Common use of Institutional Arrangements Clause in Contracts

Institutional Arrangements. 1. The Recipient shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. 1. The Recipient shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the AssociationBorrower, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resourcesthrough SEFAZ, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare be responsible for the overall implementation, management, coordination and adopt an Operational oversight of the Project, including the Project’s administrative, procurement, environmental and social requirements, disbursement, financial management and monitoring and evaluation responsibilities, as specified in the Project Operations Manual (“POM”); and (b) maintain, throughout Project implementation, a Project Management Unit (“PMU”), with staffing, functions and responsibilities acceptable to the AssociationBank, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under as set forth in the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the AssociationPOM. 72. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no No later than sixty (60) 60 days after the Effective Date, the Borrower shall establish and thereafter maintain throughout Project implementation a Project Steering Committee (“PSC”) chaired by SEFAZ, to be an advisory body responsible for the Project oversight, strategic guidance, and coordination, with composition, functions and responsibilities set forth in the POM and acceptable to the Bank. 3. For purposes of carrying out, respectively, Parts 1(b), 1(c), and 2(d) of the Project, the Borrower, through SEFAZ, shall enter into Grant Agreement separate agreements with at least five each of the Implementing Agencies (5) Beneficiaries in form each an “Implementation Agreement”), under terms and substance satisfactory conditions acceptable to the AssociationBank, including, inter alia, the obligation of each Implementing Agency to: (i) carry out the activities which fall within their administrative jurisdiction under the Project; and in accordance (ii) comply with the pertinent provisions of this Agreement, including complying with the provisions of the OMProject Operations Manual and the Anti-Corruption Guidelines. 4. For purposes of carrying out Parts 1 and 2 of the Project, the Borrower, through SEFAZ, shall enter into an agreement (the Inter-Secretariat Agreement) with the Implementing Secretariats, under terms and conditions satisfactory to the Bank, which shall include, inter alia: (i) the obligation of each Implementing Secretariat to carry out the relevant Project activities that fall under their respective administrative jurisdiction in compliance with the pertinent provisions of this Agreement, including with the provisions of the Anti-Corruption Guidelines, and those of the POM; and (ii) the specific mechanisms for coordination among the Implementing Secretariats. 5. The Borrower shall exercise its right and carry out its obligations under each Implementation Agreement and the Inter-Secretariat Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree in writing, the Borrower shall not assign, amend, abrogate, waive, or fail to enforce the Implementation Agreements nor the Inter-Secretariat Agreement, or any of their provisions, or permit to be assigned, amended, abrogated, or waived, the aforementioned, or any provision thereof.

Institutional Arrangements. The Recipient shall, 1. The Recipient shall maintain throughout appoint a CG with qualifications and experience satisfactory to the duration of Project implementation a Steering Committee within MOH Association with composition and terms of reference satisfactory to the Association, and who shall report to be chaired by the Minister or Vice Minister Secretary of Health. The SC shall Planning of the Recipient’s Office of the President, to be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination.management of the Project; 2. The Recipient shall maintain throughout maintain, at all times during the duration execution of Project implementation the Central Project Management Unit within MOH under Project: (a) the direction of qualified management provided with sufficient resourcesCOS and CR, and staffed with competent personnel in adequate numbers includingwhose mandate, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU and composition and resources shall be responsible for: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, to provide guidance and exercise general oversight functions in the course of implementation of the Project, including advisors the approval of Annual Work Programs, assist in the decision-making process, and facilitate timely implementation of the Project; (b) the BdG, whose mandate, terms of reference and composition and resources shall be acceptable to the Association, to be responsible for the day-to-day execution of the Project, including management of disbursement activities, maintenance of records and accounts; procurement, consolidation of Annual Work Programs and budgets, and preparation and production of annual progress reports and financial statements, and monitoring and evaluation; and (c) RCU, whose mandate, terms of reference and composition and resources shall be acceptable to the Association, to be responsible for preparation and the day-to-day supervision of the implementation of an annual work program under Part 1 of the Project, as approved by BdG in the conditions set forth in Section I.D of this Schedule; and 3. ensure that, at all times during the execution of the Project: (a) BdG shall employ a chief accountant, a procurement specialist, and other suitably qualified and experienced staff in adequate numbers numbers; (b) the positions of CG, chief accountant and with procurement specialist referred to in this paragraph shall be kept filled at all times by persons having qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amendRCU shall employ a reform coordinator and other suitably qualified and experienced staff in adequate numbers. 