Common use of EXERCISE OF CARE Clause in Contracts

EXERCISE OF CARE. Section 8.1. The IE 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 the IE; or implementation of projects and activities using such resources. Section 8.2. Subject to the terms of this Agreement and in accordance with the IE’s policies and procedures, the IE shall do any and all such acts as may be necessary or appropriate for the proper administration of the IE Trust Fund/Account, and shall be responsible for reporting to the Governing Board through the Secretariat and Trustee on the use of Trust Fund funds transferred to it (including on any collection of funds from any recipient of Trust Fund funds or any other entities) and delivery of activities financed by them, in accordance with the terms of the Agreement. Section 8.3. The IE acknowledges and agrees that: (a) if the Governing Board reasonably determines through its decision and after consultation with the IE that: (i) the IE failed to comply with its obligations under this Agreement to a material extent, and (ii) the IE and the Governing Board fail to agree on measures to be taken, or the IE fails to take relevant measures, as may be agreed between the Governing Board and the IE in connection with (i) above, then after the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), the Governing Board may decide to suspend any future Allocation, or, as the case may be, any future commitment of Trust Fund resources (by providing an instruction to the Trustee, and upon such instruction, the Trustee will notwithstanding Section 2 suspend any further commitment), to the IE until such time as the measures have been taken to resolve the matter; (i) if the Governing Board reasonably determines through its decision after consultation with the IE that: (x) the IE failed to comply with its obligations under this Agreement to a material extent, and (y) the IE failed to initiate, before the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), any relevant steps within its control in accordance with its policies and procedures to address such failure; or (ii) if the Trustee has notified the Governing Board, after the expiry of the grace period set out in Section 10.6, of the IE’s non-compliance under the said Section; then, in addition to Section 8.3(a) above, the Governing Board may instruct the Trustee to suspend any further cash transfer of Trust Fund resources to the IE. Upon such instruction by the Governing Board, the Trustee will, notwithstanding Section 2 above, suspend cash transfer of Trust Fund resources to the IE, until such time that the Trustee is notified by the Governing Board of its agreement with the IE that the non-compliance is reasonably addressed; provided always that the Trustee shall not suspend any cash transfer for any Cash Transfer Request that is made by the IE for PPR Activities, which are unaffected by IE’s non-compliance; (c) the Governing Board may review or evaluate activities financed by the IE Trust Fund/Account resources transferred to the IE at any time up to closure of the IE Trust Fund/Account; provided that: (i) the Governing Board shall have agreed with the IE on the scope, rationale and conduct of such review or evaluation, (ii) unless otherwise agreed by the IE, the IE has received confirmation from the Governing Board that all associated costs, including any costs incurred by the IE, will be borne by the Trust Fund, and (iii) the IE shall provide all relevant information within the limits of the IE’s applicable policies and procedures, subject to IE’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund or the IE Trust Fund/Account. Any findings resulting from the review and evaluation shall be shared with the IE. In no event shall such reviews and evaluation create an undue burden on the IE’s or a PPR Activity Recipient’s regular operations; (d) Notwithstanding Section 10.2(g) below, if the Governing Board wishes to request, on an exceptional basis, a separate external audit of a financial statement of the IE Trust Fund/Account by the IE’s external auditor, the IE and the Governing Board shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IE and the Governing Board on the scope and terms of reference of such audit, and (ii) unless otherwise agreed between the Governing Board and the IE, receipt by the IE of confirmation from the Governing Board that the costs of such audit, including the internal costs of the IE with respect to such audit, will be borne by the Trust Fund; the IE shall arrange for such external audit in accordance with the IE’s policies and procedures; and (e) if any Contributor becomes aware of information that indicates that any Trust Fund resources transferred to the IE are not used for intended purposes, such Contributor may notify the Governing Board and the Trustee of such information so that the Governing Board may consult with the IE and/or take an action as set forth in Section 8.3. Section 8.4. For the avoidance of doubt, notwithstanding any suspension of any further Allocation, commitment and/or cash transfer of Trust Fund resources to the IE under Sections 8.3 and 10.6, all the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

