Common use of Exercise of Care Clause in Contracts

Exercise of Care. 5.1. WHO shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO as trustee, as applicable. 5.2. Subject to the terms of this Agreement, WHO shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board on the use of Trust Fund funds transferred to WHO and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO acknowledges and agrees that: (a) if the Facility Executive Board reasonably determines through its decision by consensus and after consultation with WHO that WHO has failed to comply with its obligations under this Agreement to a material extent, then WHO and the Facility Executive Board shall agree on timely and appropriate measures to be taken to resolve the matter. If the Facility Executive Board and WHO fail to agree on measures to be taken, or WHO fails to take relevant measures, as may be agreed between the Facility Executive Board and WHO, then the Facility Executive Board may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHO, until such time as the measures have been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO at any time up to closure of the Funding Account; provided that: (a) the Donor shall have agreed with WHO on the scope and conduct of such review or evaluation, (b) unless otherwise agreed by WHO, WHO has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHO, will be borne by the Donor, and (c) WHO shall provide all relevant information within the limits of WHO’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) any donor may request a copy of WHO’s external auditors’ certification of accounts and audit report, which is made available to the World Health Assembly on an annual basis; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO are not used for intended purposes, such Donor may notify the Facility Executive Board and the Bank of such information so that the Facility Executive Board may consult with WHO and/or take an action as set forth in paragraph 5.3(a) above. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO under paragraph 5.3(a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO EBRD shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO EBRD as trustee, as applicable. 5.2. Subject to the terms of this Agreement, WHO EBRD shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board on the use of Trust Fund funds transferred to WHO EBRD and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO EBRD acknowledges and agrees that: (a) if the Facility Executive Board reasonably determines through its decision by consensus and after consultation with WHO EBRD that WHO EBRD has failed to comply with its obligations under this Agreement to a material extent, then WHO EBRD and the Facility Executive Board shall agree on timely and appropriate measures to be taken to resolve the matter. If the Facility Executive Board and WHO EBRD fail to agree on measures to be taken, or WHO EBRD fails to take relevant measures, as may be agreed between the Facility Executive Board and WHOEBRD, then the Facility Executive Board may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOEBRD, until such time as the measures have been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO EBRD at any time up to closure of the Funding Account; provided that: (a) the Donor shall have agreed with WHO EBRD on the scope and conduct of such review or evaluation, (b) unless otherwise agreed by WHOEBRD, WHO EBRD has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOEBRD, will be borne by the Donor, and (c) WHO EBRD shall provide all relevant information within the limits of WHOEBRD’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) Notwithstanding paragraph 6.2 below, if any donor may request Donor wishes to request, on an exceptional basis, a copy separate external audit of WHOa financial statement of the Funding Account by EBRD’s external auditors’ certification auditor, EBRD and the requesting Donor shall first consult as to whether such an external audit is necessary. Following: (i) agreement between EBRD and the Donor on the scope and terms of accounts reference of such audit, and (ii) unless otherwise agreed between the Donor and EBRD, receipt by EBRD of confirmation from the Donor that the costs of such audit, including the internal costs of EBRD with respect to such audit, will be borne by the Donor; EBRD shall arrange for such external audit report, which is made available to the World Health Assembly on an annual basisin accordance with EBRD’s policies and procedures; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO EBRD are not used for intended purposes, such Donor may notify the Facility Executive Board and the Bank of such information so that the Facility Executive Board may consult with WHO EBRD and/or take an action as set forth in paragraph 5.3(a) above. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO EBRD under paragraph 5.3(a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO UNHCR shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other donor funds administered by WHO as trusteeUNHCR, as applicable. 