Common use of Institutional and Other Arrangements Clause in Contracts

Institutional and Other Arrangements. A. Implementation Arrangements (a) For purposes of carrying out Parts I (a) and (d) of the Project, the Recipient shall, throughout the implementation of Parts I (a) and (d) of the Project, maintain all the institutional and other implementation arrangements set forth in the EFAP Agreement (as applicable to said Parts of the Project), including without limitation the obligation to operate and maintain a steering committee for the appraisal and assessment of eligible Student Enrollment Sub-projects, as further described in the EFAP Operational Manual. (i) The Recipient shall carry out Parts I (a) and (d) of the Project, through MENFP in accordance with the EFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the EFAP Operational Manual. (iii) In the event that any provision of the EFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of: (i) any Student Enrollment Subproject, the Recipient shall enter into an agreement (a “Student Enrollment Grant Agreement”) with the pertinent SMC, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent SMC to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; and (ii) any School Feeding Subproject, the Recipient shall enter into an agreement (a “School Feeding Grant Agreement”) with the pertinent Beneficiary CBO, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent Beneficiary CBO to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, all as further specified in the EFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each Student Enrollment Grant Agreement and each School Feeding Grant Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Student Enrollment Grant Agreement or any School Feeding Grant Agreement, or any provision thereof. (e) No later than six months after the Effective Date, or such later date acceptable to the World Bank, the Recipient shall hire and, thereafter maintain throughout the implementation of Part I (a) (i) of the Project, an independent firm with terms of reference, qualifications and experience satisfactory to the World Bank, for the purpose of assisting the Recipient in monitoring the implementation of said Part of the Project. (f) The Recipient shall ensure that the financial management advisor position at the MENFP Department of Administrative Affairs remains staffed throughout the implementation of Parts I (a) and (d) of the Project by a professional with terms of reference, qualifications and experience satisfactory to the World Bank. (a) For purposes of carrying out Part I (b) of the Project, the Recipient shall, throughout the implementation of Part I (b) of the Project, maintain all the institutional and other implementation arrangements set forth in the MTNFEFAP Agreement (as applicable to said Part of the Project), as further described in the MTNFEFAP Operational Manual. (i) The Recipient shall carry out Part I (b) of the Project, through MENFP, in accordance with the specifications set forth in the MTNFEFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the MTNFEFAP Operational Manual. (iii) In the event that any provision of the MTNFEFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any selected activity under the ATTP, the Recipient shall enter into an agreement (the “Participation and Performance Agreement” or “PPA”) with the relevant Beneficiary IFMs, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as, if Grant proceeds are transferred to Beneficiary IFMs, the obligation of the pertinent Beneficiary IFMs to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, as further specified in the MTNFEFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each PPA in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any PPA or any provision thereof. (a) For the purposes of carrying out Part I (c) of the Project, the Recipient shall, during the course of the implementation of Part I (c) of the Project, maintain all the institutional and other implementation arrangements set forth in the ESRP Agreement (as applicable to said part of the Project), as further described in the ESRP Operational Manual. (i) Without limitation to paragraph 3 (a) above, the Recipient shall cause FAES to carry out Part I (c) of the Project, in accordance with the specifications set forth in the ESRP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall cause FAES not to amend, abrogate, waive or fail to enforce any of the provisions of the ESRP Operational Manual. (iii) In the event that any provision of the ESRP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any activity under Part I (c) of the Project, the Recipient shall: (i) amend the ESRP Subsidiary Agreement (the Amended ESRP Subsidiary Agreement) pursuant to which the Recipient shall make the proceeds of the Grant to be allocated to Category (3) available to FAES to carry out Part I (c) of the Project, under terms and conditions acceptable to the World Bank; (ii) furnish to the World Bank an opinion satisfactory to the World Bank, of counsel acceptable to the World Bank, showing on behalf of the Recipient and of FAES, that the Amended ESRP Subsidiary Agreement has been duly executed and delivered on their respective behalf and is legally binding upon them in accordance with its terms; and (iii) adopt and disclose the ESMF and the RPF for the purpose of implementing the activities included in Part I (c) of the Project, in a manner satisfactory to the World Bank, and thereafter, disclose said documentation in a manner satisfactory to the World Bank. (i) The Recipient, shall exercise its rights and carry out its obligations under the Amended ESRP Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce the Amended ESRP Subsidiary Agreement or any provision thereof. (a) For the purpose of implementing Part II of the Project, the Recipient shall establish and thereafter maintain and operate, throughout the implementation of Part II of the Project, the institutional arrangement consisting of: A steering committee (the “Steering Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the monitoring of the Project’s activities and their coordination with other Recipient’s activities for the implementation of the SNA/EPT. A management committee (the “Management Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the provision of strategic guidance for Part II of the Project, including the definition of criteria for the eligibility of Innovative Investments and the approval of the annual work plans. A technical committee (the “Technical Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the appraisal and selection of proposals of Service Provider Sub-projects. (b) For purposes of carrying out Service Provider Subprojects under Part II of the Project, the Recipient shall enter into a separate agreement (the “Service Agreement”) with a Service Provider, under terms and conditions satisfactory to the World Bank, which shall include, inter alia: (A) the obligation of the Recipient to promptly provide the funds, facilities, services and other resources required by the Service Provider to implement its activities under Part II of the Project and ensure compliance with the Anti-Corruption Guidelines; and (B) the obligation of the Service Provider to: (i) carry out the activities under Part II of the Project with due diligence and efficiency in a manner satisfactory to the World Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; (ii) use the Grant funds in accordance with the terms and conditions of this Agreement, and in conformity with appropriate administrative, technical, financial, procurement, auditing, participatory and legal standards and practices; (iii) promptly provide the facilities, services, staff responsible for the implementation of Part II of the Project and other resources required for that purpose; (iv) furnish all information covering the implementation