Common use of Financial and Other Covenants Clause in Contracts

Financial and Other Covenants. (a) The Privatization Center shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested; (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain maintain, or cause to be maintained, in respect of Parts A.1, A.2, B.1 and C. 2 of the Project records and accounts adequate to reflect reflect, in accordance with sound accounting practices its operations practices, the operations, resources and financial conditionexpenditures in respect of Parts A.1, A.2, B.1 and C.2 of the Project. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in para- graph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account A for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association, as soon as available, but in any case not later than six (6) months after the end of each such year: (A) , a certified copies copy of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;; and (iii) furnish to the Bank Association such other information concerning said records, accounts and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Credit Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain, its activities shall or cause to be carried out maintained, in accordance with procedures paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for financial control acceptable to the Bank and under an annual operating budget satisfactory to fiscal year in which the Bank, adopted and approved by all necessary corporate action under last withdrawal from the Statutes Credit Account or payment out of the Privatization Center Special Account A was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in accordance the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with its operational policiesthe procedures and internal controls involved in their preparation, under procedures satisfactory can be relied upon to support the Bank, including, inter alia, that:related withdrawals. (a) The Borrower and the Association shall from time to time, at the request of either party, exchange views on the level of water tariffs levied by October 31 of each year, its Regional Governments in the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review Project Towns; and comment by the Bank; (b) by November 30 of each yearunless the Association agrees otherwise, the chief executive officer of the Privatization Center shall have submitted Borrower shall, by not later than June 30, 1998, cause its respective Regional Governments to establish water tariffs at a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank level that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank would at least thirty (30) days prior allow each of them to taking any one of the following actions cover its water-related operations and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsmaintenance expenses. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. In order The Borrower shall take all measures necessary on its part, not later than March 31, 1997, to ensure maintenance of strict financial accountability of establish an agency, as agreed between the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank Borrower and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes define said agency’s internal rules of the Privatization Center and in accordance with its operational policiesoperation, under procedures satisfactory to the Bank, includingsuch agency, inter alia, that:to undertake the responsibility for implementation of the program referred to under Part C.2 of the Project. Section 4.03. The Borrower shall, not later than December 31, 1996, furnish to the Bank (a) the results of a study, carried out pursuant to terms of reference jointly prepared by October 31 of each yearthe Borrower and the Bank, to formulate, inter alia, measures to enhance the chief financial officer capabilities of the Privatization Center shall have submitted Borrower to monitor the implementation of PAIG and AFS through the setting up of a proposal for the annual operating budget of the Privatization Center for review management information system; and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budgetplan, acceptable to the Bank, to purchase equipment for, and provide specialized training to the Board of Directors personnel of, MTPSFP to ensure proper operation of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence information system referred to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: under paragraph (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsthis Section. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center shall For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain records and accounts adequate or cause to reflect be maintained in accordance with sound accounting practices its operations practices, records and financial conditionaccounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the Fiscal Year in which the last withdrawal from the Loan Account was made; and (iii) enable the Bank’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) (i) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Accounts for each fiscal year Fiscal Year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted during such Fiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance Without limitation or restriction upon the provisions of strict financial accountability of the Privatization Center of its obligations under Section 4.01 3.01 of this Agreement, and for purposes of ensuring adequate funding for recurrent costs under Parts A, B, C, and D of the Project, the Borrower shall, for each Fiscal Year until completion of the Project, take all measures necessary on its activities part to make budgetary allocations in such amounts as shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions Borrower shall, not later than December 31, 1993, prepare and shall provide furnish to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement for its review and comments an action plan designed to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits improve cost recovery in the ordinary course Borrower’s water supply and waste water, power and solid waste sectors through the generation of business) with other persons or investments in any person or enterpriserevenues sufficient to fund sector operations, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms maintenance and on the basis of arm’s length arrangementsrecurrent costs. Section 4.04. The Privatization Center Borrower shall not undertake any activity involving an expansion in the scope cause operation and maintenance services under Parts A, B and C of the operations Project to be performed by private sector contractors whenever ministries or activities agencies of the Privatization Center beyond that defined by the Project, so as Borrower are unable to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to adequately carry out such services. Section 4.05. The Borrower shall take such steps satisfactory to the Project or perform any Bank as shall be necessary to protect itself against risks of loss resulting from the rate of exchange between the currencies used in its obligations under the Project Agreement or the Subsidiary Project Management Arrangementsoperations.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in paragraph (a) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support to the related withdrawals. Section 4.02. In order The Borrower shall prepare, and not later than December 1 of each of its fiscal years, furnish to the Bank the Borrower’s plan of investments for the water supply sector during the next five following fiscal years. The Borrower and the Bank shall exchange views on said plan and the Borrower shall, on the basis of said exchange of views, thereafter take all measures necessary to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities that said plan shall be carried out for such fiscal year with due diligence and efficiency and in conformity with sound administrative, financial, economic, engineering and water supply management practices. (a) Except as the Bank may otherwise agree, the Borrower shall take all measures necessary to ensure that: (i) the balance of the water bills due and payable as at December 31, 1986 by its public agencies to ONEP and each of the Local Utilities shall be paid to ONEP, or the Local Utility concerned, as the case may be, on the basis of guidelines and in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget a schedule satisfactory to the Bank; (ii) each of its public agencies shall pay its water bills, adopted and approved by all necessary corporate action under other than the Statutes bills referred to in subparagraph (l) of the Privatization Center and this paragraph, promptly when due, in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:; and (aiii) by October 31 budgetary allocations shall be made for each fiscal year in the relevant budget or budgets of each year, its public agencies in amounts sufficient to ensure the chief financial officer fulfillment of the Privatization Center shall have submitted a proposal for the annual operating budget obligations set forth in subparagraphs (i) and (ii) of the Privatization Center for review and comment by the Bank;this paragraph. (b) by November 30 For purposes of each yearthis Section: (i) the term "public agencies" means the political or administrative subdivisions of the Borrower, or entities owned or controlled by, or operating for the account or benefit of, the chief executive officer Borrower or any of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such bodyits political or administrative subdivisions; and (cii) by December 31 the term "water bills" means, in respect of each yearof the public agencies, the Privatization Center shall have submitted evidence amounts periodically billed by ONEP and the Local Utilities to such agency for the Bank that an annual operating budget satisfactory to supply of water and related services by ONEP or the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon Local Utilities, as the Bank shall reasonably request: (a) enter into any agreement or arrangement case may be, to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementssuch agency. Section 4.04. The Privatization Center Without limitation upon the provisions of Section 3.01 of this Agreement, the Borrower shall not undertake any activity involving an expansion in the scope take all action necessary on its part to enable: (a) each of the operations or activities Local Utilities to comply with its obligations referred to in Part C (2) (a) (i) of Section I of Schedule 4 to this Agreement; and (b) ONEP to comply with its obligations referred to in Sections 3.02(b) and 4.02 of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management ArrangementsAgreement.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of Part C of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested; (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of each yearstatements of expenditure, the Privatization Center shall have submitted evidence Borrower shall: (i) maintain or cause to the Bank that an annual operating budget satisfactory to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has been duly approved by received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Account was made, all appropriate action records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such Boardaudit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. (a) The Borrower shall ensure that the river transport facilities necessary to support Part A of the Project are available in a timely manner, and, in particular, that the two bulk receiving terminals at Nantong and Wenzhou, and the acquisition of the necessary clinker and bulk cement carriers, are completed by December 31, 1994. (b) The Borrower shall ensure that the contracts for said river transport facilities are entered into and maintained in accordance with paragraph A.1 of Schedule 2 to the Project Agreement. Section 4.03. The Privatization Center Borrower shall inform allow the Bank at least thirty (30) days prior Companies to taking any one sell the output of facilities constructed under the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms Project directly and on the basis of arm’s length arrangementsmarket pricing. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center RGAB shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center RGAB shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, ) for each fiscal year audited, in accordance with appropriate auditing principles consistently con- sistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: , (A) certified copies of its financial statements for such year as so audited, audited and (B) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance By January 1, 1997, RGAB shall appoint, and there- after maintain in this position, an environmental advisor, whose qualifications and terms of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities reference shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors be responsible, inter alia, for advising on any environmental issues arising out of the Privatization Center for execution of the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such BoardProject. Section 4.03. The Privatization Center shall inform RGAB shall: (i) by September 30 of each year starting in 1996, review with the Bank at least thirty (30) days prior to taking any one the progress achieved in the implementa- tion of the following actions STAP; and shall provide (ii) by November 30 of the same year, submit to the Bank all such information thereon Bank, for its approval, any proposed modifications to the STAP. (a) Except as the Bank shall reasonably request: (a) enter into otherwise agree, RGAB shall not incur any agreement or arrangement debt unless a reasonable forecast of the revenues and expenditures of RGAB shows that the estimated net revenues of RGAB for each fiscal year during the term of the debt to guarantee or be incurred shall be at least 1.3 times the estimated debt service requirements of RGAB in any way or under any condition such year on all debt of RGAB including the debt to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary;be incurred. (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in For the ordinary course purposes of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.this Section:

