CREDIT NUMBER 7068-BJ GRANT NUMBER D992-BJ Financing Agreement (Gulf of Guinea Northern Regions Social Cohesion Project) between REPUBLIC OF BENIN and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 7068-BJ GRANT NUMBER D992-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 tenns used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II- FINANCING 2.01. The Association agrees to extend to the Recipient a grant and a credit, which are deemed as Concessional Financing for purposes of the General Conditions (collectively, "Financing") in the following amounts to assist in financing the project described in Schedule I to this Agreement ("Project"): (a) an amount equivalent to thirty-two million four hundred thousand (SDR 32,400,000) ("Grant"); and (b) the amount of forty million four hundred thousand Euros (EUR 40,400,000) ("Credit"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Financing Balance. 2.04. The Service Charge is the greater of: (a) the sum of three-fourths of one percent (3/4 of 1%) per annum plus the Basis Adjustment to the Service Charge; and (b) three-fourths of one percent (3/4 of 1%) per annum; on the Withdrawn Credit Balance. 2.05. The Payment Dates are January 15 and July 15 in each year. 2.06. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. -2- 2.07. The Payment Currency is Euro. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project and cause ABEGIEF to carry out Part 3 of the Project with reference to Schedule 1 of this Agreement, in accordance with the provisions of Article V of the General Conditions. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Recipient and the Association shall otherwise agree, the Recipient shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consists of the following: (a) any action has been taken for the dissolution, disestablishment or suspension of operations of ABEGIEF. (b) the legislation or other instrument governing the establishment or operations of ABEGIEF has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of ABEGIEF to perform any of its obligations under this Agreement (c) the security situation within the Project target areas has deteriorated or escalated so as to affect materially and adversely the ability of the Recipient or any of its agencies to carry out any part of the Project. 4.02. The Additional Event of Acceleration consists of the following, namely that the events specified in Section 4.01 of this Agreement occur and are continuing for a period of sixty (60) days after notice of the event has been given by the Association to the Recipient. -3- ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) the Delegated Management Contract has been duly executed and delivered, on terms and conditions acceptable to the Association, between the Recipient, acting through the Project Implementation Unit, and ABEGIEF; (b) the Recipient has: (i) established SETCO within SGP; (ii) established and operationalized the Project Implementation Unit ("PIU") in accordance with the provisions of Section I.A.2 of Schedule 2 to this Agreement; and (iii) recruited or appointed a Project coordinator, a CDD specialist, an environmental safeguards specialist, a social safeguards specialist, a procurement specialist, a financial management specialist and a senior accountant to said PIU, all in accordance with the provisions of the Procurement Regulations; (c) the Recipient has prepared a Project Implementation Manual satisfactory to the Association, in accordance with the provisions of Section 1.B of Schedule 2 to this Agreement; (d) the Recipient has prepared, consulted upon, and adopted the Security Risk Assessment in form and substance acceptable to the Association; and (e) the Recipient has prepared, consulted upon, and adopted the Security Management Plan in form and substance acceptable to the Association; 5.02. The Additional Legal Matter consists of the following, namely that the Delegated Management Contract has been duly authorized, approved or ratified by the Recipient, acting through the Project Implementation Unit, on the one hand, and ABEGIEF, on the other hand, and is legally binding upon the Recipient, acting through the Project Implementation Unit, and ABEGIEF, in accordance with its terms. 5.03. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 5.04. 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 responsible for finance. A20 -4- 6.02. For the purposes of Section 11.01 of the General Conditions (a) the Recipient's address is: Alinisfre de l'Economie et des Finances B.P. 302 Cotonou Republic of Benin; (b) the Recipient's Electronic Address is: Telex: Facsimile: E-mail: (+229) 21-31-47-81 (+229) 21-30-42-61 mobilisation@caa.finances.bj (+229) 21-31-53-56 6.03. For the purposes of Section 11.01 of the General Conditions: (a) The Association's address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America (b) the Association's Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-6391 -5- AGREED as of the Signature Date. REPUBLIC OF BENIN By ( Authorized Ri ytsnt ve Name: Romuald WADAGNI Title: Ministre de i'Economie et des Finances Date: 