of the activities under Part II of the Project and the use of the proceeds of the Grant, as the Recipient and the World Bank shall reasonably request; (v) carry out procurement and enter into contracts, all in a manner consistent with the provisions of this Agreement (including, all procurement requirements) required for the implementation of Part II of the Project activities and the maintenance of all relevant procurement documentation; (vi) ensure compliance with financial management procedures detailed in Section II.B of Schedule 2 to this Agreement; and (vii) take all actions necessary to enable the Recipient to comply with its obligations under this Agreement. (c) The Recipient shall, and shall cause each Service Provider, to exercise its rights and carry out its obligations under each Service Agreement in such manner as to protect the interests of the Service Provider, the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines. Except as the World Bank shall otherwise agree, the Recipient shall not amend, terminate, assign, abrogate, waive or fail to enforce any of the Service Agreements or any provision thereof. In the event of any inconsistency between the provisions of a Service Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) For purposes of carrying out Part II of the Project, the Recipient shall prepare, adopt and maintain throughout Project implementation an operational manual (the “Operational Manual”) satisfactory in form and substance to the World Bank which shall consist of different schedules setting forth, respectively, rules, methods, guidelines, specific development plans, standard documents and procedures for the carrying out of Part II of the Project, including, inter alia, the following: the detailed description of: (A) activities to be carried out under Part II of the Project; and (B) institutional arrangements in respect thereof; the administrative, financial, accounting, auditing, procurement and disbursement procedures for the implementation of Part II of the Project including the relevant standard bidding documents; the identification of priority training activities financed under Part II of the Project; the plan for the monitoring, evaluation and supervision of Part II of the Project, including the updated performance indicators; the eligibility criteria and procedures for the selection of Service Provider Sub-projects; the terms of the Service Provider Subproject Agreements; and the institutional responsibilities and procedural arrangements for the selection, implementation, supervision and evaluation of the Service Provider Subprojects. (i) Without limitation to the provisions of Section 2.01 (c) of this Agreement, the Recipient shall cause each Service Provider to carry out the pertinent Service Provider Subproject in accordance with the provisions of the Operational Manual. (ii) Unless the Recipient and the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate or waive any of the provisions of the Operational Manual in a manner which, in the opinion of the World Bank, could have a material adverse impact on the implementation of Part II of the Project. (iii) In the event that any provision of the Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail.

Institutional and Other Arrangements. A. Implementation ArrangementsWithout limitation upon the provisions of Section 2.02 above: (a) For purposes of carrying out Parts I (a) and (d) of the Project, the The Recipient shall, throughout the implementation of Parts I (a) Refinancing Date, cause WAHO to maintain the Regional-PIU with structure and (d) of the Project, maintain all the institutional and other implementation arrangements set forth in the EFAP Agreement (as applicable to said Parts of the Project), including without limitation the obligation to operate and maintain a steering committee for the appraisal and assessment of eligible Student Enrollment Sub-projects, as further described in the EFAP Operational Manual. (i) The Recipient shall carry out Parts I (a) and (d) of the Project, through MENFP in accordance with the EFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the EFAP Operational Manual. (iii) In the event that any provision of the EFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of: (i) any Student Enrollment Subproject, the Recipient shall enter into an agreement (a “Student Enrollment Grant Agreement”) with the pertinent SMC, under terms and conditions functions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance and with the Anticorruption Guidelines, as well as the obligation of the pertinent SMC to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; competent staff in adequate numbers and (ii) any School Feeding Subproject, the Recipient shall enter into an agreement (a “School Feeding Grant Agreement”) with the pertinent Beneficiary CBO, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent Beneficiary CBO to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, all as further specified in the EFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each Student Enrollment Grant Agreement and each School Feeding Grant Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Student Enrollment Grant Agreement or any School Feeding Grant Agreement, or any provision thereof. (e) No later than six months after the Effective Date, or such later date acceptable to the World Bank, the Recipient shall hire and, thereafter maintain throughout the implementation of Part I (a) (i) of the Project, an independent firm with terms of reference, qualifications and experience satisfactory to the World Bank, to be responsible for the purpose of assisting the Recipient in monitoring the implementation of said Part of the Project. (f) The Recipient shall ensure that the financial overall day-to-day management advisor position at the MENFP Department of Administrative Affairs remains staffed throughout the implementation of Parts I (a) and (d) of the Project by a professional with terms of reference, qualifications and experience satisfactory to the World Bank. (a) For purposes of carrying out Part I (b) of the Project, the Recipient shall, throughout the implementation of Part I (b) of the Project, maintain all the institutional and other implementation arrangements set forth in the MTNFEFAP Agreement (as applicable to said Part of the Project), as further described in the MTNFEFAP Operational Manual. (i) The Recipient shall carry out Part I (b) of the Project, through MENFP, in accordance with the specifications set forth in the MTNFEFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the MTNFEFAP Operational Manual. (iii) In the event that any provision of the MTNFEFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any selected activity under the ATTP, the Recipient shall enter into an agreement (the “Participation and Performance Agreement” or “PPA”) with the relevant Beneficiary IFMs, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as, if Grant proceeds are transferred to Beneficiary IFMs, the obligation of the pertinent Beneficiary IFMs to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, as further specified in the MTNFEFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each PPA in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any PPA or any provision thereof. (a) For the purposes of carrying out Part I (c) of the Project, the Recipient shall, during the course fiduciary aspects of the implementation of Part I (c) of the Project, maintain all the institutional and other implementation arrangements set forth in the ESRP Agreement (as applicable to said part of the Project), as further described in the ESRP Operational Manual. (i) Without limitation to paragraph 3 (a) above, the Recipient shall cause FAES to carry out Part I (c) of the Project, in accordance with the specifications set forth in the ESRP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall cause FAES not to amend, abrogate, waive or fail to enforce any of the provisions of the ESRP Operational Manual. (iii) In the event that any provision of the ESRP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any activity under Part I (c) of the Project, the Recipient shall: (i) amend the ESRP Subsidiary Agreement (the Amended ESRP Subsidiary Agreement) pursuant to which the Recipient shall make the proceeds of the Grant to be allocated to Category (3) available to FAES to carry out Part I (c) of the Project, under terms and conditions acceptable to the World Bank; (ii) furnish to the World Bank an opinion satisfactory to the World Bank, of counsel acceptable to the World Bank, showing on behalf of the Recipient and of FAES, that the Amended ESRP Subsidiary Agreement has been duly executed and delivered on their respective behalf and is legally binding upon them in accordance with its terms; and (iii) adopt and disclose the ESMF and the RPF for the purpose of implementing the activities included in Part I (c) of the Project, in a manner satisfactory to the World Bank, and thereafter, disclose said documentation in a manner satisfactory to the World Bank. (i) The Recipient, shall exercise its rights and carry out its obligations under the Amended ESRP Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce the Amended ESRP Subsidiary Agreement or any provision thereof. (a) For the purpose of implementing Part II of the Project, the Recipient shall establish and thereafter maintain and operate, throughout the implementation of Part II of the Project, the institutional arrangement consisting of: A steering committee (the “Steering Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the monitoring of the Project’s activities and their coordination with other Recipient’s activities for the implementation of the SNA/EPT. A management committee (the “Management Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the provision of strategic guidance for Part II of the ProjectActivities, including the definition of criteria for the eligibility of Innovative Investments financial management and the approval of the annual work plans. A technical committee (the “Technical Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the appraisal and selection of proposals of Service Provider Sub-projectsprocurement. (b) For purposes of carrying out Service Provider Subprojects under Part II The Recipient shall make part of the Project, proceeds of the Advance available to WAHO on a grant basis under a subsidiary agreement between the Recipient shall enter into a separate agreement (the “Service Agreement”) and WAHO, in accordance with a Service Provider, under terms and conditions satisfactory to the World Bank, which shall include, inter alia: (A) the obligation of the Recipient to promptly provide the funds, facilities, services and other resources required approved by the Service Provider to implement its activities under Part II of the Project and ensure compliance with the Anti-Corruption Guidelines; and Bank (B) the obligation of the Service Provider “Subsidiary Agreement”), including terms whereby WAHO shall be required to: : (i) carry out the activities under Part II of the Project Activities with due diligence and efficiency and in a manner accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the World Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; Guidelines; (ii) use provide, promptly as needed, the Grant funds in accordance with resources required for the terms and conditions of this Agreement, and in conformity with appropriate administrative, technical, financial, procurement, auditing, participatory and legal standards and practices; purpose; (iii) promptly provide procure the facilities, services, staff responsible for the implementation of Part II goods and services to be financed out of the Project and other resources required for that purpose; (iv) furnish all information covering the implementation of the activities under Part II of the Project and the use of the proceeds of the Grant, as the Recipient and the World Bank shall reasonably request; (v) carry out procurement and enter into contracts, all Advance in a manner consistent accordance with the provisions of this Agreement Agreement; (includingiv) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, all procurement requirements) required for the implementation of Part II progress of the Project activities Activities and the maintenance achievement of all relevant procurement documentation; their objectives; (v) (A) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Activities; and (B) at the Bank’s or the Recipient’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Recipient and the Bank; (vi) ensure compliance with financial management procedures detailed in Section II.B of Schedule 2 enable the Recipient and the Bank to this Agreementinspect the Activities, their operation and any relevant records and documents; and and (vii) take all actions necessary prepare and furnish to enable the Recipient and the Bank all such information as the Recipient or the Bank shall reasonably request relating to comply with its obligations under this Agreementthe foregoing. (c) The Recipient shallNotwithstanding the foregoing, and shall cause each Service Provider, to exercise its rights and carry out its obligations under each Service Agreement in such manner as to protect the interests of the Service Provider, the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines. Except as the World Bank shall otherwise agree, the Recipient shall not amend, terminate, assign, abrogate, waive or fail to enforce any of the Service Agreements or any provision thereof. In the event of any inconsistency between a conflict among the provisions of a Service the Subsidiary Agreement and the provisions those of this Agreement, the provisions of this Agreement shall prevail. (d) For purposes of carrying out Part II of the Project, the Recipient shall prepare, adopt and maintain throughout Project implementation an operational manual (the “Operational Manual”) satisfactory in form and substance to the World Bank which shall consist of different schedules setting forth, respectively, rules, methods, guidelines, specific development plans, standard documents and procedures for the carrying out of Part II of the Project, including, inter alia, the following: the detailed description of: (A) activities to be carried out under Part II of the Project; and (B) institutional arrangements in respect thereof; the administrative, financial, accounting, auditing, procurement and disbursement procedures for the implementation of Part II of the Project including the relevant standard bidding documents; the identification of priority training activities financed under Part II of the Project; the plan for the monitoring, evaluation and supervision of Part II of the Project, including the updated performance indicators; the eligibility criteria and procedures for the selection of Service Provider Sub-projects; the terms of the Service Provider Subproject Agreements; and the institutional responsibilities and procedural arrangements for the selection, implementation, supervision and evaluation of the Service Provider Subprojects. (i) Without limitation to the provisions of Section 2.01 (c) of this Agreement, the Recipient shall cause each Service Provider to carry out the pertinent Service Provider Subproject in accordance with the provisions of the Operational Manual. (ii) Unless the Recipient and the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate or waive any of the provisions of the Operational Manual in a manner which, in the opinion of the World Bank, could have a material adverse impact on the implementation of Part II of the Project. (iii) In the event that any provision of the Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail.