5.2. Subject to the terms of this Agreement, WHO UNHCR shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Management Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO UNHCR acknowledges and agrees that: (a) if the Facility Executive Board Management Committee reasonably determines determines, through its decision by consensus and after consultation with WHO UNHCR, that WHO UNHCR has failed to comply with its obligations under this Agreement to a material extent, then WHO UNHCR and the Facility Executive Board Management Committee shall agree on timely and appropriate measures to be taken to resolve the matter. If the Facility Executive Board and WHO fail to agree on measures to be taken, or WHO fails to take relevant measures, as may be agreed between the Facility Executive Board and WHO, then the Facility Executive Board may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHO, until such time as the measures have been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO UNHCR at any time up to closure of the UNHCR’s Funding Account; provided that: (ai) the Donor shall have agreed with WHO UNHCR on the scope and conduct of such review or evaluation, ; (bii) unless otherwise agreed by WHOUNHCR, WHO UNHCR has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOUNHCR, will be borne by the Donor, ; and (ciii) WHO UNHCR shall provide all relevant information within the limits of WHOUNHCR’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance compliance, or other audit of the Funding Account;; and (c) any donor may request a copy of WHO’s external auditors’ certification of accounts and In line with the single audit reportprinciple, which is made available to the World Health Assembly on an annual basis; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO are not used for intended purposes, such Donor may notify the Facility Executive Board UNHCR shall be audited solely in accordance with UN Financial Regulations and the Bank UNHCR Financial Rules. All financial transactions and related activities covered by the UN Financial Regulations and the UNHCR Financial Rules shall be subject to audit by internal auditors and the United Nations Board of such information so that the Facility Executive Board may consult with WHO and/or take an action as set forth in paragraph 5.3(a) aboveAuditors. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO under paragraph 5.3(a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO EBRD shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO EBRD as trustee, as applicable. 5.2. Subject to the terms of this Agreement, WHO EBRD shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board on the use of Trust Fund funds transferred to WHO EBRD and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO EBRD acknowledges and agrees that: (a) if the Facility Executive Board reasonably determines through its decision by consensus and after consultation with WHO EBRD that WHO EBRD has failed to comply with its obligations under this Agreement to a material extent, then WHO EBRD and the Facility Executive Board shall agree on timely and appropriate measures to be taken to resolve the matter. If the Facility Executive Board and WHO EBRD fail to agree on measures to be taken, or WHO EBRD fails to take relevant measures, as may be agreed between the Facility Executive Board and WHOEBRD, then the Facility Executive Board may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOEBRD, until such time as the measures have been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO EBRD at any time up to closure of the Funding Account; provided that: (a) the Donor shall have agreed with WHO EBRD on the scope and conduct of such review or evaluation, (b) unless otherwise agreed by WHOEBRD, WHO EBRD has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOEBRD, will be borne by the Donor, and (c) WHO EBRD shall provide all relevant information within the limits of WHOEBRD’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) Notwithstanding paragraph 6.2 below, if any donor may request Donor wishes to request, on an exceptional basis, a copy separate external audit of WHOa financial statement of the Funding Account by EBRD’s external auditors’ certification auditor, EBRD and the requesting Donor shall first consult as to whether such an external audit is necessary. Following: (i) agreement between EBRD and the Donor on the scope and terms of accounts reference of such audit, and (ii) unless otherwise agreed between the Donor and EBRD, receipt by EBRD of confirmation from the Donor that the costs of such audit, including the internal costs of EBRD with respect to such audit, will be borne by the Donor; EBRD shall arrange for such external audit report, which is made available to the World Health Assembly on an annual basisin accordance with EBRD’s policies and procedures; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO EBRD are not used for intended purposes, such Donor may notify the Facility Executive Board and the Bank of such information so that the Facility Executive Board may consult with WHO EBRD and/or take an action as set forth in paragraph 5.3(a) above. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO EBRD under paragraph 5.3(a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO The IMF shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO as trusteethe IMF, as applicable. 