Common use of Subsidiary Agreement Clause in Contracts

Subsidiary Agreement. (a) To facilitate the carrying out of Part C.3 of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category (2), under a subsidiary agreement, between the Recipient and ECSA, under terms and conditions approved by the Association, which shall, inter alia, include the following (“Subsidiary Agreement”): (i) the requirement that ECSA carry out Part C.3 of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, technical, environmental and social standards acceptable to the Association, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; (ii) the obligation of ECSA to comply with the procedures for procurement of goods, and consultants’ services set forth in Section III of this Schedule 2; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 Parts A, B and E of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), TANROADS and TAA under a subsidiary agreement, agreements between the Recipient and ECSATANROADS, and between Recipient and TAA, under terms and conditions approved by the Association, which shall, inter alia, include the following (“Subsidiary Agreement”):following: (ia) the requirement that ECSA TANROADS and TAA carry out Part C.3 of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, engineering, technical, environmental and social standards acceptable to safeguard practices, and in accordance with the AssociationPIP, ESIAs, ESMPs, RPF and RAP, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for Parts A, B or E of the purposeProject, as the case may be; (iib) the obligation of ECSA TANROADS and TAA to comply with the procedures for procurement of works, goods, and consultants’ services set forth in Section III of the Procurement Plan and this Schedule 2Agreement; (iiic) the requirement that ECSA fully collaborate TANROADS and TAA comply with the Recipient in order to permit timely compliance with the record keeping, auditing and reporting requirements set forth in Section II.A and II.B II of this Schedule 2Schedule, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement annual auditing of its objectives; records and accounts (B) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoingexpenditure); (ivd) the obligation of ECSA TANROADS and TAA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, Project and the performance of its their obligations under the relevant Subsidiary Agreement; (ve) the requirement that ECSA TANROADS and TAA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its their obligations under the Implementation Subsidiary Agreement;; and (vif) the requirement that ECSA obligation of TANROADS and TAA to carry out Part C.3 of the Project in compliance accordance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement Agreements in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing, including, inter alia, the Recipient’s and the Association’s right to inspect Parts A, B and E of the Project, TANROADS’ and TAA’s operation and any relevant records and documents. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the a Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) To facilitate the carrying out of the Part C.3 C.1 of the Project (“CFCO’s Respective Part of the Project”), the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category (2), 3) available to CFCO on a non reimbursable grant basis under a subsidiary agreement, agreement between the Recipient and ECSAthe CFCO, under terms and conditions approved by the Association, which shall, inter alia, shall include the following (“Subsidiary Agreement”):following: (i) the requirement that ECSA CFCO shall be required to carry out CFCO’s Respective Part C.3 of the Project with due diligence and efficiency, ; in conformity with appropriate administrative, technical, financial, technicaleconomic, environmental and social standards acceptable to and practices, including the Associationprovisions of the CFCO Environmental and Social Management, Resettlement Policy and Indigenous Peoples’ Policy Framework, the CFCO Environmental Cleanup Strategy and Action Plan, and provide, or cause the Anti-Corruption Guidelines applicable to be provided, promptly as needed, entities other than the facilities, services Recipient; and other resources required for in accordance with the purpose;provisions of this Agreement. (ii) CFCO shall be required to ensure that: (A) the obligation procurement of ECSA all goods and services required for CFCO’s Respective Part of the Project and to comply be financed out of the proceeds of the Financing is carried out in accordance with the procedures for procurement provisions of goods, and consultants’ services set forth in Section III of this Schedule 2;Schedule; and (B) all such goods and services are used exclusively for the purposes of the Project. (iii) CFCO shall be required to ensure that all facilities relevant to CFCO’s Respective Part of the requirement Project shall at all times be properly operated and maintained and that ECSA fully collaborate with the Recipient in order all necessary repairs and renewals of such facilities shall be made promptly as needed. (iv) CFCO shall be required to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA ensure that: (A) maintain records are maintained adequate to record the progress of CFCO’s Respective Part of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Financing and disclose their use in the Project; (B) such records are furnished to the Association upon its request; and (C) all records evidencing expenditures under CFCO’s Respective Part of the Project are retained for the period of time specified in the General Conditions. (v) CFCO shall be required to ensure that: (A) policies and procedures are maintained adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable to the Association, the progress of CFCO’s Respective Part C.3 of the Project and the achievement of its objectives; (B) periodic reports are prepared, in form and substance satisfactory to the Association, integrating the results of such monitoring and evaluation activities and setting out measures recommended to ensure the continued efficient and effective execution of CFCO’s Respective Part of the Project, and to achieve its objectives, each such report to cover the period of one calendar semester; (1C) maintain each such report is furnished to the Recipient in adequate time to enable it to incorporate such report in its Project Report for the same period and to comply with its reporting obligations under Section II of this Schedule 2; and (D) a final report is prepared, and furnished to the Recipient, of such scope and in such detail as the Association shall reasonably request, on the execution of CFCO’s Respective Part of the Project, and in adequate time to enable the Recipient to incorporate such report in its report required pursuant to Section 4.08 (c) of the General Conditions. (vi) CFCO shall be required to ensure that: (A) a financial management system is maintained and prepare financial statements are prepared in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations and financial condition of CFCO, including the operations, resources and expenditures related to CFCO’s Respective Part C.3 of the Project; and (B) (2) have such financial statements are audited annually by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association; and (C) not later than 6 months after the end of each such period, and promptly furnish the such financial statements as so audited are furnished to the Recipient Association, along with such other information concerning such audited financial statements and such auditors, as the Association; (C) enable the Recipient Association may from time to time reasonably request, and to permit the Association to inspect make such financial statements as so audited available to the public, along with the Subsidiary Agreement. (vii) In order to assist CFCO in carrying out its responsibilities, the Recipient shall carry out, on behalf and in the name of CFCO: (A) the procurement required for the CFCO’s Respective Part C.3 of the Project, its operation and any relevant records and documentsin accordance with the provisions of subparagraph (ii) of this paragraph (a); and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (ivB) the obligation financial management obligations referred to in subparagraph (vi) of ECSA to exchange views with the Recipient and the Association with regard to the progress this paragraph (a) in respect of CFCO’s Respective Part C.3 of the Project; and to this end, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform CFCO shall authorize the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of withdraw on its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use behalf the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if for such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreementactivities. (b) The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the ProjectProject by MoEVT (Zanzibar), the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category MoEVT (2Zanzibar), under a subsidiary agreement, the Subsidiary Agreement between the Recipient and ECSAMoEVT (Zanzibar), under terms and conditions approved by the Association, which shall, inter alia, shall include the following obligations of MoEVT (“Subsidiary Agreement”):Zanzibar) to: (a) (i) the requirement that ECSA carry out Part C.3 of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, technical, technical and environmental practices and social standards acceptable to in accordance with the Association, and Project Implementation Plan; (ii) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purposeProject; and (iii) not amend, abrogate or waive any provision of the Project Implementation Plan except as the Association and the Recipient shall otherwise agree, if such amendment, abrogation or waiver may, in the opinion of the Recipient and the Association, materially or adversely affect the implementation of the Project; (iib) the obligation of ECSA to comply with the procedures for procurement of goods, and consultants’ consultant services set forth in Section III of this Schedule 2the Procurement Plan; (iiic) the requirement that ECSA fully collaborate comply with the Recipient in order to permit timely compliance with the record keeping, auditing and reporting requirements set forth in Section II.A and II.B of Schedule 2 to this Schedule 2Agreement with respect to the Project, including the requirement that ECSA (A) maintain policies annual auditing of its records and procedures adequate to enable it to monitor and evaluate accounts in accordance with indicators acceptable to the Association, the progress of Part C.3 respect of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 expenditure in respect of the Project; and ); (Bd) (2) have such financial statements audited annually by independent auditors acceptable to at 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; (C) enable the Recipient and the Association to inspect Part C.3 request of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to Association, exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, Project and the performance of its obligations under the Subsidiary Agreement; (ve) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Subsidiary Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (viif) rights in case of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under conflict between the Subsidiary Agreement and this Agreement, the latter shall prevail. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category Categories (1), (2), (3), and (5) of the table set forth in Section III.1 of this Schedule available to each Participating State under a subsidiary agreement, agreement between the Recipient and ECSAeach Participating State, under terms and conditions approved by acceptable to the Association, which shall, inter alia, include the following Association (“Subsidiary Agreement”):), which shall include, inter alia: (a) the Recipient shall obtain rights adequate to protect its interests and those of the Association, including the right to: (i) the requirement that ECSA require each Participating State to: (A) carry out Part C.3 of its activities under the Project with due diligence and efficiencyefficiency and in accordance with sound technical, in conformity with appropriate administrativeeconomic, financial, technicalmanagerial, environmental and social standards acceptable and practices satisfactory to the Association, including in accordance with the provisions of this Agreement, the PIM, and the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (B) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; (ii) , including the obligation of ECSA the Participating State to comply provide counterpart funding for the purposes of implementation of its activities under the Project in accordance with the procedures for procurement of approved Annual Work Plans and Budgets; (C) procure the goods, works and consultants’ services set forth to be financed out of the Subsidiary Financing in Section III accordance with the provisions of this Schedule 2; Agreement; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (AD) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project its activities and the achievement of its objectivesthe objectives of the Project; (B) E) (1) 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 Part C.3 of its activities under the Project; and (B) (2) at the Association’s or the Recipient’s request, have such financial statements audited annually 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; (CF) enable the Recipient and the Association to inspect Part C.3 of Project activities under the ProjectParticipating State’s jurisdiction, its operation and any relevant records and documents; and (DG) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (Aii) suspend or terminate the right of ECSA the Participating State to use the proceeds of the Financing allocated from time to time to Category (2)Subsidiary Financing, or (B) declare to be immediately due and payable or obtain a refund of all or any part if such of the amount of the Subsidiary Financing then withdrawn, upon ECSAthe Participating State’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), COPECO under a subsidiary agreement, agreement (Subsidiary Agreement) between the Recipient and ECSACOPECO, under terms and conditions approved by acceptable to the Association and adequate to protect the interests of the Recipient and those of the Association, which shall, inter alia, include the following (“Subsidiary Agreement”):shall include: (ia) the requirement that ECSA carry out Part C.3 provision to COPECO of the Project with due diligence and efficiencyfunds, in conformity with appropriate administrative, financial, technical, environmental and social standards acceptable to the Association, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for to enable COPECO to carry out the purposeProject, including the transfer of the proceeds of the Financing on a grant basis; (iib) the obligation of ECSA COPECO to: (i) carry out the Project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to comply the Association, including in accordance with the procedures AF Operational Manual and the provisions of the Anti-Corruption Guidelines applicable to recipients of credit proceeds other than the Recipient; (ii) provide promptly as needed, any additional resources within its control required for procurement of goods, and consultants’ services set forth in Section III of this Schedule 2; the purpose; (iii) procure the requirement that ECSA fully collaborate goods, works and services to be financed out of the Credit in accordance with the Recipient in order provisions of this Agreement; (iv) prior to permit timely compliance the carrying out of any Subproject, enter into a Subproject Agreement with the requirements set forth respective Eligible Municipality, as provided in Section II.A I.D.1 (b) of Schedule 2 to this Agreement; (v) maintain the GAAEX and II.B the TCU throughout Project implementation, as provided in Section I.A.1 of Schedule 2 to this Schedule 2, including the requirement that ECSA Agreement; (Avi) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectivesobjective; (Bvii) (1A) 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 Part C.3 of the Project; and (B) (2) at the Association’s or the Recipient’s request, have such financial statements audited annually 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; (Cviii) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (Dix) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (viic) rights the right of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA COPECO to use the proceeds of the Financing allocated from time to time to Category (2)subsidiary financing, or (B) obtain refund of all or any part if such of the amount of the Financing subsidiary financing then withdrawn, upon ECSACOPECO’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate abrogate, waive or waive fail to enforce the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 Parts A and B of the ProjectProject by UETCL, the Recipient shall make available to ECSA on a grant basis part of the proceeds of the Financing allocated from time to time to Category (2)Parts A and B of the Project, available to UETCL under a subsidiary agreement, agreement between the Recipient and ECSAUETCL, under terms and conditions approved by the Association, which shall, inter alia, shall include the following obligations of UETCL: (“a) to repay a portion of the Financing made available by the Recipient on terms satisfactory to the Association; (b) to maintain an EBITDA Margin and Debt Service Cover Ratio satisfactory to the Association as more particularly set out in the Subsidiary Agreement”):; (ic) the requirement that ECSA to carry out Part C.3 Parts A and B of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, engineering, technical, environmental and social standards acceptable to the Associationsafeguard practices, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purposeProject; (iid) the obligation of ECSA to comply with the procedures for procurement of works, goods, and consultants’ services set forth in Section III of the Procurement Plan and this Schedule 