Common use of Financial Covenants Clause in Contracts

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and accounts and the audit 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 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit 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 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 con- cerning said records and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower Participating Utility shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower Participating Utility shall: (i) have the records and its records, accounts referred to in paragraph (a) of this Section including those for the Special Account Account) and financial statements (balance sheets, statements of income and expenses and related statements) 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 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 and records, accounts and financial statements as well as the audit thereof thereof, as the Bank shall from time to time reasonably request. (ca) For all Except as the Bank shall otherwise agree, the Participating Utility shall produce on its water activities, for each Fiscal Year, funds from internal sources equivalent to not less than 25% of the annual average of the Participating Utility’s capital expenditures with respect incurred, or expected to which withdrawals from be incurred, for that year, the Loan Account were made previous Fiscal Year and the next following Fiscal Year. (b) Before September 30 in each Fiscal Year, the Participating Utility shall, on the basis of statements forecasts prepared by it and satisfactory to the Bank, review whether it would meet the requirements set forth in paragraph (a) in respect of expendituresuch year and the next following Fiscal Year and shall furnish to the Bank a copy of such review upon its completion. (c) If any such review shows that the Participating Utility would not meet the requirements set forth in paragraph (a) for the Fiscal Year covered by such review, the Borrower shallParticipating Utility shall promptly take all necessary measures (including, without limitation, recommendation for adjustments of the structure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) maintain or cause The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to be maintainedoperations and consumer contributions in aid of construction, net non-operating income and any reduction in accordance with paragraph working capital other than cash; and (aB) the sum of this Sectionall expenses related to operations, records including administration, adequate maintenance and accounts reflecting such taxes and payments in lieu of taxes (excluding provision for depreciation and other non- cash operating charges), debt service requirements, all cash dividends and other cash distributions of surplus, increase in working capital other than cash and other cash outflows other than capital expenditures;. (ii) retainThe term "net non-operating income" means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, until at least one year after including taxes and payments in lieu of taxes, incurred in the Bank has received the audit report for the fiscal year generation of revenues 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 documentsA) evidencing such expenditures;above. (iii) enable The term "working capital other than cash" means the Bank’s representatives to examine such records; anddifference between current assets excluding cash and current liabilities at the end of each Fiscal Year. (iv) ensure that such records and accounts are included The term "current assets excluding cash" means all assets other than cash which could in the annual audit referred ordinary course of business be converted into cash within twelve months, including accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next Fiscal Year. (v) The 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, including accounts payable, customer advances, taxes and payments in paragraph (b) lieu of this Section taxes, 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 withdrawalsdividends.

Financial Covenants. (a) The Borrower shall cause CNE to maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shallshall cause CNE to: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those Section, and the records and accounts for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles standards acceptable to the Bank, 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 four months after the end of each such year: (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited; and (B) an opinion on such statements, the records and accounts and report of such audit 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 such records and accounts accounts, and the audit thereof thereof, and concerning said auditors, as the Bank shall may 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 shallshall cause CNE to: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate 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 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. (a) Without limitation upon the Borrower’s progress reporting obligations set out in Section 3.07 (d) of this Agreement, the Borrower shall cause CNE to prepare and furnish to the Bank a financial monitoring report, in form and substance satisfactory to the Bank, which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Loan and explains variances between the actual and planned uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned Project implementation; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Loan, as at the end of the period covered by said report. (b) The first FMR shall be furnished to the Bank not later than 45 days after the end of the first calendar quarter after the Effective Date, and shall cover the period from the incurrence of the first expenditure under the Project through the end of such first calendar quarter; thereafter, each FMR shall be furnished to the Bank not later than 45 days after each subsequent calendar quarter, and shall cover such calendar quarter.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those and the records and accounts for the Special Account for each fiscal year Fiscal Year audited, in accordance with appropriate auditing principles standards acceptable to the Bank, 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 months after the end of each such year: (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited; and (B) an opinion on such statements, the records and accounts and report of such audit 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 such records and accounts accounts, and the audit thereof thereof, and concerning said auditors, as the Bank shall may 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 Project Management Reports or statements of expenditureexpenditure (including statements of transfer as cited in paragraph 4 (d) of Part A of Schedule 1 to this Agreement), the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year 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 (I) the Project Management Reports or statements of expenditure or statements of transfer; and (II) the documents and other evidence referred to in paragraph 3 (c) of Part A of Schedule 1 to this Agreement submitted during such fiscal yearFiscal 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 prepare, in accordance with guidelines acceptable to the Bank, and furnish to the Bank not later than 45 days after the end of each calendar quarter, a Project management report for such period, which: (a) (i) 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 (ii) shows separately expenditures financed out of the proceeds of the Loan during the period covered by said report and expenditures proposed to be financed out of the proceeds of the Loan during the six-month period following the period covered by said report; (b) (i) describes physical progress in Project implementation, both cumulatively and for the period covered by said report; and (ii) explains variances between the actual and previously forecast implementation targets; and (c) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Loan, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower shall Recipient shall, through DEAT and DOT, and as provided in the Tripartite Agreement, cause SAMSA and IOC to establish and maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower Recipient shall, through DEAT and DOT, and as provided in the Tripartite Agreement, cause SAMSA and IOC to: (i) have the records and accounts financial statements referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year (or other period agreed to by the Bank), audited, in accordance with appropriate consistently applied auditing principles consistently appliedstandards acceptable to the Bank, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such yearyear (or such other period agreed to by the Bank): (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year (or other period agreed to by the Bank), the report of as so audited; and (B) an opinion on such audit statements by said auditors, of such in scope and in such detail as satisfactory to the Bank shall have reasonably requestedBank; and (iii) furnish to the Bank such other information concerning said such records and accounts accounts, and the audit thereof of such financial statements, and concerning said auditors, as the Bank shall may from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan GEF Trust Fund Grant Account were made on the basis of reports referred to in Part A.6 of Schedule 1 to this Agreement (Report-based Disbursements) or on the basis of statements of expenditure, the Borrower Recipient shall, through DEAT and DOT, and as provided in the Tripartite Agreement, cause SAMSA and IOC to: (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 for, or covering, the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special GEF Trust Fund Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iiiii) enable the Bank’s representatives to examine such records; and (iviii) ensure that such records reports and accounts statements of expenditure are included in the annual audit for each fiscal year (or other period agreed to by the Bank), 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 withdrawalsSection.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, 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 and accounts and the audit 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 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those and the records and accounts for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles standards acceptable to the Bank, 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 four months after the end of each such year: (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited; and (B) an opinion on such statements, the records and accounts and report of such audit audit, by said auditors, of such scope and in such detail as the Bank shall have reasonably requested, including as part of the information to be provided in each report a management letter concerning the Borrower’s internal controls; and (iii) furnish to the Bank such other information concerning said such records and accounts accounts, and the audit thereof thereof, and concerning said auditors, as the Bank shall may 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 separate 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 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. (a) Without limitation upon the Borrower’s progress reporting obligations set out in Section 3.08 of this Agreement, the Borrower shall prepare in accordance with guidelines acceptable to the Bank and furnish to the Bank a financial monitoring report, in form and substance acceptable to the Bank, which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Loan, and explains variances between the planned and actual uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned implementation; and (iii) sets forth the status of procurement under the Project, as at the end of the period covered by said report. (b) The first FMR shall be furnished to the Bank not later than 45 days after the end of the first calendar quarter after the Effective Date, and shall cover the period from the incurrence of the first expenditure under the Project through the end of such first calendar quarter; and thereafter, each FMR shall be furnished to the Bank not later than 45 days after each subsequent calendar quarter, and shall cover such calendar quarter.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account 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 months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Association, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the Participating States, departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shallshall cause FMOE and the Participating States: (i) to have the records and accounts referred to in paragraph (a) of this Section including those for the Federal Special Account and the State Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) to furnish to the Bank Association as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and (iii) to furnish to the Bank Association such other information concerning said records and accounts and 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 Loan Credit Account were made on the basis of Financial Monitoring Reports or statements of expenditure, the Borrower shallshall cause the FMOE and Participating States to: (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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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 Financial Monitoring Reports or 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) Without limitation upon the Borrower’s progress reporting obligations set out in paragraph 6 of Schedule 4 to this Agreement, the Borrower shall cause FMOE and the Participating States to prepare and furnish to the Association a Financial Monitoring Report, in form and substance satisfactory to the Association, which: 1. sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Credit, and explains variances between the actual and planned uses of such funds;