12 fi AVR -022 INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: Boutheina Guermazi Title: Regional Integration, Director Date: April 12, 2022 -6- SCHEDULE 1 Project Description The objectives of the Project are to improve the regional collaboration and the socio-economic and climate resilience of border-zone communities in the target northern regions of the Gulf of Guinea countries exposed to conflict and climate risks. The Project consists of the following parts: Part 1: Investing in Community Resiliency and Inclusion 1.1: Community investments for strengthening local resilience and inclusion Increasing access to local-level, climate resilient, socioeconomic infrastructure by financing community investments through Sub-grants for the construction, rehabilitation, upgrading, and/or equipment of community infrastructure designed to enhance inclusion of women, youth, displaced persons, and people with disabilities in local development activities, including connectivity works, wash, sanitation and hygiene stations, natural resource management and climate adaptation, energy and information communications technology and social structures, 1.2: Strategic economic investments for climate resilient economic development Financing the rehabilitation of existing rural primary markets in a selection of village clusters and developing economic activities to generate local employment and income through the provision of Sub-grants: (a) for the expansion, rehabilitation, upgrading, and equipping of public local market infrastructure, including access roads, tracks, buildings, stalls, warehouses, storage and cold chain facilities, solar installations, energy-efficient lighting and security, parking and slaughter areas, weighing devices, waste management, and climate-smart water and sanitation infrastructure; (b) for on-site economic activities carried out by common interest groups, including treatment and processing workshops managed by local groups, savings and credit groups, marketing cooperatives; and (c) in- depth studies of the needs and functioning of the markets and specialized technical assistance for community level facilitators. 1.3: Youth engagement and social cohesion activities Fostering social inclusion through the provision of Sub-grants for: (a) the organization of social cohesion activities and events including sports and cultural, inter-generational and inter-group dialogues and collaboration events, community volunteering activities, and community awareness raising activities; and (b) the upgrading, rehabilitation, expansion, or repurposing of existing cluster-level community infrastructure such as land, facilities for -7- cross-village youth-friendly recreational spaces, parks, community gathering spaces, sports facilities, and youth centers. Part 2: Buildina foundation and capacity for inclusive and resilient communities (a) Building capacity for community investments by strengthening the capacity of local stakeholders through supporting community mobilization and communication campaigns to raise awareness and inform target communities, and providing coaching and training on Project implementation and development principles. (b) Promoting local economic development through training and skills development, including by mobilizing a technical partner with expertise, to overcome key capacity constraints for common interest groups and capacity development for effective and sustainable management of the renovated or upgraded market facilities, carrying out studies to map key actors, organizing dialogues and knowledge-sharing forums for an inclusive territorial development of target areas. (c) Supporting agency and voice of youth to help inclusion and community cohesion through training supported by digital tools and organizing inter-generational and inter- village dialogues including peace-building leadership facilitated by partner NGOs or trained facilitators. (d) Promoting social cohesion and prevention of violence by facilitating social conflict analysis, providing training on conflict management and reconciliation, and piloting community-level alternative dispute resolution mechanisms, gender-focused and women's leadership coaching Part 3: Re2ional Coordination Platform and Dialoue (a) Establishing a regional coordination platforn through: (i) data collection and analysis by (A) creating an FVC database to improve understanding and monitoring of regional, national, and subnational FCV dynamics and climate change-related risks, (B) setting-up a registry to map community-resilient, local economic development and youth investments, and (C) creating a research catalogue to support periodic identification and collection of existing FCV and climate change studies; (ii) knowledge generation by (A) conducting thematic studies to improve understanding of FCV dynamics in the region and inform policy and Project implementation, and (B) developing a monitoring tool to capture positive, neutral, and negative sentiment related to FCV issues; and (iii) dialogue building by (A) organizing an annual high-level regional forum and thematic