Financial and Other Covenants. (a) The Privatization Center shall For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain records and accounts adequate or cause to reflect be maintained, in accordance with sound accounting practices its operations practices, records and financial conditionseparate accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; and (iii) enable the Bank’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in paragraph (a) (i) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance achieve the objectives of strict financial accountability Part A.3 of the Privatization Center of its obligations under Section 4.01 of this AgreementProject, its activities shall be carried out in accordance with procedures for financial control acceptable the Borrower shall, not later than October 31, 2002, prepare and submit to the Bank a reorganization, recruitment and under an annual operating budget training program for INP and shall, after exchanging views with the Bank with respect to such plan, commence or cause to commence, not later than March 31, 2003, implementation thereof, taking into account the Bank’s comments thereon. Section 4.03. In order to achieve the objectives of Part C.6 of the Project, the Borrower shall cause INP to prepare and submit to the Bank, not later than December 31, 2003, a Site Conservation and Improvement Plan for Oudhna, in form and substance satisfactory to the Bank, adopted and approved by all necessary corporate action such plan to be used as a model for the future development of other sites, including those referred to under the Statutes Part C of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsProject. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in In order to achieve the scope objectives of the operations or activities Parts A.1 and A.2 of the Privatization Center beyond that defined by the Project, so as the Borrower shall cause INP to, not later than December 31, 2002, employ consultants, in accordance with the provisions of Section II of Schedule 1 to affect materially and adversely the operations or Project Agreement, to undertake the financial condition review of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangementslegal framework governing cultural heritage.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in para- graph (balance sheets, statements a) of income and expenses and related statements)this Section, including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) nine months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably reason- ably request. (c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the proce- dures and internal controls involved in their pre- paration, can be relied upon to support the related withdrawals. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatThe Borrower shall: (a) by October 31 of each yearcarry out its Education and Training Sector Action Plan, which sets forth the chief financial officer of the Privatization Center shall have submitted Borrower’s priorities and objectives in reforming its education and training sector, in a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;timely fashion; and (b) by November 30 not later than December 31, 1993: (i) carry out a study under terms of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget reference satisfactory to the Bank has been duly approved by all appropriate action to evaluate the qualitative and quantitative impact of such Board. Section 4.03. The Privatization Center shall inform Sector Action Plan and its organizational and financial impact on the Bank at least thirty Borrower’s education and training sector; (30ii) days prior to taking any one of the following actions and shall provide furnish to the Bank all for review and comments the results and recommendations of such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutesstudy; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.and

Financial and Other Covenants. (a) The Privatization Center shall For all expenditures with respect to which withdrawals from the Loan Account are made on the basis of statements of expenditure, the Borrower shall: (i) maintain records and accounts adequate or cause to reflect be maintained in accordance with sound accounting practices its operations practices, records and financial conditionseparate accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; and (iii) enable the Bank’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in paragraph (a)(i) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested; (iii) , including a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to Except as the Bank and under an annual operating budget satisfactory to shall otherwise agree, the BankBorrower shall ensure that, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policiesduring Project implementation, under procedures satisfactory to the Bank, including, inter alia, that: NHA will: (a) by October 31 of each year, carry out its investment and maintenance program in compliance with the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; MTBF; (b) consult with the Bank on a timely basis each year on its annual investment and maintenance plan, giving due consideration to any comments and suggestions made by November 30 of each year, the chief executive officer of Bank on such plan in the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval course of such bodyconsultation; and and (c) by December 31 of each yearin particular, fully implement the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such BoardNational Highway Improvement Program. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestBorrower shall: (a) enter into any agreement or arrangement at the beginning of FY2004/05, take a decision regarding; (i) the treatment of existing stock of NHA debt; and (ii) the mode of all future NHA funding provided through the Borrower’s annual Public Sector Development Program, all with a view to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary;making NHA financially sustainable commencing FY 2004/05; and (b) form any subsidiaryto those ends and not later than April 30, or make or permit to exist loans2004, advances or cash transfers tocarry out a review of available options for financing NHA’s investment program on a sustainable basis, or deposits (except commercial bank deposits in the ordinary course under terms of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes reference satisfactory to the Statutes; or (f) enter into any transaction other than in Bank, and provide the ordinary course of business, on ordinary commercial terms and Bank with a prior opportunity to comment on the basis findings and recommendations of arm’s length arrangementssuch review. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center PETROM shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center PETROM shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, ) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: , (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank shall from time to time reasonably request. Section 4.02. In order (a) Except as the Bank shall otherwise agree, PETROM shall produce, for each of its fiscal years after its fiscal year ending on December 31, 1994, funds from internal sources equivalent to ensure maintenance of strict financial accountability not less than the higher of the Privatization Center annual average of PETROM’s: (i) exploration expenditures; or (ii) local capital expenditures, incurred, or expected to be incurred, for the previous year, that year and the next following fiscal year. (b) Before October 31 in each of its obligations under Section 4.01 fiscal years, PETROM shall, on the basis of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank forecasts prepared by PETROM and under an annual operating budget satisfactory to the Bank, adopted review whether it would meet the requirements set forth in paragraph (a) in respect of such year and approved by all necessary corporate action under the Statutes of the Privatization Center next following fiscal year and in accordance with its operational policies, under procedures satisfactory shall furnish to the Bank, by December 31 of such year, a copy of such review upon its completion. (c) If any such review shows that PETROM would not meet the requirements set forth in paragraph (a) for PETROM’s fiscal years covered by such review, PETROM shall promptly take all necessary measures (including, inter aliawithout limitation, thatadjustments of the structure or levels of its oil and gas producer prices in accordance with the recommendations of the agency referred to in Part A (1) (b) of the Project) in order to meet such requirements. (d) For the purposes of this Section: (ai) by October 31 of each year, The term "funds from internal sources" means the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;difference between: (bA) by November 30 the sum of each yearrevenues from all sources related to operations, the chief executive officer consumer deposits and consumer contributions in aid of the Privatization Center shall have submitted a proposed annual construction, net non- operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such bodyincome and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to operations, the Privatization Center shall have submitted evidence to the Bank that an annual including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non-cash operating budget satisfactory to the Bank has been duly approved by charges), debt service requirements, all appropriate action cash dividends and other cash distributions of such Boardsurplus, increase in working capital other than cash and other cash outflows other than capital expenditures. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiary, or make or permit to exist loans, advances or The term "working capital other than cash" means the difference between current assets excluding cash transfers to, or deposits and current liabilities at the end of each fiscal year. (except commercial bank deposits iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next fiscal year. (cv) sellThe term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease or otherwise dispose customer advances, debt service requirements, taxes and payments in lieu of any of its capital assets (whether in a single transaction or in a series of transactionstaxes, related or otherwise);and dividends. (dvi) undertake or permit any mergerThe term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, consolidation or reorganization;if any) of, and interest and other charges on, debt. (evii) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course The term "exploration expenditures" means all expenditures on account of business, on ordinary commercial terms oil and on the basis of arm’s length arrangementsgas exploration operations. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall or shall cause NAR to: (i) maintain records and accounts adequate or cause to reflect be maintained in accordance with sound accounting practices its operations practices, records and financial conditionaccounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; and (iii) enable the Bank’s representatives to examine such records. (b) The Privatization Center shallBorrower shall or shall cause NAR to: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) (i) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatThe Borrower shall: (a) by October 31 review with the Bank, not later than November 30 of each fiscal year, the chief financial officer of Borrower’s proposed budget and expenditure program for its national roads network during the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review following fiscal year and comment by take the Bank;’s views into consideration in finalizing said program; and (b) thereafter ensure that any investment in its national roads network estimated to cost $6,000,000 equivalent or more shall be carried out only if Section 4.03. The Borrower shall maintain, at all times until the completion of the Project, the ICRS and SICRS with a sufficient number of qualified staff and adequate facilities, as satisfactory to the Bank. Section 4.04. The Borrower shall: (i) by November December 31, 1997, submit (through the ICRS) to the Bank a Lead Reduction Action Plan, satisfactory to the Bank; and (ii) carry out said Action Plan in accordance with its terms. Section 4.05. The Borrower shall: (a) carry out the Traffic Safety Program with due diligence and efficiency; (b) review with the Bank, by June 30 of each year, the chief executive officer progress achieved in the carrying out of such a program; and (c) within four (4) months of each such review, update the Privatization Center shall have submitted a proposed annual operating budgetprogram and, acceptable thereafter, implement all measures required to ensure the efficient carrying out thereof during the period after such review, taking into consideration the Bank’s comments on the matter. Section 4.06. The Borrower shall: (i) by December 31, 1999, submit (through the ICRS) to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each yearits review, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiarya draft National Traffic Safety Action Plan; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in paragraph (a) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, applied by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain or cause to be maintained, its activities shall be carried out in accordance with procedures for financial control acceptable to paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and under an annual operating budget satisfactory to other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, adopted together the procedures and approved by internal controls involved in their preparation, can be relied upon to support the related withdrawals. (a) The Borrower shall take all measures necessary corporate action under to ensure that budgetary allocations shall be made for each fiscal year in the Statutes relevant budget or budgets of the Privatization Center and municipalities in accordance with its operational policies, under procedures satisfactory whose jurisdictions the Regies operate in amounts sufficient to ensure the Bank, including, inter alia, servicing of the debt incurred by the Regies to finance the studies included in Part B of the Project. (a) The Borrower shall take all measures necessary to ensure that: (ai) the balance of all sewerage bills due and payable as at December 31, 1987 by October 31 its public agencies to RAD shall be paid to RAD not later than April 30, 1988; (ii) each of its public agencies shall pay its sewerage bills, other than the bills referred to in subparagraph (i) of this paragraph, within 90 days after the date of each year, such xxxx; and (iii) budgetary allocations shall be made for each fiscal year in the chief financial