4. Strengthen capacity within RCU and INSTAT in the field of project management, revise or waivein particular on financial management and disbursement procedures, nor allow and consult with the Association no later than December 31, 2009, on the possibility to be amendedtransfer financial management, revised or waiveddisbursement and procurement activities under Parts 1 and 5 of the Project to RCU and INSTAT, subject to the provisions of said Operational Manual or any part thereof, without the prior written concurrence approval of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. 1. The Recipient shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. 1. The Recipient Borrower shall operate and maintain throughout within the duration of NHAC, at all times during Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among othersimplementation, a Project directorcoordinating unit with structure, two (2) deputy directors, a coordinator, a chief accountant, functions and a procurement officer, in each case with qualifications, experience and under terms of reference responsibilities acceptable to the Association. 3. The CPMU shall be responsible forBank, including, inter alia, the responsibility to assist the Borrower in: (i) overall procurement, disbursement and financial management and implementation aspects of the Project; and (ii) Project planningcoordination, reporting, monitoring, evaluation, monitoring and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation supervision of the Project, including therein: (i) policies, procedures and requirements under . The NHAC shall implement the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent collaboration with the provisions Borrower’s Ministries of Section III of this Schedule 2Health, Education, Labour, Tourism, Home Affairs, Community Development and Culture and Social Care, Constituency Empowerment and Urban Development, as well as the allocation Office of roles the Attorney General and responsibilities for civil society organizations. (a) The Borrower shall carry out the Project in accordance with an operational manual, satisfactory to the Bank, such manual to include, inter alia: (i) the Project implementation plan; (ii) the detailed description of the Eligible Program Expenditures including the budgets by year, Borrower’s ministry and procurement review and approval; and category, respectively, included under Part 1 of the Project; (iii) with respect to the grants under Part 1 (a) of the Project: (A) Sub-Projects eligibility criteria; the criteria for approval and the procedures for the implementation and monitoring of subprojects supported by such grants; (B) guidelines, and procedure the criteria for Grant applicationseligibility of the beneficiaries of the grants; and (C) approval process, assessment, monitoring, and evaluation the model grant agreement for the provision of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis implementation of subprojects; (iv) the reporting procedures and the agreed format of the Financial Statements, chart of accounts and the interim unaudited financial reports; (v) the detailed description of the Project disbursement mechanism; and (vi) the procedures for final verification monitoring and evaluating the Project, including a description of Sub-Projects, as well as the basis for full or partial refund technical audit mechanism referred to in paragraph 4 of GrantsSection II.B of this Schedule; (b) carry out The Operational Manual may be amended by the Project, and cause the Project Borrower from time to be carried out, in accordance time with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence approval of the Association. 7Bank. In the case of any inconsistency conflict between the provisions terms of the Operational Manual and those of this Agreementagreement, the provisions terms of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. 1. The Recipient shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible forBorrower shall: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, Project through SEPLAG; and (b) cause the Rural Poverty Reduction Program under the Project to be carried out, out by IDENE; all in accordance with the Project Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waivedincluding the Procurement Plan, the provisions Environmental Management Framework, the Resettlement Framework, and the Indigenous Peoples’ Framework, and except as the Bank shall otherwise agree, shall not amend or waive any provision of said Operational Manual or any part thereof, these documents without the Bank’s prior written concurrence of the Association. 7approval. In case of any inconsistency conflict between the provisions terms of the Operational Manual said documents and those of this Agreement, the provisions terms of this Agreement shall prevail. In addition, in case of any conflict between the Project Operational Manual and the additional instructions referred to in Section IV.A.1 of this Schedule, said additional instructions shall prevail. 82. The Recipient shallBorrower, by no later than sixty (60) days until the completion of the execution of the Project, shall have competent staff in adequate numbers with qualifications and experience satisfactory to the Bank, including the following key staff: a Project coordinator, a Project coordination advisor, a procurement specialist and a financial management specialist. 3. The Borrower shall maintain, until the completion of the execution of the Project, the Management Meetings to convene at least once every semester and shall submit the minutes of said meetings to the Bank. 4. The Borrower shall furnish to the Bank on or about the Effective Date and thereafter on or about, six months and twelve months after the Effective Date, enter into Grant Agreement with at least five regular reports (5the EEP Spending Reports) Beneficiaries in form and substance satisfactory to the Association, and prepared in accordance with the provisions of the OMProject Operational Manual and the additional instructions referred to in Section IV.A.1 of this Schedule. 