Common use of MCC Clause in Contracts

MCC. (i) Notwithstanding Section 3.11 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re-Disbursements in connection therewith: (1) MCC Disbursements; (2) Each Implementation Document (including each component thereto) and any material amendments and supplements thereto; (3) Any Audit Plan; (4) Agreements (i) between the Government and MCA-Mali, (ii) between the Government, a Government Affiliate, MCA-Mali or any other Permitted Designee, on the one hand, and any Provider or Affiliate of a Provider, on the other hand, which require such MCC approval under applicable law, the Disbursement Agreement, any Governing Document, or any other Supplemental Agreement, or (iii) in which the Government, a Government Affiliate, MCA-Mali or any other Permitted Designee appoints, hires, or engages any of the following in furtherance of this Compact: (A) Auditor; (B) Reviewer; (C) Fiscal Agent; (D) Procurement Agent; (E) Bank; (F) Implementing Entity (as required under Section 3(f) of this Program Annex); and (G) A member of the Board (including any Observer), any Officer or any other key employee of MCA-Mali (including agreements involving the terms of any compensation for any such person). (Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(4) of this Program Annex and any amendments and supplements thereto, each, a “Material Agreement”); (5) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (6) Any agreement that is (A) not at arm’s length or (B) with a party related to the Government, MCA-Mali or any of their respective Affiliates; (7) Any Re-Disbursement that requires such MCC approval under applicable law, any Governing Document, or any other Supplemental Agreement (each, a “Material Re-Disbursement”); (8) Any pledge of any MCC Funding or any Program Assets, or any guarantee, directly or indirectly, of any indebtedness (each, a “Pledge”); (9) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCA-Mali (each, a “Governing Document”); (10) Any disposition, in whole or in part, liquidation, dissolution, winding up, reorganization or other change of (A) MCA-Mali, including any revocation or modification of or supplement to any Governing Document related thereto, or (B) any subsidiary or Affiliate of MCA-Mali; (11) Any change in character or location of any Permitted Account; (12) Formation or acquisition of any direct or indirect subsidiary, or other Affiliate, of MCA-Mali; (13) (A) Any change of any member of the Board (including any Observer), of the member serving as the Chair or in the composition or size of the Board, and the filling of any vacant seat of any member of the Board (including any Observer), (B) any change of any Officer or other key employee of MCA-Mali or in the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee of MCA-Mali, and (C) any material change in the composition or size of any Advisory Council; (14) Any decision by MCA-Mali to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Term; (15) Any decision to amend, supplement, replace, terminate, or otherwise change any of the foregoing; and (16) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, any Governing Document, the Disbursement Agreement, or any other Supplemental Agreement between the Parties. (ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the Board. MCC retains the right to revoke its approval of any matter, agreement, or action if MCC concludes, in its sole discretion, that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any Government Affiliate, MCA-Mali or any other Permitted Designee. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental Agreement, (2) transfer any such obligations or responsibilities of the Government, or (3) otherwise subject MCC to any liability.