workshops to discuss critical issues and strategic plans for addressing FCV risks, (B) regional talks featuring prominent local, national, regional, and international speakers to cover critical topics on the Gulf of Guinea and prevention with a broader audience and (C) local institution dialogues among clusters of border villages. -8- (b) (i) Establishing a digital portal to mirror the regional coordination platform by providing digital visualization of its core activities and supporting actionable diagnostics to inform policy making; (ii) creating a mechanism to identify and support the piloting of innovative digital solutions to advance communities' socioeconomic resilience and inclusion and promote social entrepreneurs and enterprises; and (iii) developing a CDD application to support committees, facilitators, local governments engagement and help communities build climate resilience, Part 4: Project Management Supporting project management and coordination at the regional, national, and subnational levels by covering the Operating Costs of planning, implementation, and technical oversight of Project activities, environmental and social safeguards management and monitoring, financial management and procurement, preparation of work plans, budgets, and progress reports, communication, monitoring and evaluation arrangements, including the setup of a management information systen and a project beneficiary feedback mechanism. Part 5: Contingent Emergency Response Provision of immediate response to an Eligible Crisis or Emergency, as needed. -9- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements. 1. National Steering Committee (a) No later than three (3) months after the Effective Date, the Recipient shall establish and maintain, at all times during the implementation of the Project, a steering committee with a mandate, composition and resources satisfactory to the Association ("National Steering Committee"). (b) The National Steering Committee shall be comprised of, inter alia, representatives from MEF, MDGL, MISP, MASM, MAEP, MCVDD, DGFD, SGP and CAA. The Project Steering Committee shall be chaired by a representative of MEF. (c) The National Steering Committee shall be responsible for, inter alia, providing strategic direction of the Project and approving the Annual Work Plans and Budget. 2. Project Implementation Unit (a) In accordance with Article 5.01 (b) of this Agreement, the Recipient shall establish and maintain, at all times during the implementation of the Project, within SETCO, a Project implementation unit, with composition, terms of reference and resources satisfactory to the Association ("Project Implementation Unit" or "PIU"). (b) The Project Implementation Unit shall be comprised, inter alia, of Project coordinator, a CDD specialist, an environmental safeguards specialist, a social safeguards specialist, a procurement specialist, a financial management specialist and a senior accountant, all with qualifications and experience satisfactory to the Association. (c) The PIU shall be responsible for day-to-day Project coordination and implementation, including, inter alia: (i) preparing proposed annual work plans of activities for inclusion in the Project, the procurement plan and related budgets and consolidating Project Reports for the National Steering Committee's review; (ii) carrying out Project financial management and procurement activities; and (iii) monitoring and evaluating the Project, -10- 3. Support for the Committee for Regional Coordination Without limitation upon the provisions of paragraphs 1 and 2 above, the Recipient shall, in collaboration with the Participating Countries, no later than three (3) months after the Effective Date, establish and thereafter maintain, at all times during the implementation of the Project, a regional coordination committee ("Committee for Regional Coordination" or "CRC"). The CRC shall be responsible for providing overall guidance and oversight for the regional activities under the Project, including advocating for regional collaboration in knowledge development, and to act as a liaison between the Project, regional leadership and the public at large, all in accordance with the provisions of the Project Implementation Manual. 4. ABEGIEF Without limitation to the provisions of paragraph 3 of this Section LA, and for the purpose of carrying out Part 3 of the Project, ABEGIEF shall implement the activities under Part 3 of the Project, as set forth in this Agreement and the Delegated Management Contract. B. Project Implementation Manual 1I The Recipient shall prepare under terms of reference acceptable to the Association, and furnish the Association, an implementation manual for the Project containing detailed arrangements and procedures for: (a) institutional coordination and day- to-day execution of the Project; (b) Project budgeting, disbursement and financial management; (c) procurement; (d) monitoring, evaluation, reporting and communication; (e) safeguards monitoring and mitigation; (f) operational modules outlining implementation, organizational, administrative, monitoring, financial management, disbursement procurement, eligibility criteria, amounts and procedures for Sub-Grants under Part 1; and (g) such other arrangements and procedures as shall be required for the Project ("Project Implementation Manual" or "PIM"). 