officer relevant budget or budgets of its public agencies in amounts sufficient to ensure the fulfillment of the Privatization Center shall have submitted a proposal for the annual operating budget obligations set forth in subparagraphs (i) and (ii) of the Privatization Center for review and comment by the Bank;this paragraph. (b) by November 30 For purposes of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestthis Section: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of Part C of the Project. (b) The Privatization Center Borrower shall: (i) have its recordsthe records and accounts referred to in paragraph (a) of this Section, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the SubprojectsSpecial Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) , a certified copies copy of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, thereof and said reports as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain or cause to be maintained, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:paragraph (a) by October 31 of each yearthis Section, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review separate records and comment by the Bankaccounts reflecting such expenditures; (bii) by November 30 of each yearretain, until at least one year after the chief executive officer of Bank has received the Privatization Center shall have submitted a proposed annual operating budgetaudit report for the fiscal year in which the last withdrawal from the Loan Account was made, acceptable to all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank, ’s representatives to the Board of Directors of the Privatization Center for the approval of examine such bodyrecords; and (civ) by December 31 ensure that such separate accounts are included in the annual audit referred to in paragraph (b) of each yearthis Section and that the report thereof contains, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action in respect of such Boardseparate accounts, a separate opinion by said auditors as to whether the proceeds of the Loan withdrawn in respect of such expenditures have been used for the purpose for which they were provided. Section 4.02. The Borrower shall allow the Companies to sell their entire output of fertilizer and phosphate concentrate outside the state allocation plan at negotiated prices. Section 4.03. The Privatization Center Without limitation or restriction upon any of its other obligations under the Loan Agreement, the Borrower shall inform the Bank at least thirty (30) days prior to taking cover any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose flow deficits of any of the Companies during its capital assets (whether in a single transaction first three years of operations, provided such deficits do not result from inefficient management or in a series of transactionsoperation, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to as determined by agreement between the Statutes; or (f) enter into any transaction other than in Borrower and the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsBank. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) Section 4.01. The Privatization Center Borrower shall maintain procedures and records adequate to monitor and accounts adequate record the progress of the Project and of each Subproject (including its cost and the benefits to be derived from it) and to reflect in accordance with consistently maintained sound accounting practices its the operations and financial conditioncondition of the Borrower. (ba) The Privatization Center Borrower shall: (i) have the records referred to in Section 4.01 of this Agreement, its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate ) and records and accounts for the Subprojects, Special Account for each fiscal year audited, Fiscal Year audited in accordance with appropriate sound auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank Bank, as soon as available, available but in any case not later than six (6) months after the end of each such year: (A) certified copies of its said financial statements for such year as so audited, ; and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as and the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (b) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Borrower shall: (i) maintain, in accordance with Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank records and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bankaccounts reflecting such expenditures; (bii) by November 30 of each yearretain, until at least one year after the chief executive officer of Bank has received the Privatization Center shall have submitted a proposed annual operating budgetaudit report for the Fiscal Year in which the last withdrawal from the Loan Account was made, acceptable to all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank, ’s representatives to the Board of Directors of the Privatization Center for the approval of examine such bodyrecords; and (civ) by December 31 ensure that such records and accounts are included in the annual audit referred to in paragraph (a) of each year, this Section and that the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action report of such Boardaudit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such Fiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.03. The Privatization Center Borrower shall inform take all steps satisfactory to the Bank at least thirty Bank, including its participation in the Foreign Exchange Risk Coverage Scheme, as shall be necessary to protect itself against risk of loss resulting from changes in the rates of exchange between the currencies (30) days prior to taking any one including the currency of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (aGuarantor) enter into any agreement or arrangement to guarantee or used in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsoperations. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope provisions of Sections 4.05, 4.06 and 4.07 of the operations or activities Loan Agreement between the Bank and the Borrower dated June 14, 1993 (Loan No. 3617 MOR - First Municipal Finance Project - Communal Infrastructure Fund) are hereby amended to read, respectively, as set forth in Sections 4.05, 4.06 and 4.07 of this Agreement. (a) Except as the Bank shall otherwise agree, the Borrower shall earn an annual net intermediation margin of not less than 1.90% for each Fiscal Year. (b) Before June 30 in each Fiscal Year, the Borrower shall, on the basis of forecasts prepared by the Borrower and satisfactory to the Bank, review whether it would meet the requirements set forth in paragraph (a) of this Section in respect of such Year and the next following Year and shall furnish to the Bank the results of such review upon its completion. (c) If any such review shows that the Borrower would not meet the requirements set forth in paragraph (a) of this Section for the Fiscal Years covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, adjustments of the Privatization Center beyond that defined structure or levels of its interest rates and other financial charges) in order to meet such requirements. (d) For the purposes of this Section: (i) The “annual net intermediation margin” shall be calculated as the difference between: (i) the quotient of interest and fee income of the Fiscal Year divided by the Project, so as to affect materially average value of loans at the beginning and adversely at the operations or the financial condition end of the Privatization Center or its ability to carry out said Fiscal Year; and (ii) the Project or perform any quotient of its obligations under interest and fee expenses of the Project Agreement or Fiscal Year divided by the Subsidiary Project Management Arrangementsaverage value of borrowed funds including deposit liabilities at the beginning and at the end of the said Fiscal Year.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center Borrower shall: (i) starting with the Borrower’s fiscal year beginning on July 1, 1994, have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate and the records and accounts for the Subprojects, Special Account and the consolidated accounts for the Project for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) nine months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: paragraph (a) by October 31 of each yearthis Section, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review records and comment by the Bankaccounts reflecting such expenditures; (bii) by November 30 of each yearretain, until at least one year after the chief executive officer of Bank has received the Privatization Center shall have submitted a proposed annual operating budgetaudit report for the fiscal year in which the last withdrawal from the Loan Account was made, acceptable to all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank, ’s representatives to the Board of Directors of the Privatization Center for the approval of examine such bodyrecords; and (civ) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by December said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. The Borrower shall: (a) furnish to the Bank by October 31 of in each year, starting in the Privatization Center shall have submitted evidence Year 1994, an analysis of the Borrower’s loan recovery and aging of arrears; and (b) take measures adequate to ensure, by June 30, 1997, the Bank that an annual reduction of the Borrower’s operating budget satisfactory to expenses and the Bank has been duly approved by all appropriate action maintenance of the level of such Boardexpenses at the equivalent of not more than 60% of the Borrower’s net interest income. Section 4.03. The Privatization Center Borrower shall inform ensure compliance of its Policies and Procedures for loan classification and for provisioning with the Bank at least thirty (30) days prior to taking any one prudential regulations of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of armGuarantor’s length arrangementsCentral Bank. Section 4.04. The Privatization Center Borrower shall not undertake any activity involving continue to prepare and furnish to the Bank, by March 31 of each year, an expansion in annual business plan, including the scope Borrower’s financial targets for the following fiscal year and a projection of the operations or activities of Borrower’s financial performance for the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangementsfollowing five fiscal years.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower, including the LPF, responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association, as soon as avail- able, but in any case not later than nine months after the end of each such year, a certified copy of the report of such audit by said audi- tors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other informa- tion concerning said records, accounts and the audit thereof as the Association shall from time to time reasonably request. (c) The Borrower shall cause ROMANOR, FIFAMANOR, FOFIFA and CEPROVET to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial conditions of ROMANOR, FIFAMANOR, FOFIFA and CEPROVET, respectively. (d) The Borrower shall cause ROMANOR, FIFAMANOR, FOFIFA and CEPROVET to: (i) have their records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than six (6) months after the end of each such year: , (A) certified copies of its their financial statements for such year as so audited, audited and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;re- quested; and (iii) furnish to the Bank Association such other information informa- tion concerning said such records, accounts accounts, xxxxx- cial statements and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. (e) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accor- dance with paragraph (a) of this Section, re- cords and accounts reflecting such expenditures; (ii) retain, until at least one year after the Asso- ciation has received the audit report for the fiscal year in which the last withdrawal from the Credit Account or payment out of the Special Account was made, all records (contracts, or- ders, invoices, bills, receipts and other docu- ments) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are in- cluded in the annual audit referred to in para- graph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expen- diture submitted during such fiscal year, to- gether with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. In order to ensure maintenance of strict financial accountability of The Borrower shall implement its public sector divestiture program in the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out livestock sector as set forth in accordance with procedures for financial control acceptable the annex to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:Program. (a) Unless otherwise agreed by October 31 of each yearthe Association, the chief financial officer Borrower shall maintain a hiring freeze for DEL, until the study to be carried under Part A.8 of the Privatization Center shall have submitted a proposal for Project has been completed and the annual operating budget of Borrower has presented an action plan acceptable to the Privatization Center for review and comment by the Bank;Association. (b) by November 30 of each yearBy January 31, 1992, the chief executive officer of the Privatization Center Borrower shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by eliminate all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits irregularities identified in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementscivil service census within MPAEF. Section 4.04. The Privatization Center Borrower shall: (i) not grant any exemptions for duties on dairy products; (ii) take all necessary measures to assure that dairy products imported under food aid shall not undertake be sold to local operators under conditions compatible with the market situation, such conditions to be determined according to rules acceptable to the Association; (iii) convene, annually, a meeting of donors active in food aid in Madagascar, in order to coordinate deliveries to Madagascar of any activity involving such dairy products. Section 4.05. The Borrower shall take adequate measures to: (i) effectively enforce its sanitary protection regulations at its borders; (ii) restrict any animal imports, requiring quaran- tine, to air transport arriving at the airport of Ivato-Antananarivo. Section 4.06. By March 31, 1992, the Borrower shall restruc- ture DEL in accordance with an expansion in organization chart acceptable to the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management ArrangementsAssociation.