Institutional and Other Arrangements. A. Implementation Arrangements 1. The Borrower shall operate and maintain within the MOE, at all times during Project implementation, a unit (CMU) with structure, functions and responsibilities acceptable to the Bank, including, inter alia, the responsibility to assist the Borrower in: (a) For purposes of carrying out Parts I (a) procurement, disbursement and (d) financial management aspects of the Project, including fiduciary reporting; (b) coordination, monitoring and supervision of the Recipient shallProject; and (c) development and execution of the Annual Work Program. 2. The Borrower shall establish and thereafter maintain, throughout the implementation of Parts I (a) and (d) of the Project, maintain all a Programme Management Steering Committee (PMSC), in charge of overseeing the institutional management of the Education Transformation Capacity Building Programme and other providing strategic guidance for the implementation arrangements of the ETCBP. 3. The EEPs shall comply with the eligibility criteria and procedures set forth in the EFAP Agreement (as applicable to said Parts of the Project), including without limitation the obligation to operate and maintain a steering committee for the appraisal and assessment of eligible Student Enrollment Sub-projects, as further described in the EFAP Operational Programme Operations Manual. (i) 4. The Recipient Borrower shall carry out Parts I (a) and (d) of the Project, through MENFP in accordance with the EFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the EFAP Operational Manual. (iii) In the event that any provision of the EFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior furnish to the carrying out of: (i) any Student Enrollment Subproject, the Recipient shall enter into an agreement (a “Student Enrollment Grant Agreement”) with the pertinent SMC, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent SMC to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; and (ii) any School Feeding Subproject, the Recipient shall enter into an agreement (a “School Feeding Grant Agreement”) with the pertinent Beneficiary CBO, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent Beneficiary CBO to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, all as further specified in the EFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each Student Enrollment Grant Agreement and each School Feeding Grant Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Student Enrollment Grant Agreement or any School Feeding Grant Agreement, or any provision thereof. (e) No later than every six months after the Effective Date, or such later date acceptable to the World Bank, the Recipient shall hire and, thereafter maintain throughout the implementation of Part I regular reports (a) (i) of the Project, an independent firm with terms of reference, qualifications and experience satisfactory to the World Bank, for the purpose of assisting the Recipient in monitoring the implementation of said Part of the Project. (f) The Recipient shall ensure that the financial management advisor position at the MENFP Department of Administrative Affairs remains staffed throughout the implementation of Parts I (a) and (d) of the Project by a professional with terms of reference, qualifications Reports and experience satisfactory to the World Bank. (aInterim Unaudited Financial Reports) For purposes of carrying out Part I (b) of the Project, the Recipient shall, throughout the implementation of Part I (b) of the Project, maintain all the institutional and other implementation arrangements set forth in the MTNFEFAP Agreement (as applicable to said Part of the Project), as further described in the MTNFEFAP Operational Manual. (i) The Recipient shall carry out Part I (b) of the Project, through MENFP, prepared in accordance with the specifications set forth in the MTNFEFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the MTNFEFAP Operational Manual. (iii) In the event that any provision of the MTNFEFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any selected activity under the ATTP, the Recipient shall enter into an agreement (the “Participation and Performance Agreement” or “PPA”) with the relevant Beneficiary IFMs, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as, if Grant proceeds are transferred to Beneficiary IFMs, the obligation of the pertinent Beneficiary IFMs to comply with the provisions of the Anti-Corruption Guidelines applicable Programme Operations Manual and the additional instructions referred to Recipients in Section IV.A.1 of loan proceeds other than the Recipient, as further specified in the MTNFEFAP Operational Manualthis Schedule. (i) The Recipient5. If, shall exercise its rights and carry out its obligations under each PPA in such manner as to protect at any time, the interests Bank determines that any portion of the Recipient and the World Bank and Loan proceeds was used for items improperly procured in violation of Section III to accomplish the purposes this Schedule, was not used for Eligible Expenditures or, in case of the Grant, including, without limitation, through the application Eligible Expenditure Programs of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any PPA or any provision thereof. (a) For the purposes of carrying out Part I (c) 1 of the Project, was not supported by evidence of actual spending by the Recipient shallBorrower under said Eligible Expenditure Programs and/or by evidence of satisfaction of other criteria set forth in this Agreement or in the Programme Operations Manual, during the course of Borrower shall promptly refund any such portion to the implementation of Part I Bank as the Bank shall specify by notice to the Borrower. 6. The Borrower and the Bank will jointly review, each year through the Annual Work Programme, the amounts detailed in Section IV(i) (cWithdrawal Application Schedule) of the Project, maintain all the institutional and other implementation arrangements set forth additional instructions referred to in the ESRP Agreement (as applicable Section IV.A.1 of Schedule 2 to said part of the Project), as further described in the ESRP Operational Manual. (i) Without limitation to paragraph 3 (a) above, the Recipient shall cause FAES to carry out Part I (c) of the Project, in accordance with the specifications set forth in the ESRP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall cause FAES not to amend, abrogate, waive or fail to enforce any of the provisions of the ESRP Operational Manual. (iii) In the event that any provision of the ESRP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any activity under Part I (c) of the Projectand adjust, the Recipient shall: (i) amend the ESRP Subsidiary Agreement (the Amended ESRP Subsidiary Agreement) pursuant to which the Recipient shall make the proceeds of the Grant to be allocated to Category (3) available to FAES to carry out Part I (c) of the Project, under terms and conditions acceptable to the World Bank; (ii) furnish to the World Bank an opinion satisfactory to the World Bank, of counsel acceptable to the World Bank, showing on behalf of the Recipient and of FAES, that the Amended ESRP Subsidiary Agreement has been duly executed and delivered on their respective behalf and is legally binding upon them in accordance with its terms; and (iii) adopt and disclose the ESMF and the RPF for the purpose of implementing the activities included in Part I (c) of the Projectas necessary, in a manner satisfactory to the World Borrower and the Bank. 7. The Borrower and the Bank may jointly review, by mid-term, the DLTs referred to in Schedule 4 of this Agreement and thereafteradjust as necessary, disclose said documentation in a manner satisfactory to the World Borrower and the Bank. (i) The Recipient, shall exercise its rights and carry out its obligations under the Amended ESRP Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce the Amended ESRP Subsidiary Agreement or any provision thereof. (a) For the purpose of implementing Part II of the Project, the Recipient shall establish and thereafter maintain and operate, throughout the implementation of Part II of the Project, the institutional arrangement consisting of: A steering committee (the “Steering Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the monitoring of the Project’s activities and their coordination with other Recipient’s activities for the implementation of the SNA/EPT. A management committee (the “Management Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the provision of strategic guidance for Part II of the Project, including the definition of criteria for the eligibility of Innovative Investments and the approval of the annual work plans. A technical committee (the “Technical Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the appraisal and selection of proposals of Service Provider Sub-projects. (b) For purposes of carrying out Service Provider Subprojects under Part II of the Project, the Recipient shall enter into a separate agreement (the “Service Agreement”) with a Service Provider, under terms and conditions satisfactory to the World