MCC. (i) Notwithstanding Section 3.11 3.1 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re-Disbursements in connection therewith: (1) MCC Disbursements; (2) Each Implementation Document (including each component thereto) The Financial Plan and any material amendments and supplements thereto; (3) Any Audit Plan; (4) Agreements (i) between the Government and MCA-MaliGeorgia, (ii) between the Government, a MCA-Georgia or other Government Affiliate, MCA-Mali or any other Permitted Designee, on the one hand, and any Provider or Affiliate of a Provider, on the other hand, which require such MCC approval under applicable law, the Disbursement Governance Regulations, the Procurement Agreement, any Governing Document, Procurement Guidelines or any other Supplemental Agreement, or (iii) in which the Government, a Government Affiliate, MCA-Mali Georgia or any other Permitted Designee Government Affiliate appoints, hires, hires or engages any of the following in furtherance of this Compact: (A) Auditor; (B) ReviewerFiscal Agent; (C) Fiscal AgentBank; (D) Procurement Agent; (E) BankOutside Project Manager; (F) Implementing Entity (as required under Section 3(f) of this Program Annex)Entity; and (G) A member of the Board (including any Director, Observer), any Officer or any and/or other key employee or contractor of MCA-Mali (Georgia, including agreements involving the terms of any compensation for any such person). (Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(43(c)(i)(3) of this Program Annex and any amendments and supplements thereto, each, a “Material Agreement”); (54) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (65) Any agreement that is (Ai) not at arm’s length or (Bii) with a party related to the Government, including MCA-Mali Georgia, or any of their respective Affiliates; (76) Any Re-Disbursement that requires such MCC approval under applicable law, any Governing Document, or any other Supplemental Agreement (each, a “Material Re-Disbursement”) that requires such MCC approval under applicable law, the Governance Regulations, the Procurement Agreement, Procurement Guidelines or any Supplemental Agreement; (7) Terms of reference for the procurement of goods, services or works that require such MCC approval under applicable law, the Governance Regulations, the Procurement Agreement, Procurement Guidelines or any Supplemental Agreement (each, a “Material Terms of Reference”); (8) The Implementation Plan, including each component plan thereto, and any material amendments and supplements to the Implementation Plan or any component thereto; (9) Any pledge of any MCC Funding or any Program Assets, Assets or any guarantee, guarantee (directly or indirectly, ) of any indebtedness (each, a “Pledge”); (910) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCA-Mali Georgia, including the Governance Regulations, and any disposition (each, a “Governing Document”); (10) Any disposition, in whole or in part), liquidation, dissolution, winding up, reorganization or other change of (A) MCA-MaliGeorgia, including any revocation or modification of of, or supplement to to, any Governing Document related theretodecree, legislation, contractual arrangement or (B) any subsidiary or Affiliate of other document establishing MCA-Mali; (11) Any change in character or location of any Permitted Account; (12) Formation or acquisition of any direct or indirect subsidiaryGeorgia, or other Affiliate, of MCA-Mali; (13) (A) Any change of any member of the Board (including any Observer), of the member serving as the Chair or in the composition or size of the Board, and the filling of any vacant seat of any member of the Board (including any Observer), (B) any change of any Officer or other key employee of MCA-Mali or in the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee of MCA-Mali, and (C) any material change in the composition or size of any Advisory Council; (14) Any decision by MCA-Mali to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Term; (15) Any decision to amend, supplement, replace, terminate, or otherwise change any of the foregoing; and (16) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, any Governing Document, the Disbursement Agreement, or any other Supplemental Agreement between the Parties. (ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the Board. MCC retains the right to revoke its approval of any matter, agreement, or action if MCC concludes, in its sole discretion, that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any Government Affiliate, MCA-Mali or any other Permitted Designee. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental Agreement, (2) transfer any such obligations or responsibilities of the Government, or (3) otherwise subject MCC to any liability.or