EXERCISE OF CARE. Section 8.1. The IE 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 the IE; or implementation of projects and activities using such resources. Section 8.2. Subject to the terms of this Agreement and in accordance with the IE’s policies and procedures, the IE shall do any and all such acts as may be necessary or appropriate for the proper administration of the IE Trust Fund/Account, and shall be responsible for reporting to the Governing Board through the Secretariat and Trustee on the use of Trust Fund funds transferred to it (including on any collection of funds from any recipient of Trust Fund funds or any other entities) and delivery of activities financed by them, in accordance with the terms of the Agreement. Section 8.3. The IE acknowledges and agrees that: (a) if the Governing Board reasonably determines through its decision and after consultation with the IE that: (i) the IE failed to comply with its obligations under this Agreement to a material extent, and (ii) the IE and the Governing Board fail to agree on measures to be taken, or the IE fails to take relevant measures, as may be agreed between the Governing Board and the IE in connection with (i) above, then after the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), the Governing Board may decide to suspend any future Allocation, or, as the case may be, any future commitment of Trust Fund resources (by providing an instruction to the Trustee, and upon such instruction, the Trustee will notwithstanding Section 2 suspend any further commitment), to the IE until such time as the measures have been taken to resolve the matter; (i) if the Governing Board reasonably determines through its decision after consultation with the IE that: (x) the IE failed to comply with its obligations under this Agreement to a material extent, and (y) the IE failed to initiate, before the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), any relevant steps within its control in accordance with its policies and procedures to address such failure; or (ii) if the Trustee has notified the Governing Board, after the expiry of the grace period set out in Section 10.6, of the IE’s non-compliance under the said Section; then, in addition to Section 8.3(a) above, the Governing Board may instruct the Trustee to suspend any further cash transfer of Trust Fund resources to the IE. Upon such instruction by the Governing Board, the Trustee will, notwithstanding Section 2 above, suspend cash transfer of Trust Fund resources to the IE, until such time that the Trustee is notified by the Governing Board of its agreement with the IE that the non-compliance is reasonably addressed; provided always that the Trustee shall not suspend any cash transfer for any Cash Transfer Request that is made by the IE for PPR Activities, which are unaffected by IE’s non-compliance; (c) the Governing Board may review or evaluate activities financed by the IE Trust Fund/Account resources transferred to the IE at any time up to closure of the IE Trust Fund/Account; provided that: (i) the Governing Board shall have agreed with the IE on the scope, rationale and conduct of such review or evaluation, (ii) unless otherwise agreed by the IE, the IE has received confirmation from the Governing Board that all associated costs, including any costs incurred by the IE, will be borne by the Trust Fund, and (iii) the IE shall provide all relevant information within the limits of the IE’s applicable policies and procedures, subject to IE’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund or the IE Trust Fund/Account. Any findings resulting from the review and evaluation shall be shared with the IE. In no event shall such reviews and evaluation create an undue burden on the IE’s or a PPR Activity Recipient’s regular operations; (d) Notwithstanding notwithstanding Section 10.2(g) below, if the Governing Board wishes to request, on an exceptional basis, a separate external audit of a financial statement of the IE Trust Fund/Account by the IE’s external auditor, the IE and the Governing Board shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IE and the Governing Board on the scope and terms of reference of such audit, and (ii) unless otherwise agreed between the Governing Board and the IE, receipt by the IE of confirmation from the Governing Board that the costs of such audit, including the internal costs of the IE with respect to such audit, will be borne by the Trust Fund; the IE shall arrange for such external audit in accordance with the IE’s policies and procedures; and (e) if any Contributor becomes aware of information that indicates that any Trust Fund resources transferred to the IE are not used for intended purposes, such Contributor may notify the Governing Board and the Trustee of such information so that the Governing Board may consult with the IE and/or take an action as set forth in Section 8.3. Section 8.4. For the avoidance of doubt, notwithstanding any suspension of any further Allocation, commitment and/or cash transfer of Trust Fund resources to the IE under Sections 8.3 and 10.6, all the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