Bank, which shall include, inter alia: (A) the obligation of the Recipient to promptly provide the funds, facilities, services and other resources required by the Service Provider to implement its activities under Part II of the Project and ensure compliance with the Anti-Corruption Guidelines; and (B) the obligation of the Service Provider to: (i) carry out the activities under Part II of the Project with due diligence and efficiency in a manner satisfactory to the World Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; (ii) use the Grant funds in accordance with the terms and conditions of this Agreement, and in conformity with appropriate administrative, technical, financial, procurement, auditing, participatory and legal standards and practices; (iii) promptly provide the facilities, services, staff responsible for the implementation of Part II of the Project and other resources required for that purpose; (iv) furnish all information covering the implementation of the activities under Part II of the Project and the use of the proceeds of the Grant, as the Recipient and the World Bank shall reasonably request; (v) carry out procurement and enter into contracts, all in a manner consistent with the provisions of this Agreement (including, all procurement requirements) required for the implementation of Part II of the Project activities and the maintenance of all relevant procurement documentation; (vi) ensure compliance with financial management procedures detailed in Section II.B of Schedule 2 to this Agreement; and (vii) take all actions necessary to enable the Recipient to comply with its obligations under this Agreement. (c) The Recipient shall, and shall cause each Service Provider, to exercise its rights and carry out its obligations under each Service Agreement in such manner as to protect the interests of the Service Provider, the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines. Except as the World Bank shall otherwise agree, the Recipient shall not amend, terminate, assign, abrogate, waive or fail to enforce any of the Service Agreements or any provision thereof. In the event of any inconsistency between the provisions of a Service Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) For purposes of carrying out Part II of the Project, the Recipient shall prepare, adopt and maintain throughout Project implementation an operational manual (the “Operational Manual”) satisfactory in form and substance to the World Bank which shall consist of different schedules setting forth, respectively, rules, methods, guidelines, specific development plans, standard documents and procedures for the carrying out of Part II of the Project, including, inter alia, the following: the detailed description of: (A) activities to be carried out under Part II of the Project; and (B) institutional arrangements in respect thereof; the administrative, financial, accounting, auditing, procurement and disbursement procedures for the implementation of Part II of the Project including the relevant standard bidding documents; the identification of priority training activities financed under Part II of the Project; the plan for the monitoring, evaluation and supervision of Part II of the Project, including the updated performance indicators; the eligibility criteria and procedures for the selection of Service Provider Sub-projects; the terms of the Service Provider Subproject Agreements; and the institutional responsibilities and procedural arrangements for the selection, implementation, supervision and evaluation of the Service Provider Subprojects. (i) Without limitation to the provisions of Section 2.01 (c) of this Agreement, the Recipient shall cause each Service Provider to carry out the pertinent Service Provider Subproject in accordance with the provisions of the Operational Manual. (ii) Unless the Recipient and the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate or waive any of the provisions of the Operational Manual in a manner which, in the opinion of the World Bank, could have a material adverse impact on the implementation of Part II of the Project. (iii) In the event that any provision of the Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail.

Institutional and Other Arrangements. A. Implementation Arrangements (a) For purposes of carrying out Parts I (a) and (d) The Borrower, through MESD, shall assign the responsibility for overall oversight of the Project, Project to the Recipient shall, throughout the implementation of Parts I (a) and (d) Inter-Ministerial Committee for Application of the Project, maintain all the institutional and other implementation arrangements set forth in the EFAP Agreement Nitrates Directive (as applicable to said Parts of the ProjectICA), including without limitation the obligation to operate and shall maintain a steering committee for the appraisal and assessment of eligible Student Enrollment Sub-projects, as further described in the EFAP Operational Manualsaid Committee during Project implementation. (i) The Recipient Borrower, through MESD, shall carry out Parts I (a) maintain the PMU during Project implementation with adequate staffing and (d) resources satisfactory to the Bank, and the PMU shall have overall responsibility for day to day implementation and management of the Project, through MENFP including, but not limited to: (a) preparation of semi-annual work programs and implementation plans for Project implementation; (b) preparation of bidding and contract documents under the Project; (c) maintenance of the Project financial records and accounts and arranging for the audit thereof; (d) preparation of the Project Reports referred to in accordance with the EFAP Operational ManualSection II.A of this Schedule; and (e) supervision of progress of Project implementation. (ii) Unless Not later than three (3) months after the World Bank shall otherwise agree in writingEffectiveness Deadline, the Recipient Borrower, through MESD, shall hire, in addition to the key staff of the PMU, such specialists as required for effective implementation of the Project and as shall be reasonably determined by the Borrower and the Bank. C. Not later than February 1, 2008, the Borrower, through the MESD, shall cause the first six (6) selected Water Basin Directorates to hire one or two staff to work on Project implementation at the regional level, in coordination with the PMU. Within the next six months, the remaining Water Basin Directorates shall hire one or two staff to work on Project implementation at the regional level, in coordination with the PMU. D. The Borrower, through MESD, shall: (i) take all necessary measures to implement the Project in accordance with the Operational Manual and the EMP, and shall not amend, suspend, abrogate, repeal or waive or fail to enforce any of the provisions of the EFAP Operational Manual. Manual and the EMP without prior approval of the Bank; (ii) ensure that all measures necessary under the EMP are carried out in a timely manner; and (iii) In ensure that adequate information on the event that any provision implementation of the EFAP Operational Manual shall conflict with anyone under this Agreement, EMP is suitably included in the terms Project Reports referred to in Section II.A of this Agreement shall prevailSchedule. (c) Prior to E. The Borrower shall ensure that appropriate budget allocations are made available yearly for the carrying out of: (i) any Student Enrollment SubprojectProject implementation purposes, throughout the Recipient shall enter into an agreement (a “Student Enrollment Grant Agreement”) with the pertinent SMC, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent SMC to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; and (ii) any School Feeding Subproject, the Recipient shall enter into an agreement (a “School Feeding Grant Agreement”) with the pertinent Beneficiary CBO, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent Beneficiary CBO to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, all as further specified in the EFAP Operational ManualProject life. (i) The Recipient, shall exercise its rights and carry out its obligations under each Student Enrollment Grant Agreement and each School Feeding Grant Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish F. For the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Student Enrollment Grant Agreement or any School Feeding Grant Agreement, or any provision thereof. (e) No later than six months after the Effective Date, or such later date acceptable to the World Bank, the Recipient shall hire and, thereafter maintain throughout the implementation of Part I (a) (i) of the Project, an independent firm with terms of reference, qualifications and experience satisfactory to the World Bank, for the purpose of assisting the Recipient in monitoring the implementation of said Part of the Project. (f) The Recipient shall ensure that the financial management advisor position at the MENFP Department of Administrative Affairs remains staffed throughout the implementation of Parts I (a) and (d) of the Project by a professional with terms of reference, qualifications and