MCC. (i) Notwithstanding Section 3.11 3.1 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re-Disbursements in connection therewith: (1) MCC Disbursements; (2) Each Implementation Document (including each component thereto) The Financial Plan and any material amendments and supplements thereto; (3) Any Audit Plan; (4) Agreements (i) between the Government and MCA-MaliArmenia, (ii) between the Government, a MCA-Armenia or other Government Affiliate, MCA-Mali or any other Permitted Designee, on the one hand, and any Provider or Affiliate of a Provider, on the other hand, which require such MCC approval under applicable law, the Disbursement AgreementGoverning Documents, any Governing Document, the Procurement Agreement or any other Supplemental Agreement, or (iii) in which the Government, a Government Affiliate, MCA-Mali Armenia or any other Permitted Designee Government Affiliate appoints, hires, hires or engages any of the following in furtherance of this Compact: (A) AuditorAuditor or Reviewer; (B) ReviewerFiscal Agent; (C) Fiscal AgentBank; (D) Procurement Agent; (E) BankOutside Project Manager; (F) Implementing Entity (as required under Section 3(f) of this Program Annex)Entity; and (G) A member of the Board (including any Director, Observer), any Officer or any officer and/or other key employee or contractor of MCA-Mali (Armenia, including agreements involving the terms of any compensation for any such person). (Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(43(c)(i)(3) of this Program Annex and any amendments and supplements thereto, each, a “Material Agreement”); (54) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (65) Any agreement that is (Ai) not at arm’s length or (Bii) with a party related to the Government, including MCA-Mali Armenia, or any of their respective Affiliates; (76) Any Re-Disbursement that requires such MCC approval under applicable law, any Governing Document, or any other Supplemental Agreement (each, a “Material Re-Disbursement”) that requires such MCC approval under applicable law, the Governing Documents, the Procurement Agreement, Procurement Guidelines or any Supplemental Agreement; (7) Terms of reference for the procurement of goods, services or works that require such MCC approval under applicable law, the Governing Documents, the Procurement Agreement, Procurement Guidelines or any Supplemental Agreement (each, a “Material Terms of Reference”); (8) The Implementation Plan, including each component plan thereto, and any material amendments and supplements to the Implementation Plan or any component thereto; (9) Any pledge of any MCC Funding or any Program Assets, Assets or any guarantee, guarantee (directly or indirectly, ) of any indebtedness (each, a “Pledge”); (910) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCA-Mali Armenia, including the Governance Agreement and the charter of MCA-Armenia (each, a the “Governing DocumentDocuments”); , and any disposition (10) Any disposition, in whole or in part), liquidation, dissolution, winding up, reorganization or other change of (A) MCA-MaliArmenia, including any revocation or modification of of, or supplement to to, any Governing Document related theretoDocument, or (B) any subsidiary or Affiliate of MCA-MaliArmenia; (11) Any change in character or location of any Permitted Account; (12) Formation or acquisition of any subsidiary (direct or indirect subsidiary, indirect) or other Affiliate, Affiliate of MCA-MaliArmenia; (13) Any (A) Any change of any member a Director, Observer, officer or other key employee or contractor of the Board (including any Observer)MCA-Armenia, of the member serving as the Chair or in the composition or size of the BoardGoverning Council, and including approval of the nominee for Chair, or (B) filling of any vacant seat of any member the Chair, a Director or an Observer or vacant position of the Board (including any Observer), (B) any change of any Officer an officer or other key employee or contractor of MCA-Mali or in the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee of MCA-Mali, and (C) any material change in the composition or size of any Advisory CouncilArmenia; (14) Any decision The management information system to be developed and maintained by the Management Unit of MCA-Mali Armenia, and any material modifications to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Termsuch system; (15) Any decision to amend, supplement, replace, terminate, terminate or otherwise change any of the foregoing; and (16) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, any the Governing DocumentDocuments, the Procurement Agreement, Procurement Guidelines, the Disbursement Agreement, or any other Supplemental Agreement between the Parties. The Chair of the Governing Council (the “Chair”) and/or the Chief Executive Officer of MCA- Armenia (the “Chief Executive Officer”) or other designated officer, as provided in applicable law and the Governing Documents, shall certify any documents or reports delivered to MCC in satisfaction of the Government’s reporting requirements under this Compact or any Supplemental Agreement between the Parties (the “Compact Reports”). (ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the BoardGoverning Council. MCC retains the right to revoke its approval of any matter, agreement, or action a matter if MCC concludes, in its sole discretion, concludes that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any Government Affiliate, MCA-Mali or any other Permitted Designee. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental Agreement, (2) transfer any such obligations or responsibilities of the Government, or (3) otherwise subject MCC to any liabilityMCA- Armenia.