Financial and Other Covenants. (a) The Privatization Center shall For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of state- ments of expenditure, the Borrower shall: (i) maintain records and accounts adequate or cause to reflect be maintained in accordance with sound accounting practices its operations practices, records and financial conditionaccounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; and (iii) enable the Bank’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) (i) of income and expenses and related statements), including separate accounts for the Subprojects, this Section for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted. during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order The Borrower shall make available to ensure maintenance of strict financial accountability ADBP any funds required by ADBP, in addition to the proceeds of the Privatization Center Loan and permissible within the ceilings for monetary expansion set by SBP, at a rate of its obligations under Section 4.01 return in FY 91, of this Agreementsix percent (6%) per annum, its activities shall be in FY 92, of seven percent (7%) per annum, and in each fiscal year thereafter, of seven percent (7%) per annum or such rate per annum as the Borrower, ADBP and the Bank may agree on after each annual review of ADBP’s financial position carried out in accordance with procedures for financial control acceptable pursuant to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: Section 4.04 (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such BoardProject Agreement. Section 4.03. The Privatization Center Borrower shall inform the Bank at least thirty (30) days prior not require ADBP to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: undertake emergency lending or financing except: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part the event of any financial or other obligation of another person, including any subsidiary; a major natural calamity; and (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in as a disbursement agent for funds provided by the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsBorrower for such purpose. Section 4.04. The Privatization Center Borrower shall increase ADBP’s paid-up capital, as and when needed, if other measures taken by ADBP prove inadequate to enable ADBP to maintain its debt/equity ratio at not undertake any activity involving an expansion greater than 7:1 in accordance with the provisions of Section 4.02 of the Project Agreement. (a) The Borrower shall take steps, satisfactory to the Bank, to ensure that all lending rates in the scope agricultural credit sector shall: (i) from July 1, 1990, become, and shall thereafter at all times remain, at least positive in real terms; and (ii) from July 1, 1992, be at least sufficient to cover the cost of funds, reasonable administrative costs, adequate provisions for expected loan losses, and a reasonable margin of profit, all insofar as attributable to agricultural credit operations. (b) For purposes of this Section, lending rates in the operations or activities of agricultural credit sector shall be considered positive in real terms if, at any time, they exceed the Privatization Center beyond that defined by change in the Project, so as Borrower’s consumer price index (CPI) calculated in a manner satisfactory to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management ArrangementsBank.

Financial and Other Covenants. (a) The Privatization Center KESH shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center KESH shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, ) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: : (A) certified copies of its financial statements for such year as so audited, and ; and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;; and (iii) furnish to the Bank Association such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 Except as the Association shall otherwise agree, KESH shall produce, for each of each its fiscal years after its fiscal year ending on December 31, 1995, funds from internal sources equivalent to not less than 40% of the annual average of KESH’s capital expenditures incurred, or expected to be incurred, for that year, the chief financial officer of previous fiscal year and the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;fiscal year following that year. (b) Before September 30 in each of its fiscal years, KESH shall, on the basis of forecasts prepared by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable XXXX and satisfactory to the BankAssociation, review whether it would meet the requirements set forth in paragraph (a) in respect of such year and the next following fiscal year and shall furnish to the Board of Directors of the Privatization Center for the approval Association a copy of such bodyreview upon its completion. (c) If any such review shows that XXXX would not meet the requirements set forth in paragraph (a) for KESH’s fiscal years covered by such review, KESH shall promptly take all necessary measures (including, without limitation, reduction of power losses and reduction of accounts receivables) in order to meet such requirements. (d) For the purposes of this Section: (i) The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to operations, consumer deposits and consumer contributions in aid of construction, net non-operating income and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to operations, the Privatization Center shall have submitted evidence to the Bank that an annual including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non-cash operating budget satisfactory to the Bank has been duly approved by charges), debt service requirements, all appropriate action cash dividends and other cash distributions of such Boardsurplus, increase in working capital other than cash and other cash outflows other than capital expenditures. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiary, or make or permit to exist loans, advances or The term "working capital other than cash" means the difference between current assets excluding cash transfers to, or deposits and current liabilities at the end of each fiscal year. (except commercial bank deposits iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next fiscal year. (cv) sellThe term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease or otherwise dispose customer advances, debt service requirements, taxes and payments in lieu of any of its capital assets (whether in a single transaction or in a series of transactionstaxes, related or otherwise);and dividends. (dvi) undertake or permit any mergerThe term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, consolidation or reorganization; (eif any) make any changes to the Statutes; or (f) enter into any transaction of, and interest and other than in the ordinary course of businesscharges on, on ordinary commercial terms and on the basis of arm’s length arrangementsdebt. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center KWS shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center KWS shall: (i) have its records, accounts and financial statements state- ments (balance sheets, statements of income and expenses and related statements), ) including separate accounts for the Subprojects, Special Account and Management practices for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: year (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;re- quested; and (iii) furnish to the Bank Association such other information informa- xxxx concerning said records, accounts and financial statements as well as the audit thereofthere- of, as the Bank Association shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatKWS shall: (a) by October not later than March 31 of each year, year furnish to the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center Association for review and comment by comments its Annual Corporate Plan for the Bankfollowing year. Said Plan shall include, inter alia, financial targets, investment program, profitability forecasts and projected balance sheet; and (b) thereafter implement the Annual Corporate Plan taking into account the Association’s views. Section 4.03. KWS shall, not later than June 30, 1992, implement a commercial accounting system satisfactory to the Association. Section 4.04. KWS shall: (a) not later than June 30, 1992, carry out a tourist tariff study under terms of reference satisfactory to the Association; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable soon thereafter furnish to the Bank, to Association for review and comments the Board report of Directors of the Privatization Center for the approval of such bodysaid study; and (c) by not later than December 31 31, 1992, implement the recommendations of each yearthe study, taking into account the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such BoardAssociation’s views. Section 4.034.05. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one KWS shall, with effect from July 1, 1992, until completion of the following actions and shall provide Project allocate an amount not exceeding 25% of its tourist-entry revenues for distribution to the Bank all such information thereon as communities affected by the Bank shall reasonably request:wildlife. (a) enter into any agreement or arrangement In carrying out Part C (e) of the Project, KWS shall, not later than June 30, 1992, establish and thereafter maintain a Community Development Facility under terms and conditions satisfactory to guarantee or in any way or under any condition the Association. KWS shall use said Facility to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary;finance community-based conservation and tourism-related sub- projects. (b) form any subsidiary, or make or permit KWS shall take all appropriate measures to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in ensure that sub-projects to cost the ordinary course equivalent of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose more than $50,000 shall have prior approval of any the Association and that the maximum amount of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center each sub-project shall not undertake any activity involving an expansion in exceed the scope equivalent of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements$100,000.