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those and the records and accounts for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles standards acceptable to the Bank, 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 months after the end of each such year: (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited; and (B) an opinion on such statements, the records and accounts and report of such audit audit, by said auditors, of such scope and in such detail as the Bank shall have reasonably requestedrequested including as part of the information to be provided in each said report, a management letter concerning the Recipient’s internal controls; and (iii) furnish to the Bank such other information concerning said such records and accounts accounts, and the audit thereof thereof, and concerning said auditors, as the Bank shall may 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 separate 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 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. (a) Without limitation upon the Borrower’s progress regarding obligations set out in Section 3.05 (b) of this Agreement, the Borrower shall and furnish to the Bank a financial monitoring report, in form and substance satisfactory to the Bank, which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Loan, and explains variances between the planned and actual uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned implementation; and (iii) sets forth the status of procurement under the Project, as at the end of the period covered by said report. (b) The first FMR shall be furnished to the Bank not later than 45 days after the end of the first calendar semester after the Effective Date, and shall cover the period from the incurrence of the first expenditure under the Project through the end of such first calendar semester; and thereafter, each FMR shall be furnished to the Bank not later than 45 days after each subsequent calendar semester, and shall cover such calendar semester.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account Accounts 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, 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 and accounts and the audit 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 or payment out of the Special Account Accounts 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system in the PCU, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out related to the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those and the records and accounts for the Special Account for each fiscal year audited, audited in accordance with appropriate auditing principles standards acceptable to the Bank, 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 months after the end of each such year, (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited, and (B) an opinion on such financial statements, records, accounts and report of such audit 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 such financial statements, records and accounts accounts, and the audit thereof thereof, and concerning said auditors, as the Bank shall may 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 separate 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 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. (a) The Borrower shall prepare and furnish to the Bank a financial monitoring report, in form and substance acceptable to the Bank, which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Loan, and explains variances between the actual and planned uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned Project implementation; and (iii) sets forth the status of procurement under the Project, as at the end of the period covered by said report. (b) The first such report shall be furnished to the Bank not later than 45 days after the end of the first calendar quarter after the Effective Date, and shall cover the period from the incurrence of the first expenditure under the Project through the end of such first calendar quarter; thereafter, each such report shall be furnished to the Bank not later than 45 days after each subsequent calendar quarter, and shall cover such calendar quarter.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Credit Account and the Pooled Funds Account were made on the basis of Project Management Reports or statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Sectionsound accounting practices, records and separate accounts reflecting such expenditures; (ii) retain, until at least one (1) year after the Bank Association has received the audit report for the fiscal year Fiscal Year in which the last withdrawal from the Loan Credit Account or payment out of and the Special Pooled Funds Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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 Project Management Reports or statements of expenditure submitted during such fiscal yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) (i) of this Section and those for the Special Account 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 Fiscal Year, the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested, including a separate opinion by said auditors as to whether the Project Management Reports or 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 Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, the report of such audit by said 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 and accounts and 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 Loan Credit Account were made on the basis of Project Management Reports or 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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 Project Management Reports or 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. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association for the strengthening of its financial management system for the Project in order to enable the Borrower, not later than eighteen months after the Effective Date, or such later date as the Association shall agree, to prepare quarterly Project management reports, acceptable to the Association, each of 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 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 period covered by said report, and (B) explains variances between the actual and previously forecast implementation targets; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Credit, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower Participating Utility shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower Participating Utility shall: (i) have the records and its records, accounts referred to in paragraph (a) of this Section including those for the Special Account Account) and financial statements (balance sheets, statements of income and expenses and related statements) 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 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 and records, accounts and financial statements as well as the audit thereof thereof, as the Bank shall from time to time reasonably request. (ca) For all Except as the Bank shall otherwise agree, the Participating Utility shall produce on its water activities, for each Fiscal Year, funds from internal sources equivalent to not less than 25% of the annual average of the Participating Utility’s capital expenditures with respect incurred, or expected to which withdrawals from be incurred, for that year, the Loan Account were made previous Fiscal Year and the next following Fiscal Year. (b) Before September 30 in each Fiscal Year, the Participating Utility shall, on the basis of statements forecasts prepared by it and satisfactory to the Bank, review whether it would meet the requirements set forth in paragraph (a) in respect of expendituresuch year and the next following Fiscal Year and shall furnish to the Bank a copy of such review upon its completion. (c) If any such review shows that the Participating Utility would not meet the requirements set forth in paragraph (a) for the Fiscal Year covered by such review, the Borrower shallParticipating Utility shall promptly take all necessary measures (including, without limitation, recommendation for adjustments of the structure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) maintain or cause The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to be maintainedoperations and consumer contributions in aid of construction, net non-operating income and any reduction in accordance with paragraph working capital other than cash; and (aB) the sum of this Sectionall expenses related to operations, records including administration, adequate maintenance and accounts reflecting such taxes and payments in lieu of taxes (excluding provision for depreciation and other non- cash operating charges), debt service requirements, all cash dividends and other cash distributions of surplus, increase in working capital other than cash and other cash outflows other than capital expenditures;. (ii) retainThe term "net non-operating income" means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, until at least one year after including taxes and payments in lieu of taxes, incurred in the Bank has received the audit report for the fiscal year generation of revenues 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 documentsA) evidencing such expenditures;above. (iii) enable The term "working capital other than cash" means the Bank’s representatives to examine such records; anddifference between current assets excluding cash and current liabilities at the end of each Fiscal Year. (iv) ensure that such records and accounts are included The term "current assets excluding cash" means all assets other than cash which could in the annual audit referred ordinary course of business be converted into cash within twelve months, including accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next Fiscal Year. (v) The 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, including accounts payable, customer advances, taxes and payments in paragraph (b) lieu of this Section taxes, 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 withdrawalsdividends.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Association, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the Participating States, departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shallshall cause FMOE and the Participating States: (i) to have the records and accounts referred to in paragraph (a) of this Section including those for the Federal Special Account and the State Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (ii) to furnish to the Bank Association as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and (iii) to furnish to the Bank Association such other information concerning said records and accounts and 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 Loan Credit Account were made on the basis of Financial Monitoring Reports or statements of expenditure, the Borrower shallshall cause the FMOE and Participating States to: (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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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 Financial Monitoring Reports or 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) Without limitation upon the Borrower’s progress reporting obligations set out in paragraph 6 of Schedule 4 to this Agreement, the Borrower shall cause FMOE and the Participating States to prepare and furnish to the Association a Financial Monitoring Report, in form and substance satisfactory to the Association, which: sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Credit, and explains variances between the actual and planned uses of such funds; describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned Project implementation; and sets forth the status of procurement under the Project, as at the end of the period covered by said report. The first FMR shall be furnished to the Association not later than 60 days after the end of the first calendar quarter after the Effective Date, and shall cover the period from the incurrence of the first expenditure under the Project through the end of such first calendar quarter; thereafter, except as provided for in paragraphs (c) and (d) below, each FMR shall be furnished to the Association not later than 60 days after each subsequent calendar quarter, and shall cover such calendar quarter. The Borrower may, at any time during Project implementation, submit a request to the Association for withdrawals from the Credit Account to be made on the basis of amplified FMRs in accordance with the provisions of paragraph 2 (b) of Schedule 1 to this Credit Agreement, together with an amplified financial monitoring report for the preceding calendar quarter, in form and substance satisfactory to the Association, which: (i) 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 uses of funds for the Project for the six-month period following the period covered by said report, and shows separately expenditures financed out of the 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) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and previously forecast implementation targets; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Credit, as at the end of the period covered by said report. if the Association agrees to the Borrower’s request referred to in paragraph (c) above, the Borrower shall thereafter cause FMOE and the Participating States to prepare and furnish to the Association within 60 days after the end of each calendar quarter an Amplified FMR in respect of such quarter.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAdministrator; (ii) furnish to the Bank Administrator, as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Administrator shall have reasonably requested; and (iii) furnish to the Bank Administrator such other information concerning said records and accounts and the audit thereof as the Bank Administrator shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Interim Fund Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Administrator has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Interim Fund Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAdministrator’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.

Financial Covenants. (a) The Borrower CBP shall maintain or cause procedures and records adequate to monitor and record the progress of Parts A (ii) and B (ii) of the Project and of each Investment Project (including its cost and the benefits to be maintained records derived from it) and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the operations, resources operations and expenditures in respect financial condition of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofCBP. (b) The Borrower CBP shall: , in respect of Parts A (ii) and B (ii) of the Project: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (a) balance sheets, statements of this Section income and expenses and related statements), including those for the its respective Special Account Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; Administrator; (ii) furnish to the Bank Administrator, 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 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 Administrator shall have reasonably requested; and and (iii) furnish to the Bank Administrator such other information concerning said records and records, accounts and financial statements as well as the audit thereof as the Bank Administrator shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals of the proceeds of the Credit allocated from time to time to Category (2), set forth in the Loan Account table in paragraph 1 of Schedule 1 to the Trust Fund Credit Agreement, were made on the basis of statements of expenditure, the Borrower CBP shall: : (i) maintain 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 (1) year after the Bank Administrator has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; ; (iii) enable the BankAdministrator’s representatives to examine such records; and and (iv) ensure that such records and accounts are included dealt with 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 expenditures 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the its operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall:. (i) have the its records and accounts referred to in paragraph (a) of this Section including those and the records and accounts for the 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 months after the end of each such year, (A) certified copies of the said accounts 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 and accounts and as well as the audit 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 maintainedmaintain, in accordance with paragraph 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 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. Except as the Bank shall otherwise agree, the Borrower shall: (a) open by the date on which it shall receive the first payment of interest or other charges on, or repayment of principal under, any of the Subsidiary Financing Agreements and thereafter maintain a separate account on its books in accordance with its normal financial practices; (b) upon receipt of each such payment or repayment, credit the same to the said separate account. All amounts so credited shall be utilized by the Borrower, to the extent they are not yet required to meet the Borrower’s payment obligations to the Bank under this Agreement, exclusively to finance specific development projects to expand exports.

Financial Covenants. (a) Section 4.01. The Borrower shall maintain or cause to be maintained procedures and records adequate to monitor and accounts adequate record the progress of the Project and of each Sub-project (including its cost and the benefits to be derived from it) and to reflect in accordance with sound accounting practices the operations, resources operations and expenditures in respect financial condition of the Project of the departments or Participating Banks and other agencies of the Borrower responsible for carrying out any Part of the Project or any part thereofProject. (ba) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) Section 4.01 of this Section including those Agreement, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and records and accounts for the Special Account for each fiscal year audited, 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 months after the end of each such year: (A) certified copies of said 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 the said records records, accounts and accounts financial statements and the audit thereof as the Bank shall from time to time reasonably request. (cb) 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 maintainedmaintain, in accordance with paragraph (a) Section 4.01 of this SectionAgreement, 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 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 (ba) 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 4.03. Except as the Bank shall otherwise agree, the Borrower shall, in respect of any repayments of principal and interest to be made by the Participating Banks under their respective Subsidiary Loans: (a) open, by the date on which it shall receive the first such repayment, and thereafter maintain, in a bank acceptable to the Bank, a separate account, on terms and conditions satisfactory to the Bank; and (b) upon receipt of each such repayment, credit the same to the said separate account. All amounts to be so credited shall be utilized, to the extent they are not yet required to meet the Borrower’s repayment obligations under this Agreement, exclusively to finance, through the Participating Banks: (i) other Qualifying Private Housing Developments or Qualifying Building Materials Industry Investments on similar terms and conditions as those applicable to the Sub-loans made out of the respective Housing Project Credit Lines so repaid and credited to the said separate account; or (ii) if such Participating Bank is also a Participating Financial Intermediary for purposes of the Enterprise Support Project, Qualifying Investments, as such term is defined in Section 1.02 (e) of the ESP Loan Agreement. Section 4.04. Except as the Bank shall otherwise agree, the Borrower shall, in respect of any repayments of principal and interest to be made by the Participating Cities under their respective Participating City Loans: (a) open, by the date on which it shall receive the first such repayment, and thereafter maintain, in a bank acceptable to the Bank, a separate account, on terms and conditions satisfactory to the Bank; and (b) upon receipt of each such repayment, credit the same to the said separate account. All amounts to be so credited shall be utilized, to the extent they are not yet required to meet the Borrower’s repayment obligations under this Agreement, exclusively to finance improvements contributing to the amount and quality of municipal land available for private housing development and improvements in related housing infrastructure of cities under the Municipal Land Development Program, on similar terms and conditions as those applicable to the Participating City Loans so repaid and credited to the said separate account.