MCC. (i) Notwithstanding Section 3.11 3.1 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re-Disbursements in connection therewith: (1) MCC Disbursements; (2) Each Implementation Document (including each component thereto) of the Financial Plan and any material amendments and supplements thereto; (3) Any Audit Plan; (4) Agreements (i) between the Government and MCA-MaliNicaragua, (ii) between the Government, a Government Affiliate, MCA-Mali Nicaragua or any other Permitted Designee, on the one hand, and any Provider or Affiliate of a Provider, on the other hand, (A) which require such MCC approval under applicable law, the Disbursement Procurement Agreement, the Governance Agreement, any other Governing Document, or any other Supplemental Agreement, or (iii) in which the Government, a Government Affiliate, MCA-Mali Nicaragua or any other Permitted Designee appoints, hires, hires or engages any of the following in furtherance of this Compact: (A) AuditorAuditor and Reviewer; (B) Reviewer; (C) Fiscal Agent; (C) Bank; (D) Procurement AgentAgent and Procurement Supervisor; (E) BankOutside Project Manager; (F) Implementing Entity (as required under Section 3(f) of this Program Annex)Entity; and (G) A member of the Board (including any Director, Observer), any Officer or any and/or other key employee or contractor of MCA-Mali (Nicaragua, including agreements involving the terms of any compensation for any such person). (Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(4) of this Program Annex and any amendments and supplements thereto, each, a “Material Agreement”); (5) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (6) Any agreement that is (A) not at arm’s length or (B) with a party related to the Government, MCA-Mali Nicaragua, or any of their respective Affiliates; (7) Any Re-Disbursement (each, a “Material Re-Disbursement”) that requires such MCC approval under applicable law, the Procurement Agreement, the Governance Agreement, any other Governing DocumentDocument or any other Supplemental Agreement; (8) Any terms of reference for the procurement of goods, services or works that require such MCC approval under applicable law, the Procurement Agreement, the Governance Agreement, any other Governing Document or any other Supplemental Agreement (each, a “Material Re-DisbursementTerms of Reference”); (8) 9) The Implementation Plan, including each component plan thereto, and any material amendments and supplements to the Implementation Plan or any component thereto; (10) Any pledge of any MCC Funding or any Program Assets, Assets or any guarantee, guarantee directly or indirectly, indirectly of any indebtedness (each, a “Pledge”); (911) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCA-Mali Nicaragua, including the Governance Agreement (each, a “Governing Document”); (1012) Any disposition, disposition (in whole or in part), liquidation, dissolution, winding up, reorganization or other change of (A) MCA-MaliNicaragua, including any revocation or modification of of, or supplement to to, any Governing Document related thereto, or (B) any subsidiary or Affiliate of MCA-MaliNicaragua; (1113) Any change in character or location of any Permitted Account; (1214) Formation or acquisition of any subsidiary (direct or indirect subsidiary, indirect) or other Affiliate, Affiliate of MCA-MaliNicaragua; (1315) Any (A) Any change of any member a Director, Observer, Officer or other key employee or contractor of the Board (including any Observer)MCA-Nicaragua, of the member serving as the Chair or in the composition or size of the Board, and including approval of the nominee for Chairman, or (B) filling of any vacant seat of any member the Chairman, a Director or an Observer or vacant position of the Board (including any Observer), (B) any change of any an Officer or other key employee or contractor of MCA-Mali or in Nicaragua; (16) The management information system to be developed and maintained by the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee Technical Secretariat of MCA-MaliNicaragua, and (C) any material change in the composition or size of any Advisory Councilmodifications to such system; (14) Any decision by MCA-Mali to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Term; (1517) Any decision to amend, supplement, replace, terminate, terminate or otherwise change any of the foregoing; and (1618) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, the Governance Agreement, any other Governing Document, the Procurement Agreement, the Disbursement Agreement, or any other Supplemental Agreement between the Parties. The Chairman of the Board (the “Chairman”) and/or the General Director of MCA-Nicaragua (the “General Director”) or other designated Officer, as provided in applicable law and the Governance Agreement, shall certify any documents or reports delivered to MCC in satisfaction of the Government’s reporting requirements under this Compact or any Supplemental Agreement between the Parties (the “Compact Reports”). (ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the Board. MCC retains the right to revoke its approval of any matter, agreement, agreement or action if MCC concludes, in its sole discretion, that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any Government Affiliate, MCA-Mali Nicaragua or any other Permitted Designee. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental Agreement, (2) transfer any such obligations or responsibilities of the Government, or (3) otherwise subject MCC to any liability.