5. The Borrower shall furnish to the Bank on or about April 5 and October 5 each year starting on any such date after the Effective Date, a procurement report (the Procurement Plan Report) confirming that all procurement activities under the Project have been carried out in accordance with the Procurement Plan. 6. The Borrower shall: (a) have all the procurement records and documentation for each fiscal year of the Project audited, in accordance with appropriate procurement auditing principles by independent auditors acceptable to the Bank; (b) furnish to the Bank as soon as available, but in any case not later than nine months after the end of each such fiscal year, the procurement audit report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (c) furnish to the Bank such other information concerning said procurement records and documentation and the procurement audit thereof as the Bank shall from time to time reasonably request. 7. The EEPs (including civil works under the Infrastructure Transport Sector EEPs) will comply with the eligibility criteria and procedures set forth in the Project Operational Manual. 8. If, at any time, the Bank determines that any portion of the financing under the Project was used for items improperly procured in violation of Section III to this Schedule, was not used for Eligible Expenditures or, in case of the Eligible Expenditure Programs of the Project, was not supported by evidence of actual spending by the Borrower under said Eligible Expenditure Programs and/or by evidence of satisfaction of other criteria set forth in this Agreement or in the Project Operational Manual, the Borrower shall refund any such portion to the Bank as the Bank shall specify by notice to the Borrower. 9. To facilitate the carrying out of Rural Poverty Reduction Program, the Borrower shall enter into, and thereafter maintain and comply with, an agreement (the Subsidiary Agreement) with IDENE and shall make part of the proceeds of the Loan available to IDENE under terms and conditions included in the Subsidiary Agreement as approved by the Bank and in accordance with the draft Subsidiary Agreement included in the Project Operational Manual. 10. The Borrower shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Rural Poverty Reduction Program. Except as the Bank shall otherwise agree, the Borrower shall not assign, substantially amend, abrogate, waive or fail to comply with the Subsidiary Agreement or any of its provisions.

Institutional Arrangements. 1. The Recipient Borrower declares its commitment to the objectives of the Project, as described in Schedule 1 to this Agreement, and to this end shall maintain throughout carry out the duration Project, through MOH (DST/AIDS), and shall cause the States, Eligible Municipalities, and Eligible CSOs to carry out their respective activities under Part 1 of Project implementation a Steering Committee within MOH the Project, all with composition due diligence and terms of reference efficiency and in conformity with appropriate public health, administrative, fiduciary, managerial, environmental and social practices satisfactory to the AssociationBank and shall provide, promptly as needed, the funds, facilities, services and to be chaired by other resources required for their respective Parts of the Minister or Vice Minister Project, under the terms and conditions set forth in the provisions of Healththis Schedule. The SC Borrower, through MOH (DST/AIDS), shall maintain, throughout the execution of the Project, key staff in numbers and with experience and functions satisfactory to the Bank, including a Project coordinator, procurement specialists, a financial management specialist, technical experts and other personnel needed for the effective implementation of the Project. Said staff shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resourcesresponsible, and staffed with competent personnel in adequate numbers includinginter alia, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management providing fiduciary and implementation of technical assistance to the ProjectStates, Eligible Municipalities and Eligible CSOs; (ii) Project planning, reporting, monitoring, evaluation, managing administrative and coordinationfinancial resources including close supervision and monitoring of the execution of the PAMs and compliance with the DLIs; (iii) financial management and procurement aspects enabling the carrying out of the auditing of the Project including technicalaccounts, financialas well as the carrying out of reviews of procurement actions taken by the States, Eligible Municipalities and procurement auditsEligible CSOs; (iv) review and approval supervising the performance of Grant proposalsthe Independent Verification Agency; (v) technical, procurement, financial management and implementation support to central and provincial agenciespreparing the Project Reports; and (vi) ensuring compliance with the environmental safeguard aspects. 4keeping Project-related documents organized and available for Project inspection and technical audits. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable Borrower shall furnish to the AssociationBank on or about ten months, including advisors in adequate numbers sixteen months, twenty two months, twenty eight months, thirty four months, forty months, forty six months and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days fifty two months after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: regular reports (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (iiReports including the most recent Interim Unaudited Financial Reports) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and prepared in accordance with the provisions of the OMProject Operational Manual and the additional instructions referred to in Section IV.A.1 of this Schedule.