Financial Covenants. (a) Section 4.01. The Borrower shall maintain or cause procedures and records adequate to monitor and record the progress of the Project and of each Sub-project (including its cost and the benefits to be maintained records derived from it) and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the operations, resources operations and expenditures in respect financial condition of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofBorrower. (ba) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including the records and accounts referred to in paragraph (a) Section 4.01 of this Section including Agreement, those for the Special Account and those for the RCF and CLF II, for each fiscal year audited, 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 months after the end of each such year, : (A) certified copies of said 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 the said records records, accounts and accounts financial statements and the audit thereof as the Bank shall from time to time reasonably request. (cb) 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 maintainedmaintain, in accordance with paragraph (a) Section 4.01 of this SectionAgreement, 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 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 (ba) 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 4.03. The Borrower shall take such steps satisfactory to the Bank as shall be necessary to protect itself against risk of loss resulting from changes in the rates of exchange between the currencies (including the currency of the Guarantor) used in its operations. Section 4.04. The Borrower shall adopt and thereafter implement the RCF Policy Manual, the CLF II Policy Manual and the Institutional Strengthening Action Plan, all in a manner and substance satisfactory to the Bank. The Borrower further undertakes not to amend, suspend, abrogate, repeal or waive the RCF Policy Manual, the CLF II Policy Manual and the Institutional Strengthening Action Plan without the prior approval of the Bank. Section 4.05. Except as the Bank shall otherwise agree, the Borrower shall take all such actions as shall be necessary to distribute dividends from its profits, commencing with the Borrower’s fiscal year 1995, only after having made adequate provisioning: (a) for loan losses pursuant to the Institutional Strengthening Action Plan; (b) for equity increases at a level equal to at least one eighth of the growth in the Borrower’s net agrarian loan portfolio; and (c) to adjust its equity in real terms taking into account the average inflation rate at the beginning and ending of each fiscal year. (a) Except as the Bank shall otherwise agree, commencing on the Borrower’s fiscal year 1996 and each fiscal year thereafter, the Borrower shall: (i) maintain the following financial indicators: (A) risk assets to net equity of not more than 8 to 1; (B) liquid assets to short-term deposits of not less than 45%; (C) average profitability in real terms during any consecutive three fiscal years; and (ii) take all such actions as may be necessary to ensure that the arrears on reimbursements due by the Agrarian Reform Fund to the Borrower on account of the Borrower’s Agrarian Reform Bonds shall not exceed the lesser of Peso one billion or 10% of the Borrower’s equity. (b) For purposes of this Section:

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained main- tained records and accounts adequate to reflect in accordance with sound accounting practices practices: (i) the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof; and (ii) the operations and financial condition of LRA. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account Accounts for each fiscal year audited, in accordance with appropriate appro- priate 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, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably reason- ably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit 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 or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expendituresexpendi- tures; (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.

Financial Covenants. (a) The Borrower shall establish and maintain or cause to be maintained a financial management system, including records and accounts and prepare financial statements in a format acceptable to the Association adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for for, and in connection with, the carrying out of the Project or any part thereof. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited, the and (B) an opinion on such financial statements, records and accounts and a report of such audit by said 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 and accounts and 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 Loan Credit Account were made on the basis of Project Management Reports (PMRs) or statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and separate accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;; and (iii) enable the BankAssociation’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 PMRs or 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. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association for the strengthening of the financial management system referred to in paragraph (a) of said Section 4.01 in order to enable the Borrower, not later than July 1, 2001, or such later date as the Association shall agree, to prepare trimesterly Project Management Reports, acceptable to the Association, each of 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 eight-month period following the period covered by said report, and

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments departments, agencies or agencies authorities of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph paragraph (a) of this Section including those for the Special Account 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 year: (A) certified copies of its financial statements for such year, year as so audited; and (B) the report of such audit by said 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 and accounts and 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 Loan Credit 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expendituresexpen- ditures; (iii) enable the BankAssociation’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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Parts A and C, and Part B (development of a national strategy for managing social asset divestiture and efficient management of essential services) of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofsaid Parts of the Project. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable satisfactory 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, 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 con- cerning said records and accounts and the audit 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 (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. (a) The Borrower shall cause the Participating Regions and the Participating Cities to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of such Participating Regions and Participating Cities in respect of their components under Part B of the Project. (b) The Borrower shall cause the Participating Regions and the Participating Cities to: (i) have the records and accounts referred to in paragraph (a) of this Section for its Project Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors satisfactory 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, 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 such records, accounts and the audit thereof as the Bank shall from time to time reasonably request.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project Project, of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof, and of BI and the Participating Banks. (b) The Borrower shall, and shall cause BI and the Participating Banks to: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year Fiscal Year audited, in accordance with appropriate 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, 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 and accounts and the audit 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 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 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. Except as the Bank shall otherwise agree, the Borrower shall not provide to any Developer, whether directly or indirectly, in cash or in kind, any loan, subsidy, grant, credit enhancement or financing of any kind other than out of the proceeds of the Loan pursuant to this Agreement and the proceeds of the GEF Grant pursuant to the terms of the GEF Grant Agreement. Section 4.03. The Borrower shall ensure that: (a) PLN shall purchase all power generated by the SP Subprojects, at rates and in a manner in accordance with the PSKSK Regulation; and (b) PLN shall, by June 30 (or such other date as may be agreed by the Bank) in each year, commencing June 30, 1998, revise and publish the PSKSK Regulation small power purchase tariff schedule, including the form of the standard power purchase contract, in accordance with a methodology agreed with the Bank.

Financial Covenants. (a) The Borrower Recipient shall maintain or cause to be maintained records and separate accounts adequate to reflect in accordance with sound accounting practices the its operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankTrustee; (ii) furnish to the Bank Trustee as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Trustee shall have reasonably requested; and; (iii) furnish to the Bank Trustee monthly certified statements of the Special Account; and (iv) furnish to the Trustee such other information concerning con-cerning said records and accounts and the audit thereof as the Bank Trustee shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan RFT Grant Account were made on the basis of statements of expenditure, the Borrower Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Trustee has received the audit report for the fiscal year in which the last withdrawal from the Loan RFT Grant Account or payment out of the Special Account was were made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankTrustee’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.

Financial Covenants. (a) The For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of Report-based Disbursement or were made on the basis of statements of expenditure, the Borrower shall shall: (i) maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound consistently applied accounting practices standards acceptable to the operationsAssociation, resources records and separate 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, or covering, the fiscal year in respect of which the Project of last withdrawal from the departments or agencies of Credit Account was made; and (iii) enable the Borrower responsible for carrying out the Project or any part thereofAssociation’s representatives to examine such records. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) (i) of this Section including and those for the Special Account for each fiscal year audited, in accordance with appropriate consistently applied auditing principles consistently appliedstandards acceptable to the Association, 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 months after the end of each such year, year the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit 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 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 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 Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request.

Financial Covenants. (a) The Borrower Cross River State shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or and agencies of the Borrower Cross River State responsible for carrying out the Project or any part thereofProject. (b) The Borrower Cross River State shall: (i) have the records and accounts referred to in paragraph (a) of this Section (including those for the Cross River State Special Account 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 months after the end of each such year, (A) certified copies of its financial statements relating to the Project 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 and records, 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 behalf of Cross River State on the basis of statements of expenditure, the Borrower Cross River State 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 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.

Financial Covenants. (a) The Borrower shall cause PJKA to maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources operations and expenditures in respect financial condition of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofPJKA. (b) The Borrower shallshall cause PJKA to: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 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, of such scope and in such detail as the Bank shall have reasonably requested; andrequest. (iii) furnish Furnish to the Bank such other information concerning said records such records, accounts and accounts financial statements and the audit 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, 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 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 expenditures 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 take, or cause to be taken all action necessary to enable PJKA to achieve the operational and financial targets set out in Schedule 5 to this Agreement. Section 4.03. Until completion of the Project, the Borrower shall, at least three months before the relevant budget year, furnish, or cause to be furnished, to the Bank for comment a draft of PJKA’s annual investment plan, and thereafter, the final plan.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account Accounts for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAdministrator, who shall be employed by November 30, 1997 on terms and conditions satisfactory to the Administrator; (ii) furnish to the Bank Administrator, as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Bank Administrator shall have reasonably requested; and (iii) furnish to the Bank Administrator such other information concerning said records and records, accounts and the audit thereof as the Bank Administrator shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Interim Fund Credit 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 Administrator has received the audit report for the fiscal year in which the last withdrawal from the Loan Interim Fund Credit 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 Administrator'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. The Borrower shall cause each of the Federation and Republika Srpska to coordinate with the PMAU for purposes of procurement monitoring and audit under their respective parts of the Project.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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 seven 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, 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 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. (a) Except as the Bank shall otherwise agree, the Borrower shall produce, for each fiscal year, funds from internal sources equivalent to not less than 30% of the annual average of the Borrower’s capital expenditures incurred, or expected to be incurred, for that year, the previous fiscal year and the next following fiscal year. (b) Before September 30 in each of its fiscal years, 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) in respect of such year and the next following fiscal year and shall furnish to the Bank a copy 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) for the Borrower’s fiscal years covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, adjustments of the 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 income and any reduction in working capital other than cash; and (B) the sum of all expenses related to operations, including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non-cash operating charges), debt service requirements, all cash dividends and other cash distributions of surplus, increase in working capital other than cash and other cash outflows other than capital expenditures. (ii) The term "net non-operating income" means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (iii) The term "working capital other than cash" means the difference between current assets excluding cash and current liabilities at the end of each fiscal year. (iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business be converted into cash within twelve months, including accounts receivable, marketable securities, inventories and prepaid expenses properly chargeable to operating expenses within the next fiscal year. (v) The 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, including accounts payable, customer advances, debt service requirements, taxes and payments in lieu of taxes, and dividends. (vi) The term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, if any) of, and interest and other charges on, debt.

Financial Covenants. (a) The Borrower shall maintain or maintain, and cause IEF to be maintained maintain, separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have cause such records and accounts and the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year to be 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 months after the end of each such year, : (A) certified copies of the accounts 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 and accounts and as well as the audit 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 paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retainretain or cause to be 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 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.

Financial Covenants. (a) The Borrower shall maintain or and cause to be maintained records and accounts in respect of the Project and Sub-projects, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower and Local Government Units responsible for carrying out the Project or Sub-project or any part thereof. (b) The Borrower shall: (i) have and cause the Local Government Units to have the records and accounts referred to in paragraph (a) of this Section including (in the case of the Borrower) those for the 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 nine months after the end of each such year, the a consolidated report of such audit audits by said its 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 and accounts and the audit audits 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 and cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retainretain and cause to be 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 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 audits referred to in paragraph (b) of this Section and that the consolidated report of such audit audits contains a separate opinion by said its 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.