EXERCISE OF CARE. Section 8.1. The IE 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 resources or] any other [funds administered by the IE as trustee][third party funds administered by the IE; or implementation of projects and activities using such resources], as applicable]2. Section 8.2. Subject to the terms of this Agreement and in accordance with the IE’s policies and procedures, the IE shall do any and all such acts as may be necessary or appropriate for the proper administration of the IE Trust Fund/Account, and shall be responsible for reporting to the Governing Board through the Secretariat and Trustee Committee on the use of Trust Fund funds transferred to it (including on any collection of funds from any recipient of Trust Fund funds or any other entities) and delivery of activities financed by them, in accordance with the terms of the Agreement. Section 8.3. The IE acknowledges and agrees that: (a) if the Governing Board Committee reasonably determines through its decision and after consultation with the IE that: (i) the IE failed to comply with its obligations under this Agreement to a material extent, and (ii) the IE and the Governing Board Committee fail to agree on measures to be taken, or the IE fails to take relevant measures, as may be agreed between the Governing Board Committee and the IE in connection with (i) above, then after the expiry of the grace period notified by the Governing Board Committee to the IE (which shall not be shorter than thirty (30) calendar days), the Governing Board Committee may decide to suspend any future Allocation, or, as the case may be, any future commitment of Trust Fund resources (by providing an instruction to the Trustee, and upon such 2 Insert as applicable. instruction, the Trustee will notwithstanding Section 2 suspend any further commitment), to the IE until such time as the measures have been taken to resolve the matter; (i) if the Governing Board Committee reasonably determines through its decision after consultation with the IE that: (xI) the IE failed to comply with its obligations under this Agreement to a material extent, and (yII) the IE failed to initiate, before the expiry of the grace period notified by the Governing Board Committee to the IE (which shall not be shorter than thirty (30) calendar days), any relevant steps within its control in accordance with its policies and procedures to address such failure; or or (ii) if the Trustee has notified the Governing BoardCommittee, after the expiry of the grace period set out in Section 10.6, of the IE’s non-compliance under the said Section; then, in addition to Section 8.3(a) above, the Governing Board Committee may instruct the Trustee to suspend any further cash transfer of Trust Fund resources to the IE. Upon such instruction by the Governing BoardCommittee, the Trustee will, notwithstanding Section 2 above, suspend cash transfer of Trust Fund resources to the IE, until such time that the Trustee is notified by the Governing Board Committee of its agreement with the IE that the non-compliance is reasonably addressed; provided always that the Trustee shall not suspend any cash transfer for any Cash Transfer Request that is made by the IE for PPR F.O.R.T.I.S. Ukraine FIF Activities, which are unaffected by IE’s non-non- compliance;. (c) the Governing Board Committee may review or evaluate activities financed by the IE Trust Fund/Account resources transferred to the IE at any time up to closure of the IE Trust Fund/Account; provided that: (i) the Governing Board Committee shall have agreed with the IE on the scope, rationale rationale, and conduct of such review or evaluation, (ii) unless otherwise agreed by the IE, the IE has received confirmation from the Governing Board Committee that all associated costs, including any costs incurred by the IE, will be borne by the Trust Fund, and (iii) the IE shall provide all relevant information within the limits of the IE’s applicable policies and procedures, subject to the IE’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance compliance, or other audit of the Trust Fund or the IE Trust Fund/Account. Any findings resulting from the review and evaluation shall be shared with the IE. In no event shall such reviews and evaluation create an undue burden on the IE’s or a PPR F.O.R.T.I.S. Ukraine FIF Activity Recipient’s regular operations; (d) Notwithstanding Section 10.2(g) below, if the Governing Board Committee wishes to request, on an exceptional basis, a separate external audit of a financial statement of the IE Trust Fund/Account by the IE’s external auditor, the IE and the Governing Board Committee shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IE and the Governing Board Committee on the scope and terms of reference of such audit, and (ii) unless otherwise agreed between the Governing Board Committee and the IE, receipt by the IE of confirmation from the Governing Board Committee that the costs of such audit, including the internal costs of the IE with respect to such audit, will be borne by the Trust Fund; the IE shall arrange for such external audit in accordance with the IE’s policies and procedures; and (e) if any Contributor becomes aware of information that indicates that any Trust Fund resources transferred to the IE are not used for intended purposes, such Contributor may notify the Governing Board Committee and the Trustee of such information so that the Governing Board Committee may consult with the IE and/or take an action as set forth in Section 8.3. Section 8.4. For the avoidance of doubt, notwithstanding any suspension of any further Allocation, commitment and/or cash transfer of Trust Fund resources to the IE under Sections 8.3 and 10.6, all the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.the