2Agreement; (iiie) the requirement that ECSA fully collaborate to comply with the Recipient in order to permit timely compliance with the record keeping, auditing and reporting requirements set forth in Section II.A and II.B II of this Schedule 2with respect to Parts A and B of the Project, including the requirement that ECSA (A) maintain policies annual auditing of its records and procedures adequate to enable it to monitor accounts in respect of Parts A and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 B of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 expenditure in respect of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing); (ivf) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, Project and the performance of its obligations under the Subsidiary Agreement; (vg) the requirement that ECSA to promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 Parts A and B of the Project, or the performance of its obligations under the Implementation Subsidiary Agreement;; and (vih) the requirement that ECSA to carry out Part C.3 Parts A and B of the Project in compliance accordance with the terms of the Anti-Anti- Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) To facilitate 1. Without limitation to the carrying provisions of Section 3.01, the Recipient, through MECCES, shall cause AFAP to carry out of Part C.3 the disbursements, procurement and financial management functions of the Project, the Recipient shall make available Project pursuant to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category an agreement (2), under a subsidiary agreement, “Subsidiary Agreement”) between the Recipient Recipient, through MECCES, and ECSAAFAP, under terms and conditions approved by acceptable to the Association, which shallshall include, inter alia: (a) the roles and responsibilities of the Recipient, include through MECCES, and AFAP in connection with Project implementation; (b) the following obligation of the Recipient, through MECCES, to make the proceeds of the Grant available to AFAP for the purposes of carrying out the procurement and financial management functions under the Project; (“c) the right of the Recipient, through MECCES, to suspend or terminate the right of AFAP to use said proceeds of the financing, or to obtain a refund of all or any part of the amount of the financing then withdrawn, upon AFAP’s failure to perform any of the obligations under the Subsidiary Agreement”):; and (d) the obligation of AFAP to: (i) the requirement that ECSA carry out Part C.3 of its functions under the Project with due diligence and efficiency, efficiency and in conformity accordance with appropriate administrative, financial, sound technical, environmental financial and social managerial standards acceptable and practices satisfactory to the Association, and including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (ii) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; (iiiii) procure the obligation of ECSA to comply with the procedures for procurement of goods, works and consultants’ services set forth in Section III to be financed out of this Schedule 2; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate Grant in accordance with indicators acceptable to the Association, the progress provisions of Part C.3 of the Project and the achievement of its objectives; (B) this Agreement; (1) 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 Part C.3 of the Project; and (B) (2) at the Association’s or the Recipient’s request, through MECCES, have such financial statements audited annually 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 Recipient, through MECCES, and the Association; ; (Cv) enable the Recipient Recipient, through MECCES, and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and ; (Dvi) prepare and furnish to the Recipient Recipient, through MECCES, and the Association all such information as the Recipient Recipient, through MECCES, or the Association shall reasonably request relating to the foregoing; (ivvii) prepare and submit to MECCES for adoption, the obligation Operations Manual in accordance with Section I.C.1 of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreementthis Schedule; (vviii) the requirement that ECSA promptly inform the Recipient customize its accounting software to maintain separate records and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of ledger accounts for the Project, or the performance of its obligations under the Implementation Agreement; (viix) sign an amendment of the requirement that ECSA carry out Part C.3 existing contract with external auditors to include the audit of the Project in compliance with the terms of the Anti-Corruption Guidelinesfinancial statements; (x) maintain an internal auditor; and (viixi) rights for the purposes of the Recipient adequate provision of Stipends: (1) prior to protect its interests providing any Stipend, maintain one or more payment agents hired in accordance with Section 2.11 of the Standard Conditions, with terms of reference, qualifications and those of experience satisfactory to the Association, including to assist the right: AFAP in administering ▇▇▇▇▇▇▇▇; and (A2) suspend or terminate monitor and evaluate, under terms of reference satisfactory to the right of ECSA to use Association, the proceeds implementation of the Financing allocated from time provision of Stipends to time ensure that Stipends payments are made exclusively to Category (2), or (B) obtain refund of all or any part if such amount Beneficiaries for productive purposes consistent with the objective of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary AgreementProject. (b) 2. The Recipient Recipient, through MECCES, shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the FinancingGrant. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Amended Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) To In order to facilitate the carrying out of Part C.3 A(2) of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category (2), ) available to BUMIGEB on a grant basis (“Sub-Financing”) under a subsidiary agreement, agreement between the Recipient and ECSABUMIGEB, under terms and conditions approved by the Association, which shall, inter alia, shall include the following those set forth below in sub-paragraph (b) of Section I.A.4 of this Schedule (“Subsidiary Agreement”):). (b) BUMIGEB shall: (i) the requirement that ECSA carry out Part C.3 A(2) of the Project with due diligence and efficiencyefficiency and in accordance with sound technical, in conformity with appropriate administrativeeconomic, financial, technicalmanagerial, environmental and social standards acceptable and practices satisfactory to the Association, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient and the provisions of Section I.C.3 of this Schedule; (ii) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; ; (iiiii) request the obligation Recipient, for and on BUMIGEB’s behalf, to procure the goods and services to be financed out of ECSA to comply the Sub-financing in accordance with the procedures for procurement provisions of goods, and consultants’ services set forth in Section III of this Schedule 2; and the General Conditions; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (Aiv) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 A(2) of the Project and the achievement of its objectives; (Bv) request the Recipient, for and on BUMIGEB’s behalf, to: (1A) 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 Part C.3 A(2) of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 Parts 1.4(b), 2.1. and 2.2 of the Project, the Recipient Recipient, through MFEDI, shall make available to ECSA on a grant basis the proceeds of the Financing Credit allocated from time to time to under Category (2)) of the table outlined in Section III.A of this Schedule 2, available to the BWS under a subsidiary agreement, agreement between the Recipient Recipient, through MFEDI, and ECSABWS, under terms and conditions approved by the Association, which shall, inter alia, include the following (“Subsidiary Agreement”):), which shall include the following: (a) the obligation of the Recipient, through MFEDI: (i) to promptly disburse to BWS the proceeds of the Credit; (ii) to take or permit to be taken all actions to enable BWS to comply with its obligations referred under this Agreement; and (iii) to take remedial actions against BWS in case the BWS fails to comply with any of its obligations under the Subsidiary Agreement (which actions shall previously be agreed to with the Association); and (b) the obligation of the BWS: (i) the requirement that ECSA to carry out Part C.3 its responsibilities under Parts 1.4(b), 2.1 and 2.2 of the Project with due diligence and efficiency, efficiency and in conformity with appropriate administrative, technical, economic, financial, technical, social and environmental and social standards acceptable to the Associationpractices, and provide, or cause to be provided, promptly as neededfollowing the provisions of the Financing Agreement, the facilitiesSubsidiary Agreement, services the ESCP, and other resources required for the purposeProject Operations Manual, as