergency Expenditures to be financed under the CERC Part; (v) documentation required for withdrawals of Emergency Expenditures; (vi) environmental and social safeguard management frameworks for the CERC Part, consistent with the Association's policies on the matter; and (vii) any other arrangements necessary to ensure proper coordination and implementation of the CER Part; (b) afford the Association a reasonable opportunity to review said proposed CERC Manual; (c) promptly adopt the CERC Manual for the CER Part as shall have been approved by the Association; (d) ensure that the CERC Part is carried out in accordance with the CERC Manual and any relevant safeguards instruments; provided, however, that in the event of any inconsistency between the provisions of the CERC Manual or any relevant safeguards instruments and this Agreement, the provisions of this Agreement shall prevail; and (e) not amend, suspend, abrogate, repeal or waive any provision of the CERC Manual or any relevant safeguards instrument without prior approval by the Association. 2. The Recipient shall, throughout the implementation of the CERC Part, maintain the Coordinating Authority, with adequate staff and resources satisfactory to the Association. 3. The Recipient shall undertake no activities under the CERC Part (and no activities shall be included in the CER Part) unless and until the following conditions have been met in respect of said activities: (a) the Recipient has determined that an Eligible Emergency has occurred, has furnished to the Association a request to include said activities in the CERC Part in order to respond to said Eligible Emergency, and the -22- Association has agreed with such determination, accepted said request and notified the Recipient thereof; (b) the Recipient has prepared and disclosed all safeguards instruments required for said activities, in accordance with the CERC Manual , the Association has approved all such instruments, and the Recipient has implemented any actions which arc required to be taken under said instruments; (c) the Recipient's Coordinating Authority has adequate staff and resources, in accordance with the provisions of Section I.H.2 of this Schedule, for the purposes of said activities; and (d) the Recipient has adopted the CERC Manual in form, substance and manner acceptable to the Association and the provisions of the CERC Manual remain or have been updated in accordance with the provisions of Section I.H. l of this Schedule so as to be appropriate for the inclusion and implementation of said activities under the CER Part. Section II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Proceeds of the Credit 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 Recipient may withdraw the proceeds of the Credit to finance Eligible Expenditures; in the amount allocated and, if applicable, up to the percentage set forth against each Category in the following table: -23- Percentage of Amount of the Expenditures to be Category Credit Alloca ted Financed ( expressed in EUR) inclusive of Taxes) (I) Goods, works, non- 72,480,000 100% consulting services, and consulting services, Operating Costs, and Training for Part 2, and Part 4 of the Project (2) Goods, works, non- 31,000,000 100% consulting services, and consulting services, Operating Costs, and Training for Part 1 and 3 except Part 3.1 (a). Part 3.2(a), Part 3.2(b) and Part 3.2(e) of the Project (3) Matching Grants under 22.800,000 100% Part 3. l(a) of the Project (4) Risk Sharing Facility 9,000,000 100% under Part 3.2(a) and Part 3.2 (b) of the Project (5) Commercial Guarantees 9,000,000 100% under Part 3.2( e) (6) Refund of Preparation 1,920,000 Amount payable Advance pursuant to Section 2.07(a) of the General Conditions (7) Emergency Expenditures 0 Amount payable under Part 5 of the Project pursuant to Section (CERC) 2.03 of this Agreement in accordance with Section 3.08(b) of the General Conditions TOT AL AMOUNT 146,200,000 -24- B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; (b) under Category (3), until and unless the Association has received evidence satisfactory that APIEx has prepared and adopted the Matching Grant Operating Manual and Matching Grant Agreement template in form and substance satisfactory to the Association; (c) under Category ( 4), until and un less the Association has received evidence satisfactory that: (i) the Risk Sharing Facility Framework Agreement has been signed in accordance with the provisions of Section I. E of Schedule 2 to this Agreement and in form and substance satisfactory to the Association; (ii) the Recipient has prepared and adopted the Risk Sharing Facility Manual in fonn and substance satisfactory to the Association; and (iii) FONAGA has established and maintained a separate account for the Credit Guarantee Account; (d) under Category (5), until and unless the Association has received evidence satisfactory