Institutional Arrangements. 1. The Recipient Project shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired implemented by the Minister or Vice Minister of HealthRecipient in coordination with the Federal Member States. The SC shall be responsible for providing strategic guidance to implementing and government agencies for To this end, the overall Project implementation and coordination.Recipient shall: 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, (a) establish by no later than two (2) deputy directorsmonths after the Effective Date, and thereafter maintain throughout Project implementation, a coordinatorProject steering committee (“Project Steering Committee”): (i) chaired by senior staff from the Prime Minister’s Office, and comprised of the Director Generals and/or Permanent Secretaries of MoF, MoPIED and FMS-MoPIEDs, as set forth in the Project Operations Manual; and (ii) vested with such powers, functions and competencies, acceptable to the Association and set forth in the Project Operations Manual, as shall be required to review and approve the investment sub-project and Annual Work Plans and Budgets, review quarterly Progress Reports and IVAs’ Project implementation assessments, provide strategic decision-making and troubleshooting, and ensure smooth federal (Recipient-FMS) inter-coordination and cooperation; and (b) maintain throughout Project implementation, a chief accountantProject implementation unit (variously the “Project Implementation Unit” or “PIU”): (i) established within MoF, co-managed with MoPIED, and led by a procurement officerProject Coordinator assisted by competent, experienced and qualified staff from MoF and MoPIED, in each case with qualifications, experience sufficient numbers and under terms of reference acceptable to the Association, as set forth in the Project Operations Manual; and (ii) vested with such powers, financial resources, functions and competencies, acceptable to the Association and set forth in the Project Operations Manual, as shall be required to: (A) coordinating all activities under the Project among all institutional stakeholders and liaising with the Association, UN agencies and other development partners; (B) carrying out the day-to-day implementation of the Project including, procurement and contract management, financial management, budgeting and planning, safeguards (ESCP) compliance and monitoring including establishing and operating grievance redress mechanism(s), quality assurance, communications, awareness and outreach, and audits and reporting; and (C) serving as secretariat for the Project Steering Committee. 32. The CPMU Prior to implementing any activities under the Project in, or for the benefit of, any Federal Member State, the Recipient shall be responsible for: cause that Federal Member States to: (a) enter into a MoU in accordance with Sub-section I.B (below) of this Schedule; and (b) establish within the respective FMS-MoPIED, and thereafter maintain throughout the period Project implementation, a state Project team (“State Project Team”): (i) overall management headed by a State Project Coordinator assisted by competent, experienced and implementation of the Project; (ii) Project planningqualified staff, reporting, monitoring, evaluation, in sufficient numbers and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors as set forth in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Operations Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. 1. The Recipient shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible forBorrower shall: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, Project through SEPLAG; and (b) cause the Rural Poverty Reduction Program under the Project to be carried out, out by IDENE; all in accordance with the Project Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waivedincluding the Procurement Plan, the provisions Environmental Management Framework, the Resettlement Framework, and the Indigenous Peoples’ Framework, and except as the Bank shall otherwise agree, shall not amend or waive any provision of said Operational Manual or any part thereof, these documents without the Bank’s prior written concurrence of the Association. 7approval. In case of any inconsistency conflict between the provisions terms of the Operational Manual said documents and those of this Agreement, the provisions terms of this Agreement shall prevail. In addition, in case of any conflict between the Project Operational Manual and the additional instructions referred to in Section IV.A.1 of this Schedule, said additional instructions shall prevail. 82. The Recipient shallBorrower, by no later than sixty (60) days until the completion of the execution of the Project, shall have competent staff in adequate numbers with qualifications and experience satisfactory to the Bank, including the following key staff: a Project coordinator, a Project coordination advisor, a procurement specialist and a financial management specialist. 3. The Borrower shall maintain, until the completion of the execution of the Project, the Management Meetings to convene at least once every semester and shall submit the minutes of said meetings to the Bank. 4. The Borrower shall furnish to the Bank on or about the Effective Date and thereafter on or about, six months and twelve months after the Effective Date, enter into Grant Agreement with at least five regular reports (5the EEP Spending Reports) Beneficiaries in form and substance satisfactory to the Association, and prepared in accordance with the provisions of the OMProject Operational Manual and the additional instructions referred to in Section IV.A.1 of this Schedule. 5. The Borrower shall furnish to the Bank on or about April 5 and October 5 each year starting on any such date after the Effective Date, a procurement report (the Procurement Plan Report) confirming that all procurement activities under the Project have been carried out in accordance with the Procurement Plan. 6. The Borrower shall: (a) have all the procurement records and documentation for each fiscal year of the Project audited, in accordance with appropriate procurement auditing principles by independent auditors acceptable to the Bank;