2. The Recipient shall carry out the Project in accordance with the Project Implementation Manual, and except as the Association shall otherwise agree in writing, the Recipient shall not assign, amend, abrogate, or waive the Project Implementation Manual, or any provision thereof 3. In the event of any conflict between the provisions of the Project Implementation Manual and those of this Agreement, the provisions of this Agreement shall prevail. -11- C. Delegated Management Contract 1. To facilitate the implementation of the Project, the Recipient shall, through the PIU, conclude a Delegated Management Contract, on terms and conditions acceptable to the Association, with ABEGIEF, vesting in its responsibility for the management of Part 3 of the Project, and specifying its roles and responsibilities consistent with this Agreement. 2. The Recipient shall exercise its rights and carry out its obligations under the Delegated Management Contract in such a manner as to protect the interests of the Recipient and the Association, and to accomplish the purposes of the Financing. 3. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive, or permit the PIU or ABEGIEF to assign, amend, abrogate or waive, the Delegated Management Contract, or any of the provisions thereof D. Annual Work Plans and Budget I. The Recipient shall: (a) not later than November 30 of each year of Project implementation, prepare and furnish to the Association, an annual work plan and budget ("Annual Work Plan and Budget"), containing all activities proposed to be included in the Project and a proposed financing plan for expenditures required for such activities for the following calendar year, including the expenditures to be financed by the Association in accordance with this Agreement and by the Recipient under each Part of the Project (for each such expenditures, with the source of funds and its corresponding percentage of financing), as well as a cashflow and disbursement forecast; and (b) shall ensure that the Project is implemented in accordance with the approved Annual Work Plan and Budget (provided, however, that in case of any conflict between the Annual Work Plan and Budget and the provisions of this Agreement, the provisions of this Agreement shall prevail). 2. The Recipient shall not make or allow to be made any change to the approved Annual Work Plan and Budget without prior approval in writing by the Association. E. Sub-Projects 1. For purposes of Part I of the Project, the Recipient shall make Sub-Grants to Beneficiaries for the purpose of financing Sub-Projects in accordance with eligibility criteria, amounts and procedures acceptable to the Association and further described in the Project Implementation Manual. -12- 2. The Recipient shall make each Sub-Grant under a Sub-Grant Agreement with the respective Beneficiary in the form of the model agreement attached to the Project Implementation Manual and on terms and conditions described in more details in the Project Implementation Manual, The Recipient shall in each Sub-Grant Agreement obtain rights adequate to protect its interests and those of the Association, including the right to: (a) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-Grant, or obtain a refund of all or any part of the amount of the Sub- Grant then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Sub-Grant Agreement; and (b) require each Beneficiary to: (i) carry out the Sub-Project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, enviromnental and social standards and practices satisfactory to the Association, including, without limitation to the generality of the foregoing, in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of Grant proceeds other than the Recipient; (ii) provide, promptly as needed, the resources required for the purposes of the Sub-Project; (iii) procure the goods, works and services to be financed out of the Sub-Grant in accordance with the provisions of this Agreement; (iv) maintain policies 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; (v) if required under the Project Implementation Manual: (A) 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 reflect the operations, resources and expenditures related to the Sub-Project; and (B) 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 promptly furnish the statements as so audited to the Recipient and the Association; -13- (vi) enable the Recipient and the Association to inspect the Sub- Project, its operation and any relevant records and documents; (vii) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association may reasonably request relating to the foregoing; and (viii) promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of the Sub-Project, or the performance by the Beneficiary of its obligations under the Sub-Grant Agreement. 