5.2. Subject to the terms of this Agreement, WHO the IMF shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Steering Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO The IMF acknowledges and agrees that: (a) if the Facility Executive Board Donors acting through the Steering Committee reasonably determines determine through its decision by consensus and after consultation with WHO the IMF, that WHO the IMF has failed to comply with its obligations under this Agreement to a material extent, then WHO the IMF and the Facility Executive Board Donors acting through the Steering Committee shall agree on timely and appropriate measures to be taken to resolve the this matter. If the Facility Executive Board Donors acting through the Steering Committee and WHO the IMF fail to agree on the measures to be taken, taken or WHO the IMF fails to take relevant measures, measures as may be agreed between the Facility Executive Board Donors acting through the Steering Committee and WHOthe IMF, then the Facility Executive Board Donors acting through the Steering Committee may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOthe IMF, until such time as the measures have has been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO the IMF at any time up to closure of the IMF’s Funding Account; provided that: (ai) the Donor shall have agreed with WHO the IMF on the scope scope, and conduct of such review or evaluation, (bii) unless otherwise agreed by WHOthe IMF, WHO the IMF has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOthe IMF, will be borne by the Donor, and (ciii) WHO the IMF shall provide all relevant information within the limits of WHOthe IMF’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) any donor may request a copy of WHO’s external auditors’ certification of accounts and audit reportnotwithstanding paragraph 6.2. below, which is made available to the World Health Assembly on an annual basis; and (d) if any Donor becomes aware wishes to request, on an exceptional basis, a separate external audit of information that indicates that any Trust Fund resources transferred to WHO are not used for intended purposesa financial statement of the Funding Account by the IMF’s external auditor, such Donor may notify the Facility Executive Board IMF and the Bank requesting Donor shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IMF and the Donor on the scope and terms of reference of such information so that the Facility Executive Board may consult with WHO and/or take an action as set forth in paragraph 5.3(a) above. 5.4. For the avoidance of doubtaudit, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO under paragraph 5.3(a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.and

Exercise of Care. 5.14.1. WHO FAO shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO as trusteeFAO, as applicable. 5.24.2. Subject to the terms of this Agreement, WHO FAO shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Steering Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.34.3. WHO FAO acknowledges and agrees that: (a) if the Facility Executive Board Steering Committee reasonably determines through its decision by consensus and after consultation with WHO FAO, that WHO FAO has failed to comply with its obligations under this Agreement to a material extent, then WHO FAO and the Facility Executive Board Steering Committee shall agree on timely and appropriate measures to be taken to resolve the this matter. If the Facility Executive Board Steering Committee and WHO FAO fail to agree on the measures to be taken, taken or WHO FAO fails to take relevant measures, measures as may be agreed between the Facility Executive Board Steering Committee and WHOFAO, then the Facility Executive Board Steering Committee may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOFAO, until such time as the measures have has been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO FAO at any time up to closure of the FAO’s Funding Account; provided that: (ai) the Donor shall have agreed with WHO FAO on the scope scope, and conduct of such review or evaluation, (bii) unless otherwise agreed by WHOFAO, WHO FAO has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOFAO , will be borne by the Donor, and (ciii) WHO FAO shall provide all relevant information within the limits of WHOFAO’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account;. (c) If the FAO uses the Trust Fund funds to provide financing(s) to recipient(s) under Financing Agreement(s), subject to the consent of any donor relevant Recipients, FAO may request invite representatives of the Donors to participate in its supervision missions related to the funds provided under this Agreement; (d) Notwithstanding paragraph 5.2. below, if any Donor wishes to request, on an exceptional basis, a copy separate external audit of WHOa financial statement of the Funding Account by the FAO ’s external auditors’ certification auditor, FAO and the requesting Donor shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the FAO and the Donor on the scope and terms of accounts reference of such audit, and (ii) unless otherwise agreed between the Donor and the FAO, receipt by the FAO of confirmation from the Donor that the costs of such audit, including the internal costs of the FAO with respect to such audit, will be borne by the Donor; the FAO shall arrange for such external audit report, which is made available to in accordance with the World Health Assembly on an annual basisFAO’s policies and procedures; and (de) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO FAO are not used for intended purposes, such Donor may notify the Facility Executive Board Steering Committee and the Bank of such information so that the Facility Executive Board Steering Committee may consult with WHO FAO and/or take an action as set forth in paragraph 5.3(a4.3 (a) above. 