applicable; (ii) to carry out the obligation of ECSA to comply with the procedures for procurement of goodsfinancial management, procurement, monitoring, and consultants’ services set forth in Section III evaluation aspects of this Schedule 2; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2Project, including the requirement that ECSA obligation to: (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectives; (B) (1) maintain a financial management system and prepare financial statements in accordance with following consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to Part C.3 Parts 1.4(b), 2.1 and 2.2 of the Project; and (B) (2) have such financial statements audited annually 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; and (C) enable make such audited financial statements publicly available in a timely fashion and a manner acceptable to the Recipient Association; (iii) ensure that all goods, works, and the Association services to inspect Part C.3 be financed out of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to Credit are procured following the Recipient and provisions of the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoingProcurement Regulations; (iv) ensure that adequate policies and procedures are maintained to enable it to monitor and evaluate, following indicators acceptable to the obligation of ECSA to exchange views with the Recipient and the Association with regard to Association, the progress of Part C.3 Parts 1.4(b), 2.1 and 2.2 of the Project, Project and the performance achievement of its obligations under the Subsidiary Agreementobjectives; (v) maintain the requirement that ECSA PIU throughout Project implementation, as provided in Section I.A.3 of Schedule 2 to this Agreement; (vi) ensure compliance with social and environmental safeguards requirements as outlined in the ESCP and Section I.D of Schedule 2 to this Agreement; (vii) comply with the provisions of the Anti-Corruption Guidelines in connection with the activities under Parts 1.4(b), 2.1 and 2.2 of the Project under its responsibility; (viii) promptly inform the Recipient and the Association of any condition which that interferes or threatens to interfere with the progress of Part C.3 Parts 1.4(b), 2.1 and 2.2 of the Project, or the performance of its obligations under the Implementation Subsidiary Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (viiix) rights of take or permit to be taken all actions to enable the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA comply with their respective obligations referred to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under in this Agreement and/or in the Subsidiary Agreement, as the case may be. (b) 2. The Recipient Recipient, through MFEDI, shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the FinancingCredit. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate abrogate, or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) To facilitate 1. In order to achieve the carrying out of Part C.3 objective of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), BoSS under a subsidiary agreement, agreement between the Recipient and ECSABoSS, under terms and conditions approved by the Association, which shall, inter alia, shall include the following following: (a) the principal amount of the Financing made available under the Subsidiary Agreement (“Subsidiary AgreementFinancing”):) shall be denominated in Dollars; (ib) the requirement that ECSA Subsidiary Financing shall be made available on grant terms; and (c) the Recipient shall obtain rights adequate to protect its interests and those of the Association, including the right to: (A) suspend or terminate the right of BoSS to use the proceeds of the Subsidiary Financing, or obtain a refund of all or any part of the amount of the Subsidiary Financing then withdrawn, upon BoSS’s failure to perform any of its obligations under the Subsidiary Agreement; and (B) require BoSS to: (I) carry out Part C.3 of the Project with due diligence and efficiencyefficiency and in accordance with sound technical, in conformity with appropriate administrativeeconomic, financialfiduciary, technicalmanagerial, environmental and social standards acceptable and practices satisfactory to the Association, and including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of credit proceeds other than the Recipient; (II) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; ; (iiIII) procure the obligation goods, works, non-consulting services and services to be financed out of ECSA to comply the Subsidiary Financing in accordance with the procedures for procurement of goods, and consultants’ services set forth in Section III provisions of this Schedule 2; Agreement; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (AIV) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectivesobjective; (B) V) (1) 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 Part C.3 of the Project; and (B) (2) at the Association’s or the Recipient’s request, have such financial statements audited annually 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; (CVI) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (DVII) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; foregoing (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the “Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2”), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the ProjectProject by the Project Implementing Entity, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), the Project Implementing Entity under a subsidiary agreement, agreement between the Recipient and ECSACMM (“Subsidiary Agreement”), under terms and conditions approved by the Association, which shallshall include: (a) the principal amount of the Financing to be made available to CMM on grant terms under the Subsidiary Agreement; (b) the right of the Recipient to suspend or terminate the right of CMM to use said proceeds of the Financing, inter aliaor to obtain a refund of all or any part of the amount of the Financing then withdrawn, upon CMM failure to perform any of the obligations under the Subsidiary Agreement. 2. The Subsidiary Agreement shall further include the following obligation of the Project Implementing Entity to: (“Subsidiary Agreement”): (ia) the requirement that ECSA carry out Part C.3 of implement the Project with due diligence and efficiency, efficiency and in conformity with appropriate administrative, technical, financial, technicaleconomic, environmental and social standards acceptable and practices, including the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient, Safeguards Instruments, and in accordance with the provisions of this Agreement; (b) (i) procure all goods, works and services required under the Project and to be financed out of the proceeds of the Financing in accordance with the Procurement Regulations; and (ii) ensure that all such goods, works and services are used exclusively for the purposes of the Project; (c) ensure that all facilities relevant to the Association, Project shall at all times be properly operated and provide, or cause to maintained and that all necessary repairs and renewals of such facilities shall be provided, made promptly as needed; (d) with respect to records management: (i) maintain records adequate to record the progress of the Project (including its cost and the benefits to be derived from it), to identify the facilitiesgoods, works and services financed out of the proceeds of the Financing and other resources required for the purpose; disclose their use; (ii) furnish such records and information as may be requested by the obligation of ECSA to comply with Recipient or the procedures for procurement of goods, Association; and consultants’ services set forth in Section III of this Schedule 2; (iii) retain all records evidencing expenditures under the requirement that ECSA fully collaborate Project for the period of time specified in the General Conditions; (e) with the Recipient in order respect to permit timely compliance with the requirements set forth in Section II.A monitoring and II.B of this Schedule 2, including the requirement that ECSA evaluation: (Ai) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable to the Recipient and the Association, the progress of Part C.3 of the Project and the achievement of its objectivesobjective; (Bii) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually by independent auditors acceptable to the Associationperiodic reports, in accordance with consistently applied auditing standards acceptable to the Association, form and promptly furnish the statements as so audited substance satisfactory to the Recipient and the Association; (C) enable , integrating the Recipient results of such monitoring and evaluation activities and setting out measures recommended to ensure the Association to inspect Part C.3 of the Project, its operation continued efficient and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 effective execution of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agreeachieve its objective, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.each such report to cover a calendar quarter;