EXERCISE OF CARE. Section 8.1. The IE 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 the IE; or implementation of projects and activities using such resources. Section 8.2. Subject to the terms of this Agreement and in accordance with the IE’s policies and procedures, the IE shall do any and all such acts as may be necessary or appropriate for the proper administration of the IE Trust Fund/Account, and shall be responsible for reporting to the Governing Board through the Secretariat and Trustee on the use of Trust Fund funds transferred to it (including on any collection of funds from any recipient of Trust Fund funds or any other entities) and delivery of activities financed by them, in accordance with the terms of the Agreement. Section 8.3. The IE acknowledges and agrees that: (a) if the Governing Board reasonably determines through its decision and after consultation with the IE that: (i) the IE failed to comply with its obligations under this Agreement to a material extent, and (ii) the IE and the Governing Board fail to agree on measures to be taken, or the IE fails to take relevant measures, as may be agreed between the Governing Board and the IE in connection with (i) above, then after the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), the Governing Board may decide to suspend any future Allocation, or, as the case may be, any future commitment of Trust Fund resources (by providing an instruction to the Trustee, and upon such instruction, the Trustee will notwithstanding Section 2 suspend any further commitment), to the IE until such time as the measures have been taken to resolve the matter; (i) if the Governing Board reasonably determines through its decision after consultation with the IE that: (x) the IE failed to comply with its obligations under this Agreement to a material extent, and (y) the IE failed to initiate, before the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), any relevant steps within its control in accordance with its policies and procedures to address such failure; or (ii) if the Trustee has notified the Governing Board, after the expiry of the grace period set out in Section 10.6, of the IE’s non-compliance under the said Section; then, in addition to Section 8.3(a) above, the Governing Board may instruct the Trustee to suspend any further cash transfer of Trust Fund resources to the IE. Upon such instruction by the Governing Board, the Trustee will, notwithstanding Section 2 above, suspend cash transfer of Trust Fund resources to the IE, until such time that the Trustee is notified by the Governing Board of its agreement with the IE that the non-compliance is reasonably addressed; provided always that the Trustee shall not suspend any cash transfer for any Cash Transfer Request that is made by the IE for PPR Activities, which are unaffected by IE’s non-compliance; (c) the Governing Board may review or evaluate activities financed by the IE Trust Fund/Account resources transferred to the IE at any time up to closure of the IE Trust Fund/Account; provided that: (i) the Governing Board shall have agreed with the IE on the scope, rationale and conduct of such review or evaluation, (ii) unless otherwise agreed by the IE, the IE has received confirmation from the Governing Board that all associated costs, including any costs incurred by the IE, will be borne by the Trust Fund, ; and (iii) the IE shall provide all relevant information within the limits of the IE’s applicable policies and procedures, subject to IE’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund or the IE Trust Fund/Account. Any findings resulting from the review and evaluation shall be shared with the IE. In no event shall such reviews and evaluation create an undue burden on the IE’s or a PPR Activity Recipient’s regular operations; (d) Notwithstanding notwithstanding Section 10.2(g) below, if the Governing Board wishes to request, on an exceptional basis, a separate external audit of a financial statement of the IE Trust Fund/Account by the IE’s external auditor, the IE and the Governing Board shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IE and the Governing Board on the scope and terms of reference of such audit, and (ii) unless otherwise agreed between the Governing Board and the IE, receipt by the IE of confirmation from the Governing Board that the costs of such audit, including the internal costs of the IE with respect to such audit, will be borne by the Trust Fund; the IE shall arrange for such external audit in accordance with the IE’s policies and procedures; and (e) if any Contributor becomes aware of information that indicates that any Trust Fund resources transferred to the IE are not used for intended purposes, such Contributor may notify the Governing Board and the Trustee of such information so that the Governing Board may consult with the IE and/or take an action as set forth in Section 8.3. Section 8.4. For the avoidance of doubt, notwithstanding any suspension of any further Allocation, commitment and/or cash transfer of Trust Fund resources to the IE under Sections 8.3 and 10.6, all the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