experience satisfactory to the World Bank. (a) For purposes of carrying out Part I (b) of the Project, the Recipient Borrower, through MESD and PMU, shall, throughout : select the implementation of Part I (b) of Beneficiaries and Sub-projects based on the Project, maintain all the institutional and other implementation arrangements selection criteria set forth in the MTNFEFAP Agreement (as applicable to said Part of the Project), as further described in the MTNFEFAP Operational Manual. (i) The Recipient shall carry out Part I (b) of ; provide funds from the Project, through MENFP, in accordance with the specifications set forth in the MTNFEFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail Loan proceeds to enforce any of the provisions of the MTNFEFAP Operational Manual. (iii) In the event that any provision of the MTNFEFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any selected activity under the ATTP, the Recipient shall enter into an agreement (the “Participation and Performance Agreement” or “PPA”) with the relevant Beneficiary IFMs, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as, if Grant proceeds are transferred to Beneficiary IFMs, the obligation of the pertinent Beneficiary IFMs to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, as further specified in the MTNFEFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each PPA in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any PPA or any provision thereof. (a) For the purposes of carrying out Part I (c) of the Project, the Recipient shall, during the course of the implementation of Part I (c) of the Project, maintain all the institutional and other implementation arrangements set forth in the ESRP Agreement (as applicable to said part of the Project), as further described in the ESRP Operational Manual. (i) Without limitation to paragraph 3 (a) above, the Recipient shall cause FAES to carry out Part I (c) of the Project, in accordance with the specifications set forth in the ESRP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall cause FAES not to amend, abrogate, waive or fail to enforce any of the provisions of the ESRP Operational Manual. (iii) In the event that any provision of the ESRP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any activity under Part I (c) of the Project, the Recipient shall: (i) amend the ESRP Subsidiary Agreement (the Amended ESRP Subsidiary Agreement) pursuant to which the Recipient shall make the proceeds of the Grant to be allocated to Category (3) available to FAES to carry out Part I (c) of the Project, under terms and conditions acceptable to the World Bank; (ii) furnish to the World Bank an opinion satisfactory to the World Bank, of counsel acceptable to the World Bank, showing on behalf of the Recipient and of FAES, that the Amended ESRP Subsidiary Agreement has been duly executed and delivered on their respective behalf and is legally binding upon them in accordance with its terms; and (iii) adopt and disclose the ESMF and the RPF Beneficiaries for the purpose of implementing the activities included in Part I (c) of the Project, in a manner satisfactory to the World Bank, and thereafter, disclose said documentation in a manner satisfactory to the World Bank. (i) The Recipient, shall exercise its rights and carry out its obligations under the Amended ESRP Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce the Amended ESRP Subsidiary Agreement or any provision thereof. (a) For the purpose of implementing Part II of the Project, the Recipient shall establish and thereafter maintain and operate, throughout the implementation of Part II of the Project, the institutional arrangement consisting of: A steering committee (the “Steering Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the monitoring of the Project’s activities and their coordination with other Recipient’s activities for the implementation of the SNA/EPT. A management committee (the “Management Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the provision of strategic guidance for Part II of the Project, including the definition of criteria for the eligibility of Innovative Investments and the approval of the annual work plans. A technical committee (the “Technical Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the appraisal and selection of proposals of Service Provider eligible Sub-projects. (b) For purposes of carrying out Service Provider Subprojects under Part II of the Project, the Recipient shall enter into a separate agreement (the “Service Agreement”) with a Service Provider, under projects on terms and conditions satisfactory to the World Bank, ; enter into contractual arrangements with Beneficiaries for provision of funds for Sub-projects which shall include, inter alia: (A) set forth the obligation of the Recipient to promptly provide the terms and conditions for these funds, facilitiescost-sharing arrangements, services environmental requirements and other resources required by the Service Provider to implement its activities under Part II of the Project implementation arrangements; and ensure compliance with the Antithat Sub-Corruption Guidelines; and (B) the obligation of the Service Provider to: (i) carry out the activities under Part II of the Project with due diligence and efficiency in a manner satisfactory to the World Bank, including projects shall be implemented in accordance with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; (ii) use the Grant funds in accordance with the terms and conditions of this Agreement, and in conformity with appropriate administrative, technical, financial, procurement, auditing, participatory and legal standards and practices; (iii) promptly provide the facilities, services, staff responsible for the implementation of Part II of the Project and other resources required for that purpose; (iv) furnish all information covering the implementation of the activities under Part II of the Project Operational Manual and the use of the proceeds of the Grant, as the Recipient and the World Bank shall reasonably request; (v) carry out procurement and enter into contracts, all in a manner consistent with the provisions of this Agreement (including, all procurement requirements) required for the implementation of Part II of the Project activities and the maintenance of all relevant procurement documentation; (vi) ensure compliance with financial management procedures detailed in Section II.B of Schedule 2 to this Agreement; and (vii) take all actions necessary to enable the Recipient to comply with its obligations under this AgreementEMP. (c) The Recipient shall, and shall cause each Service Provider, to exercise its rights and carry out its obligations under each Service Agreement in such manner as to protect the interests of the Service Provider, the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines. Except as the World Bank shall otherwise agree, the Recipient shall not amend, terminate, assign, abrogate, waive or fail to enforce any of the Service Agreements or any provision thereof. In the event of any inconsistency between the provisions of a Service Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) For purposes of carrying out Part II of the Project, the Recipient shall prepare, adopt and maintain throughout Project implementation an operational manual (the “Operational Manual”) satisfactory in form and substance to the World Bank which shall consist of different schedules setting forth, respectively, rules, methods, guidelines, specific development plans, standard documents and procedures for the carrying out of Part II of the Project, including, inter alia, the following: the detailed description of: (A) activities to be carried out under Part II of the Project; and (B) institutional arrangements in respect thereof; the administrative, financial, accounting, auditing, procurement and disbursement procedures for the implementation of Part II of the Project including the relevant standard bidding documents; the identification of priority training activities financed under Part II of the Project; the plan for the monitoring, evaluation and supervision of Part II of the Project, including the updated performance indicators; the eligibility criteria and procedures for the selection of Service Provider Sub-projects; the terms of the Service Provider Subproject Agreements; and the institutional responsibilities and procedural arrangements for the selection, implementation, supervision and evaluation of the Service Provider Subprojects. (i) Without limitation to the provisions of Section 2.01 (c) of this Agreement, the Recipient shall cause each Service Provider to carry out the pertinent Service Provider Subproject in accordance with the provisions of the Operational Manual. (ii) Unless the Recipient and the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate or waive any of the provisions of the Operational Manual in a manner which, in the opinion of the World Bank, could have a material adverse impact on the implementation of Part II of the Project. (iii) In the event that any provision of the Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail.