MCC. (i) Notwithstanding Section 3.11 3.1 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re-Disbursements in connection therewith:: supplements thereto; (1) MCC Disbursements; (2) Each Implementation Document (including each component thereto) Detailed Financial Plan, and any material amendments and supplements thereto; (3) The Multi-Year Financial Plan and any amendments and annual (4) Any Audit Plan; (45) Agreements (i) between the Government and MCA-Mali, Cape Verde, (ii) between the Government, a Government Affiliate, MCA-Mali Cape Verde or any other Permitted Designee, Designee on the one hand, and any Provider or Affiliate of a Provider, on the other hand, (A) which require such MCC approval under applicable law, the Disbursement Procurement Agreement, the Governance Agreement, any other Governing Document, or any other Supplemental Agreement, Agreement or (iii) in which the Government, a Government Affiliate, MCA-Mali Cape Verde or any other Permitted Designee appoints, hires, or engages any of the following in furtherance of this Compact: (A) Auditor; (B) Reviewer; (C) Fiscal Agent; (D) Procurement AgentReview Commission; (E) Each Bank; (F) Outside Project Manager; (G) Implementing Entity (as required under Section 3(f) of this Program Annex)Entity; and (GH) A member of the Board (including any Steering Committee member, Observer), any Officer or any Officer, and other key employee of MCA-Mali Cape Verde (including agreements involving the terms of any compensation for any such person). (Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(43(c)(i)(5) of this Program Annex and any amendments and supplements thereto, each, a “Material Agreement”); (5) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (6) Any agreement that is (A) not at arm’s length or (B) with a party related to the Government, MCA-Mali or any of their respective Affiliates; (7) Any Re-Disbursement that requires such MCC approval under applicable law, any Governing Document, or any other Supplemental Agreement (each, a “Material Re-Disbursement”); (8) Any pledge of any MCC Funding or any Program Assets, or any guarantee, directly or indirectly, of any indebtedness (each, a “Pledge”); (9) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCA-Mali (each, a “Governing Document”); (10) Any disposition, in whole or in part, liquidation, dissolution, winding up, reorganization or other change of (A) MCA-Mali, including any revocation or modification of or supplement to any Governing Document related thereto, or (B) any subsidiary or Affiliate of MCA-Mali; (11) Any change in character or location of any Permitted Account; (12) Formation or acquisition of any direct or indirect subsidiary, or other Affiliate, of MCA-Mali; (13) (A) Any change of any member of the Board (including any Observer), of the member serving as the Chair or in the composition or size of the Board, and the filling of any vacant seat of any member of the Board (including any Observer), (B) any change of any Officer or other key employee of MCA-Mali or in the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee of MCA-Mali, and (C) any material change in the composition or size of any Advisory Council; (14) Any decision by MCA-Mali to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Term; (15) Any decision to amend, supplement, replace, terminate, or otherwise change any of the foregoing; and (16) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, any Governing Document, the Disbursement Agreement, or any other Supplemental Agreement between the Parties. (ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the Board. MCC retains the right to revoke its approval of any matter, agreement, or action if MCC concludes, in its sole discretion, that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any Government Affiliate, MCA-Mali or any other Permitted Designee. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental Agreement, (2) transfer any such obligations or responsibilities of the Government, or (3) otherwise subject MCC to any liability.