3. The Recipient shall exercise its rights under each Sub-Grant Agreement in such a manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. 4. Except as otherwise agreed in writing with the Association, the Recipient shall not assign, amend, abrogate or waive any Sub-Grant Agreement or any of its provisions. F. Environmental and Social Standards 1 . The Recipient shall 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 1 above, the Recipient shall 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 ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter, -14- 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. The Recipient shall ensure that: (a) all measures necessary are taken 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 and the environmental and social instruments referred to therein, 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) the Association is promptly notified 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 enviromnent, the affected communities, the public or workers, including any workplace accidents that result in death, serious or multiple injury, pollution, or any violent labor unrest or dispute between the Recipient or security forces (assigned to protect the Project) and local communities, any case of sexual exploitation and abuse, sexual harassment and violence against minors, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Association. 6. The Recipient shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, subcontractors and supervising entities to: (a) comply with the relevant aspects of ESCP and the enviromnental 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 applicable to such civil works commissioned or carried out pursuant to said contracts. -15- G. Contingent Emergency Response 1. In order to ensure the proper implementation of contingent emergency response activities under Part 5 of the Project ("Contingent Emergency Response Part"), the Recipient shall ensure that: (a) a manual ("CERC Manual") is prepared and adopted in form and substance acceptable to the Association, which shall set forth detailed implementation arrangements for the Contingent Emergency Response Part, including: (i) any structures or institutional arrangements for coordinating and implementing the Contingent Emergency Response Part; (ii) specific activities which may be included in the Contingent Emergency Response Part, Eligible Expenditures required therefor ("Emergency Expenditures"), and any procedures for such inclusion; (iii) financial management arrangements for the Contingent Emergency Response Part; (iv) procurement methods and procedures for the Contingent Emergency Response Part; (v) documentation required for withdrawals of Financing amounts to finance Emergency Expenditures; (vi) a description of the environmental and social assessment and management arrangements for the Contingent Emergency Response Part; and (vii) a template Emergency Action Plan; (b) the Emergency Action Plan is prepared and adopted in form and substance acceptable to the Association; (c) the Emergency Response Part is carried out in accordance with the CERC Manual and the Emergency Action Plan; provided, however, that in the event of any inconsistency between the provisions of the CERC Manual or the Emergency Action Plan and this Agreement, the provisions of this Agreement shall prevail; and (d) neither the CERC Manual or the Emergency Action Plan is amended, suspended, abrogated, repealed or waived without the prior written approval by the Association. 2 The Recipient shall ensure that the structures and arrangements referred to in the CERC Manual are maintained throughout the implementation of the Contingent Emergency Response Part, with adequate staff and resources satisfactory to Association. 3. The Recipient shall ensure that: (a) the enviromnental and social instruments required for the Contingent Emergency Response Part are prepared, disclosed and adopted in -16- accordance with the CERC Manual and the ESCP, and in fonn and substance acceptable to the Association; and (b) the Contingent Emergency Response Part is carried out in accordance with the environmental and social instruments in a manner acceptable to the Association. 4. Activities under the Contingency Emergency Response Part shall be undertaken only after an Eligible Crisis or Emergency has occurred. Section H. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than one (1) month after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Proceeds of the Financinu 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 Financing to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Category Amount of the Credit Amount of the Percentage of Allocated (expressed Grant Allocated Expenditures to in EUR) (expressed in SDR) be Financed (inclusive of Taxes) (1) Sub-grants under Part 1 of 20,200,000 32,400,000 100% the Project (2) Goods, works, non- 20,200,000 100% consulting services, consulting services, Operating Costs and Training under Parts 2, 3 and 4 the Project -17- (3) Emergency Expenditures 100% under Part 5 of the Project TOTAL AMOUNT 40,400,000 32,400,000 B. Withdrawal Conditions; Withdrawal Period 