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 Parts A and B of the ProjectProject by UETCL, the Recipient shall make available to ECSA on a grant basis part of the proceeds of the Financing allocated from time to time to Category (2)Parts A and B of the Project, available to UETCL under a subsidiary agreement, agreement between the Recipient and ECSAUETCL, under terms and conditions approved by the Association, which shall, inter alia, shall include the following obligations of UETCL: (“a) to repay a portion of the Financing made available by the Recipient on terms satisfactory to the Association; (b) to maintain an EBITDA Margin and Debt Service Cover Ratio satisfactory to the Association as more particularly set out in the Subsidiary Agreement”):; (ic) the requirement that ECSA to carry out Part C.3 Parts A and B of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, engineering, technical, environmental and social standards acceptable to the Associationsafeguard practices, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purposeProject; (iid) the obligation of ECSA to comply with the procedures for procurement of works, goods, and consultants’ services set forth in Section III of the Procurement Plan and this Schedule 2Agreement; (iiie) the requirement that ECSA fully collaborate to comply with the Recipient in order to permit timely compliance with the record keeping, auditing and reporting requirements set forth in Section II.A and II.B II of this Schedule 2with respect to Parts A and B of the Project, including the requirement that ECSA (A) maintain policies annual auditing of its records and procedures adequate to enable it to monitor accounts in respect of Parts A and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 B of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 expenditure in respect of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing); (ivf) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, Project and the performance of its obligations under the Subsidiary Agreement; (vg) the requirement that ECSA to promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 Parts A and B of the Project, or the performance of its obligations under the Implementation Subsidiary Agreement;; and (vih) the requirement that ECSA to carry out Part C.3 Parts A and B of the Project in compliance accordance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part C.3 of the Project, the Recipient shall make part of the proceeds of the Financing available to ECSA on the Project Implementing Entity under a grant basis subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”), which shall include: (a) the proceeds of the Financing allocated from time to time to Category Categories (2), under a subsidiary agreement, between ) and (3) shall be made available to the Project Implementing Entity on non-reimbursable grant terms; (b) the Recipient shall obtain rights adequate to protect its interests and ECSA, under terms and conditions approved by those of the Association, which shall, inter alia, include including the following (“Subsidiary Agreement”): right to: (i) suspend or terminate the requirement that ECSA right of the Project Implementing Entity to use the proceeds of the Financing, or obtain a refund of all or any part of the amount of the Financing then withdrawn, upon the Project Implementing Entity’s failure to perform any of its obligations under the Subsidiary Agreement; and (ii) require the Project Implementing Entity to: (A) carry out its Respective Part C.3 of the Project with due diligence and efficiencyefficiency and in accordance with sound technical, in conformity with appropriate administrativeeconomic, financial, technicalmanagerial, environmental and social standards acceptable and practices satisfactory to the Recipient and the Association, and including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (B) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; ; (iiC) ensure the obligation procurement of ECSA the goods and services to comply be financed out of the Financing in accordance with the procedures for procurement of goods, and consultants’ services set forth in Section III provisions of this Schedule 2; Agreement; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (AD) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Recipient and the Association, the progress of its Respective Part C.3 of the Project and the achievement of its objectives; (B) E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Recipient and the Association, both in a manner adequate to reflect the operations, resources and expenditures related to its Respective Part C.3 of the Project; and (B) (2) at the Association’s or the Recipient’s request, have such financial statements audited annually by independent auditors acceptable to the Recipient and the Association, in accordance with consistently applied auditing standards acceptable to the Recipient and the Association, and promptly furnish the statements as so audited to the Recipient and the Association; (CF) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (DG) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (ivc) except as the obligation of ECSA to exchange views with Association shall otherwise agree, the Recipient and the Association with regard to Project Implementing Entity shall not assign, amend, abrogate or waive the progress of Part C.3 of the Project, and the performance Subsidiary Agreement or any of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelinesprovisions; and (viid) rights in the event of any conflict between the Recipient adequate to protect its interests Subsidiary Agreement and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2)Agreement or the Project Agreement, or (B) obtain refund of all or any part if such amount of the Financing then withdrawnAgreement or the Project Agreement, upon ECSA’s failure to perform any of its obligations under as the Subsidiary Agreementcase may be, shall prevail. (b) 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 Parts A and C.1 of the Project, the Recipient shall make available to ECSA on a grant basis part of the proceeds of the Financing allocated from time available to time to Category (2), TANESCO under a subsidiary agreement, agreement between the Recipient and ECSATANESCO, under terms and conditions approved by the AssociationAssociation (“Subsidiary Agreement”), which shall, inter alia, include the following (“Subsidiary Agreement”):following: (ia) the requirement that ECSA TANESCO carry out Part C.3 Parts A and C.1 of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, engineering, technical, environmental and social standards acceptable to the Associationsafeguard practices, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for Parts A and C.1 of the purposeProject; (iib) the obligation of ECSA the TANESCO to comply with the procedures for procurement of works, goods, and consultants’ services set forth in Section III of the Procurement Plan and this Schedule 2Agreement; (iiic) the requirement that ECSA fully collaborate TANESCO comply with the Recipient in order to permit timely compliance with the record keeping, auditing and reporting requirements set forth in Section II.A and II.B II of this Schedule 2with respect to Parts A and C.1 of the Project, including the requirement that ECSA (A) maintain policies annual auditing of its records and procedures adequate to enable it to monitor and evaluate accounts in accordance with indicators acceptable to the Association, the progress of Part C.3 respect of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 expenditure in respect of Parts A and C.1 of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing); (ivd) the obligation of ECSA TANESCO to exchange views with the Recipient and the Association with regard to the progress of Part C.3 Parts A and C.1 of the Project, Project and the performance of its obligations under the Subsidiary Agreement;; and (ve) the requirement that ECSA TANESCO promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 Parts A and C.1 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), FAES under a subsidiary agreement, agreement between the Recipient and ECSAFAES, under terms and conditions approved by the Association, which shall, inter alia, shall include the following provisions: (“Subsidiary Agreement”):a) the obligation of the Recipient to: (i) make the requirement that ECSA carry out Part C.3 proceeds of the Project with due diligence Financing available to FAES as a grant under terms and efficiency, in conformity with appropriate administrative, financial, technical, environmental and social standards conditions acceptable to the Association; and (ii) take all actions necessary to permit FAES to carry out the Project and ensure the achievement of the objective thereof; (b) the obligation of FAES to: (i) carry out the Project in accordance with this Agreement, the Subsidiary Agreement, the Project Operation Manual, the provisions of the Anti-Corruption Guidelines applicable to recipients of grant proceeds other than the Recipient and the annual work plans and budgets approved by the Association referred to in