that APIEx has prepared and adopted a template of the Guarantee Agreement, to be signed with service providers, in form and substance satisfactory to the Association; (e) under Category (7), for Emergency Expenditures under Part 5 of the Project, unless and until the Association is satisfied, and notified the Recipient of its satisfaction, that all of the following conditions have been met in respect of said activities: (i) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include said activities in the CERC Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; (ii) the Recipient has prepared and disclosed all Safeguards Instruments required for said activities, and the Recipient has implemented any actions which are required to be taken under said instruments, all in accordance with the provisions of Section I.E of Schedule 2 to this Agreement; (iii) the Recipient' s Coordinating Authority has adequate staff and resources, in accordance with the provisions of Section I.Hof this -25- Schedule 2 to this Agreement, for the purposes of said activities; and (iv) the Recipient has adopted an CERC Manual in form, substance and manner acceptable to the Association and the provisions of the CERC Manual remain - or have been updated in accordance with the provisions of Section I.H of this Schedule 2 so as to be appropriate for the inclusion and implementation of said activities under the CERC Part. 2. The Closing Date is November 30, 2026. -26- SCHEDULE3 Commitment-Linked Amortization Repayment Schedule The followin g table sets forth the Principal Payment Dates of the Credit and the percentage of the total principal amount of the Credit payable on each Principal Payment Date ("InstalI ment Share"). Level Principal Reoavments Principal Payment Date Installment Share On each February 15 and August 15 Beginn ing Augus t 15, 2025 through 1.67% August 15, 2054 On February 15, 2055 1.47% -27- APPENDIX Definitions 1. "Annual Work Program" means the annual work program to be prepared by the Recipient not later than November 30 in each calendar year during Project implementation 2. "ABSSA" means l'Agence Beninoise pour la Securite Sanitaire des Aliments, the Recipient's Agency for Food Safety established by Decree Number 20 17-433 dated August 10, 2017, or any successor thereto. 3. "Anti-Corruption Guidelines" means, for purposes of paragraph S 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 IS, 2006 and revised in January 2011 and as of July I, 2016. 4. "APIEx" means L'Agence de Promotion des lnvestissernents et des Exportations the Recipient's Agency for the Promotion of Investment and Export established by Decree Number 2018-036 dated January 3 I, 2018, or any successor thereto. S. "APIEx Legislation" means the Decree Number 2018-036 dated January 31, 2018. 6. "ATOA" means L 'Agence Terriloria/e de Developpernent Agricole, the Recipient's Territorial Agency for Agriculture Development, established by Decree Number 2017-101 dated February 27, 2017, or any successor thereto. 7. "Beneficiaries" or "Beneficiary" means any or all beneficiaries, including non- governmental organizations, foundations, farmers, SMEs, research or innovation centers and private sector entities selected to benefit from the Matching Grant as further detailed in the Project Implementation Manual. 8. "Category" means a category set forth in the table in Section Ill.A of Schedule 2 to this Agreement. 9. "CERC Manual" means the Contingent Emergency Response Component operations manual referred to in Section I.H of Schedule 2 to this Agreement, to be adopted by the Recipient for the CERC Part in accordance with the provisions of said Section. 10. "CERC Part" means Part S of the Project. 11. "Coordinating Authority" means the entity or entities designated by the Recipient in the CERC Manual and approved by the Association pursuant to Section l.H of Schedule 2 to this Agreement, to be responsible for coordinating the CERC Part of the Project. ~ -28- 12. "Commercial G uarantee" means a payment made by APIEx to a Participating service provider under a respective Guarantee Agreement, to cover service payment in case of c lient's default, to compensate lower than predicted revenue fro m the use o f serv ices, or for attainm ent o f exp ort value thresho lds and which payments may be financed fo rm the proceeds of the Financing under Category (5) of the Withdrawal Table in Section IY.2 of this Agreement. 13. ·'DPV" means Direction de la Production Vegetate, the Recipient's Di rectorate for Crop Services, established by Decree Number 2020 ~27 dated January 15, 2020, or any successor thereto. 14. "Eligible Crisis or Emergency" means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Recipient, associated with a natural or man-made crisis or disaster. 