5.44.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO FAO under paragraph 5.3(a4.3 (a) and/or paragraph 6.65.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.14.1. WHO UNICEF shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO UNICEF as trustee, as applicable. 5.24.2. Subject to the terms of this Agreement, WHO UNICEF shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Steering Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.34.3. WHO UNICEF acknowledges and agrees that: (a) if the Facility Executive Board Steering Committee reasonably determines through its decision by consensus and after consultation with WHO that WHO has UNICEF that: (i) UNICEF failed to comply with its obligations under this Agreement to a material extent, then WHO and (ii) UNICEF and the Facility Executive Board shall agree on timely and appropriate measures to be taken to resolve the matter. If the Facility Executive Board and WHO Steering Committee fail to agree on measures to be taken, or WHO UNICEF fails to take relevant measures, as may be agreed between the Facility Executive Board Steering Committee and WHOUNICEF in connection with (i) above, then after the Facility Executive Board may instruct expiry of the Bank, upon grace period notified by the Steering Committee to UNICEF (which shall not be shorter than thirty (30) days prior written noticecalendar days), the Steering Committee may decide to suspend the cash transfer of Trust Fund funds under any future Allocation to WHO, UNICEF until such time as the measures have been takentaken to resolve the matter; (b) any Donor the Steering Committee may review or evaluate activities financed by the Trust Fund resources transferred to WHO UNICEF at any time up to closure of the Funding AccountTrust Fund; provided that: (a) the Donor Steering Committee shall have agreed with WHO UNICEF on the scope scope, rationale, timing, and conduct of such review or evaluation, (b) unless otherwise agreed by WHOUNICEF, WHO UNICEF has received confirmation from the relevant Donor Steering Committee that all associated costs, including any costs incurred by WHOUNICEF, will be borne by the DonorTrust Fund, and (c) WHO UNICEF shall provide all relevant information within the limits of WHOUNICEF’s applicable regulations, rules, policies and procedures, including the UN Single Audit Principle, and subject to UNICEF’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding AccountTrust Fund, or UNICEF. UNICEF reserves the right to request the Steering Committee to share the written report of such review or evaluation, and comment on such report prior to any public disclosure should it be publicly disclosed. Such reviews and evaluation shall not create an undue burden on UNICEF’s regular operations; (c) any donor may request a copy of WHO’s external auditors’ certification of accounts and audit report, which is made available to the World Health Assembly on an annual basis; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO UNICEF are not used for intended purposes, such Donor may notify the Facility Executive Board Steering Committee and the Bank Trustee of such information so that the Facility Executive Board Steering Committee may consult with WHO UNICEF and/or take an action as set forth in paragraph 5.3(a4.4(a) above.; and 5.44.4. For the avoidance of doubt, notwithstanding any suspension of the any further Allocation and/or cash transfer of Trust Fund funds under any Allocation to WHO UNICEF under paragraph 5.3(a4.4(a) and/or paragraph 6.6and 5.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO ADB shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other third party funds administered by WHO as trustee, as applicableADB. 5.2. Subject to the terms of this Agreement, WHO ADB shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board on the use of Trust Fund funds transferred to WHO ADB and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO ADB acknowledges and agrees that: (a) if the Facility Executive Board reasonably determines through its decision by consensus and after consultation with WHO ADB that WHO ADB has failed to comply with its obligations under this Agreement to a material extent, then WHO ADB and the Facility Executive Board shall agree on timely and appropriate measures to be taken to resolve the matter. If the Facility Executive Board and WHO ADB fail to agree on measures to be taken, or WHO ADB fails to take relevant measures, as may be agreed between the Facility Executive Board and WHOADB, then the Facility Executive Board may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOADB, until