EXERCISE OF CARE. Section 8.1. The IE 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 resources or] any other [funds administered by the IE as trustee][third party funds administered by the IE; or implementation of projects and activities using such resources], as applicable]3. Section 8.2. Subject to the terms of this Agreement and in accordance with the IE’s policies and procedures, the IE shall do any and all such acts as may be necessary or appropriate for the proper administration of the IE Trust Fund/Account, and shall be responsible for reporting to the Governing Board through the Secretariat and Trustee on the use of Trust Fund funds transferred to it (including on any collection of funds from any recipient of Trust Fund funds or any other entities) and delivery of activities financed by them, in accordance with the terms of the Agreement. Section 8.3. The IE acknowledges and agrees that: (a) if the Governing Board reasonably determines through its decision and after consultation with the IE that: (i) the IE failed to comply with its obligations under this Agreement to a material extent, and (ii) the IE and the Governing Board fail to agree on measures to be taken, or the IE fails to take 3 Insert as applicable. relevant measures, as may be agreed between the Governing Board and the IE in connection with (i) above, then after the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), the Governing Board may decide to suspend any future Allocation, or, as the case may be, any future commitment of Trust Fund resources (by providing an instruction to the Trustee, and upon such instruction, the Trustee will notwithstanding Section 2 suspend any further commitment), to the IE until such time as the measures have been taken to resolve the matter; (i) if the Governing Board reasonably determines through its decision after consultation with the IE that: (x) the IE failed to comply with its obligations under this Agreement to a material extent, and (y) the IE failed to initiate, before the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), any relevant steps within its control in accordance with its policies and procedures to address such failure; or or (iiiii) if the Trustee has notified the Governing Board, after the expiry of the grace period set out in Section 10.6, of the IE’s non-compliance under the said Section; then, in addition to Section 8.3(a) above, the Governing Board may instruct the Trustee to suspend any further cash transfer of Trust Fund resources to the IE. Upon such instruction by the Governing Board, the Trustee will, notwithstanding Section 2 above, suspend cash transfer of Trust Fund resources to the IE, until such time that the Trustee is notified by the Governing Board of its agreement with the IE that the non-compliance is reasonably addressed; provided always that the Trustee shall not suspend any cash transfer for any Cash Transfer Request that is made by the IE for PPR [PPR] Activities, which are unaffected by IE’s non-compliance;. (c) the Governing Board may review or evaluate activities financed by the IE Trust Fund/Account resources transferred to the IE at any time up to closure of the IE Trust Fund/Account; provided that: (i) the Governing Board shall have agreed with the IE on the scope, rationale and conduct of such review or evaluation, (ii) unless otherwise agreed by the IE, the IE has received confirmation from the Governing Board that all associated costs, including any costs incurred by the IE, will be borne by the Trust Fund, and (iii) the IE shall provide all relevant information within the limits of the IE’s applicable policies and procedures, subject to IE’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund or the IE Trust Fund/Account. Any findings resulting from the review and evaluation shall be shared with the IE. In no event shall such reviews and evaluation create an undue burden on the IE’s or a PPR [PPR] Activity Recipient’s regular operations; (d) Notwithstanding Section 10.2(g) below, if the Governing Board wishes to request, on an exceptional basis, a separate external audit of a financial statement of the IE Trust Fund/Account by the IE’s external auditor, the IE and the Governing Board shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IE and the Governing Board on the scope and terms of reference of such audit, and (ii) unless otherwise agreed between the Governing Board and the IE, receipt by the IE of confirmation from the Governing Board that the costs of such audit, including the internal costs of the IE with respect to such audit, will be borne by the Trust Fund; the IE shall arrange for such external audit in accordance with the IE’s policies and procedures; and (e) if any Contributor becomes aware of information that indicates that any Trust Fund resources transferred to the IE are not used for intended purposes, such Contributor may notify the Governing Board and the Trustee of such information so that the Governing Board may consult with the IE and/or take an action as set forth in Section 8.3. Section 8.4. For the avoidance of doubt, notwithstanding any suspension of any further Allocation, commitment and/or cash transfer of Trust Fund resources to the IE under Sections 8.3 and 10.6, all the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.