15. "Emergency Expend iture" means any of the Eligible Expenditures, including goods, works, non-consulting services, consultants' services, Training, and Operating Costs, set forth in CERC Manual in accordance with the provisions of Section I. H of Schedule 2 to this Agreement and required for the activities included in the CERC Part of the Project. 16. "Environmental and Social Commitment Plan" or the acronym "ESCP" means the Recipient's environmental and social commitment plan, acceptable to the Association, dated April 24, 2020, which sets out a summary of the material measures and actions to address the potential environmental and social risks and im pacts of the Project, including the timi ng of the actions and measures, institutional, staffing, training, moni tori ng and reporting arrangements, and any instruments to be prepared t hereunder; as the ESCP may be revised from time-to- time, with prior written agreement of the Association, and such term includes any annexes or schedules to such plan. 17. "Environmental and Social Standards" means, collectively: (i) "Environmental and Social Standard I: Assessment and Management of Environmental and Social Risks and Impacts'': (ii) "Environmental and Social Standard 2: Labor and Working Conditions''; (ii i) "Environmental and Social Standard 3: Resource Efficiency and Poll ution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquis ition, Restrictions on Land Use and Invo luntary Resettlement"; (vi) "Environmental and Social Standard 6: Bi odiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) '·Environmental and Social Standard 9: Financial Intermediaries"; and (x) "Environmental and Social f'?> -29- Standard I 0: Stakeholder Engagement and Information Disclosure"; effective on October I, 2018, as published by the Association. 18. "FONAGA" means the Fonds National de Garantie et d'Assistance aux Petites et Moyennes Entreprises, the National Guarantee and Small and Medium Enterprise Assistance Fund, established in the Recipient's notary public on April 29, 2009. 19. "FONAGA Legislation" means the statue of FONAGA established under the Recipient's notary public on April 29, 2000. 20. "Guarantee Agreement" means the agreements referred to in Section l.F(b) of Schedule 2 to this Agreement. 21. "Commercial Guarantee Beneficiaries" means any service provider selected in accordance with the criteria and procedures established in the Project Implementation Manual which will benefit from the commercial guarantees under Part 3.2(e) of the Project. 22. "General Conditions" means the "International Development Association General Conditions for JOA Financing, Investment Project Financing", dated December 14, 2018. 23. "Incentive System" means a payment made by APTEx to a Participating service provider under a respective Guarantee Agreement for attainment of export value thresholds and which payments may be financed form the proceeds of the Financing under Category (5) of the Withdrawal Table in Section Ill.A of this Agreement. 24. "INRAB" means lnstitut National des Recherches Agricoles du Benin, the Recipient's Institute for Agricultural Research established by Decree Number 2020-027 dated January 15, 2020, or any successor thereto. 25. "DA" means Direction des Assurances, the Recipient Insurance Regulatory Agency established by Decree No 2017-041 dated January 25, 20 17, or any successor thereto. 26. "MAEP" means the Recipient's Ministry of Agriculture, Livestock, and Fisheries or any successor thereto. 27. "Matching Grant" means a grant to be provided by the Recipient out of the Matching Grant Mechanism to each Matching Grant Beneficiary from the proceeds of the Loan for the purposes of carrying out activities under Part 3.1 of the Project. ~ -30- 28. "Matching Grant Agreement" means the agreement to be entered between API Ex and each Matching Grant Beneficiary for the provision of a Matching Grant. 29. "Matching Grants' Eligible Beneficiaries" means any farmers, cooperative, nurseries, agro-processing SMEs, agricultural service suppliers in the Borrower's territory selected in accordance with the criteria and procedures established in the Project Implementation Manual, which will benefit from the provision of Matching Grants under Part 3.1 of the Project. 30. ·'Matching Grant Operating Manual'" means the manual in fonn and substance satisfactory to the Association referred to in Section 1.8 of Schedule 2 to this Agreement adopted by the MAEP and APIEx. 31. "Operating Costs" means incremental recurrent expenditures incurred, by the Recipient and APIEx, on account of Project implementation, including: local contractual support staff salaries; travel expenditures and other travel-related allowances; equipment rental and maintenance; vehicle operation (including fuel), maintenance and repair; office rental and maintenance, materials and supplies; and utilities, media information campaigns and communications' expenses, but excluding the salaries of officials and public servants of the Recipient's civi l service. 