Institutional Arrangements. 1. The Recipient shall shall: designate the NBS with the responsibility for overall Project implementation, and ensure that NBS is maintained at all times during the implementation of the Project with mandate, staffing and resources satisfactory to the Association for the purpose of ensuring the prompt and efficient overall coordination, monitoring, reporting, evaluation and communication of Project activities; no later than December 31, 2011, establish and thereafter maintain throughout the duration period of implementation of the Project, four (4) sector statistics working groups (“SSWGs”), [one for each of the following sectors: (i) macro economic statistics; (ii) socio-demographic statistics; and (iii) enterprise and business statistics and (iv) crime and justice statistics], comprised of representatives of the statistics units of selected MDAs and their sectoral counterparts in NBS, each such group with mandate, staffing and resources satisfactory to the Association for the purpose of ensuring for the sector concerned, the prompt and efficient development of a work plan, training plan, procurement plan and sectoral output for the Project for the coming year, and to execute such plans in coordination with the TSMP coordination team (TCT); maintain within NBS throughout the period of Project implementation implementation, a Steering Committee within MOH TCT with composition adequate resources and staffing, including a TCT coordinator, a liaison officer, an experienced statistics management expert, a financial management specialist, an information technology (“IT”) specialist and a procurement specialist, all with terms of reference satisfactory reference, qualifications and experience acceptable to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance the day to implementing day management of the Project including reporting and government agencies for auditing, procurement and compliance with the overall Project implementation financial management policies and coordination. 2. The Recipient shall procedures; maintain throughout the duration period of Project implementation implementation, a joint government/DPs steering committee for the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resourcesrepresentatives from DPs, and staffed with competent personnel in adequate numbers includingkey ministries and agencies of the Recipient, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management reviewing work plans and implementation budgets of NBS and OCGS and the Projectvarious MDAs and LGAs; (ii) Project planning, reporting, monitoring, evaluation, and coordinationdiscussing sector priorities; (iii) financial management reviewing reports and procurement aspects assessments of the Project including technical, financial, performance; and procurement audits; (iv) review reviewing quarterly financial reports and approval of Grant proposalsannual audit reports; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1December 31, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU appoint an independent auditor under terms of reference and with qualifications and experience satisfactory to the Association in accordance with Section III of this Schedule for purposes of carrying out the audits required pursuant to Section II.C of this Schedule; and establish and thereafter maintain throughout the period of Project implementation until the establishment of the Executive Board of Directors, an interim national statistics steering committee (“INSSC”) comprising representatives from the MDAs and LGAs and with mandate and resources acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice policy direction on matters relating to Project implementation, endorsing work programs, procurement plans, budgets and services promoting interagency coordination, collaboration, cooperation and supporting and facilitating external evaluation in relation to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basisProject. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. The Recipient shall: 1. The Recipient shall designate the NBS with the responsibility for overall Project implementation, and ensure that NBS is maintained at all times during the implementation of the Project with mandate, staffing and resources satisfactory to the Association for the purpose of ensuring the prompt and efficient overall coordination, monitoring, reporting, evaluation and communication of Project activities; 2. no later than December 31, 2011, establish and thereafter maintain throughout the duration period of implementation of the Project, four (4) sector statistics working groups (“SSWGs”), [one for each of the following sectors: (i) macro economic statistics; (ii) socio-demographic statistics; and (iii) enterprise and business statistics and (iv) crime and justice statistics], comprised of representatives of the statistics units of selected MDAs and their sectoral counterparts in NBS, each such group with mandate, staffing and resources satisfactory to the Association for the purpose of ensuring for the sector concerned, the prompt and efficient development of a work plan, training plan, procurement plan and sectoral output for the Project for the coming year, and to execute such plans in coordination with the TSMP coordination team (TCT); 3. maintain within NBS throughout the period of Project implementation implementation, a Steering Committee within MOH TCT with composition adequate resources and staffing, including a TCT coordinator, a liaison officer, an experienced statistics management expert, a financial management specialist, an information technology (“IT”) specialist and a procurement specialist, all with terms of reference satisfactory reference, qualifications and experience acceptable to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance the day to implementing day management of the Project including reporting and government agencies for auditing, procurement and compliance with the overall Project implementation financial management policies and coordination.procedures; 24. The Recipient shall maintain throughout the duration period of Project implementation implementation, a joint government/DPs steering committee for the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resourcesrepresentatives from DPs, and staffed with competent personnel in adequate numbers includingkey ministries and agencies of the Recipient, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management reviewing work plans and implementation budgets of NBS and OCGS and the Projectvarious MDAs and LGAs; (ii) Project planning, reporting, monitoring, evaluation, and coordinationdiscussing sector priorities; (iii) financial management reviewing reports and procurement aspects assessments of the Project including technical, financial, performance; and procurement audits; (iv) review reviewing quarterly financial reports and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects.annual audit reports; 45. The Recipient shall, by no later than October 1December 31, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU appoint an independent auditor under terms of reference and with qualifications and experience satisfactory to the Association in accordance with Section III of this Schedule for purposes of carrying out the audits required pursuant to Section II.C of this Schedule; and 6. establish and thereafter maintain throughout the period of Project implementation until the establishment of the Executive Board of Directors, an interim national statistics steering committee (“INSSC”) comprising representatives from the MDAs and LGAs and with mandate and resources acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice policy direction on matters relating to Project implementation, endorsing work programs, procurement plans, budgets and services promoting interagency coordination, collaboration, cooperation and supporting and facilitating external evaluation in relation to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basisProject. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.