Institutional and Other Arrangements. A. Implementation Arrangements (a) For purposes of carrying out CVDB shall implement Parts I (a) B and (d) of the Project, the Recipient shall, throughout the implementation of Parts I (a) and (d) of the Project, maintain all the institutional and other implementation arrangements set forth in the EFAP Agreement (as applicable to said Parts of the Project), including without limitation the obligation to operate and maintain a steering committee for the appraisal and assessment of eligible Student Enrollment Sub-projects, as further described in the EFAP Operational Manual. (i) The Recipient shall carry out Parts I (a) and (d) of the Project, through MENFP in accordance with the EFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the EFAP Operational Manual. (iii) In the event that any provision of the EFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of: (i) any Student Enrollment Subproject, the Recipient shall enter into an agreement (a “Student Enrollment Grant Agreement”) with the pertinent SMC, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent SMC to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; and (ii) any School Feeding Subproject, the Recipient shall enter into an agreement (a “School Feeding Grant Agreement”) with the pertinent Beneficiary CBO, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as the obligation of the pertinent Beneficiary CBO to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, all as further specified in the EFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each Student Enrollment Grant Agreement and each School Feeding Grant Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Student Enrollment Grant Agreement or any School Feeding Grant Agreement, or any provision thereof. (e) No later than six months after the Effective Date, or such later date acceptable to the World Bank, the Recipient shall hire and, thereafter maintain throughout the implementation of Part I (a) (i) of the Project, an independent firm with terms of reference, qualifications and experience satisfactory to the World Bank, for the purpose of assisting the Recipient in monitoring the implementation of said Part of the Project. (f) The Recipient shall ensure that the financial management advisor position at the MENFP Department of Administrative Affairs remains staffed throughout the implementation of Parts I (a) and (d) C of the Project by a professional with terms of reference, qualifications and experience satisfactory to the World Bank. (a) For purposes of carrying out Part I (b) of the Project, the Recipient shall, throughout the implementation of Part I (b) of the Project, maintain all the institutional and other implementation arrangements set forth in the MTNFEFAP Agreement (as applicable to said Part of the Project), as further described in the MTNFEFAP Operational Manual. (i) The Recipient shall carry out Part I (b) of the Project, through MENFP, in accordance with the specifications set forth in the MTNFEFAP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall not amend, abrogate, waive or fail to enforce any of the provisions of the MTNFEFAP Operational Manual. (iii) In the event that any provision of the MTNFEFAP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any selected activity under the ATTP, the Recipient shall enter into an agreement (the “Participation and Performance Agreement” or “PPA”) with the relevant Beneficiary IFMs, under terms and conditions acceptable to the World Bank, including the obligation of the Recipient to ensure compliance with the Anticorruption Guidelines, as well as, if Grant proceeds are transferred to Beneficiary IFMs, the obligation of the pertinent Beneficiary IFMs to comply with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient, as further specified in the MTNFEFAP Operational Manual. (i) The Recipient, shall exercise its rights and carry out its obligations under each PPA in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce any PPA or any provision thereof. (a) For the purposes of carrying out Part I (c) of the Project, the Recipient shall, during the course of the implementation of Part I (c) of the Project, maintain all the institutional and other implementation arrangements set forth in the ESRP Agreement (as applicable to said part of the Project), as further described in the ESRP Operational Manual. (i) Without limitation to paragraph 3 (a) above, the Recipient shall cause FAES to carry out Part I (c) of the Project, in accordance with the specifications set forth in the ESRP Operational Manual. (ii) Unless the World Bank shall otherwise agree in writing, the Recipient shall cause FAES not to amend, abrogate, waive or fail to enforce any of the provisions of the ESRP Operational Manual. (iii) In the event that any provision of the ESRP Operational Manual shall conflict with anyone under this Agreement, the terms of this Agreement shall prevail. (c) Prior to the carrying out of any activity under Part I (c) of the Project, the Recipient shall: (i) amend the ESRP Subsidiary Agreement (the Amended ESRP Subsidiary Agreement) pursuant to which the Recipient shall make the proceeds of the Grant to be allocated to Category (3) available to FAES to carry out Part I (c) of the Project, under terms and conditions acceptable to the World Bank; (ii) furnish to the World Bank an opinion satisfactory to the World Bank, of counsel acceptable to the World Bank, showing on behalf of the Recipient and of FAES, that the Amended ESRP Subsidiary Agreement has been duly executed and delivered on their respective behalf and is legally binding upon them in accordance with its terms; and (iii) adopt and disclose the ESMF and the RPF for the purpose of implementing the activities included in Part I (c) of the Project, in a manner satisfactory to the World Bank, and thereafter, disclose said documentation in a manner satisfactory to the World Bank. (i) The Recipient, shall exercise its rights and carry out its obligations under the Amended ESRP Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines; and (ii) except as the World Bank shall otherwise agree, the Recipient, shall not assign, amend, abrogate, terminate, waive or fail to enforce the Amended ESRP Subsidiary Agreement or any provision thereof. (a) For the purpose of implementing Part II of the Project, the Recipient shall establish and thereafter maintain and operate, throughout the implementation of Part II of the Project, the institutional arrangement consisting of: A steering committee (the “Steering Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the monitoring of the Project’s activities and their coordination with other Recipient’s activities for the implementation of the SNA/EPT. A management committee (the “Management Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the provision of strategic guidance for Part II of the Project, including the definition of criteria for the eligibility of Innovative Investments and the approval of the annual work plans. A technical committee (the “Technical Committee”), with composition and attributions acceptable to the World Bank, which shall be responsible, inter alia, for the appraisal and selection of proposals of Service Provider Sub-projects. (b) For purposes of carrying out Service Provider Subprojects under Part II of the Project, the Recipient shall enter into a separate agreement (the “Service Agreement”) with a Service Provider, under terms and conditions satisfactory to the World