Section I.A.2 of this Schedule, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purposeSafeguard Documents; (ii) promptly refund to the obligation Recipient for further refund to the Association any proceeds from the grant not used for purposes of ECSA to comply carrying out the Project or for achieving its objective, or otherwise utilized in a manner inconsistent with the procedures for procurement of goods, and consultants’ services set forth in Section III provisions of this Schedule 2Agreement; (iii) at the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B request of this Schedule 2, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually 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; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to Association, exchange views with the Recipient and the Association with regard to the progress of Part C.3 the Project and the achievement of the Projectits objective, and the ▇▇▇▇'▇ performance of its obligations under the Subsidiary Agreement, the Project Operation Manual, the annual work plans and budgets approved by the Association and the Anti-Corruption Guidelines and the Safeguard Documents; (iv) enter into the pertinent Service Agreements as provided in Section I.D.1 of Schedule 2 to this Agreement; (v) maintain staff in adequate number and with terms of reference, qualifications and experience satisfactory to the requirement that ECSA Association for the implementation of the Project; (vi) take, or cause to be undertaken, all necessary actions to enable the Recipient to comply with its Project implementation obligations under this Agreement; and (vii) promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 implementation of the Project in compliance with and the terms achievement of the Anti-Corruption Guidelinesits objective; and (viic) rights a provision stipulating that, in case of conflict amongst any of the Recipient adequate to protect its interests provisions contained in the Subsidiary Agreement or the Project Operation Manual, and those set forth in this Agreement, the provisions of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of this Agreement shall at all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreementtimes prevail. (b) 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate abrogate, terminate, waive or waive fail to enforce the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), the IP under a subsidiary agreement, agreement (the “Subsidiary Agreement”) between the Recipient and ECSAIP, under terms and conditions approved by the AssociationAssociation which shall include: (a) The provision to the IP of the funds, which shallfacilities and other resources required to enable it to carry out the Project, inter alia, include including the following transfer of the proceeds of the Credit on a grant basis. (“Subsidiary Agreement”):b) The obligation of the IP to: (i) the requirement that ECSA carry out Part C.3 of the Project in accordance with due diligence and efficiencythe provisions of this Agreement, in conformity with appropriate administrative, financial, technical, environmental and social standards acceptable the Anti-Corruption Guidelines applicable to recipients of Credit proceeds other than the AssociationRecipient, and in accordance with the Operational Manual; (ii) provide, or cause to be provided, as promptly as needed, the facilities, services and other resources required for purposes of implementing the purpose; (ii) the obligation of ECSA to comply with the procedures for procurement of goods, and consultants’ services set forth in Section III of this Schedule 2Project; (iii) procure the requirement that ECSA fully collaborate goods, works and services to be financed out of the Financing in accordance with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B provisions of this Schedule 2, including the requirement that ECSA Agreement; (Aiv) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the AssociationProject Indicators, the progress of Part C.3 of the Project and the achievement of its objectives; objective; (B) (1A) 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 Part C.3 of the Project; and and (B) (2) at the Association’s or the Recipient’s request, have such financial statements audited annually 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; , and make such audited financial statements publicly available in a timely fashion and in a manner acceptable to the Association; (Cvi) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and ; (Dvii) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (ivviii) maintain the obligation PCU throughout Project implementation, as provided in Section I.A.2 (a) of ECSA Schedule 2 to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary this Agreement; (vix) the requirement that ECSA promptly inform the Recipient enter into Co-execution Agreements and the Association Participation Agreements, as provided in Section I.C.1 of any condition which interferes or threatens Schedule 2 to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation this Agreement; (vix) as needed, enter into MOUs with advisory agencies (“Advisory Agencies”), under terms and conditions acceptable to the requirement that ECSA carry out Part C.3 Association, for purposes of facilitating the implementation of the Project in compliance with the terms of the Anti-Corruption GuidelinesProject; and (viixi) rights to take, and/or cause to be taken, all necessary actions to enable the Recipient to comply with its obligations under this Agreement. (c) The right of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA the IP to use benefit from the proceeds of the Financing allocated from time to time to Category (2)subsidiary financing, or (B) to obtain a refund of all or any part if such of the amount of the Financing subsidiary financing then withdrawn, upon ECSAthe IP’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not amend, assign, amendabrogate, abrogate suspend, terminate, waive or waive fail to enforce the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) To facilitate 1. In order to achieve the carrying out of Part C.3 objective of the Project, the Recipient Project Implementing Entity shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category (2), under enter into a subsidiary agreement, between agreement with the Recipient and ECSA, under terms and conditions approved by the Association, which shall, inter alia, shall include the following following: (a) the principal amount of the Financing made available under the Subsidiary Agreement (“Subsidiary AgreementFinancing”):) shall be denominated in Dollars; (ib) the requirement that ECSA Subsidiary Financing shall be made available on grant terms; and (c) the Recipient shall obtain rights adequate to protect its interests and those of the Association, including the right to: (A) suspend or terminate the right of BoSS to use the proceeds of the Subsidiary Financing, or obtain a refund of all or any part of the amount of the Subsidiary Financing then withdrawn, upon BoSS’s failure to perform any of its obligations under the Subsidiary Agreement; and (B) require BoSS to: (I) carry out Part C.3 of the Project with due diligence and efficiencyefficiency and in accordance with sound technical, in conformity with appropriate administrativeeconomic, financialfiduciary, technicalmanagerial, environmental and social standards acceptable and practices satisfactory to the Association, and including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of credit proceeds other than the Recipient; (II) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; ; (iiIII) procure the obligation goods, works, non-consulting services and services to be financed out of ECSA to comply the Subsidiary Financing in accordance with the procedures for procurement of goods, and consultants’ services set forth in Section III provisions of this Schedule 2; Agreement; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (AIV) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectivesobjective; (B) V) (1) 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 Part C.3 of the Project; and (B) (2) at the Association’s or the Recipient’s request, have such financial statements audited annually 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; (CVI) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (DVII) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; foregoing (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the “Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2”), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the ProjectProject by FAES, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), FAES under a subsidiary agreement, agreement between the Recipient and ECSAFAES, under terms and conditions approved by the Association, which shallshall include, inter alia, include the following (“Subsidiary Agreement”): (ia) the requirement that ECSA carry out Part C.3 of the FAES shall remain staffed at all times during Project implementation with due diligence personnel adequate in numbers and efficiencyhaving functions, in conformity with appropriate