Financial and Other Covenants. (a) The Privatization Center shall For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain records and accounts adequate or cause to reflect be maintained in accordance with sound accounting practices its operations practices, records and financial conditionaccounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made; and (iii) enable the Association’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in para- graph (a) (i) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) nine months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the proce- dures and internal controls involved in their pre- paration, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank Association such other information concerning said records, records and accounts and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In The Borrower shall annually review with the Association and SBL, and, if necessary, adjust the interest rates to be charged by SBL in its lending operations under the Project in light of SBL’s cost of funds and profitabilitity and interest and inflation rates in the Borrower’s territory and internationally, in order to ensure maintenance of strict financial accountability of that the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable final rate to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and Investment Enterprises remains positive in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Boardreal terms. Section 4.03. The Privatization Center shall Prior to introducing any changes in its banking system the Borrower shall: (i) inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part Association of any financial or other obligation of another personsuch proposed changes, including any subsidiary; and (bii) form any subsidiary, or afford the Association a reasonable opportunity to make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementscomments thereon. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center shall For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain records and accounts adequate or cause to reflect be maintained in accordance with sound accounting practices its operations practices, records and financial conditionaccounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made; and (iii) enable the Association’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) (i) of income and expenses and related statements), including separate accounts for the Subprojects, this Section for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank Association such other information concerning said records, records and accounts and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of Without limitation or restriction upon its other obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatBorrower shall: (a) by October 31 of each year, the chief financial officer take all action required on its part to cause and enable KESH to reconstitute itself as a joint-stock company pursuant to Section 3.01 (b) of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;Project Agreement; and (b) by November 30 of each yeartake all actions required to enable KESH to achieve the financial targets set forth in Sections 4.01, the chief executive officer 4.02, 4.03 and 4.04 of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personProject Agreement, including any subsidiary; (b) form any subsidiary, or make or permit but not limited to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in raising the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementselectricity prices. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center shall maintain records and accounts adequate For all expenditures with respect to reflect which with- drawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain, or cause to be maintained, in accordance with sound accounting practices its operations practices, records and financial conditionaccounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made; and (iii) enable the Association’s representatives to examine such records. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in paragraph (a) (i) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Accounts for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expendi- ture submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank Association such other information concerning said records, records and accounts and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order The Borrower shall take all necessary measures to ensure maintenance of strict financial accountability of that the Privatization Center of its obligations under Section 4.01 of this Agreementon-lending interest rates charged by the Borrower, its activities KAFC and SFCOP after November 1, 1997, in connection with any agricultural credit programs, shall be carried out in accordance with procedures for financial control acceptable equivalent to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes rates of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal inflation projected for the annual operating budget of the Privatization Center for review and comment applicable period by the Bank; (b) NBK and published by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such BoardNBK in NBK’s official monthly publication. Section 4.03. The Privatization Center Borrower shall inform take all necessary measures to ensure that the Bank at least thirty (30) days prior proceeds from loan recoveries relating to taking any one the budgetary agricultural loans made available by the Borrower’s Ministry of Agriculture to farm enterprises or farms between January 1, 1992 and January 1, 2000 are invested by the Borrower into KAFC equity, and the Borrower shall, by November 30 of each year during Project implementation, provide satisfactory evidence to the Association of such investments, except that, between January 1 and December 31, 1997, the Borrower may use a portion, acceptable to the Association, of the following actions and shall provide proceeds from loan recoveries to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement meet budgetary obligations relating to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsagriculture. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain maintain, or cause to be maintained, separate records and accounts adequate to reflect in accordance with sound accounting practices its operations practices, the operations, resources and financial conditionexpenditures in respect of the Project. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements of income and expenses and related statements)a) above, including separate accounts for the SubprojectsSpecial Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) four months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;, including a separate opinion by said auditors as to whether the proceeds of the Credit withdrawn in respect of such expenditures, were used for the purposes for which they were provided, and whether the procedures and internal controls involved in their preparation can be relied upon to support the related withdrawals; and (iii) furnish to the Bank Association such other information concerning said records, records and accounts and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities The Borrower shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by take all measures necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatto: (a) by October 31 of each yearplace into legal effect, the chief financial officer provisions of the Privatization Center shall Electricity Code which have submitted a proposal for given DINE the annual operating budget responsibility, authority and resources required to regulate the power sector in the territory of the Privatization Center Borrower, including establishing electricity tariffs and rates for review ENDE and comment by the BankDistribution Companies and carrying out the actions set forth in paragraphs (b), (c) and (d) of this Section; (b) cause DINE to carry out, by November 30 not later than October 31, of each year, the chief executive officer beginning on October 31, 1988 through completion of the Privatization Center shall have submitted a proposed Project, an annual operating budget, acceptable to the Bank, to the Board of Directors analysis of the Privatization Center for the approval investment programs of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one ENDE and of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiaryDistribution Companies; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether cause DINE to prepare and carry out tariff studies in a single transaction or in a series of transactions, related or otherwise)conjunction with ENDE and the Distribution Companies; (d) undertake or permit any mergercause DINE to review compliance by ENDE and the Distribution Companies with the fiscal provisions of the Electricity Code, consolidation or reorganization;including, without limitation, such provisions relating to tariffs, rates and quality of service; and (e) make any changes cause, without limitation to the Statutes; or (f) enter into any transaction other than in reporting requirements of Section 9.06 of the ordinary course General Conditions and of businessthis and the Project Agreement, on ordinary commercial terms and DINE to furnish to the Association, semiannual reports on the basis progress of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry carrying out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.paragraphs (b),

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of Part B of the Project. (b) The Privatization Center Borrower shall: (i) have its recordsthe records and accounts referred to in paragraph (a) of this Section, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the SubprojectsSpecial Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) , a certified copies copy of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, thereof and said reports as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain or cause to be maintained, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:paragraph (a) by October 31 of each yearthis Section, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review separate records and comment by the Bankaccounts reflecting such expenditures; (bii) by November 30 of each yearretain, until at least one year after the chief executive officer of Bank has received the Privatization Center shall have submitted a proposed annual operating budgetaudit report for the fiscal year in which the last withdrawal from the Loan Account was made, acceptable to all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank, ’s representatives to the Board of Directors of the Privatization Center for the approval of examine such bodyrecords; and (civ) by December 31 ensure that such separate accounts are included in the annual audit referred to in paragraph (b) of each yearthis Section and that the report thereof contains, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action in respect of such Boardseparate accounts, a separate opinion by said auditors as to whether the proceeds of the Loan withdrawn in respect of such expenditures have been used for the purpose for which they were provided. Section 4.02. The Borrower shall allow the Company to sell its entire output of fertilizer and phosphate concentrate outside the state allocation plan at negotiated prices. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement Without limitation or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of restriction upon any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement Loan Agreement, the Borrower shall cover any cash flow deficits of the Company during its first three years of operations, provided such deficits do not result from inefficient management or operation, as determined by agreement between the Subsidiary Project Management ArrangementsBorrower and the Bank.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate ) and the records and accounts for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain, its activities shall be carried out in accordance with procedures for financial control acceptable to paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and under an annual operating budget satisfactory to other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, adopted together with the procedures and approved by all necessary corporate action under internal controls involved in their preparation, can be relied upon to support the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:related withdrawals. (a) by October 31 of each yearExcept as the Bank shall otherwise agree, the chief financial officer Borrower shall produce, for each of its fiscal years after its fiscal year ending on December 31, 1990, funds from internal sources equivalent to not less than twenty percent (20%) of the Privatization Center shall have submitted a proposal for the annual operating budget average of the Privatization Center Borrower’s capital expenditures incurred, or expected to be incurred, for review that year and comment by the Bank;two next following fiscal years. (b) by November 30 For purposes of each yearfulfilling the requirements set out in paragraph (a) of this Section the Borrower shall, on the chief executive officer basis of forecasts satisfactory to the Privatization Center shall have submitted a proposed annual operating budget, acceptable to Guarantor and the Bank, starting in fiscal year 1991, carry out an annual review of the adequacy of its rates and charges in respect of the following fiscal year and the next following two fiscal years and, at least six months before the beginning of the following fiscal year, furnish to the Board of Directors Bank for its review and comment its proposed budget and proposed rates and charges for such fiscal year, together with financial projections for the next following two fiscal years. (c) If any such review shows that the Borrower would not meet the requirements set forth in paragraph (a) for the Bor- rower’s fiscal years covered by such review, the Borrower shall promptly take all necessary measures (including, without limita- tion, adjustments of the Privatization Center for structure or levels of its rates) in order to meet such requirements. (d) For the approval purposes of such bodythis Section: (i) The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to operations, consumer deposits and consumer contributions in aid of construction, net non-operating income and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to operations, the Privatization Center shall have submitted evidence to the Bank that an annual including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non- cash operating budget satisfactory to the Bank has been duly approved by charges), debt service requirements, all appropriate action cash dividends and other cash distributions of such Boardsurplus, increase in working capital other than cash and other cash outflows other than capital expenditures. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiaryThe term "working capital other than cash" means the difference between current assets, or make or permit to exist loansexcluding cash and current liabilities, advances or at the end of each fiscal year. (iv) The term "current assets excluding cash" means all assets other than cash transfers to, or deposits (except commercial bank deposits which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and prepaid expenses properly chargeable to operating expenses within the next fiscal year. (cv) sellThe term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease or otherwise dispose customer advances, debt service requirements, taxes and payments in lieu of any of its capital assets (whether in a single transaction or in a series of transactionstaxes, related or otherwise);and dividends. (dvi) undertake or permit any mergerThe term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, consolidation or reorganization; (eif any) make any changes to the Statutes; or (f) enter into any transaction of, and interest and other than in the ordinary course of businesscharges on, on ordinary commercial terms and on the basis of arm’s length arrangementsdebt. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center WAPDA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center WAPDA shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, ) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, ; and (B) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of the Privatization Center of its obligations under Section 4.01 of this Agreementexpenditure, its activities shall WAPDA shall: (i) maintain or cause to be carried out maintained, in accordance with procedures for financial control acceptable to paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and under an other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual operating budget audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. (a) Except as the Bank shall otherwise agree, WAPDA shall produce, for each of its fiscal years, funds from internal sources related to electricity operations equivalent to not less than 40% of the annual average of WAPDA’s capital expenditures incurred, or expected to be incurred, for that fiscal year, the previous fiscal year and the next following fiscal year. (b) Before April 15 in each of its fiscal years, WAPDA shall, on the basis of forecasts prepared by WAPDA and satisfactory to the Bank, adopted review whether it would meet the requirements set forth in paragraph (a) of this Section and approved shall furnish to the Bank the results of such review upon its completion. (c) If any such review shows that WAPDA would not meet the requirements set forth in paragraph (a) of this Section for WAPDA’s fiscal years covered by such review, WAPDA shall promptly take all necessary corporate action under the Statutes measures (including, without limitation, adjustments of the Privatization Center structure and levels of its electricity tariff) in accordance with its operational policies, under procedures satisfactory order to meet such requirements. (d) For the Bank, including, inter alia, thatpurposes of this Section: (ai) by October 31 of each year, The term "funds from internal sources related to electricity operations" means the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;difference between: (bA) by November 30 the sum of each yeargross revenues from all sources related to electricity operations, the chief executive officer consumer deposits, cash contributions from consumers in aid of the Privatization Center shall have submitted a proposed annual construction, and net non-operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such bodyincome and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to electricity operations of operation, the Privatization Center shall have submitted evidence maintenance and administration (excluding depreciation and other non-cash operating charges), interest and other charges on debt (including interest and other charges on debt charged to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by construction irrespective of whether they constitute cash or non-cash expenses) repayment of loans (including sinking fund payments, if any), all appropriate action taxes or payments in lieu of such Boardtaxes, all cash dividends and other cash distribution of surplus, increase in working capital other than cash and any other cash outflows other than capital expenditures for electricity operations. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiary, or make or permit The term "capital expenditures" shall include all investments related to exist loans, advances or WAPDA’s electricity operations. Interest and other charges charged to construction shall be excluded. (iv) The term "working capital other than cash" means the difference between current assets excluding cash transfers to, or deposits and current liabilities at the end of each fiscal year. (except commercial bank deposits v) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and prepaid expenses properly chargeable to operating expenses within the next fiscal year. (cvi) sellThe term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease or otherwise dispose customer advances, debt service requirements, taxes and payments in lieu of any of its capital assets (whether in a single transaction or in a series of transactionstaxes, related or otherwise);and dividends. (da) undertake or permit Except as the Bank shall otherwise agree, WAPDA shall not incur any mergerdebt unless a reasonable forecast of the revenues and expenditures of WAPDA shows that the estimated net revenues of WAPDA for each fiscal year during the term of the debt to be incurred shall be at least 1.5 times the estimated debt service requirements of WAPDA in such year on all debt of WAPDA, consolidation or reorganization;including the debt to be incurred. (eb) make any changes to For the Statutes; or (f) enter into any transaction other than in the ordinary course purposes of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.this Section:

Financial and Other Covenants. (a) The Privatization Center EdL shall maintain separate records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center EdL shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts for the Subprojects, ) for each fiscal year Fiscal Year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) nine months after the end of each such year: , (A) certified copies of its financial statements for such year as so audited, audited and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;; and (iii) furnish to the Bank Association such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order EdL shall: (a) by June 30, 1994, prepare and furnish to the Association for its review and comments EdL’s proposed (i) tariff structure policy; and (ii) measures to address issues of EdL’s supply cost differentials and size of lifeline block; (b) by December 31, 1994, exchange views with the Association with respect to the above-mentioned policy and measures; and, thereafter (c) on the basis of said exchange of views, take all measures required on its part to ensure maintenance proper and timely implementation of strict financial accountability of said policy and measures, taking into consideration the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:Association’s comments thereon. (a) by October 31 Except as the Association shall otherwise agree, EdL shall produce, for each of each its Fiscal Years after its Fiscal Year ending on December 31, 1992, funds from internal sources equivalent to not less than 20% of the annual average of EdL’s capital expenditures incurred, or expected to be incurred, for that year, the chief financial officer of previous Fiscal Year and the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;next following Fiscal Year. (b) by Before November 30 in each of each yearits Fiscal Years, EdL shall, on the chief executive officer basis of forecasts prepared by EdL and satisfactory to the Association, review whether it would meet the requirements set forth in paragraph (a) in respect of such year and the next following Fiscal Year and shall furnish to the Association a copy of such review upon its completion. (c) If any such review shows that EdL would not meet the requirements set forth in paragraph (a) for EdL’s Fiscal Years covered by such review, EdL shall promptly take all necessary measures (including, without limitation, adjustments of the Privatization Center shall have submitted a proposed annual structure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to operations, consumer deposits and consumer contributions in aid of construction, net non-operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such bodyincome and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to operations, the Privatization Center shall have submitted evidence to the Bank that an annual including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non- cash operating budget satisfactory to the Bank has been duly approved by charges), debt service requirements, all appropriate action cash dividends and other cash distributions of such Boardsurplus, increase in working capital other than cash and other cash outflows other than capital expenditures. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiary, or make or permit to exist loans, advances or The term "working capital other than cash" means the difference between current assets excluding cash transfers to, or deposits and current liabilities at the end of each Fiscal Year. (except commercial bank deposits iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next Fiscal Year. (cv) sellThe term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease or otherwise dispose customer advances, debt service requirements, taxes and payments in lieu of any of its capital assets (whether in a single transaction or in a series of transactionstaxes, related or otherwise);and dividends. (dvi) undertake or permit any mergerThe term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, consolidation or reorganization; (eif any) make any changes to the Statutes; or (f) enter into any transaction of, and interest and other than in the ordinary course of businesscharges on, on ordinary commercial terms and on the basis of arm’s length arrangementsdebt. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year Fiscal Year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so auditedYear, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain, its activities shall or cause to be carried out maintained, in accordance with procedures for financial control acceptable to paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the Fiscal Year in which the last withdrawal from the Loan Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and under an annual operating budget satisfactory to other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such Fiscal Year, adopted together with the procedures and approved by all necessary corporate action under internal controls involved in their preparation, can be relied upon to support the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:related withdrawals. (a) by October 31 of each yearThe Borrower shall, not later than December 31, 1993, prepare and furnish to the chief financial officer Bank a study designed to provide an analysis of the Privatization Center shall have submitted a proposal for the annual operating budget operation and maintenance costs of the Privatization Center ORMVAs’ Irrigation Systems, other than those of Ouarzazate ORMVA and Tafilalet ORMVA, and, on the basis of the findings of said study, prepare and furnish to the Bank for its review and comment comments, not later than June 30, 1994, an action plan designed to ensure recovery by each of the Bank;ORMVAs referred to in this paragraph of 100% of the operation and maintenance costs (including overhead costs) and part of the depreciation costs of the ORMVA’s Irrigation System. (b) by November 30 of each year, The Borrower and the chief executive officer of the Privatization Center Bank shall have submitted a proposed annual operating budget, acceptable exchange views with respect to the above-mentioned plan and the Borrower shall, not later than June 30, 1995, implement said plan taking into account the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board’s comments thereon. Section 4.03. The Privatization Center Borrower shall inform the Bank at least thirty (30a) days prior to taking any one of the following actions prepare and shall provide furnish to the Bank all for its review and comments, not later than June 30, 1994, a proposal to revise the Borrower’s methodology for calculating Land Betterment Levies, such information thereon as proposal to account for pumping energy costs currently borne by the Bank shall reasonably request:Borrower; and (b) taking the Bank’s comments on said proposal into account, adopt and put into effect a new methodology for calculating Land Betterment Levies not later than December 31, 1994. (a) enter into any agreement The Borrower and the Bank shall, not later than December 31, 1996, or arrangement such other date as may be acceptable to guarantee or in any way or under any condition the Bank, carry out a mid-term joint review to become obligated for all or any part assess overall progress toward achieving the objectives of any financial or other obligation of another person, including any subsidiary;the Project. (b) form any subsidiary, or make or permit As part of the review referred to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of businesspreceding paragraph, the Borrower and the Bank shall (i) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes take all measures necessary to reallocate the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope unwithdrawn proceeds of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.Loan taking into account each ORMVA’s individual implementation capability; and