Financial Covenants. (a) The For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall shall: (i) maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices 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 operations, resources and expenditures Association has received the audit report for the fiscal year in respect of which the Project of last withdrawal from the departments or agencies of Credit Account was made; and (iii) enable the Borrower responsible for carrying out the Project or any part thereofAssociation’s representatives to examine such records. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) (i) of this Section including and those for the Special Account 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, year the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit 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 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 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 Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. Section 5.02. The Borrower shall prepare and furnish to the Association a financial monitoring report (FMR), in form and substance satisfactory to the Association, which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Credit and the Italian Grant, respectively, and explains variances between the actual and planned uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned Project implementation; and (iii) sets forth the status of procurement under the Project, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures expen- ditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, a certified copy of the report of such audit by said 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 and records, accounts and 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 Loan Credit 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 year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Credit 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 BankAssociation’s representatives to examine such records; and (iv) ensure that such records and accounts are included includ-ed in the annual audit referred to in paragraph 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 expenditure expen-diture submitted during such fiscal year, together toge-ther with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. (a) The Borrower shall cause MAA to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of MAA. (b) The Borrower shall cause MAA, from January 1, 1993, to: (i) have its records, accounts and financial state- ments (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appro- priate 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 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, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning such records, accounts, financial statements and the audit thereof as the Associa-tion shall from time to time reasonably request. Section 4.03. With effect from January 1, 1993, the Borrower shall enable MAA through airport tariffs, annually, to generate: (a) revenues sufficient to cover all airport-related operating expenses, including maintenance and depreciation pro- visions satisfactory to the Association; and (b) funds internally sufficient to cover (i) annual debt service requirements of all existing and any new, airport-related debt, including debt relating to the Project, (ii) annual working capital requirements, and (iii) payments to the Borrower as reason- ably determined, annually, by the Borrower.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Part D of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 three months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one (1) year after the Bank has received the audit report for the fiscal year 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be (a) Except as the Bank shall otherwise agree, the Borrower shall earn, for each of its Fiscal Years after its Fiscal Year ending on December 31, 1994, an annual return of not less than eight percent (8%) of the average current net value of the Borrower’s fixed assets in operation. (b) Before December 1 in each of its Fiscal Years, 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) in respect of such year and the next following Fiscal Year, and shall furnish to the Bank a copy 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) for the Borrower’s Fiscal Years covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, adjustments of the structure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) The annual return shall be relied upon calculated by dividing the Borrower’s net operating income for the Fiscal Year in question by one half (1/2) of the sum of the current net value of the Borrower’s fixed assets in operation at the beginning and at the end of that Fiscal Year. (ii) The term "net operating income" means total operating revenues less total operating expenses. (iii) The term "total operating revenues" means revenues from all sources related to support operations. (iv) The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and provision for depreciation in a manner consistent with generally accepted accounting principles. (v) The average current gross value of the related withdrawalsBorrower’s fixed assets in operation shall be calculated as one half (1/2) of the sum of the gross value of the Borrower’s fixed assets in operation at the beginning and at the end of the Fiscal Year, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Bank. (vi) The term "current net value of the Borrower’s fixed assets in operation" means the gross value of the Borrower’s fixed assets in operation less the amount of accumulated depreciation, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Bank. (a) Except as the Bank shall otherwise agree, the Borrower shall not incur any debt unless a reasonable forecast of the revenues and expenditures of the Borrower shows that the estimated net revenues of the Borrower for each Fiscal Year during the term of the debt to be incurred shall be at least one and one- third (1.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAdministrator; (ii) furnish to the Bank Administrator, as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Administrator shall have reasonably requested; and (iii) furnish to the Bank Administrator such other information concerning said records and accounts and the audit thereof as the Bank Administrator shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Interim Fund Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Administrator has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Interim Fund Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAdministrator’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.

Financial Covenants. (a) The Borrower GTCL shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower GTCL shall: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 months after the end of each such year, certified copies of its financial statements for such year as so audited and the report of such audit by said 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 and records, accounts and financial statements as well as the audit thereof thereof, as the Bank Association shall from time to time reasonably request. (ca) For all expenditures with respect to which withdrawals from Except as the Loan Account were made Association shall otherwise agree, GTCL shall earn an annual return on the average current value of GTCL’s net fixed assets in operation of not less than 4% for fiscal year 1995, 6% for fiscal years 1996 and 1997, 7% for fiscal year 1998, 8% for fiscal year 1999, and 10% for fiscal year 2000 and thereafter. (b) Before the beginning of each fiscal year GTCL shall, on the basis of statements forecasts prepared by GTCL and satisfactory to the Association, review whether it would meet the requirements set forth in paragraph (a) in respect of expendituresuch year and the next following fiscal year and shall furnish to the Association the results of such review upon its completion. (c) If any such review shows that GTCL would not meet the requirements set forth in paragraph (a) for GTCL’s fiscal years covered by such review, GTCL shall promptly take all necessary measures (including, without limitation, adjustments of the Borrower shallstructure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) maintain or cause to The annual return shall 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 calculated by dividing GTCL’s net operating income for the fiscal year in which question by the last withdrawal from the Loan Account or payment out average of the Special Account was made, all records current value of GTCL’s net fixed assets in operation at the beginning and at the end of that fiscal year. (contracts, orders, invoices, bills, receipts and other documentsii) evidencing such expenditures;The term "net operating income" means total operating revenues less total operating expenses. (iii) enable the Bank’s representatives The term "total operating revenues" means revenues from all sources related to examine such records; andoperations. (iv) ensure that The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and provision for depreciation on a straight-line basis or other basis acceptable to the Association, but excluding interest and other charges on debt. (v) The current value of GTCL’s gross fixed assets in operation means the gross value of GTCL’s fixed assets in operation, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Association. (vi) The term "current value of GTCL’s net fixed assets in operation" means the gross value of GTCL’s fixed assets in operation less the amount of accumulated depreciation, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Association. Section 4.03. GTCL shall maintain its accounts receivable at a level not exceeding the equivalent of three months’ xxxxxxxx. (a) Except as the Association shall otherwise agree, GTCL shall, commencing in fiscal year 1995, not incur any debt, if after the incurrence of such records and accounts are included in debt the annual audit referred ratio of debt to in paragraph equity shall be greater than 60 to 40. (b) For the purposes 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:

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have its records corporate and consolidated accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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 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 concern- ing said records and records, accounts and financial statements as well as the audit 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 maintainedmaintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expendituresex- penditures; (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 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 proce- dures and internal controls involved in their preparationpre- paration, can be relied upon to support the related withdrawals. Section 5.02. The Borrower shall take all measures required on its part to increase PNOC-EDC’s share capital, inter-company loans and other means for raising funds to enable PNOC-EDC to carry out its obligations pursuant to Sections 4.02, 4.03 and 4.04 of the PNOC-EDC Project Agreement. Section 5.03. The Borrower shall, or shall cause PNOC-EDC to, take all action which may be required on its part to ensure the timely conclusion of a soundly based agreement between PNOC-EDC and NPC for the supply of steam needed for the Project.

Financial Covenants. (a) The Borrower shall maintain or cause MOA and MOE to be maintained maintain, through their respective LOs, separate records and accounts adequate to reflect in accordance with sound accounting practices the their operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shallshall cause MOA and MOE: (i) to have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) to furnish to the Bank as soon as available, but in any case not later than six nine months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) to furnish to the Bank such other information concerning said records and accounts and the audit 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 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 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.

Financial Covenants. (a) The Borrower Borrower, through the PEA, shall maintain or cause PWA to be maintained maintain, in respect of the Project, records and accounts adequate to reflect reflect, in accordance with sound accounting practices practices, the operations, resources operations and expenditures in respect financial condition of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofPWA. (b) The Borrower shall: Borrower, through the PEA, shall cause PWA to: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; Administrator; (ii) furnish to the Bank Administrator, as soon as available, but in any case not later than six (6) months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Bank Administrator shall have reasonably requested; and and (iii) furnish to the Bank Administrator such other information concerning said records and records, accounts and the audit thereof as the Bank Administrator shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Credit Account were made on the basis of statements of expenditure, the Borrower shall: Borrower, through the PEA, shall cause PWA to: (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 Administrator has received the audit report for the fiscal year in which the last withdrawal disbursement from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; ; (iii) enable the BankAdministrator’s representatives to examine such records; and 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and accounts and the audit 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 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 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, the report of such audit by said 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 and accounts and 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 Loan Credit Account were made on the basis of Project Management Reports or 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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 Project Management Reports or 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. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association for the strengthening of the financial management system referred to in paragraph (a) of said Section 4.01 in order to enable the Borrower, not later than January 31, 2001, or such later date as the Association shall agree, to prepare quarterly Project Management Reports, acceptable to the Association, each of 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 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 period covered by said report, and (B) explains variances between the actual and previously forecast implementation targets; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Credit, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section including those and the records and accounts for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles standards acceptable to the Bank, 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, the (A) certified copies of its financial statements referred to in paragraph (a) above for such year as so audited, and (B) an opinion on such statements and a 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 such records and accounts accounts, and the audit thereof thereof, and concerning said auditors, as the Bank shall may 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 separate 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 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. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall prepare and furnish to the Bank semi-annual Financial Monitoring Reports, in form and substance satisfactory to the Bank, each of which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Loan during the period covered by said report and explains variances between the actual and planned uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned Project implementation; and (iii) sets forth the status of procurement under the Project, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such yearYear, 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 and accounts and the audit 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 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 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 yearFiscal 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 Borrower and the Bank shall otherwise agree, the Borrower shall establish, not later than January 1, 1997, and thereafter maintain, a system of regional tariffs, to be collected by the Water Authorities from customers in the respective geographic areas serviced by such Authorities, at levels sufficient to recover, in the case of each Water Authority, the Authority’s operating expenditures and the rent due the Borrower under the Authority’s Concession Agreement therewith. (b) For purposes of Section 4.02 (a):

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account Accounts and for the 90-Day Advance 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 no later than six four months after the end of each such year, the report of such audit by said 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 and accounts and 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 Loan Credit 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association for the strengthening of its financial management system for the Project in order to enable the Borrower, no later than eighteen (18) months after the Effective Date, or such later date as the Association shall agree, to prepare quarterly Project Management Reports, acceptable to the Association, each of 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 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 period covered by said report, and (B) explains variances between the actual and previously forecast implementation targets; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Credit, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower shall cause SIF to maintain or cause to be maintained records and separate accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of SIF and the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofeach Approved Subproject. (b) The Borrower shallshall cause SIF to: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 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 such records, accounts and accounts financial statements and the audit 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 shallshall cause SIF to: (i) maintain or cause to be maintainedmaintain, 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 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. Without limitation to the provisions of Section 4.01 of this Agreement, the Borrower shall cause SIF, under the Subsidiary Agreement: (i) to cause an adequate sample of Approved Subprojects, selected in accordance with criteria satisfactory to the Bank, to be audited by independent auditors acceptable to the Bank, every quarter during the execution of the Project, each such audit to be carried out under terms of reference satisfactory to the Bank and to include a financial review of expenditures incurred under the selected Approved Subprojects and a field inspection of the physical activities under the Subprojects in question; and (ii) to furnish to the Borrower and the Bank, as soon as available, but in any case not later than two months after the end of each such quarter, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Bank and the Borrower shall have reasonably requested.