Institutional Arrangements. 1. The Recipient shall maintain throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management and implementation of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient Borrower shall: (a) prepare operate and adopt an maintain in MSN throughout Project implementation a coordination unit (PCU) with the functions and responsibilities set forth in the Operational Manual acceptable to Manual, including the Association, setting forth guidelines and procedures for the implementation role of the Projectvarious departments and /or units of MSN in Project execution and coordination; (b) ensure that the PCU is, including therein: (i) policiesat all times during Project implementation, procedures and requirements under the headed by a Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelinescoordinator, and procedure for Grant applications; assisted by professional (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projectsa technical specialist, as well as the basis for full or partial refund of Grants; (b) carry out the Projecta safeguards specialist, a procurement specialist, a financial management specialist, and cause an epidemiologist specialist) and administrative staff, all in numbers and with terms of reference, and qualifications and experience, acceptable to the Project to be carried out, in accordance with the Operational ManualBank; and (c) not amend, revise or waive, nor allow without limitation to be amended, revised or waived, the provisions of said Operational Manual or any part thereofparagraph (b) above, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days three months after the Effective Date, enter into Grant Agreement with at least five hire the technical, safeguards and epidemiologist specialists mentioned in said paragraph. 2. For purposes of carrying out the quarterly independent technical audits referred to in Part 3 of the Project, the Borrower shall, no later than three months after the Effective Date, hire, and thereafter maintain during the execution of the Outputs, an independent technical auditor (5) Beneficiaries in form and substance ITA), under terms of contracting satisfactory to the AssociationBank, which shall include, inter alia, ITA’s obligation to, not later than thirty calendar days after the end of each calendar quarter during Project implementation (starting with the calendar quarter in which the Effective Date falls), issue an opinion, acceptable to the Bank, on the number of Outputs delivered during the pertinent calendar quarter for purposes of recognizing the reported Outputs as Eligible Expenditures, except that the opinion to be issued on the fourth calendar quarter shall also address the reasonableness of the Unit Costs for the Outputs delivered during the pertinent calendar year). 3. The Borrower shall not later than March 30, 2010, create, and thereafter maintain throughout the Project implementation period, specific budget line entries in accordance its annual budget in order to keep track of expenditures incurred during Project implementation. 4. The Borrower shall: (a) not later than twelve months after the Effective Date and yearly thereafter, review with the Bank, the Unit Costs; and (b) immediately thereafter adjust said Unit Costs if required by the results of said reviews, all in a manner satisfactory to the Bank. 5. Without limitation to the provisions of Section I.A.4 of this Schedule, the OMBank may propose to the Borrower (or vice versa) additional reviews of the Unit Costs earlier or later than as set forth in said section, and if required by the results of any of said reviews, the Borrower shall adjust the Unit Costs, all in a manner satisfactory to the Bank.