Bank, which shall include, inter alia: (A) the obligation of the Recipient to promptly provide the funds, facilities, services and other resources required by the Service Provider to implement its activities under Part II of the Project and ensure compliance with the Anti-Corruption Guidelines; and (B) the obligation of the Service Provider to: (i) carry out the activities under Part II of the Project with due diligence and efficiency in a manner satisfactory to the World Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to Recipients of loan proceeds other than the Recipient; (ii) use the Grant funds in accordance with the terms and conditions of this Agreement, and in conformity with appropriate administrative, technical, financial, procurement, auditing, participatory and legal standards and practices; (iii) promptly provide the facilities, services, staff responsible for the implementation of Part II of the Project and other resources required for that purpose; (iv) furnish all information covering the implementation of the activities under Part II of the Project and the use of the proceeds of the Grant, as the Recipient and the World Bank shall reasonably request; (v) carry out procurement and enter into contracts, all in a manner consistent with the provisions of this Agreement (including, all procurement requirements) required for the implementation of Part II of the Project activities and the maintenance of all relevant procurement documentation; (vi) ensure compliance with financial management procedures detailed in Section II.B of Schedule 2 to this Agreement; and (vii) take all actions necessary to enable the Recipient to comply with its obligations under this Agreement. (c) The Recipient shall, and shall cause each Service Provider, to exercise its rights and carry out its obligations under each Service Agreement in such manner as to protect the interests of the Service Provider, the Recipient and the World Bank and to accomplish the purposes of the Grant, including, without limitation, through the application of any legal remedies provided under the Anti-Corruption Guidelines. Except as the World Bank shall otherwise agree, the Recipient shall not amend, terminate, assign, abrogate, waive or fail to enforce any of the Service Agreements or any provision thereof. In the event of any inconsistency between the provisions of a Service Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) For purposes of carrying out Part II of the Project, the Recipient shall prepare, adopt and maintain throughout Project implementation an operational manual (the “Operational Manual”) satisfactory in form and substance to the World Bank which shall consist of different schedules setting forth, respectively, rules, methods, guidelines, specific development plans, standard documents and procedures for the carrying out of Part II of the Project, including, inter alia, the following: the detailed description of: (A) activities to be carried out under Part II of the Project; and (B) institutional arrangements in respect thereof; the administrative, financial, accounting, auditing, procurement and disbursement procedures for the implementation of Part II of the Project including the relevant standard bidding documents; the identification of priority training activities financed under Part II of the Project; the plan for the monitoring, evaluation and supervision of Part II of the Project, including the updated performance indicators; the eligibility criteria and procedures for the selection of Service Provider Sub-projects; the terms of the Service Provider Subproject Agreements; and the institutional responsibilities and procedural arrangements for the selection, implementation, supervision and evaluation of the Service Provider Subprojects. (i) Without limitation to the provisions of Section 2.01 (c) of this Agreement, the Recipient shall cause each Service Provider to carry out the pertinent Service Provider Subproject in accordance with the provisions of the Operational Manual. (ii) Unless the Recipient Manual and the World Environmental Management Plan. Except as the Bank shall otherwise agree in writingagree, the Recipient CVDB shall not amend, abrogate amend or waive any of the provisions provision of the Operational Manual in a manner whichor the Environmental Management Plan if, in the opinion of the World Bank, could have a material adverse impact on such amendment or waiver may materially and adversely affect the carrying out of the Project or the achievement of the objectives thereof. CVDB shall maintain its planning and development department with functions, staffing and resources satisfactory to the Bank including responsibilities for inter alia: (i) monitoring and overseeing implementation of Parts B and C of the Project including implementation of PBBG Sub-Projects; (ii) co-ordination with MOMA; (iii) procurement; (iv) financial management including maintenance of accounting records and disbursement; (v) Project reporting; and (vi) monitoring and evaluation. For purposes of carrying out Part II B of the Project. (iii) In , CVDB shall enter into a multi-partite municipal compact agreement with each Beneficiary Municipality, MoMA, and any other relevant authority including the event Water Authority of Jordan in cases of PBBG Sub-Projects related to water and wastewater networks, in form and substance satisfactory to the Bank, setting out inter alia: the detailed duties and responsibilities of the Beneficiary Municipality and other parties during implementation of the municipal compact agreement; terms and conditions of use of the PBBGs; implementation time-frame, performance monitoring indicators and targets to measure performance of the Beneficiary Municipality; commitment to by the Beneficiary Municipality to a time-bond infrastructure program agreement, inclusive of an asset management plan; financial and maintenance requirements and management efforts to be fulfilled by the Beneficiary Municipality including the requirement to prepare records, accounts and financial statements in connection with Project activities for each fiscal year and to have such accounts audited annually in accordance with auditing standards acceptable to the Bank, consistently applied, by independent auditors acceptable to the Bank, and to submit certified copies of the financial statements together with an auditors opinion thereon to the Bank within six months of the end of the fiscal year; an obligation to provide to the Bank such information in respect of the carrying out of PBBGs as the Bank may from time to time reasonably request; an obligation to allow the Bank access to all books of account and records relating to PBBGs, and to allow the Bank the right to inspect any PBBG Sub-Project; that any provision the proceeds of each PBBG will be used for the purposes of the Project; and an obligation to follow the procedures set forth in the Operational Manual and the Environmental Management Plan to the extent and in each case that these are applicable to a PBBG Sub-Project. CVDB shall conflict identify and select Beneficiary Municipalities to implement PBBG Sub-Projects to be financed by the proceeds of the PBBGs under Part B of the Project, in accordance with anyone under this Agreement, eligibility criteria and procedures set out in the terms Operational Manual. CVDB shall prepare a multi-year business plan which shall include provisions to increase its revenue and improve the sustainability of this Agreement shall prevailits operations.