Financial Covenants. (a) The Borrower TELKOM shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operationsits operations and financial condition, resources including separate accounts for Parts B and expenditures in respect C of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower TELKOM shall: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 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 and records, 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 TELKOM 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 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. Except as the Bank shall otherwise agree, TELKOM shall not incur any debt unless a reasonable forecast of the revenues and expenditures of TELKOM shows that the projected net revenues of TELKOM for each fiscal year during the term of the debt to be incurred shall be at least 1.5 times the projected debt service requirement of TELKOM in such year on all debt of TELKOM including the debt to be incurred. For the purposes of this Section:

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit 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 accord- ance with paragraph (a) of this Section, records re- cords 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, invoicesin- voices, 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- cluded in the annual audit referred to in paragraph 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Part C of the Project of the departments or and agencies of the Borrower responsible for carrying out Part C of the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, 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 and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from Section 4.02. Except as the Loan Account were made on Borrower and the basis of statements of expenditureBank shall otherwise agree, 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 review annually with the Bank has received the audit report and PLN, PLN’s proposed investment plan for the next five fiscal year in which years, including the last withdrawal priorities assigned to the investments included under such plans and the balance between the generation, transmission and distribution of electric power likely to result 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 recordsinvestments; and (ivb) review annually with the Bank and PLN, PLN’s development plan and associated financial forecasts and financing plan provided for in Section 4.04 of the Project Agreement, and take appropriate measures to facilitate the access of PLN to possible sources of finance required for the implementation of such plans. Section 4.03. The Borrower shall take all such actions as shall be necessary to ensure that such records transfer of profits from PLN to the Overall Development Fund (Xxxx Pembangunan Semesta) shall not prevent PLN from implementing its annual investment plans referred to in Section 4.02 (b) of this Agreement. Section 5.01. Pursuant to Section 6.02 (l) of the General Conditions, the following additional events are specified: (a) PLN shall have failed to perform any of its obligations under the Project Agreement. (b) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that PLN will be able to perform its obligations under the Project Agreement. (c) Any of the Governing Laws shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and accounts are included in adversely the annual audit ability of PLN to perform any of its obligations under the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of PLN or for the suspension of its operations. (e) PLN shall have become unable to pay its debts as they mature or any action or proceeding shall have been taken by PLN or by others whereby any of the property of PLN shall or may be distributed among its creditors. (f) Any of the financial arrangements, referred to in paragraph (bB) of the Preamble to this Section and Agreement, shall have failed to become effective by March 31, 1994, or such later date as may be agreed by the Bank; provided, however, that the report provisions of such audit contains a separate opinion by said auditors as this paragraph shall not apply if the Borrower establishes to whether the statements satisfaction of expenditure submitted during such fiscal year, together the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the procedures and internal controls involved in their preparation, can be relied upon to support obligations of the related withdrawalsBorrower under this Agreement.

Financial Covenants. (a) The Borrower Borrower, through PCM, shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, operations resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower Borrower, through PCM, shall: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account Account, for each fiscal year audited, in accordance with appropriate auditing principles standards acceptable to the Bank, 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 months after the end of each such year: (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited; and (B) an opinion on such statements, the records and accounts and report of such audit audit, by said auditors, of such scope and in such detail as the Bank shall have reasonably requested, including as part of the information to be provided in each such report a management letter concerning internal controls; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit 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 FMRs or statements of expenditure, the Borrower Borrower, through PCM, shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate 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 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 FMRs or 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) Without limitation upon the Borrower’s progress reporting obligations set out in Section 3.09 of this Agreement, the Borrower, though PCM, shall prepare and furnish to the Bank a financial monitoring report, in form and substance satisfactory to the Bank, which: (i) sets forth sources and uses of funds for the Project, both cumulatively and for the period covered by said report, showing separately funds provided under the Loan, and explains variances between the actual and planned uses of such funds; (ii) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and explains variances between the actual and planned Project implementation; and (iii) sets forth the status of procurement under the Project, as at the end of the period covered by said report. (b) The first FMR shall be furnished to the Bank not later than forty-five

Financial Covenants. (a) The Borrower BJSC shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower BJSC shall: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 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 Association shall have reasonably requested; and (iii) furnish to the Bank Association such other information concerning said records and records, accounts and financial statements as well as the audit thereof thereof, as the Bank Association shall from time to time reasonably request. (c) For BJSC shall revalue its assets regularly in accordance with international accounting standards and in compliance with the Depreciation Legislation. Section 4.02. BJSC shall take all expenditures measures within its power to ensure that the average collection period for payments for coal delivered shall be progressively reduced from its current level of 200 days to 30 days in accordance with respect a plan and timetable acceptable to which withdrawals from the Loan Account were made Association. (a) Except as the Association shall otherwise agree, BJSC shall produce for each of its fiscal years after its fiscal year ending on December 31, 2000, total revenues equivalent to not less than the basis sum of statements of expenditure, the Borrower shallits: (i) maintain or cause total operating expenses; and (ii) interest and other charges on debt. (b) Before April 30 in each of its fiscal years, BJSC shall, on the basis of forecasts prepared by BJSC and satisfactory to be maintainedthe Association, review whether it would meet the requirements set forth in accordance with paragraph (a) in respect of such year and the next following fiscal year and shall furnish to the Association the results of such review upon its completion. (c) If any such review shows that BJSC would not meet the require- ments set forth in paragraph (a) for BJSC’s fiscal years covered by such review, BJSC shall promptly take all necessary measures (including, without limitation, adjustments of the structure or levels of its prices) in order to meet such requirements. (d) Except as the Association shall otherwise agree, BJSC shall not incur any debt, unless the net revenues of BJSC for the fiscal year immediately preceding the date of such incurrence or for a later twelve- month period ended prior to the date of such incurrence, whichever is the greater, shall be at least 1.6 times the estimated maximum debt service requirements of BJSC for any succeeding fiscal year on all debt of BJSC, including the debt to be incurred. (e) Except as the Association shall otherwise agree, BJSC shall not incur any debt, if after the incurrence of such debt the ratio of debt to equity shall be greater than 70 to 30. (f) For purposes of this Section, records Section 4.03: (i) The term "total revenues" means the sum of total operating revenues and accounts reflecting such expenditures;net non-operating income. (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal The term "total operating revenues" means revenues 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;sources related to operations. (iii) enable The term "net non-operating income" means the Bank’s representatives difference between: (A) revenues from all sources other than those related to examine such recordsoperations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (i) above. (iv) ensure that such records The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and accounts are included payments in lieu of taxes, and provision for depreciation on a straight-line basis at a rate acceptable to the annual audit referred to Association, but excluding interest and other charges on debt. (v) The average current gross value of BJSC’s fixed assets in paragraph (b) operation shall be calculated as one half of this Section the sum of the gross value of BJSC’s fixed assets in operation at the beginning and that at the report end of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the procedures Association. (vi) The term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, if any) of, and internal controls involved in their preparationinterest and other charges on, can be relied upon to support the related withdrawalsdebt.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have the records its records, accounts and accounts referred to in paragraph financial statements (abalance sheets, statements of income and expenses and related statements) of this Section including those for the 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 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one (1) year after the Bank has received the audit report for the fiscal year 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 yearFiscal 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, the Borrower shall earn, for each of its Fiscal Years after its Fiscal Year ending on December 31, 1992, an annual return of not less than eight percent (8%) of the average current net value of the Borrower’s fixed assets in operation. (b) Before December 1 in each of its Fiscal Years, 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) in respect of such year and the next following Fiscal Year, and shall furnish to the Bank a copy 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) for the Borrower’s Fiscal Years covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, adjustments of the structure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) The annual return shall be calculated by dividing the Borrower’s net operating income for the Fiscal Year in question by one half (1/2) of the sum of the current net value of the Borrower’s fixed assets in operation at the beginning and at the end of that Fiscal Year. (ii) The term "net operating income" means total operating revenues less total operating expenses. (iii) The term "total operating revenues" means revenues from all sources related to operations. (iv) The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and provision for depreciation in a manner consistent with generally accepted accounting principles. (v) The average current gross value of the Borrower’s fixed assets in operation shall be calculated as one half (1/2) of the sum of the gross value of the Borrower’s fixed assets in operation at the beginning and at the end of the Fiscal Year, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Bank. (vi) The term "current net value of the Borrower’s fixed assets in operation" means the gross value of the Borrower’s fixed assets in operation less the amount of accumulated depreciation, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Bank. (a) The Borrower shall; (i) not later than December 31, 1993, based on a methodology and calculations acceptable to the Bank, complete and incorporate into its accounting and auditing system a current valuation of all its fixed assets in operation; and (ii) each Fiscal Year thereafter duly revalue such fixed assets in operation in a timely manner, and based on a methodology and procedures acceptable to the Bank. (b) For the purposes of this Section, the term "fixed assets in operation" means all tangible assets, including, but without limitation, land, buildings, plant and equipment, held for the production of goods or services, or for administrative purposes. (a) Except as the Bank shall otherwise agree, the Borrower shall not incur any debt unless a reasonable forecast of the revenues and expenditures of the Borrower shows that the estimated net revenues of the Borrower for each Fiscal Year during the term of the debt to be incurred shall be at least one and one- third (1.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such yearYear, 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 and accounts and the audit 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 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 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition, including separate accounts for the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, or cause the State, Rio and the Municipalities to 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, certified copies of 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.

Financial Covenants. (a) The Borrower Banxico shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices FOVI’s operations and financial condition, including separate records and accounts reflecting the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower Banxico shall: (i) have the records and accounts referred to in paragraph (a) above, including the Project Account, and financial statements of this Section including those for the Special Account FOVI (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 Bankand qualified auditors; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, : (A) a certified copy of such 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 and accounts and financial statements as well as the audit thereof and said records, as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from f rom the Loan Account were made on the basis of statements of expenditure, the Borrower Banxico shall: (i) maintain or cause to be maintainedmaintain, in accordance with paragraph 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 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit 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 or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents, or customs certificates, as appropriate) 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.