Institutional Arrangements. 1. The Recipient shall maintain Borrower, through MoEUCC, shall, throughout the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Associationsatisfaction of the Bank, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies for the overall Project implementation and coordination. 2. The Recipient shall maintain throughout management of the duration of Project implementation the Central Project Management Unit within MOH under the direction of qualified management provided with sufficient resources, and staffed with competent personnel in adequate numbers including, among others, a Project director, two (2) deputy directors, a coordinator, a chief accountant, and a procurement officer, in each case with qualifications, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible for: (i) overall management and implementation Borrower’s Respective Parts of the Project; (ii) Project planning, reporting, monitoring, evaluation, and coordination; (iii) financial management and procurement aspects of the Project including technical, financial, and procurement audits; (iv) review and approval of Grant proposals; (v) technical, procurement, financial management and implementation support to central and provincial agencies; and (vi) ensuring compliance with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the Association, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG said responsibility shall be responsible for providing advice and services to the CPMU in matters including the review of Grant proposals, and for providing technical support to Beneficiaries on need basis. 5. The Recipient shall, by no later than forty-five (45) days after the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shallinclude: (a) prepare overseeing the overall implementation and adopt an Operational Manual acceptable to management of the Association, setting forth guidelines and procedures for the implementation Borrower’s Respective Parts of the Project, including therein: (i) policiesensuring close coordination with all relevant agencies in the preparation and implementation of the technical aspects of the related Project activities, procedures and requirements under as detailed in the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; Operations Manual (ii) guidelines and procedures for procurement consistent with the provisions of Section III of this Schedule 2, as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants“POM”); (b) carry out ensuring the proper application of the requirements, criteria, policies, procedures, and organizational arrangements of the Borrower’s Respective Parts of the Project, as set forth in this Agreement and cause detailed in the Project to be carried out, in accordance with the Operational ManualPOM; and (c) not amendpreparing, revise or waiveand furnishing to the Bank, nor allow as may be relevant, all implementation documents, including supervision reports, for the Borrower’s Respective Parts of the Project. 2. The Borrower, through MoEUCC, shall maintain throughout Project implementation the MoEUCC PIU, under its General Directorate of Construction Affairs, with terms of reference, qualified staffing, authority and budgetary resources necessary and appropriate to, in the Bank’s opinion, effectively carry out the Borrower’s Respective Parts of the Project to be amended, revised or waivedthe satisfaction of the Bank. 3. By no later than ninety (90) days following the Effective Date, the provisions of said Operational Manual Borrower shall have executed and delivered the ESMAP Grant Agreement and have fulfilled all conditions precedent to the effectiveness of, or any part thereof, without to the prior written concurrence right of the AssociationBorrower to make withdrawals under, said ESMAP Grant Agreement. 4. In furtherance of Section I.A.2 above, no later than ninety (90) days following the Effective Date, the Borrower, through MoEUCC, shall hire or assign the following, as part of the MoEUCC PIU, to support Project implementation: one (1) procurement specialist; one (1) financial management specialist; one (1) electrical engineer; one (1) environmental engineer; one (1) occupational health and safety specialist; and one (1) social specialist. 5. In carrying out Part 1 of the Project, the Borrower, through MoEUCC, shall, unless otherwise agreed to in writing by the Bank and thereafter incorporated in the POM, include in the subcontractor terms of reference a one-year O&M period to: (a) monitor the production and correct any deviations in the facilities; (b) provide capacity building to the beneficiary entities that will take over operations and maintenance responsibilities after the initial one-year period; and (c) carry out power generation verification and evaluation to verify the effectiveness and sustainability of the investments. 6. The Borrower, through MoEUCC, shall appoint representatives to, and maintain its regular participation in, the Consultative Group for Distributed Renewal Energy, which will serve to exchange lessons learned from the implementation of distributed renewable energy projects that receive government and World Bank support. 7. In case of any inconsistency between carrying out the provisions Borrower’s Respective Parts of the Operational Manual and those of this AgreementProject, the provisions of Borrower, through MoEUCC, shall ensure that: (a) all expenditures financed under this Agreement shall prevail. 8. The Recipient shallare directly incurred on account of the implementation, by no later than sixty management, and monitoring of the Borrower’s Respective Parts of the Project; and (60b) days after in the Effective Dateevent that the goods, enter into Grant Agreement consulting services, non-consulting services, Training, or Operating Costs are shared with at least five (5) Beneficiaries in form and substance satisfactory other projects or events, such expenditures are properly prorated to the Association, and in accordance with the provisions respective budgets of the OMrelevant projects and/or events.