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of Parts A and C (except Parts C (1)(a), C (1)(b) and C (4)) of the Project of the departments or agencies of the Borrower responsible for carrying out said Parts of the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning con- cerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain or cause to be maintained, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: paragraph (a) by October 31 of each yearthis Section, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review records and comment by the Bankaccounts reflecting such expenditures; (bii) by November 30 of each yearretain, until at least one year after the chief executive officer of Bank has received the Privatization Center shall have submitted a proposed annual operating budgetaudit report for the fiscal year in which the last withdrawal from the Loan Account was made, acceptable to all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank, ’s representatives to the Board of Directors of the Privatization Center for the approval of examine such bodyrecords; and (civ) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by December 31 said auditors as to whether the statements of each expenditure submitted during such fiscal year, together with the Privatization Center procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. The Borrower shall have submitted evidence ensure that appropriate arrangements are made for the effective coordination of various institutions in the housing sector by continuing to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Boardmaintain HUDCC (or its equivalent) with adequate resources, staffing, powers and responsibilities. Section 4.03. The Privatization Center shall inform Without limiting the Bank at least thirty (30) days prior to taking any one generality of the following actions Sections 3.01 and shall provide to the Bank all such information thereon as the Bank shall reasonably request: 3.02 (a) enter into any agreement of this Agreement, the Borrower shall provide or arrangement cause to guarantee or be provided on a timely basis such resources as shall be required by NHA for the establishment of a roll-over construction fund in any way or under any condition NHA to become obligated for all or any part finance the construction of any financial or other obligation serviced sites and housing units as well as the upgrading of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementshousing units. Section 4.04. The Privatization Center Borrower shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability take necessary steps to carry out the Project or perform any of its obligations under Housing Sector Policy Statement and the Project Agreement or the Subsidiary Project Management ArrangementsHousing Sector Action Plan on a timely basis.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts referred to in paragraph (a) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors such auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (a) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall Borrower shall: (i) maintain or cause to be carried out maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) retain and ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures for financial control and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.03. The Borrower shall ensure that Novosibirsk Region and Rostov Region shall, within one year of the date of effectiveness of this Loan Agreement, establish an investment mechanism acceptable to the Bank and under an annual operating budget satisfactory for financing pilot Sub-projects in the health sector. Section 4.04. The Borrower shall cause each Region to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, ensure that: (a) by October 31 the aggregate amount of each year, the chief financial officer Loan proceeds utilized for Sub-projects in any one Project Sector shall constitute not more than 40% nor less than 25% of the Privatization Center shall have submitted a proposal for aggregate amount allocated to Categories (1), (2) (a), (b), (c) and (d) and (8) (a) and (b) in Schedule 1 to the annual operating budget of the Privatization Center for review and comment by the Bank;Loan Agreement; and (b) by November 30 of each year, the chief executive officer not more than 50% of the Privatization Center aggregate amount utilized for Sub-projects in any one Project Sector shall have submitted a proposed annual operating budget, acceptable to be in respect of Sub-projects located in the Bank, to the Board of Directors capital city of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such BoardRegion. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center SFD shall establish and thereafter at all times maintain a financial management system, including records and accounts accounts, and prepare financial statements, all in accordance with accounting standards acceptable to the Association, consistently applied, adequate to reflect in accordance with sound accounting practices its operations and financial conditioncondition and to register separately the operations, resources and expenditures for and in connection with the carrying out of the Project. (b) The Privatization Center SFD shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including separate ) and the records and accounts for the Subprojects, Special Account for each fiscal year Fiscal Year audited, in accordance with appropriate auditing principles standards acceptable to the Association, consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: , (A) certified copies of its financial statements referred to in Paragraph (a) above for such year as so audited, and (B) the an opinion on such statements and a report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;; and (iii) furnish to the Bank Association such other information concerning said such records, accounts and financial statements as well as statements, and the audit thereof, and concerning said auditors, as the Bank Association shall from time to time reasonably request. Section 4.023.02. In order to ensure maintenance (a) Without limitation upon the provisions of strict financial accountability of the Privatization Center of its obligations under Section 4.01 3.01 of this Agreement, its activities SFD shall be carried carry out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate a time-bound action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budgetplan, acceptable to the BankAssociation, for strengthening the financial management system referred to in Paragraph (a) of said Section 3.01 in order to enable SFD, not later than May 31, 2000, or such later date as the Association shall agree, to prepare quarterly a Project Management Report (the Board Project Management Report), acceptable to the Association, each of Directors which: (i) (A) sets forth actual sources and applications of funds for the Project, both cumulatively and for the period covered by said report, and projected sources and applications of funds for the Project for the six-month period following the period covered by said report, and (B) shows separately expenditures financed out of the Privatization Center proceeds of the Credit during the period covered by said report and expenditures proposed to be financed out of the proceeds of the Credit during the six-month period following the period covered by said report; (ii) (A) describes physical progress in Project implementation, both cumulatively and for the approval of such bodyperiod covered by said report, and (B) explains variances between the actual and previously forecast implementation targets; and (ciii) by December 31 sets forth the status of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations procurement under the Project Agreement or and expenditures under contracts financed out of the Subsidiary Project Management Arrangementsproceeds of the Credit, as at the end of the period covered by said report.

Financial and Other Covenants. (a) The Privatization Center Guarantor shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of Parts C, D and E of the Project of the departments or agencies of the Guarantor responsible for carrying out Parts C, D and E of the Project or any part thereof. (b) The Privatization Center Guarantor shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), including separate accounts for the Subprojects, this Section for each fiscal year Fiscal Year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so auditedYear, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities The Guarantor shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by at all necessary corporate times take all adequate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 of each year, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such body; and (c) by December 31 of each year, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action to permit the Borrower to protect itself against risk of such Boardloss resulting from changes in the rates of exchange between the currencies (including the Dinar) used in its operations. Section 4.03. The Privatization Center shall inform Guarantor agrees, as long as it exercises control over the Bank at least thirty (30) days prior setting of interest rates charged by the Borrower, to taking any one establish rates which would allow the Borrower, under conditions of efficient operation, to meet its financial obligations and covenants under the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangementsLoan Agreement. Section 4.04. The Privatization Center Guarantor shall take all action required on its behalf to submit to the vote of its Chamber of Deputies, not undertake any activity involving an expansion later than December 31, 1997, a draft law, in form and substance satisfactory to the scope Bank, amending the provisions of Article 3 of the operations or activities Guarantor’s Law No. 75-36 dated May 14, 1975 in order to modify the existing distribution criteria of the Privatization Center beyond that defined by Fonds Commun des Collectivités Locales to make them more equitable and allow the Project, so as poorer local governments to affect materially and adversely mobilize the operations or the financial condition of the Privatization Center or its ability resources necessary to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangementstheir development.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause NTA to maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial conditionexpenditures in respect of the Project. (b) The Privatization Center shallBorrower shall cause NTA to: (i) have its records, the records and accounts referred to in paragraph (a) of this Section and financial statements (balance sheets, statements of income and expenses and related statements), including separate accounts those for the Subprojects, Special Account and the Project Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;, including a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank Association such other information concerning said records, records and accounts and financial statements as well the audit thereof as the audit thereof, as the Bank Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditures, the Borrower shall cause NTA to: (i) maintain or cause to be maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made; and (iii) enable the Association’s representatives to examine such records. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities The Borrower shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatcause NTA to: (a) by October 31 of each yeartake out and maintain with responsible insurers or to make other provisions satisfactory to the Association for, the chief financial officer of the Privatization Center insurance against such risk and in such amounts as shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bankbe consistent with appropriate practice; (b) carry on its operations and conduct its affairs in accordance with sound administrative, financial and public utility practices under the supervision of qualified and experienced management assisted by November 30 of each year, the chief executive officer of the Privatization Center shall have submitted a proposed annual operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such bodycompetent staff in adequate numbers; and (c) by December 31 operate and maintain, at all time, its plant, machinery, equipment and other property relating to the Project, and from time to time, promptly as needed, to make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and public utility practices. ARTICLE V Remedies of each yearthe Association Section 5.01. Pursuant to Section 6.02 (h) of the General Conditions, the Privatization Center shall have submitted evidence to the Bank that an annual operating budget satisfactory to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestadditional events are specified: (a) enter into any agreement or arrangement As a result of events which have occurred after the date of the Development Credit Agreement, an extraordinary situation shall have arisen which shall make it improbable that NTA will be able to guarantee or in any way or perform its obligations under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiarythis Agreement; (b) form The Borrower or any subsidiary, other authority having jurisdiction shall have taken any action for the dissolution or make disestablishment of NTA or permit to exist loans, advances or cash transfers to, or deposits (except commercial bank deposits in for the ordinary course suspension of business) with other persons or investments in any person or enterprise, including any subsidiary;its operations; and (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes NTA shall have failed to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management ArrangementsParticipation Agreement.