Financial Covenants. (a) The Borrower Central Bank shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the operations, resources and expenditures in respect of the Project and its Department of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofCredit and Development. (b) The Borrower Central Bank shall: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account 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, available but in any case not later than six 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, 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 and records, accounts and financial statements as well 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 Loan Credit Account were made on the basis of statements of expenditure, the Borrower Central Bank shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and accounts and the audit 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 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 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. (a) The Borrower shall cause each PFI to maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) The Borrower shall cause each PFI to: (i) have its 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 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 such records, accounts and financial statements and the audit thereof as the Bank shall from time to time reasonably request.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors audi- tors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, 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 and accounts and the audit 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 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 Bankle 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.

Financial Covenants. (a) The For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall shall: (i) maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices practices, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures be retained until at least one year after the operations, resources and expenditures Association has received the audit report for the fiscal year in respect of which the Project of last withdrawal from the departments or agencies of Credit Account was made; and (iii) enable the Borrower responsible for carrying out the Project or any part thereofAssociation’s representatives to examine such records. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) (i) of this Section including and those for the Special Account audited 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 months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit 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 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 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 Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. following additional events are specified: (a) Uttar Pradesh shall have failed to perform any of its obligations under the Project Agreement. (b) 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 Uttar Pradesh will be able to perform its obligations under the Project Agreement. Section 5.02. Pursuant to Section 7.01 (d) of the General Conditions, the following additional event is specified, namely, that any event specified in Section

Financial Covenants. (a) The Borrower GUC shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower GUC shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements), the records Project Account and accounts referred to in paragraph (a) of this Section including those for the 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 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 Association shall have reasonably requested; and (iii) furnish to the Bank Association such other information concerning said records and accounts and financial statements as well as the audit thereof and said records, as the Bank Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Credit Account were made on the basis of statements of expenditure, the Borrower GUC shall: (i) maintain or cause to be maintainedmaintain, in accordance with paragraph (a) of this Section, separate records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;; and (iii) enable the BankAssociation’s representatives to examine such records; and; (iv) ensure that such records and separate accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report thereof contains, in respect of such audit contains separate accounts, a separate opinion by said auditors as to whether the statements proceeds of expenditure submitted during the Credit withdrawn in respect of such expenditures were used for the purposes for which they were provided. (a) Except as the Association shall otherwise agree, GUC shall produce for its fiscal year 1988 total revenues equivalent to not less than the sum of its total cash operating expenses. (b) Before March 31 prior to each of the said fiscal year, together GUC shall, on the basis of forecasts prepared by GUC 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 the results of such review upon its completion. (c) If any such review shows that GUC would not meet the requirements set forth in paragraph (a) for GUC’s fiscal years covered by such review, GUC shall promptly take all necessary measures (including adjustments of the structure or levels of its rates) in order to meet such requirements. (d) For purposes of this Section: (i) the term "total revenues" means the sum of total operating revenues and net non-operating income; (ii) the term "total operating revenues" means revenues from all sources related to operations; (iii) the term "net non-operating income" means the difference between: (A) revenues from all sources not related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above; and (iv) the term "total cash operating expenses" means all expenses related to operations, including administration, adequate maintenance and taxes and payments in lieu of taxes but excluding provision for depreciation and interest and other charges on debt. (a) Except as the Association shall otherwise agree, GUC shall earn: (i) for each of its fiscal years 1989 and 1990 a positive annual rate of return with respect to its water supply and electricity operations on the procedures average current net value of GUC’s fixed assets in operation; (ii) for each of its fiscal years 1991 and internal controls involved 1992 an annual rate of return of not less than 2% (with respect to its water supply operations) and 6% (with respect to its electricity operations) of the average current net value of GUC’s fixed assets in their preparationoperation; and (iii) for each of its fiscal years after its fiscal year ending on June 30, can 1992, an annual rate of return of not less than 3% (with respect to its water supply operations) and 8% (with respect to its electricity operations) of the average current net value of GUC’s fixed assets in operation. (b) Before March 31 prior to each of the said fiscal years, GUC shall, on the basis of forecasts prepared by GUC 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 the results of such review upon its completion. (c) If any such review shows that GUC would not meet the requirements set forth in paragraph (a) for GUC’s fiscal years covered by such review, GUC shall promptly take all necessary measures (including adjustments of the structure or levels of its rates) in order to meet such requirements. (d) For purposes of this Section: (i) the annual rate of return shall be relied upon calculated by dividing GUC’s net operating income for the fiscal year in question with respect to support its water supply operations or, as the case may be, its electricity operations by one-half of the sum of the current net value of GUC’s fixed assets in operation at the beginning and at the end of that fiscal year; (ii) the term "net operating income" means total operating revenues less total operating expenses; (iii) the term "total operating revenues" means revenues from all sources related withdrawalsto operations; (iv) the term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and provision for depreciation on a straight-line basis at a rate of not less than 3.2% per annum with respect to its water supply assets and 5.4% per annum with respect to its electricity supply assets of the average current gross value of GUC’s fixed assets in operation, or on other basis acceptable to the Association, but excluding interest and other charges on debt; (v) the average current gross value of GUC’s fixed assets in operation shall be calculated as one-half of the sum of the gross value of GUC’s fixed assets in operation with respect to its water supply operations or, as the case may be, with respect to its electricity operations at the beginning and at the end of the fiscal year, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Association; (vi) the term "current net value of GUC’s fixed assets in operation" means the gross value of GUC’s fixed assets in operation with respect to either its water supply operations or, as the case may be, its electricity operations (but not both operations) less the amount of accumulated depreciation, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Association. Section 4.04. Subject to Sections 4.02 and 4.03 of this Agreement, GUC shall limit its sewerage charges to levels that will yield revenues adequate to cover GUC’s cash expenses for the operation and maintenance of its sewerage schemes and debt service and no higher.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 four (4) months after the end of each such year, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of NHF, including without limitation to the Project of foregoing, separate accounts reflecting all expenditures for the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, 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 and accounts and the audit 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 expenditureexpenditures, 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 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 expenditures furnished during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

Financial Covenants. (a) The Borrower KT shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project Parts A and B of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower KT shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (c) KT shall: (i) furnish to the Association as soon as available, but in any case not later than six months after the end of each fiscal year its unaudited financial statements for the years 1995 and 1996; (ii) have the records and accounts referred to in paragraph paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the BankAssociation; (iiiii) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) for its fiscal year starting on January 1, 1997 and each subsequent fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (iv) furnish to the Bank Association as soon as available, but in any case not later than six 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 Association shall have reasonably requested; and (iiiv) furnish to the Bank Association such other information concerning said records and records, accounts and financial statements as well as the audit thereof thereof, as the Bank Association shall from time to time reasonably request. (ca) For all Except as the Association shall otherwise agree, KT shall produce, for each of its fiscal years, funds from internal sources equivalent to not less than 100% of KT’s local cost requirement for its annual capital expenditures with respect to which withdrawals from the Loan Account were made after meeting its debt service requirements. (b) Before September 30 in each of its fiscal years, KT shall, on the basis of statements forecasts prepared by KT and satisfactory to the Association, review whether it would meet the requirements set forth in paragraph (a) in respect of expendituresuch year and shall furnish to the Association a copy of such review upon its completion. (c) If any such review shows that KT would not meet the requirements set forth in paragraph (a) for KT’s fiscal years covered by such review, KT shall promptly take all necessary measures (including, without limitation, adjustments of the Borrower shallstructure or levels of its rates) in order to meet such requirements. (d) For the purposes of this Section: (i) maintain or cause The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to be maintainedoperations, consumer deposits and consumer contributions in accordance with paragraph aid of construction, net non- operating income and any reduction in working capital other than cash; and (aB) the sum of this Sectionall expenses related to operations, records including administration, adequate maintenance and accounts reflecting such taxes and payments in lieu of taxes (excluding provision for depreciation and other non-cash operating charges), debt service requirements, all cash dividends and other cash distributions of surplus, increase in working capital other than cash and other cash outflows other than capital expenditures;. (ii) retainThe term "net non-operating income" means the difference between: (A) revenues from all sources other than those related to operations; and (B) non-operating expenses, until at least one year after including taxes and payments in lieu of taxes, incurred in the Bank has received generation of revenues in (A) above, interest on debt, and any other transfer to the audit report for the fiscal year in which the last withdrawal from the Loan Account Borrower or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;its entities. (iii) enable The term "working capital other than cash" means the Bank’s representatives to examine such records; anddifference between current assets excluding cash and current liabilities at the end of each fiscal year. (iv) ensure that such records and accounts are included The term "current assets excluding cash" means all assets other than cash which could in the annual audit referred ordinary course of business be converted into cash within twelve months, including accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to in paragraph (b) of this Section and that operating expenses within the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such next fiscal year. (v) The 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, together with including accounts payable, customer advances, debt service requirements, taxes and payments in lieu of taxes, and dividends. (vi) The term "debt service requirements" means the procedures aggregate amount of repayments (including sinking fund payments, if any) of, and internal controls involved in their preparationinterest and other charges on, can be relied upon to support the related withdrawalsdebt.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and accounts and the audit 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 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.

Financial Covenants. (a) The Borrower ABC shall maintain maintain, or cause to be maintained maintained, procedures, records and accounts adequate to reflect reflect, in accordance with consistently maintained, sound accounting practices practices: (1) the operations, resources and expenditures in respect of the Project Project; and (2) the operations and financial condition of the departments or agencies of the Borrower responsible for carrying out ABC and ABC’s provincial and county branches in the Project or any part thereofProvinces. (b) The Borrower ABC shall: (i) have cause the records and accounts referred to in paragraph (a) above and the records, accounts and financial statements (balance sheets, statements of this Section including those for income and expenses and related statements) of ABC’s provincial branches in the Special Account Project Provinces for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association and the Bank; (ii) furnish to the Bank Association and the Bank, as soon as available, available but in any case not later than six months after the end of each such year, : (A) certified copies of the accounts and the financial statements for such year as so audited; (B) the report of such audit by said auditors, of such scope and in such detail as the Association or the Bank shall have reasonably requested; and (C) the financial statements (balance sheets, statements of income and expenses) of ABC’s provincial and county branches in the Project Provinces and ABC’s total operations for such year; and (iii) furnish to the Association and the Bank such other information concerning said records and records, accounts and financial statements, as well as the audit thereof thereof, as the Association or the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account or Loan Account were made on the basis of statements of expenditure, the Borrower ABC shall: (i) maintain or cause to be maintainedmaintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association and the Bank has have received the audit report for the fiscal year in which the last withdrawal disbursement from the Loan Credit Account or payment out of the Special Loan Account was made, whichever is later, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable representatives of the Bank’s representatives Association and the Bank 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. ABC shall take such steps satisfactory to the Association and the Bank as shall be necessary to protect itself against risk of loss resulting from changes in the rates of exchange between the various currencies (including Renminbi) used in its operations.