Institutional Arrangements. 1. The Recipient Borrower shall maintain throughout vest the duration of Project implementation a Steering Committee within MOH with composition and terms of reference satisfactory to the Association, and to be chaired by the Minister or Vice Minister of Health. The SC shall be responsible for providing strategic guidance to implementing and government agencies responsibility for the overall oversight and coordination of the Project implementation and coordinationin PEPCO. 2. The Recipient Borrower shall maintain cause PEPCO to: (a) maintain, throughout the duration implementation of Project the Project, a project implementation unit, which unit shall be responsible for the Central Project Management Unit within MOH day-to-day technical, financial and procurement management and coordination of the Borrower’s Respective Parts of the Project; such unit to be provided with sufficient resources under the direction of a qualified management provided with sufficient resourcesand experienced manager, acceptable to the Bank, and staffed with competent personnel assisted by staff in adequate numbers includingnumbers, among otherswith terms of reference acceptable to the Bank; (b) hire, a Project directorby no later than December 31, two (2) deputy directors, a coordinator, a chief accountant2008, and thereafter retain throughout the project implementation, the services of a qualified and internationally experienced procurement officeradvisor, in each case with qualificationssatisfactory to the Bank, experience and under terms of reference acceptable to the Association. 3. The CPMU shall be responsible forBank, in order to: (i) overall management and implementation strengthen the capacity of the ProjectPEPCO’s procurement monitoring cell; (ii) participate in PEPCO’s and the Project planning, reporting, monitoring, evaluationImplementing Entities’ bid evaluation meetings, and coordinationassist these entities with the preparation of the bid evaluation reports; (iii) financial management submit independent reports to PEPCO and the Bank on procurement aspects of activities carried out by the Project including technical, financial, and procurement auditsImplementing Entities; (iv) review participate in the inspection of the delivery of goods and approval of Grant proposalsworks so procured; and (v) technicalprovide assistance to Project Implementing Entities for the strengthening of their procurement capacity (including the preparation of comprehensive procurement policies and guidelines); and (c) hire, procurementon an annual basis, financial management and implementation support independent external auditors satisfactory to central and provincial agencies; and (vi) ensuring compliance the Bank, with the environmental safeguard aspects. 4. The Recipient shall, by no later than October 1, 2011, establish and maintain throughout the duration of Project implementation a Technical Advisory Group within the CPMU under terms of reference acceptable to the AssociationBank, including advisors in adequate numbers and with qualifications and experience acceptable to the Association. The TAG shall be responsible for providing advice carrying out PEPCO’s annual audit and services to the CPMU in matters including audits of the review of Grant proposalsPEPCO’s Project accounts, interim un-audited financial reports and for providing technical support to Beneficiaries on need basis. 5Financial Statements. The Recipient shall, by no later than forty-five (45) days after audit reports shall include the Effective Date, retain the services of the Independent Verification Agencies for the duration of Project implementation under terms of reference acceptable to the Association and including staff with qualifications and experience acceptable to the Association. The IVAs shall be responsible for verifying the results and outcomes of Sub-Projects. 6. The Recipient shall: (a) prepare and adopt an Operational Manual acceptable to the Association, setting forth guidelines and procedures for the implementation of the Project, including therein: (i) policies, procedures and requirements under the Project in regard to financial management, flow of funds, definition of roles and responsibilities, internal control and reconciliation, record keeping, reporting and auditing; (ii) guidelines and procedures for procurement consistent independent auditor’s opinion on PEPCO’s compliance with the provisions of Section III of this Schedule 2, financial covenants and reports undertaken by the Borrower as well as the allocation of roles and responsibilities for procurement review and approval; and (iii) (A) Sub-Projects eligibility criteria; (B) guidelines, and procedure for Grant applications; (C) approval process, assessment, monitoring, and evaluation of Sub-Projects; (D) a template for Grant Agreements; (E) guidelines on procurement and financial management aspects of Sub-Projects including, inter alia, funds transfer mechanism and the basis for final verification of Sub-Projects, as well as the basis for full or partial refund of Grants; (b) carry out the Project, and cause the Project to be carried out, set forth in accordance with the Operational Manual; and (c) not amend, revise or waive, nor allow to be amended, revised or waived, the provisions of said Operational Manual or any part thereof, without the prior written concurrence of the Association. 7. In case of any inconsistency between the provisions of the Operational Manual and those of this Agreement, the provisions of this Agreement shall prevail. 8. The Recipient shall, by no later than sixty (60) days after the Effective Date, enter into Grant Agreement with at least five (5) Beneficiaries in form and substance satisfactory to the Association, and in accordance with the provisions of the OM.