such time as the measures have been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO ADB at any time up to closure of the Funding Account; provided that: (a) the Donor shall have agreed with WHO ADB on the scope and conduct of such review or evaluation, (b) unless otherwise agreed by WHOADB, WHO ADB has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOADB, will be borne by the Donor, and (c) WHO ADB shall provide all relevant information within the limits of WHOADB’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) If ADB uses the Trust Fund funds to provide financing(s) to recipient(s) under Financing Agreement(s), subject to the consent of any donor relevant Recipients, ADB may request invite representatives of the Donors to participate in its supervision missions related to the funds provided under this Agreement; (d) Notwithstanding paragraph 6.2 below, if any Donor wishes to request, on an exceptional basis, a copy separate external audit of WHOa financial statement of the Funding Account by ADB’s external auditors’ certification auditor, ADB and the requesting Donor shall first consult as to whether such an external audit is necessary. Following: (i) agreement between ADB and the Donor on the scope and terms of accounts reference of such audit, and (ii) unless otherwise agreed between the Donor and ADB, receipt by ADB of confirmation from the Donor that the costs of such audit, including the internal costs of ADB with respect to such audit, will be borne by the Donor; ADB shall arrange for such external audit report, which is made available to the World Health Assembly on an annual basisin accordance with ADB’s policies and procedures; and (de) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO ADB are not used for intended purposes, such Donor may notify the Facility Executive Board and the Bank of such information so that the Facility Executive Board may consult with WHO ADB and/or take an action as set forth in paragraph 5.3(a) above. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO ADB under paragraph 5.3(a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.16.1. WHO IFC shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO as trusteethe IFC, as applicable. 5.26.2. Subject to the terms of this Agreement, WHO IFC shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Trust Fund Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.36.3. WHO IFC acknowledges and agrees that: (a) if the Facility Executive Board Trust Fund Committee reasonably determines through its decision by consensus and after consultation with WHO IFC, that WHO IFC has failed to comply with its obligations under this Agreement to a material extent, then WHO IFC and the Facility Executive Board Trust Fund Committee shall agree on timely and appropriate measures to be taken to resolve the this matter. If the Facility Executive Board Trust Fund Committee and WHO IFC fail to agree on the measures to be taken, taken or WHO IFC fails to take relevant measures, measures as may be agreed between the Facility Executive Board Trust Fund Committee and WHOIFC, then the Facility Executive Board Trust Fund Committee may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOIFC, until such time as the measures have has been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO IFC at any time up to closure of the IFC’s Funding Account; provided that: (ai) the Donor shall have agreed with WHO IFC on the scope scope, and conduct of such review or evaluation, (bii) unless otherwise agreed by WHOIFC, WHO IFC has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOIFC, will be borne by the Donor, and (ciii) WHO IFC shall provide all relevant information within the limits of WHOIFC’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) notwithstanding paragraph 7.2 below, if any donor may request Donor wishes to request, on an exceptional basis, a copy separate external audit of WHOa financial statement of the Funding Account by IFC’s external auditors’ certification auditor, IFC and the requesting Donor shall first consult as to whether such an external audit is necessary. Following: (i) agreement between IFC and the Donor on the scope and terms of accounts reference of such audit, and (ii) unless otherwise agreed between the Donor and IFC, receipt by IFC of confirmation from the Donor that the costs of such audit, including the internal costs of IFC with respect to such audit, will be borne by the Donor; IFC shall arrange for such external audit report, which is made available to the World Health Assembly on an annual basisin accordance with IFC’s policies and procedures; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO IFC are not used for intended purposes, such Donor may notify the Facility Executive Board Trust Fund Committee and the Bank of such information so that the Facility Executive Board Trust Fund Committee may consult with WHO IFC and/or take an action as set forth in paragraph 5.3(a6.3(a) above. 5.46.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO IFC under paragraph 5.3(a) 6.3 and/or paragraph 6.67.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO as trusteeWHO, as applicable. 5.2. Subject to the terms of this Agreement, WHO shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Trust Fund Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO acknowledges and agrees that: (a) if the Facility Executive Board Trust Fund Committee reasonably determines through its decision by consensus and after consultation with WHO WHO, that WHO has failed to comply with its obligations under this Agreement to a material extent, then WHO and the Facility Executive Board Trust Fund Committee shall agree on timely and appropriate measures to be taken to resolve the this matter. If the Facility Executive Board Trust Fund Committee and WHO fail to agree on the measures to be taken, taken or WHO fails to take relevant measures, measures as may be agreed between the Facility Executive Board Trust Fund Committee and WHO, then the Facility Executive Board Trust Fund Committee may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHO, until such time as the measures have has been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO at any time up to closure of the WHO’s Funding Account; provided that: : (ai) the Donor shall have agreed with WHO on the scope scope, and conduct of such review or evaluation, (bii) unless otherwise agreed by WHO, WHO has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHO, will be borne by the Donor, and (ciii) WHO shall provide all relevant information within the limits of WHO’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) any donor may request a copy of WHO’s external auditors’ certification of accounts and audit report, which is made available to the World Health Assembly on an annual basis; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO are not used for intended purposes, such Donor may notify the Facility Executive Board Trust Fund Committee and the Bank of such information so that the Facility Executive Board Trust Fund Committee may consult with WHO and/or take an action as set forth in paragraph 5.3(a5.3 (a) above. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO under paragraph 5.3(a5.3 (a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

Exercise of Care. 5.1. WHO UNICEF shall perform its functions as contemplated in this Agreement, and shall exercise the same degree of care and diligence in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own resources or any other funds administered by WHO as trusteeUNICEF, as applicable. 5.2. Subject to the terms of this Agreement, WHO UNICEF shall do any and all such acts as may be necessary or appropriate for the proper administration of the Funding Account, and shall be responsible for reporting to the Facility Executive Board Trust Fund Committee on the use of Trust Fund funds transferred to WHO it and delivery of activities financed by them, in accordance with the terms of this Agreement. 5.3. WHO UNICEF acknowledges and agrees that: (a) if the Facility Executive Board Trust Fund Committee reasonably determines through its decision by consensus and after consultation with WHO UNICEF, that WHO UNICEF has failed to comply with its obligations under this Agreement to a material extent, then WHO UNICEF and the Facility Executive Board Trust Fund Committee shall agree on timely and appropriate measures to be taken to resolve the this matter. If the Facility Executive Board Trust Fund Committee and WHO UNICEF fail to agree on the measures to be taken, taken or WHO UNICEF fails to take relevant measures, measures as may be agreed between the Facility Executive Board Trust Fund Committee and WHOUNICEF, then the Facility Executive Board Trust Fund Committee may instruct the Bank, upon thirty (30) days prior written notice, to suspend the cash transfer of Trust Fund funds under any Allocation to WHOUNICEF, until such time as the measures have has been taken; (b) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to WHO UNICEF at any time up to closure of the UNICEF’s Funding Account; provided that: (ai) the Donor shall have agreed with WHO UNICEF on the scope scope, and conduct of such review or evaluation, (bii) unless otherwise agreed by WHOUNICEF, WHO UNICEF has received confirmation from the relevant Donor that all associated costs, including any costs incurred by WHOUNICEF, will be borne by the Donor, and (ciii) WHO UNICEF shall provide all relevant information within the limits of WHOUNICEF’s applicable regulations, rules, policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Funding Account; (c) any donor may request a copy of WHO’s external auditors’ certification of accounts and audit report, which is made available to the World Health Assembly on an annual basis; and (d) if any Donor becomes aware of information that indicates that any Trust Fund resources transferred to WHO UNICEF are not used for intended purposes, such Donor may notify the Facility Executive Board Trust Fund Committee and the Bank of such information so that the Facility Executive Board Trust Fund Committee may consult with WHO UNICEF and/or take an action as set forth in paragraph 5.3(a5.3 (a) above. 5.4. For the avoidance of doubt, notwithstanding any suspension of the cash transfer of Trust Fund funds under any Allocation to WHO UNICEF under paragraph 5.3(a5.3 (a) and/or paragraph 6.6, all of the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.