1I Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed 450,000 Euros may be made for payments made prior to this date but on or after June 1, 2021, for Eligible Expenditures under Category (2); or (b) under Category (3), for Emergency Expenditures under Part 5 of the Project, unless and until the Association is satisfied, and has notified the Recipient of its satisfaction, that all of the following conditions have been met in respect of said activities: (i) the Recipient has detennined that Eligible Crisis or Emergency has occurred, has furnished 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 documents required for said activities, and the Recipient has fulfilled any actions which are required to be taken under said documents, all in accordance with the provisions of Section LG of Schedule 2 to this Agreement, for purposes of such activities; (iii) the Recipient's Coordinating Authority has adequate staff and resources, in accordance with the provisions of Section LG of Schedule 2 to this Agreement for the purposes of such activities; and; (iv) the Recipient has adopted a CERC Manual in forn, 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 1.G of Schedule 2 to this Agreement so -18- as to be appropriate for the inclusion and implementation of said activities under the CERC Part. 2. All amounts withdrawn from the Financing Account shall be used by the Recipient exclusively for the financing of activities agreed with the Association. The Recipient further undertakes that no Financing proceeds or resources may be used for law-enforcement, security, military, or paramilitary purposes or for any payments made to any law-enforcement, security, military, or paramilitary forces without the Association's express approval. 3. If the Association determines, at any time, that an amount of the Financing was used to make a payment for either: (a) ineligible expenditures; or (b) eventually used for military or paramilitary purposes, the Recipient shall, promptly upon notice from the Association, refund an amount equal to the amount of such expenditures financed by the Association. All amounts so refunded to the Association pursuant to the abovementioned request will be subsequently cancelled. 4. The Closing Date is May 31, 2027. Section IV. Other Undertakings The Recipient shall, no later than six (6) months after the Effective Date appoint an external auditor with experience and qualifications satisfactory to the Association. -19- SCHEDULE 3 Repayment Schedule Principal Amount of the Date Payment Due Credit repayable (expressed as a percentage)* On each January 15 and July 15, commencing July 15, 1.5625% 2028 to and including January 15, 2060 * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.05 (b) of the General Conditions. -20- APPENDIX Definitions 1. "ABE" means Agence Bininoise pour l'Environnement, the Recipient's agency in charge of environment, created by decree No95-47 dated February 20, 1995. 2. "ABEGIEF" means Agence Bininoise de Gestion Intgre des Espaces Frontaljers, the Recipient's agency in charge of order space management, created by decree N'2012-503 dated December 10, 2012. 3. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 4. "Basis Adjustment to the Service Charge" means the Association's standard basis adjustment to the Service Charge for credits in the currency of denomination of the Credit, in effect at 12:01 a.m. Washington, D.C. time, on the date on which the Credit is approved by the Executive Directors of the Association, and expressed either as a positive or negative percentage per annum. 5. "Beneficiary" means commune government, village committee or village association, which is a recipient, as sub-grantee, of a Sub-Grant in accordance with criteria specified in the Project Implementation Manual. "Beneficiaries" means more than one Beneficiary. 6. "CAA" means Caisse Autonome d'Amortissement, the Recipient's autonomous amortization fund, in charge of resource mobilization and public debt management. 7. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 8. "CERC Manual" means the manual referred to in Section 1.G of Schedule 2 to this Agreement, as such manual may be updated from time to time with the agreement of the Association, and which is an integral part of the Project Implementation Manual. 9. "CDD" means community driven development. 10. "Committee for Regional Coordination" or "CRC" means the regional coordination conmittee for the Project, consisting of representatives from each of the Republic of Benin, the Republic of Cote d'Ivoire, the Republic of Ghana and the Republic of Togo. -21- 11 "Contingent Emergency Response Part" means any activity or activities to be carried out under Part 5 of the Project to respond to an Eligible Crisis or Emergency. 12. "Delegated Management Contract" means a delegated management contract (Convention de Maitrise d'Ouvrage DdliguJe) referred to in Section ID of Schedule 2 to this Agreement. 13. "DGFD" means Direction Ginirale pour le Diveloppement des Financements, the Recipient's general directorate in charge financing development. 14. "Emergency Expenditures" means any of the eligible expenditures set forth in the CERC Manual referred to in Section 1.G of Schedule 2 to this Agreement and required for the Contingent Emergency Response Part. 15. "Environmental and Social Coimitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated February 28, 2022, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 16. "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Enviromnental and Social Standard 1: Assessment and Management of Enviromnental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Enviromnental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Enviromnental and Social Standard 4: Community Health and Safety"; (v) "Enviromnental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Enviromnental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Enviromnental 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"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Association. 17. "FCV" means fragility, conflict and violence. -22- 18. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14, 2018 (revised on August 1, 2020, April 1, 2021 and January 1, 2022). 19. "Labor Management Procedures" means the procedures to be prepared or updated, disclosed, consulted upon, and adopted for the Project, as set out in the ESCP, in accordance with the Environmental and Social Standards. 20. "MAEP" means Ministkre de l'Agriculture, de l'Elevage et de la Pche, the Recipient's ministry in charge of agriculture, livestock and fisheries, and any successor thereto. 21. "MASM" means Ministre dI lAction Sociale et de la Microfinance, the Recipient's ministry in charge of social action and microfinance, and any successor thereto. 22. "MCVDD" means Ministre du Cadre de Vie et du Diveloppement Durable, the Recipient's ministry in charge of living environment and sustainable development, and any successor thereto. 23. "MDGL" means MinistMre de la Ddcentralisation et de la Governance Locale, the Recipient's ministry in charge of decentralization and local governance, and any successor thereto. 24. "MEF" means Ministre de I'Econonie et des Finances, the Recipient's ministry in charge of economy and finance, and any successor thereto. 25. "MISP" means Ministre de l'Intirieur et de la Sicuritd Publique, the Recipient's ministry in charge of interior and public security, and any successor thereto. 26. "MS" means MinistWre des Sports, the Recipient's ministry in charge of sports, or any successor thereto. 27. "Operating Costs" means the reasonable incremental expenses incurred on account of Project implementation, management and monitoring, including office supplies, vehicle operation and maintenance, office equipment maintenance, communication costs, rental expenses, utilities expenses, consumables, transport, travel and accommodation, per diem, supervision costs and salaries of locally contracted staff, but excluding salaries of officials of the Recipient's civil service. 28. "Participating Countries" means collectively, the Republic of Benin, the Republic of Cote d'Ivoire, the Republic of Benin and the Republic of Togo, and the term "Participating Country" means any of the Participating Countries. iO -23- 29. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 30. "Security Management Plan" means the Recipient's plan to be prepared or updated, disclosed, consulted upon, and adopted for the Project, as set out in the ESCP, in accordance with the Enviromnental and Social Standards. 31. "Security Risk Assessment" mean the Recipient's assessment to be prepared or updated, disclosed, consulted upon, and adopted for the Project, as set out in the ESCP, in accordance with the Environmental and Social Standards. 32. "SETCO" means Secritariat Technique pour la Coordination du Projet de Cohision Sociale des Rigions Nords, the Recipient's technical secretariat for coordination of the Gulf of Guinea Northern Regions Social Cohesion Project, to be established within SGP. 33. "SGP" means Secrdariat Giniral de la Prdsidence, the Recipient's President's office general secretariat. 34. "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. 35. "Sub-Grant" means a grant to be made to a Beneficiary out of the proceeds of the Credit under Part 1 of the Financing. 36. "Sub-Grant Agreement" means the agreement providing the Sub-Grant to be entered into between a Beneficiary and the PIU, or as otherwise specified in the Project Implementation Manual. 37. "Sub-Project" means a specific set of activities to be carried out by a Beneficiary in accordance with the terms and conditions specified in the Project Implementation Manual and a Sub-Grant Agreement. 38. "Training" means the training of persons under the Project, including through seminars, workshops, knowledge sharing activities and study tours, and covers the following costs associated with such activity: travel and subsistence costs for training participants, costs associated with securing the services of trainers, rental of training facilities, preparation and reproduction of training materials, and other costs directly related to training preparation and implementation.