administrative, financial, technical, environmental qualifications and social standards acceptable to the Association, and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; (ii) the obligation of ECSA to comply with the procedures for procurement of goods, and consultants’ services set forth in Section III of this Schedule 2; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually 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 experience satisfactory to the Recipient and the Association; , including a deputy coordinator to be selected in accordance with the provisions of Section III of Schedule 2 to this Agreement; (Cb) enable the Recipient requirement that FAES shall report to MEF and MENFP on the Association to inspect Part C.3 discharge of its functions and mandate concerning the activities for the Project, its operation on a semi-annual basis; (c) the commitment by FAES that it shall submit annual Project work plans and any relevant records and documents; and (D) prepare and furnish budget to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoingfor their review and approval; (ivd) the obligation commitment by FAES that it shall furnish during Project implementation, annual audited financial statements of ECSA its business activities within six (6) months of the close of the relevant annual fiscal year; (e) the details and method of payment of FAES management fees in respect of Project implementation; (f) the commitment of FAES to exchange views with prepare and adopt within 4 months of the Recipient Effective Date of this Agreement, the Operational Manual, including therein the EMF, the RPF and the Association with regard Procurement Plan, all satisfactory in form and substance to the progress of Part C.3 of Association; and (g) the Project, benchmark and the performance of monitoring plan to assess FAES’s own compliance with its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient Agreement and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary this Agreement. (b) 2. The Recipient shall exercise its rights and carry its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) To In order to facilitate the carrying out of Part C.3 A(2) of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time to time to Category (2), ) available to BUMIGEB on a grant basis (“Sub-Financing”) under a subsidiary agreement, agreement between the Recipient and ECSABUMIGEB, under terms and conditions approved by the Association, which shall, inter alia, shall include the following those set forth below in sub-paragraph (b) of Section I.A.4 of this Schedule (“Subsidiary Agreement”):). (b) BUMIGEB shall: (i) the requirement that ECSA carry out Part C.3 A(2) of the Project with due diligence and efficiencyefficiency and in accordance with sound technical, in conformity with appropriate administrativeeconomic, financial, technicalmanagerial, environmental and social standards acceptable and practices satisfactory to the Association, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient and the provisions of Section I.C.3 of this Schedule; (ii) provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for the purpose; ; (iiiii) request the obligation Recipient, for and on BUMIGEB’s behalf, to procure the goods and services to be financed out of ECSA to comply the Sub-financing in accordance with the procedures for procurement provisions of goods, and consultants’ services set forth in Section III of this Schedule 2; and the General Conditions; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (Aiv) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of Part C.3 A(2) of the Project and the achievement of its objectives; (Bv) request the Recipient, for and on BUMIGEB’s behalf, to: (1A) 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 Part C.3 A(2) of the Project; and (B) (2) have such financial statements audited annually 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 and their audits to the Recipient and the Association; (Cvi) enable the Recipient and the Association to inspect Part C.3 A(2) of the Project, its operation and any relevant records and documents; and (Dvii) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing;. (ivc) The Recipient shall undertake to carry out for and on behalf of BUMIGEB: (A) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of procurement required for Part C.3 A(2) of the Project, in accordance with the provisions of subparagraph (b)(iii) of Section I.A.4 of this Schedule; and the performance of its obligations under the Subsidiary Agreement; (vB) the requirement that ECSA promptly inform the Recipient and the Association financial management obligations referred to in subparagraph (b)(v) of any condition which interferes or threatens to interfere with the progress Section I.A.4 of this Schedule in respect of Part C.3 A(2) of the Project; and to this end, or BUMIGEB shall irrevocably authorize the performance Recipient to withdraw on its behalf the proceeds of its obligations under the Implementation Agreement;Financing allocated for such activities. (vid) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) The Recipient shall obtain rights of the Recipient adequate to protect its interests and those of the Association, including the rightright to: (Ai) suspend or terminate the right of ECSA BUMIGEB to use the proceeds of the Financing allocated from time to time to Category (2), Sub-financing; or (Bii) obtain a refund of all or any part if such of the amount of the Financing Sub-financing then withdrawn, upon ECSABUMIGEB’s failure to perform any of its obligations under the Subsidiary Agreement. (be) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), ENACAL under a subsidiary agreement, agreement (Subsidiary Agreement) between the Recipient and ECSAENACAL, under terms and conditions approved by the Association, which shall, inter alia, include the following (“Subsidiary Agreement”): (i) the requirement that ECSA carry out Part C.3 of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, technical, environmental and social standards acceptable to the Association, and providewhich shall include inter alia: (a) the provision to ENACAL of the funds, or cause to be provided, promptly as needed, the facilities, services and other resources required for to enable ENACAL to carry out the purposeProject, including the transfer of the proceeds of the Financing; (iib) the obligation of ECSA ENACAL to: (i) carry out the Project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to comply the Association, including in accordance with the procedures Operational Manual and the provisions of the Anti-Corruption Guidelines applicable to recipients of Financing proceeds other than the Recipient; (ii) provide, promptly as needed, any additional resources within its control required for procurement of goods, and consultants’ services set forth in Section III of this Schedule 2; the purpose; (iii) (A) procure the requirement that ECSA fully collaborate goods, works and services to be financed out of the Financing in accordance with the Recipient in order provisions of this Agreement; and (B) conduct the audits referred to permit timely compliance with the requirements set forth in Section II.A and II.B V.A of Schedule 2 to this Agreement; (iv) maintain, throughout Project implementation, professional staff required for Project implementation as provided in Section I.A.1 of Schedule 2, including the requirement that ECSA 2 to this Agreement; (Av) maintain policies and procedures adequate to enable it to monitor and evaluate evaluate, in accordance with indicators acceptable to the AssociationAssociation and set forth in the Operational Manual, the progress of Part C.3 of the Project and the achievement of its objectivesobjective; (Bvi) (1A) 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 its operations and financial condition, including operations, resources and expenditures related to Part C.3 of the Project; and (B) (2) have such financial statements audited annually by independent auditors acceptable to the Association, Association in accordance with consistently applied auditing standards acceptable to the AssociationAssociation (each audit covering one calendar year of ENACAL), and promptly furnish the statements as so audited to the Recipient and the Association; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with the Recipient and the Association with regard to the progress of Part C.3 of the Project, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreement; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 by the Project Implementing Entity of the Project, the Recipient shall make available to ECSA on a grant basis the proceeds of the Financing allocated from time available to time to Category (2), the Project Implementing Entity under a subsidiary agreement, agreement between the Recipient and ECSAthe Project Implementing Entity, under terms and conditions approved by the Association, which shall, inter alia, shall include the following (“Subsidiary Agreement”): (ia) the requirement that ECSA carry out Part C.3 of the Project with due diligence and efficiency, in conformity with appropriate administrative, financial, technical, environmental and social standards acceptable amount allocated to the Association, and provide, or cause Sub-projects shall be used exclusively to be provided, promptly as needed, the facilities, services and other resources required for the purposefinance Sub-projects on a grant basis; (iib) no Sub-project shall be considered for financing under the obligation of ECSA to comply Project except in accordance with the procedures for procurement of goods, eligibility criteria and consultants’ services terms and conditions set forth in Section III of this Schedule 2; (iii) the requirement that ECSA fully collaborate with the Recipient in order to permit timely compliance with the requirements set forth in Section II.A and II.B of this Schedule 2, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the AssociationProcedures Manual, the progress of Part C.3 of the Project Environmental and Social Management Framework and the achievement of its objectives; (B) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the AssociationResettlement Policy Framework, and promptly furnish the statements as so audited to approved by the Recipient and the Association; (C) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (ivc) goods, works and services required for the obligation purposes of ECSA to exchange views financing Sub-projects shall be procured in accordance with the Recipient and the Association with regard Association’s procedures as set forth in Schedule 1 to the progress of Part C.3 of Project Agreement and as detailed in the Project, and the performance of its obligations under the Subsidiary AgreementProcedures Manual; (vd) any Grant equal to or in excess of fifteen million KMF (KMF 15,000,000) shall be approved by the requirement that ECSA promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation AgreementFADC National Executive Secretariat; (vie) the requirement that ECSA carry out Part C.3 no Grant shall be in excess of the Project in compliance with the terms of the Antiseventy-Corruption Guidelinesfive million KMF (KMF 75,000,000); and (viif) rights no Sub-project shall be executed under Part A.1 of the Recipient adequate to protect its interests Project unless a Financing Agreement has been concluded between FADC and those the concerned Beneficiary, setting forth the respective obligations of the Associationparties there under, including details of disbursement schedules and procurement procedures and the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawnrelevant counterpart contribution; (g) no Communal Pilot Project shall be executed under Part A.2 of the Project unless a Framework Agreement has been concluded between FADC and the relevant Commune, upon ECSA’s failure to perform any setting forth the respective obligations of its obligations under the Subsidiary Agreementparties thereunder, including specific arrangements for oversight of implementation of activities as well as maintenance obligations, as further detailed in the Procedures Manual. (b) 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate arrogate or waive the Subsidiary Agreement or of any of its provisions.

Subsidiary Agreement. (a) 1. To facilitate the carrying out of Part C.3 the Project Implementing Entity’s Respective Parts of the Project and its other obligations related to financial management, procurement and progress reporting for the entire Project, the Recipient shall make available to ECSA on a grant basis part of the proceeds of the Financing allocated from time available to time to Category (2), the Project Implementing Entity through a grant provided under a subsidiary agreement, agreement between the Recipient and ECSAthe Project Implementing Entity, under terms and conditions approved by the Association, which shall, inter alia, include the following (“Subsidiary Agreement”):shall include: (ia) The amount of the requirement that ECSA grant shall be made available in United States Dollars (determined on the date, or respective dates, of withdrawal from the Financing Account) of the value of the currency or currencies so withdrawn; (b) The Project Implementing Entity shall undertake to carry out Part C.3 its Respective Parts of the Project with due diligence and efficiency, efficiency and in conformity accordance with appropriate administrativemanagement, financial, technical, environmental engineering and public utility practices and social and environmental standards acceptable to the Association, and provide, or cause to be provided, promptly as needed, the facilitiesfunds, services facilities and other resources required for the purpose; (iic) The Project Implementing Entity shall undertake to carry out the obligation of ECSA to comply Project in accordance with the procedures for procurement of goods, Anti-Corruption Guidelines and to procure the goods and consultants’ services set forth to be financed out of the proceeds of the grant in accordance with the provisions of Section III of Schedule 2 to this Schedule Agreement, and utilize such goods and consultants’ services exclusively in the carrying out of its Respective Parts of the Project; (d) The Project Implementing Entity shall undertake to enable the Recipient and the Association to inspect such goods and any relevant records and documents; (e) The Project Implementing Entity shall undertake to take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice, including, without limitation, such insurance to cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the grant to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable to replace or repair such goods; (f) The Project Implementing Entity shall, in relation to the Project, undertake to: (i) maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition; (ii) retain all records (contracts, orders, invoices, bills, receipts and other documents) evidencing expenditures under the Project until at least the later of: (i) one (1) year after the Recipient and the Association have received the audited financial statements covering the period during which the last withdrawal from the Financing Account was made; and (ii) a minimum of two (2) years after the Closing Date; (iii) enable the requirement that ECSA fully collaborate with Recipient’s representatives and the Recipient in order Association’s representatives to permit timely compliance with the requirements set forth in Section II.A examine such records; (iv) have its records, accounts and II.B financial statements (balance sheets, statements of this Schedule 2income and expenses and related statements) for each fiscal year audited, including the requirement that ECSA (A) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Associationappropriate auditing principles consistently applied, the progress of Part C.3 of the Project and the achievement of its objectives; (B) (1) 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 Part C.3 of the Project; and (B) (2) have such financial statements audited annually by independent auditors acceptable to the Association, in accordance and as part of the audit, MPAO shall ensure that a special performance audit of Part E of the Project (verifying the establishment of individual pension accounts, Pension Payouts and fulfillment of disbursement-linked indicators) will be carried out on terms of reference agreed with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association; ; (Cv) enable the Recipient and the Association to inspect Part C.3 of the Project, its operation and any relevant records and documents; and (D) prepare and furnish to the Recipient and the Association all as soon as available, but in any case not later than six (6) months after the end of each such information year, certified copies of said financial statements and accounts for such year as the Recipient or the Association shall reasonably request relating to the foregoing; (iv) the obligation of ECSA to exchange views with so audited; an opinion on such statements by said auditors in such scope and detail as the Recipient and the Association with regard to shall have reasonably requested; and all such other information concerning said records, accounts and financial statements, as well as the progress of Part C.3 of the Projectaudit thereof, and the performance of its obligations under the Subsidiary Agreement; (v) the requirement that ECSA promptly inform as the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of Part C.3 of the Project, or the performance of its obligations under the Implementation Agreementshall reasonably request; (vi) the requirement that ECSA carry out Part C.3 of the Project in compliance with the terms of the Anti-Corruption Guidelines; and (vii) rights of the Recipient adequate prepare and furnish to protect its interests and those of the Association, including the right: (A) suspend or terminate the right of ECSA to use the proceeds of the Financing allocated from time to time to Category (2), or (B) obtain refund of all or any part if such amount of the Financing then withdrawn, upon ECSA’s failure to perform any of its obligations under the Subsidiary Agreement. (b) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.later than forty-five