Financial Covenants. (a) The Borrower shall maintain or cause procedures and records adequate to monitor and record the progress of Part A of the Project and of each Sub-project (including its cost and the benefits to be maintained records derived from it) and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the operations, resources operations and expenditures in respect financial condition of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofBorrower. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including those for Special Account A, and the records and accounts for the separate accounts referred to in paragraph (a) Section 4.02 of this Section including those for the Special Account Agreement, 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 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 and records, 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 maintainedmaintain, 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 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. Except as the Bank shall otherwise agree, the Borrower shall, in respect of payments and repayments to the Borrower under Subsidiary Financing Agreements, open and thereafter maintain a separate account on its books in accordance with the provisions of Section 4.01 (a) of this Agreement for each currency so paid and repaid, to which it shall credit each repayment of principal and payment of interest and other charges under any Subsidiary Financing Agreement upon receipt thereof. The Borrower shall utilize all amounts so credited, to the extent they are not yet required to meet the Borrower’s payment obligations to the Bank under this Agreement, exclusively to finance, through the Participating Banks, specific development projects similar to the Sub-projects. Section 4.03. The Borrower shall take such steps satisfactory to the Bank as shall be necessary to protect itself against exchange rate and interest rate risks arising from its operations under the Project.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, 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 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 5.02. The Borrower shall not undertake any investment in excess of the equivalent of two hundred thousand dollars ($200,000) without the concurrence of the Bank. Section 5.03. The Borrower shall: (a) establish prices for its services which would allow the Borrower, under conditions of efficient operation at reasonable levels of capacity utilization to cover: (i) the operating costs of the Borrower; (ii) the charges of the Private Operator for recurrent costs arising from operating the systems and providing the services (personnel, energy, general maintenance, chemicals and other consumables); (iii) the costs of the Sirket attributable to the services provided to the Borrower; (iv) reasonable contributions by the Borrower to its future investment program; and (v) service payments on any indebtedness of the Borrower; and (b) adjust said prices each calendar quarter to reflect changes in the Consumer Price Index of the Guarantor or other indicator acceptable to the Bank during the previous calendar quarter.

Financial Covenants. (a) The Borrower shall establish and maintain or cause to be maintained a financial management system ((i) for itself; (ii) as trustee of the FONDEN Trust; and (iii) on behalf of State Executing Agencies through its role as trustee of the State Trusts), including records and accounts accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures for and in respect connection with the carrying out of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph (a) of this Section (including those for the Special Account Account) for each fiscal year audited, in accordance with appropriate generally accepted auditing principles standards and procedures consistently applied, by independent auditors acceptable to the Bankand qualified auditors; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited, and (B) an opinion on such financial statements, records and accounts and a report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requestedrequested (including, as part of the information to be provided in each such report, a management letter concerning the Borrower’s internal controls); and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures under the Project with respect to which withdrawals from the Loan Account were made on the basis of Project Management Reports or statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate 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 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 or Project Management Reports 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. (i) Without limitation upon the provisions of Section 4.01 (a), (b) and (c) of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Bank for the strengthening of the financial management system referred to in paragraph (a) of this Section in order to enable the Borrower, not later than October 31, 2001, or such later date as the Bank shall agree, to prepare quarterly Project management reports for the Project, acceptable to the Bank, each of which: (A) (I) 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 (II) shows separately expenditures financed out of the proceeds of the Loan during the period covered by said report and expenditures proposed to be financed out of the proceeds of the Loan during the six-month period following the period covered by said report; (B) (I) describes physical progress in implementation of the Project, both cumulatively and for the period covered by said report; and (II) explains variances between the actual and previously forecast implementation targets for Parts A.1 and A.2 of the Project; and (C) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Loan, as at the end of the period covered by said report. (ii) Upon the completion of the action plan referred to in paragraph (d) (i) of this Section, the Borrower shall prepare, in accordance with guidelines acceptable to the Bank, and furnish to the Bank not later than 45 days after the end of each calendar quarter a Project Management Report for such period for the Project. (e) As part of the audits referred to in paragraph (b) of this Section, the Borrower shall have compliance with the terms of Schedule 1 to the Guarantee Agreement audited with respect to Parts A.1 and A.2 of the Project, and have the results of such audit presented to the Bank as part of the audit reports referred to in paragraph (b) (ii) (B) of this Section.

Financial Covenants. (a) The Borrower Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower Recipient responsible for carrying out the Project or any part thereof. (b) The Borrower Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan GEF Trust Fund Grant Account were made on the basis of statements of expenditure, the Borrower Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph 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 GEF Trust Fund Grant 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.

Financial Covenants. (a) The Borrower Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower Recipient responsible for carrying out the Project or any part thereof. (b) The Borrower Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 five (5) months after the end of each such year, 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 and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan GEF Trust Fund Grant Account were made on the basis of statements of expenditure, the Borrower Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, 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 GEF Trust Fund Grant 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition and to register separately the operations, resources and expenditures in respect of related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statement of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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 four months after the end of each such year, : (A) certified copies of the report financial statements referred to in paragraph (a) above for such year as so audited; and (B) reports of such audit audits 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit 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.

Financial Covenants. (a) The Borrower shall maintain or cause MR to be maintained maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures of the Project Sub-units in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shallshall cause MR to: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account Account, and MR income statement of its consolidated accounts, 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 months after the end of each such year, : (A) the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; , and (B) certified copies of MR unaudited financial statements (balance sheets and sources and application of funds), and (iii) furnish to the Bank such other information concerning said records and accounts and the audit 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 shallshall cause MR to: (i) maintain or cause to be maintainedmaintain, 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 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. (a) Except as the Bank shall otherwise agree, the Borrower shall cause MR to maintain, for each of its fiscal years after its fiscal year ending on December 31, 1990, a ratio of total operating expenses to total operating revenues not higher than 82%. (b) Before December 31 in each of its fiscal years, MR shall, on the basis of forecasts prepared by MR and satisfactory to the Bank, ascertain 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 Bank the results of such review upon its completion. (c) If any review shows that MR would not meet the requirements set forth in paragraph (a) for MR’s fiscal years covered by such review, MR shall promptly take all necessary measures (including, but not limited to, adjustments of the structure or levels of its tariffs) in order to meet such requirements. (d) For the purposes of this Section: (i) The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and provision for depreciation on a straight-line basis on the annual gross value of MR’s fixed assets in operation, or other basis acceptable to the Bank, excluding interest and other charges on debt. (ii) The term "total operating revenues" means revenues from all sources related to operations, net of business tax. (a) Except as the Bank shall otherwise agree, the Borrower shall cause MR, from time to time to take, or cause to be taken, all such measures (including, but not limited to, adjustments of the structure or levels of its tariffs as determined by the Borrower) as shall be required to produce each year total revenues, after business tax, to cover total expenses, financial obligations and a contribution of 20% or more of the total annual capital expenditures for 1991-1993, and 25% or more thereafter. (b) For purposes of this Section: (i) The term "total revenues" means the sum of revenues from all sources related to operations including MR’s subsidiaries and factories, and net of business tax. (ii) The term "total expenses" means the sum of all expenses relating to operations, including maintenance, administration, and depreciation.

Financial Covenants. (a) The Borrower COFIDE shall maintain or maintain, and shall cause to be maintained by the CFIs with respect to Sub-Subloans, procedures, records and separate accounts adequate to monitor and record the progress of Part A of the Project and of each Selected Irrigation Project and to reflect in accordance with consistently maintained sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower COFIDE shall: (i) have the its records and accounts referred to in para- graph (a) of this Section and its financial state- ments (balance sheets, statements of income and expenses and related statements), and cause the records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) of the CFIs referred to in paragraph (a) of this Section including those for the Special Account 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 months after the end of each such year, : (A) certified copies of its financial statements and of those of the CFIs for such year as so audited; and (B) the report of such audit audits 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 and records, accounts and financial statements as well as the audit thereof audits 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 expenditureexpenditures, or for all expenditures with respect to which withdrawals were made from the Special Account, COFIDE shall provide to the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, all records and accounts reflecting such expenditures; (ii) retain, until at least one year after necessary to allow the Bank has received the audit report for the fiscal year in which the last withdrawal from Borrower to perform its obligations punctually under Article IV of 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 withdrawalsAgreement.

Financial Covenants. (a) The Borrower Grantee shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower Grantee responsible for carrying out the Project or any part thereof. (b) The Borrower Grantee shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, applied by independent auditors acceptable to the BankAdministrator; (ii) furnish to the Bank Administrator as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Bank Administrator shall have reasonably requested; and (iii) furnish to the Bank Administrator such other information concerning said records and records, accounts and the audit thereof as the Bank Administrator shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Trust Account were made on the basis of statements of expenditure, the Borrower Grantee shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Administrator has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Trust Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAdministrator’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.

Financial Covenants. (a) The Borrower shall maintain shall: (i) maintain, or cause to be maintained maintained, records and separate accounts adequate to reflect reflect, in accordance with sound accounting practices practices, the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project Project, or any part thereof; and (ii) register separately the operations, resources and expenditures related to the Project. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account Account, 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) months after the end of each such year, year the report of such audit by said 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 and accounts and the audit thereof as the Bank Association shall from time to time reasonably request. (ca) For all expenditures with respect to which withdrawals from the Loan Credit Account were made on the basis of statements of expenditureexpenditures, the Borrower shall:: ˇ (i) maintain or cause to be maintainedmaintain, in accordance with paragraph (a) of this Sectionsound accounting practices, 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, ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expendituresexpenditures are retained until at least one (1) year after the Association has received the audit report for the Fiscal Year in which the last withdrawal from the Credit Account was made; (iii) enable the BankAssociation’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 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph par&graph (a) of this Section including those for the 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 rot later than six months after the end of each such year, 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 and accounts and the audit 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 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) and 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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 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, 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, 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 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. (a) The Borrower shall, subject to the provisions of paragraph (b) of this Section and to the priorities existing on charges created to the date of this Agreement, create in favor of the Bank an equitable mortgage/charge in such form as the Bank may reasonably require to constitute by way of security for the Loan: (i) a first specific charge upon all of its immovable assets together with all rights and interests appertaining to or necessary for said assets to which the Borrower is now or may hereafter become beneficially entitled, such mortgage to rank in point of security equally and ratably with mortgages/charges upon the said assets in respect of Existing Liens but prior to any other lien upon the assets of the Borrower, now existing or hereafter created; (ii) an assignment by way of mortgage of the Licenses, together with any extensions, amendments or renewals thereof such assignment to rank in point of security equally and ratably with the mortgages/charges upon the Licenses in respect of the Existing Liens but prior to any other lien upon the Licenses now existing or herein-after created; and (iii) a first specific charge upon all movable assets of the Borrower, now existing or subsequently added thereto, together with all rights and interests appertaining to or necessary for said assets to which the Borrower is now or may hereafter become beneficially entitled such charge to rank in point of security equally and ratably with the Existing Liens upon the said assets but prior to any other liens upon such assets, now existing or hereafter created. (b) Pursuant to the provisions of Section 9.03 (b) of the General Conditions, it is agreed that the Borrower may: (i) (A) create liens, ranking in point of security equally and ratably with the assignment of the Licenses under sub-section (a) (ii) of this Section and the first specific charge referred to in sub-section (a) (i) of this Section, upon all the assets mentioned in said sub- section together with all rights and interests appertaining to or necessary for said assets to which the Borrower is now or may hereafter become beneficially entitled; and

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained separate records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and accounts and the audit 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 paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one (1) year after the Bank has received the audit report for the fiscal year 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, 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 and accounts and the audit 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 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. (a) The Borrower shall cause NCERD and VTC to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations of NCERD and VTC in respect of the Project or any part thereof. (b) The Borrower shall cause NCERD and VTC to: (i) have their respective records and accounts for the 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 months after the end of each such year, 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 such records and accounts and the audit 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 cause NCERD and VTC to: (i) maintain, 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources its operations and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereoffinancial condition. (b) The Borrower shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts referred to in paragraph (a) of this Section including those for the 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 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 and records, accounts and financial statements as well as the audit 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 maintainedmaintain, 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 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. (a) Except as the Bank shall otherwise agree, the Borrower shall produce, for each Fiscal Year after Fiscal Year 1993, funds from internal sources equivalent to not less than 30% of the annual average of the Borrower’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 September 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) in respect of such Fiscal Year and the next following Fiscal Year and shall furnish to the Bank a copy 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) for the Fiscal Year covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, recommendation for adjustments of the 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 contributions in aid of construction, net non-operating income and any reduction in working capital other than cash; and (B) the sum of all expenses related to operations, including administration, adequate maintenance and taxes and payments in lieu of taxes (excluding provision for depreciation and other non- cash operating charges), debt service requirements, all cash dividends and other cash distributions of surplus, increase in working capital other than cash and other cash outflows other than capital expenditures. (ii) The term "net non-operating income" means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (iii) The term "working capital other than cash" means the difference between current assets excluding cash and current liabilities at the end of each Fiscal Year. (iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business be converted into cash within twelve months, including accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next Fiscal Year. (v) The 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, including accounts payable, customer advances, taxes and payments in lieu of taxes, and dividends.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Parts X.0, X.0, X.0, X.0, X.0, X.0 and D of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account "STCC" and the Project 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 months after the end of each such year, a certified copy of the report of such audit by said 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 and records, accounts and 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 Loan Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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. (a) The Borrower shall cause AGETUR to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of AGETUR. (b) The Borrower shall cause AGETUR to: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts for the Special Account "AGETUR" 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 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 Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning such records, accounts, financial statements and the audit thereof as the 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 expenditure, the Borrower shall cause AGETUR to: (i) maintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until one year after the Association has received the audit report for the fiscal year in which the last disbursement from the Credit Account 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 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, the report of such audit by said 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 and accounts and 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 Loan Credit Account were made on the basis of statements of expenditure, the Borrower Credit 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofthereof and the Borrower shall cause the Project Companies to maintain records and accounts adequate to reflect in accordance with sound accounting practices their operations and financial conditions. (b) The Borrower shallshall and shall cause the Project Companies to: (i) have the records and accounts referred to in paragraph (a) of this Section Section, including those for the Special Account 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 months after the end of each such year, : (A) certified copies of the Project Companies’ 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 and accounts and the audit 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 shallshall and shall cause the Project Companies to: (i) maintain or cause to be maintainedmaintain, 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 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. (a) Except as the Bank shall otherwise agree, the Borrower shall cause the Project Companies not to incur any debt unless the net revenues, in real terms, of the Project Companies for the fiscal year immediately preceding the date of such incurrence or for a later twelve- month period ended prior to the date of such incurrence, whichever is the greater, shall be at least two times the estimated maximum debt service requirements, in real terms, of the Project Companies for any succeeding fiscal year on all debt of the Project Companies, including the debt to be incurred. (b) For the purposes of this Section:

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts accounts, and prepare financial statements, in a format acceptable to the Association, adequate to reflect in accordance with sound accounting practices its operations and financial condition and to register separately the operations, resources and expenditures in respect of operations related to the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofProject. (b) The Borrower shall: (i) have the records records, accounts and accounts financial statements referred to in paragraph Paragraph (a) of this Section including those and the records and accounts for the 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, the and (B) an opinion on such statements, records and accounts and a report of such audit audit, by said 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 such records, accounts and accounts financial statements, and the audit thereof thereof, and concerning said auditors, as the Bank Association shall from time to time reasonably request. (ca) For all expenditures with respect Without limitation upon the Borrower’s progress reporting obligations set out in Schedule 4 to which withdrawals from the Loan Account were made on the basis of statements of expenditurethis Agreement, the Borrower shallshall prepare and furnish to the Association a Financial Monitoring Report in form and substance acceptable to the Association, which: (i) maintain or cause to be maintainedsets forth sources and uses of funds for the Project, in accordance with paragraph (a) both cumulatively and for the period covered by said report, showing separately funds provided under the Credit during the period covered by said report, and explains the variances between actual and planned uses of this Section, records and accounts reflecting such expendituresfunds; (ii) retaindescribes physical progress in Project implementation, until at least one year after the Bank has received the audit report both cumulatively and for the fiscal year in which period covered by said report, and explains variances between the last withdrawal from the Loan Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts actual and other documents) evidencing such expenditures;planned Project implementation; and (iii) enable sets forth the Bank’s representatives to examine such records; andstatus of procurement under the Project, as at the end of the period covered by said report. (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) The first Financial Monitoring Report shall be furnished to the Association not later than 45 days after the end of this Section the first calendar quarter, after the Effective Date, and that shall cover the report period from the incurrence of the first expenditure under the Project through the end of such audit contains a separate opinion by said auditors as first calendar quarter; thereafter each Financial Monitoring Report shall be furnished to whether the statements of expenditure submitted during Association not later than 45 days after each subsequent calendar quarter, and shall cover such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawalscalendar quarter.

Financial Covenants. (a) The Borrower shall shall: (i) maintain or cause to be maintained separate records and accounts adequate to reflect reflect, in accordance with sound accounting practices practices, the operations, resources and expenditures in respect of Parts A through C of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof; and (ii) under contractual arrangements, cause the State Veterinary Services to maintain separate records and accounts adequate to reflect, in accordance with sound accounting practices, the operations, resources and expenditures in respect of Part D of the Project. (b) The Borrower shall: (i) (A) have the records and accounts referred to in paragraph (a) (i) of this Section including those for the Special Account CESA and FESA Accounts for each fiscal year audited, and (B) cause the State Veterinary Services to have the records and accounts referred to in paragraph (a) (ii) of this Section audited; all in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish furnish, and cause the State Veterinary Services to furnish, to the Bank as soon as available, but in any case not later than six months after the end of each such year, 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 furnish, and cause the State Veterinary Services to furnish, to the Bank such other information concerning said records and accounts and the audit 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 and cause the State Veterinary Services to be maintainedmaintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, and cause the State Veterinary Services to 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 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 audits referred to in paragraph (b) of b)of this Section and that the report of such audit audits 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.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project Project, of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof, and of BI and the Participating Banks. (b) The Borrower shall, and shall cause BI and the Participating Banks to: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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, 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 and accounts and the audit 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 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 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 yearFiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. Except as the Bank shall otherwise agree, the Borrower shall not provide to any Dealer, whether directly or indirectly, in cash or in kind, any loan, subsidy, grant, credit enhancement or financing of any kind other than out of the proceeds of the Loan pursuant to this Agreement and the proceeds of the GEF Grant pursuant to the terms of the GEF Grant Agreement.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, the report of such audit by said 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 and accounts and 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 Loan Credit Account were made on the basis of statements of expenditureexpenditure or Project Management Reports, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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 or Project Management Reports 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. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association for the strengthening of its financial management system for the Project in order to enable the Borrower, not later than June 30, 2000, or such later date as the Association shall agree, to prepare quarterly Project Management Reports, acceptable to the Association, each of 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 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 period covered by said report; and (B) explains variances between the actual and previously forecast implementation targets; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Credit, as at the end of the period covered by said report.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereofthereof and, without prejudice to the foregoing, shall maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of DGHER, including separate accounts for its water operations and separate accounts for its electricity operations. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 months after the end of each such year, a certified copy of the report of such audit by said 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 and records, accounts and 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 Loan Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Credit 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 BankAssociation’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. The Borrower and the Association shall, from time to time, at the request of either party, but in any event by October 31 in each year, exchange views with regard to the Borrower’s water pricing policies for urban tariffs and for rural charges and its plans in respect of the overall development of the water sector. Section 4.03. The Borrower shall cause all charges for rural water supply to be set at levels sufficient to cover operation, maintenance and renewal costs. Section 4.04. The Borrower shall cause all revenues from its water supply sector to be deposited into separate accounts and shall ensure that payments from such accounts shall be made solely for expenses related to water supply services. Section 4.05. The Borrower shall ensure that the water accounts of communal water authorities shall be verified annually by controllers acceptable to the Borrower and the Association, and shall make the verification reports available to the Association for its review.

Financial Covenants. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures 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 Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the 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 nine months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank Association shall have reasonably requested; and; (iii) furnish to the Bank Association, as soon as available, but in any case not later than six months after the end of each such year, unaudited Project accounts and financial statements for each fiscal year certified as to their accuracy and authenticity by an independent auditor acceptable to the Association; and (iv) furnish to the Association such other information concerning said records and accounts and 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 Loan Credit 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 Association has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the BankAssociation’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.