EXERCISE OF CARE. Section 8.1. The IE 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; resources or any other funds administered by the IE; or implementation of projects and activities using such resourcesIE as trustee, as applicable. Section 8.2. Subject to the terms of this Agreement and in accordance with the IE’s policies and procedures, the IE shall do any and all such acts as may be necessary or appropriate for the proper administration of the IE Trust Fund/Account, and shall be responsible for reporting to the Governing Board through the Secretariat and Trustee on the use of Trust Fund funds transferred to it (including on any collection of funds from any recipient of Trust Fund funds or any other entities) and delivery of activities financed by them, in accordance with the terms of the Agreement. Section 8.3. The IE acknowledges and agrees that: (a) if the Governing Board reasonably determines through its decision and after consultation with the IE that: (i) the IE failed to comply with its obligations under this Agreement to a material extent, and (ii) the IE and the Governing Board fail to agree on measures to be taken, or the IE fails to take relevant measures, as may be agreed between the Governing Board and the IE in connection with (i) above, then after the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), the Governing Board may decide to suspend any future Allocation, or, as the case may be, any future commitment of Trust Fund resources (by providing an instruction to the Trustee, and upon such instruction, the Trustee will notwithstanding Section 2 suspend any further commitment), to the IE until such time as the measures have been taken to resolve the matter; (i) if the Governing Board reasonably determines through its decision after consultation with the IE that: (x) the IE failed to comply with its obligations under this Agreement to a material extent, and (y) the IE failed to initiate, before the expiry of the grace period notified by the Governing Board to the IE (which shall not be shorter than thirty (30) calendar days), any relevant steps within its control in accordance with its policies and procedures to address such failure; or (ii) if the Trustee has notified the Governing Board, after the expiry of the grace period set out in Section 10.6, of the IE’s non-compliance under the said Section; then, in addition to Section 8.3(a) above, the Governing Board may instruct the Trustee to suspend any further cash transfer of Trust Fund resources to the IE. Upon such instruction by the Governing Board, the Trustee will, notwithstanding Section 2 above, suspend cash transfer of Trust Fund resources to the IE, until such time that the Trustee is notified by the Governing Board of its agreement with the IE that the non-compliance is reasonably addressed; provided always that the Trustee shall not suspend any cash transfer for any Cash Transfer Request that is made by the IE for PPR Activities, which are unaffected by IE’s non-compliance;. (c) the Governing Board may review or evaluate activities financed by the IE Trust Fund/Account resources transferred to the IE at any time up to closure of the IE Trust Fund/Account; provided that: (i) the Governing Board shall have agreed with the IE on the scope, rationale and conduct of such review or evaluation, (ii) unless otherwise agreed by the IE, the IE has received confirmation from the Governing Board that all associated costs, including any costs incurred by the IE, will be borne by the Trust Fund, and (iii) the IE shall provide all relevant information within the limits of the IE’s applicable policies and procedures, subject to IE’s privileges and immunities. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund or the IE Trust Fund/Account. Any findings resulting from the review and evaluation shall be shared with the IE. In no event shall such reviews and evaluation create an undue burden on the IE’s or a PPR Activity Recipient’s regular operations; (d) Notwithstanding Section 10.2(g) below, if the Governing Board wishes to request, on an exceptional basis, a separate external audit of a financial statement of the IE Trust Fund/Account by the IE’s external auditor, the IE and the Governing Board shall first consult as to whether such an external audit is necessary. Following: (i) agreement between the IE and the Governing Board on the scope and terms of reference of such audit, and (ii) unless otherwise agreed between the Governing Board and the IE, receipt by the IE of confirmation from the Governing Board that the costs of such audit, including the internal costs of the IE with respect to such audit, will be borne by the Trust Fund; the IE shall arrange for such external audit in accordance with the IE’s policies and procedures; and (e) if any Contributor becomes aware of information that indicates that any Trust Fund resources transferred to the IE are not used for intended purposes, such Contributor may notify the Governing Board and the Trustee of such information so that the Governing Board may consult with the IE and/or take an action as set forth in this Section 8.3. Section 8.4. For the avoidance of doubt, notwithstanding any suspension of any further Allocation, commitment and/or cash transfer of Trust Fund resources to the IE under Sections 8.3 and 10.6, all the provisions of this Agreement shall continue in full force and effect except as specifically provided in this Agreement.