32. "Partial Credit Guarantee" means a payment made by FONAGA to a Participating Bank under a respective Partial Credit Guarantee Agreement, in case of default by a private sector operator under the respective Loan Agreement between such operator and a Participating Bank, and which payment may be financed form the proceeds of the Financing under Category (4) of the Withdrawal Table in Section II I.A of schedule 2 of this Agreement. 33. "Partial Credit Guarantee Agreements" means any of the agreements entered or to be entered between FON A GA and a Participating Bank for the issuance of a Partial Credit Guarantee by FO AGA to such Participating Bank under Part 3.2(a) of the Project. 34. "Participating Banks" means one, several or al l commercial banks, established and operating pursuant to the laws of the Recipient, competitively selected under the Risk Sharing Facility and which have met the eligibility criteria specified in the Risk Sharing Framework Agreement, in the Risk Sharing Facility Manual. 35. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 20 I 6, revised November 2017 and August 2018. 36. "Project Implementing Entity" means the Recipient"s Ministry of Agriculture, Livestock and Fisheries. or any successor thereto. -31- 37. "Project Manuals" means collectively: (i) the Project Implementation Manual; (ii) the Matching Grant Operating Manual ; and (iii) the Risk Sharing Facility Manual. 38. "Project Implementation Manual" means or "PIM" means the operational manual to be adopted by the Recipient, and referred to in Section 1.8.1 of Schedule 2 to this Agreement, satisfactory to the Association, describing and setting forth procedures for implementation of the Project and institutional arrangements, consistent with the provisions of this Agreement and the Project Agreement and including, among other things, the fiduciary , technical and operational aspects and procedures for implementation of the Project, including the financial management procedures (budgeting, accounting and internal control, disbursement and now of funds, financial reporting, annual reports, internal and external audit arrangements procedures and including the Project specific chart of accounts), procurement procedures, monitoring and evaluation arrangements, other fiduciary and administrative arrangements, and may be amended from time to time with the prior written agreement of the Bank. 39. "Project Management Unit" or "PMU" means the coordination unit responsible for the implementation of the project in accordance with Section 1.A.5 of Schedule 2 to this Agreement. 40. "Risk Sharing Facility" means a facility to be established under FONAGA for the purpose of providing Partial Credit Guarantees for the benefit of Participating Banks to mitigate creditor risks, as further detailed in the Risk Sharing Facility Manual. 4 l. "Risk Sharing Facility Account" means the account referred to in Section I.E.6 of Schedule 2 to this Agreement. 42. " Risk Sharing Facility Framework Agreement" means the agreement to be entered into between FONAGA and the Recipient, under Part 3.2 of the Project, and in accordance with Section I.E of Schedule 2 to this Agreement, as the same may be modified from time to time with prior written agreement among the parties thereto. 43. "Risk Sharing Facility Manual" means the manual in form and substance satisfactory to the Association and to FONAGA containing, inter a/ia, all implementation details, selection and approval processes for Private Sector Operators, contractual arrangements for the Partial Credit Guarantees and follow- up activities related to the Risk Sharing Facility, as such manual may be amended from time-to-time with the prior written approval of the Association and FONAGA. -32- 44. "Signature Date" means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to "the date of the Financing Agreement" in the General Conditions. 45. "Strategic Committee" means the strateg ic committee referred to in section I.A . 3 of Schedule 2 to this Agreement, and further described in the Project Implementation Manual. 46. "Subsidiary Agreement" means the agreement referred to in Section I.C of Schedule 2 to this Agreement pursuant to which the Recipient shall make the proceeds the proceeds under Categories 2, 3, 4, and 5 referred to in Section Ill of Schedule 2 to this Agreement, available to AP!Ex. 47. "Technical Committee" means the techinical committee referred to in section I.A. 4 of Schedule 2 to this Agreement, and further described in the Project Imp lementation Manual. 48. "Training" means expenses incurred by the Recipient for workshops and training including purchase and publication of materials, rental of facilities , course fees, study tours and travel and subsistence for participants, trainees and trainers. 49. ·'Youth" means Matching Grant Benefici aries' aged between eighteen ( 18) and thirty-five (35).