MCC. (i) Notwithstanding Section 3.11 3.1 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re-Disbursements in connection therewith: (1) MCC Disbursements; (2) Each Implementation Document (including each component thereto) The Financial Plan and any material amendments and supplements thereto; (3) Any Audit Plan; (4) Agreements (i) between the Government and MCA-MaliHonduras, (ii) between the Government, a MCA-Honduras or other Government Affiliate, MCA-Mali or any other Permitted Designee, on the one hand, and any Provider or Affiliate of a Provider, on the other hand, which require such MCC approval under applicable law, the Disbursement Governance Regulations, Procurement Agreement, any Governing Document, Procurement Guidelines or any other Supplemental Agreement, or (iii) in which the Government, a MCA- Honduras or other Government Affiliate, MCA-Mali or any other Permitted Designee Affiliate appoints, hires, hires or engages any of the following in furtherance of this Compact: (A) AuditorAuditor and Reviewer; (B) Reviewer; (C) Fiscal Agent; (C) Bank; (D) Procurement AgentAgent and Procurement Supervisor; (E) BankOutside Project Manager; (F) Implementing Entity (as required under Section 3(f) of this Program Annex)Entity; and (G) A member of the Board (including any Director, Observer), any Officer or any and/or other key employee or contractor of MCA-Mali (Honduras, including agreements involving the terms of any compensation for any such person). (Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(43(c)(i)(3) of this Program Annex and any amendments and supplements thereto, each, a “Material Agreement”); (54) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (65) Any agreement that is (Ai) not at arm’s length or (Bii) with a party related to the Government, including MCA-Mali Honduras, or any of their respective Affiliates; (76) Any Re-Disbursement that requires such MCC approval under applicable law, any Governing Document, or any other Supplemental Agreement (each, a “Material Re-Disbursement”) that requires such MCC approval under applicable law, the Governance Regulations, Procurement Agreement, Procurement Guidelines or any Supplemental Agreement; (7) Any terms of reference for the procurement of goods, services or works that require such MCC approval under applicable law, the Governance Regulations, Procurement Agreement, Procurement Guidelines or any Supplemental Agreement (each, a “Material Terms of Reference”); (8) The Implementation Plan, including each component plan thereto, and any material amendments and supplements to the Implementation Plan or any component thereto; (9) Any pledge of any MCC Funding or any Program Assets, Assets or any guarantee, guarantee directly or indirectly, indirectly of any indebtedness (each, a “Pledge”); (910) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCA-Mali Honduras, including the Governance Regulations, and any disposition (each, a “Governing Document”); (10) Any disposition, in whole or in part), liquidation, dissolution, winding up, reorganization or other change of (A) MCA-MaliHonduras, including any revocation or modification of of, or supplement to to, any Governing Document related theretodecree, legislation, contractual arrangement or other document establishing MCA-Honduras, or (B) any subsidiary or Affiliate of MCA-MaliHonduras; (11) Any change in character or location of any Permitted Account; (12) Formation or acquisition of any subsidiary (direct or indirect subsidiary, indirect) or other Affiliate, Affiliate of MCA-MaliHonduras; (13) Any (A) Any change of any member a Director, Observer, Officer or other key employee or contractor of the Board (including any Observer)MCA-Honduras, of the member serving as the Chair or in the composition or size of the Board, and including approval of the nominee for Chairman, (B) filling of any vacant seat of any member the Chairman, a Director or an Observer or vacant position of the Board (including any Observer), (B) any change of any an Officer or other key employee or contractor of MCA-Mali MCA- Honduras, or in the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee of MCA-Mali, and (C) any material change in of the composition or size Director of any Advisory Councilthe Fondo Nacional de Desarrollo Rural Sostenible (FONADERS); (14) Any decision The management information system to be developed and maintained by the PMU of MCA-Mali Honduras, and any material modifications to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Termsuch system; (15) Any decision to amend, supplement, replace, terminate, terminate or otherwise change any of the foregoing; and (16) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, any Governing Documentthe Governance Regulations, the Procurement Agreement, Procurement Guidelines, Disbursement Agreement, or any other Supplemental Agreement between the Parties. The Chairman of the Board (the “Chairman”) and/or the General Director of MCA-Honduras (the “General Director”) or other designated officer, as provided in applicable law and the Governance Regulations, shall certify any documents or reports delivered to MCC in satisfaction of the Government’s reporting requirements under this Compact or any Supplemental Agreement between the Parties (the “Compact Reports”). (ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the Board. MCC retains the right to revoke its approval of any matter, agreement, agreement or action if MCC concludes, in its sole discretion, that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any Government Affiliate, or MCA-Mali or any other Permitted DesigneeHonduras. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1i) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental AgreementCompact, (2ii) transfer any such Government obligations or responsibilities of the Governmentto MCC, or (3iii) otherwise subject MCC to any liability.