Financial and Other Covenants. (a) The Privatization Center KESH shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition, including separate accounts reflecting the operations, resources and expenditures in respect of the Project. (b) The Privatization Center KESH shall: (i) have its records, accounts and financial statements (balance sheets, income statements of income and expenses funds flow, and other related statements), including separate accounts for the Subprojects, ) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) furnish to the Bank Association as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, ; and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank Association shall have reasonably requested;; and (iii) furnish to the Bank Association such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Bank Association shall from time to time reasonably request. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to the Bank and under an annual operating budget satisfactory to the Bank, adopted and approved by all necessary corporate action under the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that: (a) by October 31 Except as the Association shall otherwise agree, KESH shall produce, for each of each its fiscal years after its fiscal year ending on December 31, 1994, funds from internal sources equivalent to not less than 50% of the annual average of KESH’s capital expenditures incurred, or expected to be incurred, for that year, the chief financial officer of fiscal year preceding and the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank;fiscal year following that year. (b) Before October 31 in each of its fiscal years, KESH shall, on the basis of forecasts prepared by November 30 XXXX and satisfactory to the Association, review whether it would meet the requirements set forth in paragraph (a) in respect of each yearsuch year and the next following fiscal year and shall furnish to the Association a copy of such review upon its completion. (c) If any such review shows that KESH would not meet the requirements set forth in paragraph (a) for KESH’s fiscal years covered by such review, the chief executive officer KESH shall promptly take all necessary measures (including, without limitation, adjustments of the Privatization Center shall have submitted a proposed annual structure or levels of its prices) in order to meet such requirements. (d) For the purposes of this Section: (i) The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to operations, consumer deposits and consumer contributions in aid of construction, net non-operating budget, acceptable to the Bank, to the Board of Directors of the Privatization Center for the approval of such bodyincome and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to operations, the Privatization Center shall have submitted evidence to the Bank that an annual including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non-cash operating budget satisfactory to the Bank has been duly approved by charges), debt service requirements, all appropriate action cash dividends and other cash distributions of such Boardsurplus, increase in working capital other than cash and other cash outflows other than capital expenditures. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiary, or make or permit to exist loans, advances or The term "working capital other than cash" means the difference between current assets excluding cash transfers to, or deposits and current liabilities at the end of each fiscal year. (except commercial bank deposits iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next fiscal year. (cv) sellThe term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease customer advances, debt service requirements (excluding repayments of principal due within twelve months on any debt with original maturity of twelve months or otherwise dispose more), taxes and payments in lieu of any of its capital assets (whether in a single transaction or in a series of transactionstaxes, related or otherwise);and dividends. (dvi) undertake or permit any mergerThe term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, consolidation or reorganization; (eif any) make any changes to the Statutes; or (f) enter into any transaction of, and interest and other than in the ordinary course of businesscharges on, on ordinary commercial terms and on the basis of arm’s length arrangementsdebt. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain or cause NBM and the Apex unit to maintain separate records and accounts adequate to reflect in accordance with sound accounting practices its operations the operations, resources and financial condition.expenditures in respect of the Project: (b) The Privatization Center Borrower shall: (i) have its records, the records and accounts and financial statements referred to in paragraph (balance sheets, statements a) of income and expenses and related statements), this Section including separate accounts those for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors auditors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning said records, records and accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, or cause to be retained until at least one (1) year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. In order to ensure maintenance of strict financial accountability of the Privatization Center of its obligations under Section 4.01 of this Agreement, its activities shall be carried out in accordance with procedures for financial control acceptable to Except as the Bank and under an annual operating budget satisfactory to shall otherwise agree, the BankBorrower shall, adopted and approved by all necessary corporate action under through the Statutes Apex Unit, in respect of any repayments of principal of Subsidiary Finances utilized in the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, thatmaking of Subloans: (a) by October 31 of each yearopen, the chief financial officer of the Privatization Center shall have submitted a proposal for the annual operating budget of the Privatization Center for review and comment by the Bank; (b) by November 30 of each yeardate on which it shall receive the first such repayment, the chief executive officer of the Privatization Center shall have submitted and, thereafter, maintain, in a proposed annual operating budgetbank, acceptable to the Bank, a separate account on terms and conditions satisfactory to the Board of Directors of the Privatization Center for the approval of such bodyBank; and (cb) by December 31 upon receipt of each yearsuch repayment, credit the Privatization Center shall have submitted evidence same to the Bank that an annual operating budget satisfactory said separate account. All amounts so credited shall be utilized, to the Bank has been duly approved by all appropriate action of such Board. Section 4.03. The Privatization Center shall inform extent they are not yet required to meet the Bank at least thirty (30) days prior Borrower’s repayment obligations under this Agreement, exclusively to taking any one of finance, through the following actions PFIs, specific Sub-projects on similar terms and shall provide conditions as those applicable to the Bank all such information thereon as the Bank shall reasonably request: (a) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary; (b) form any subsidiary, or make or permit to exist Sub-loans, advances or cash transfers to, or deposits (except commercial bank deposits in the ordinary course of business) with other persons or investments in any person or enterprise, including any subsidiary; (c) sell, transfer, lease or otherwise dispose of any of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise); (d) undertake or permit any merger, consolidation or reorganization; (e) make any changes to the Statutes; or (f) enter into any transaction other than in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements. Section 4.04. The Privatization Center shall not undertake any activity involving an expansion in the scope of the operations or activities of the Privatization Center beyond that defined by the Project, so as to affect materially and adversely the operations or the financial condition of the Privatization Center or its ability to carry out the Project or perform any of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.

Financial and Other Covenants. (a) The Privatization Center Borrower shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Privatization Center Borrower shall: (i) have its records, accounts and financial statements state- ments (balance sheets, statements of income and expenses and related statements), including separate ) and the records and accounts for the Subprojects, Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year: (A) certified copies of its financial statements for such year as so audited, and (B) the report of such audit by said auditors audi- tors, of such scope and in such detail as the Bank shall have reasonably requested;; and (iii) furnish to the Bank such other information concerning con- cerning said records, accounts and financial statements as well as the audit thereof, thereof as the Bank shall from time to time reasonably request. Section 4.02. In order (c) For all expenditures with respect to ensure maintenance which withdrawals from the Loan Account were made on the basis of strict financial accountability statements of expenditure, the Privatization Center of its obligations under Section 4.01 of this AgreementBorrower shall: (i) maintain, its activities shall be carried out in accordance with procedures for financial control acceptable to paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Ac- count or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and under an annual operating budget satisfactory to other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are includ- ed in the annual audit referred to in para- graph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expendi- ture submitted during such fiscal year, adopted together with the procedures and approved by all necessary corporate action under internal controls in- volved in their preparation, can be relied upon to support the Statutes of the Privatization Center and in accordance with its operational policies, under procedures satisfactory to the Bank, including, inter alia, that:related withdrawals. (a) by October 31 of each yearExcept as the Bank shall otherwise agree, the chief financial officer Borrower shall produce, for each of its fiscal years after its fiscal year ending on December 31, 1991, funds from internal sources equivalent to not less than twenty percent (20%) of the Privatization Center shall have submitted a proposal for the annual operating budget average of the Privatization Center Borrower’s capital expenditures incurred, or expected to be incurred, for review that year and comment by the Bank;two next following fiscal years. (b) by November 30 For purposes of each yearfulfilling the requirements set out in paragraph (a) of this Section the Borrower shall, on the chief executive officer basis of forecasts satisfactory to the Privatization Center shall have submitted a proposed annual operating budget, acceptable to Guarantor and the Bank, starting in fiscal year 1992, carry out an annual review of the adequacy of its rates and charges in respect of the following fiscal year and the next following two fiscal years and, at least six months before the beginning of the following fiscal year, furnish to the Board of Directors Bank for its review and comment its proposed budget and proposed rates and charges for such fiscal year, together with financial projections for the next following two fiscal years. (c) If any such review shows that the Borrower would not meet the requirements set forth in paragraph (a) for the Bor- rower’s fiscal years covered by such review, the Borrower shall promptly take all necessary measures (including, without limita- tion, adjustments of the Privatization Center for structure or levels of its rates or charges) in order to meet such requirements. (d) For the approval purposes of such bodythis Section: (i) The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources relat- ed to operations, consumer deposits and consumer contributions in aid of construc- tion, net non-operating income and any reduction in working capital other than cash; and (cB) by December 31 the sum of each yearall expenses related to opera- tions, the Privatization Center shall have submitted evidence to the Bank that an annual including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for deprecia- tion and other non-cash operating budget satisfactory to the Bank has been duly approved by charges), debt service requirements, all appropriate action cash divi- dends and other cash distributions of such Boardsurplus, increase in working capital other than cash and other cash outflows other than capital expenditures. Section 4.03. (ii) The Privatization Center shall inform term "net non-operating income" means the Bank at least thirty (30) days prior to taking any one of the following actions and shall provide to the Bank all such information thereon as the Bank shall reasonably requestdifference between: (aA) enter into any agreement or arrangement revenues from all sources other than those related to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another personoperations; and (B) expenses, including any subsidiary;taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (biii) form any subsidiaryThe term "working capital other than cash" means the difference between current assets, or make or permit to exist loansexcluding cash and current liabilities, advances or at the end of each fiscal year. (iv) The term "current assets excluding cash" means all assets other than cash transfers to, or deposits (except commercial bank deposits which could in the ordinary course of business) with other persons or investments in any person or enterprisebusiness be converted into cash within twelve months, including any subsidiary;accounts receivable, marketable securities, inventories and prepaid expenses properly chargeable to operating expenses within the next fiscal year. (cv) sellThe term "current liabilities" means all liabili- ties which will become due and payable or could under circumstances then existing be called for payment within twelve months, transferincluding accounts payable, lease or otherwise dispose customer advances, debt service require- ments, taxes and payments in lieu of any taxes, and dividends. (vi) The term "debt service requirements" means the aggregate amount of its repayments (including sinking fund payments, if any) of, and interest and other charges on, debt. (vii) The term "capital assets (whether in a single transaction or in a series expenditures" means all expen- ditures incurred on account of transactionsfixed assets, including interest charged to construction, related or otherwise);to operations, excluding capital expendi- tures under Part B of the Project for the efflu- ent reuse scheme. (dviii) undertake or permit any mergerWhenever for the purposes of this Section it shall be necessary to value, consolidation or reorganization; (e) make any changes to in terms of the Statutes; or (f) enter into any transaction other than currency of the Guarantor, debt payable in the ordinary course of businessanoth- er currency, on ordinary commercial terms and such valuation shall be made on the basis of arm’s length arrangementsthe prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purposes of servicing such debt, or, in the absence of such rate, on the basis of a rate of exchange accept- able to the Bank. Section 4.04. The Privatization Center (a) Except as the Bank shall otherwise agree, the Borrower shall not undertake incur any activity involving an expansion in debt, except debt to be incurred pursuant to the scope provisions of this Agreement or Section 2.02 (a) of the operations or activities Guarantee Agreement, unless the net revenues of the Privatization Center beyond that defined by Borrower for the Projectfiscal year immediately preceding the date of such incurrence or for a later twelve-month period ended prior to the date of such incurrence, so as to affect materially and adversely whichever is the operations or greater, shall be at least 1.2 times the financial condition estimated maximum debt service requirements of the Privatization Center or its ability Borrower for any succeeding fiscal year on all debt of the Borrower, including the debt to carry out be incurred. (b) For the Project or perform any purposes of its obligations under the Project Agreement or the Subsidiary Project Management Arrangements.this Section: