Common use of Particular Covenants Clause in Contracts

Particular Covenants. (a) GIMAR shall, and shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR HPC shall, and shall cause the PIAs IA to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment urban transport practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR HPC shall, and shall cause the PIAs IA to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR HPC and the PIAs and all obligations set forth in the Schedule to this Project AgreementIA. Section 2.02. GIMAR HPC shall, and shall cause the PIAs IA to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and HPC shall cause the PIAs to, IA to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Goods and Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Goods or Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR HPC shall, and shall cause the PIAs IA to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HPC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and HPC shall cause the PIAs to, IA to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakesHPC shall, and shall cause the PIAs to, IA to undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HPC shall, and shall maintaincause the IA to, maintain or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR HPC shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shallThe Borrower shall cause CHNG, Greengen, and shall cause the PIAs to, HTICL to carry out the Project with due diligence and efficiency, efficiency and in conformity with sound administrative, financial, engineering, construction, operation, maintenance, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment energy practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallthe Borrower shall perform, and shall or cause the PIAs toto be performed, perform all obligations set forth in the Schedule 5 to this Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this the Project Agreement. Section 2.024.02. GIMAR shallThe Borrower shall make available to HTICL, through EXIM, CHNG, and shall cause the PIAs to, make availableGreengen, promptly as neededneeded and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In Section 4.03. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the ProjectProject and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.04. The Borrower shall take all action which shall be necessary on its part to enable CHNG, GIMAR shallGreengen, and HTICL to perform its obligations under the Project Agreement, including the establishment and maintenance of tariffs as stipulated in paragraph 10 of Schedule 5 to this Loan Agreement, and shall cause not take or permit any action which would interfere with the PIAs toperformance of such obligations. (a) The Borrower shall exercise its rights under the Subsidiary Loan Agreement and shall cause: (i) EXIM to exercise its rights under the CHNG Onlending Agreement; (ii) CHNG to exercise its rights under the Greengen Onlending Agreement; and (iii) Greengen to exercise its rights under the HTICL Onlending Agreement, employ competent in such a manner as to protect the interests of the Borrower and qualified consultants ADB and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADBaccomplish the purposes of the Loan. (b) Except as ADB may otherwise agreeNo rights or obligations under the Subsidiary Loan Agreement, all Goodsthe CHNG Onlending Agreement, Works and consulting services to be financed out of the proceeds of Greengen Onlending Agreement, or the Loan HTICL Onlending Agreement shall be procured in accordance with assigned, amended, abrogated or waived without the provisions prior concurrence of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR SAPG shall, and shall cause the PIAs BCG, HCG and IAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, and environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR SAPG shall, and shall cause the PIAs BCG, HCG and IAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs SAPG, BCG, HCG, IAs and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR SAPG shall, and shall cause the PIAs BCG, HCG and IAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR SAPG shall, and shall cause the PIAs BCG, HCG and IAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory acceptable to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR SAPG shall, and shall cause the PIAs BCG, HCG and IAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR SAPG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shallSAPG, BCG, HCG and IAs shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and BBA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment bridge construction practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and BBA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementBBA. Section 2.02. GIMAR shall, and BBA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and BBA shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and BBA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules standards and construction methods specifications acceptable to ADB. GIMAR BBA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications standards and work schedulesspecifications, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Section 2.05. BBA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. BBA shall be deemed to have opted for self-insurance in the absence of any specific insurance for the Project. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and Section 2.06. BBA shall cause the PIAs to, insuremaintain, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintainmaintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR BBA shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shallGPG shall make the proceeds of the Loan available, through SMG, to CDG promptly upon terms and conditions satisfactory to ADB. Except as ADB may otherwise agree, the terms on which the proceeds of the Loan shall be made available to CDG shall include (i) commitment charge and interest at the rates identical to those applied to the Loan; (ii) the repayment period including the grace period identical to that applied to the Loan; (iii) CDG bearing the foreign exchange and interest rate variation risks; and (iv) CDG agreeing to perform all obligations set forth in the Loan Agreement and the Project Agreement, to the extent that they are applicable to CDG. (b) GPG shall cause CDG to, and shall cause the PIAs toCDG shall, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, GPG and CDG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement and the Schedule to this Project Agreement, to the extent that they are applicable to GIMAR GPG and the PIAs and all obligations set forth in the Schedule to this Project AgreementCDG. Section 2.02. GIMAR GPG shall, and shall cause the PIAs CDG to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and CDG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, CDG shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and CDG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR CDG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and CDG shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, CDG undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR GPG and CDG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial conditionconditions. Section 2.07. (a) ADB ADB, GPG and GIMAR CDG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and PGCB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment power sector development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and PGCB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementPGCB. Section 2.02. GIMAR shall, and PGCB shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land equipment and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and PGCB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and PGCB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR PGCB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and PGCB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, PGCB undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR PGCB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR PGCB shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and LLDF shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financialfinancial intermediation practices, engineeringbanking practices, loan facilitation practices, environmental and, where applicable, heating supply, gas transmission and distributionprofessional management practices, and wastewater treatment practicesunder the supervision of competent and experienced management and personnel. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and LLDF shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementLLDF. Section 2.02. GIMAR shall, and LLDF shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land equipment and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and LLDF shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and LLDF shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods in accordance to the Borrower’s Laws acceptable to ADB. GIMAR LLDF shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shall, and LLDF shall cause the PIAs to, take out and maintain with responsible insurers, or Subborrowers to make other arrangements satisfactory to ADB for, for insurance of the Project facilities facilities, to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and AJK shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment social safeguard practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and AJK shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR and the PIAs AJK, and all obligations set forth in Schedule 6 to the Financing Agreement and Schedule to this Project Agreement. (c) AJK shall ensure that each IA identifies, develops, submits for approval and implements subprojects in accordance with the provisions of the Financing Agreement and this Project Agreement. Section 2.02. GIMAR shall, and AJK shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, services equipment, land and other resources which are required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, AJK shall employ and shall cause the PIAs to, EA and each IA to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan and the Grant shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Financing Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, AJK shall ensure that the EA and each IA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR AJK shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and AJK shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, AJK undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan or the Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR AJK shall maintain, or cause the concerned PIA EA and each IA to maintain, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR AJK shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, and The Borrower shall cause the PIAs to, JPG and NMG to carry out the Project and shall cause, through JPG and NMG, each Implementing Agency to carry out their respective Components with due diligence and efficiency, efficiency and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, water supply and wastewater treatment sanitation practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallthe Borrower shall perform, and shall or cause the PIAs toto be performed, perform all obligations set forth in the Schedule 5 to this Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this the Project Agreement. Section 2.024.02. GIMAR The Borrower shall, through JPG and shall cause the PIAs toNMG make available to NCIC, make available, NDMD and NMECD promptly as neededneeded and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In Section 4.03. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the ProjectProject and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.04. The Borrower shall take all action which shall be necessary on its part to enable JPG and NMG to perform their respective obligations under the Project Agreement, GIMAR shall, including the establishment and maintenance of tariffs as stipulated in paragraph 11 of the Schedule to the Project Agreement and shall not take or permit any action which would interfere with the performance of such obligations. (a) The Borrower shall through JPG cause NMG to exercise its rights under the PIAs to, employ competent Onlending Agreement in such a manner as to protect the interests of the Borrower and qualified consultants ADB and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADBaccomplish the purposes of the Loan. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of No rights or obligations under the proceeds of the Loan Onlending Agreement shall be procured in accordance with assigned, amended, abrogated or waived without the provisions prior concurrence of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shallThe Borrower and the Association shall from time to time, and shall cause at the PIAs torequest of either party, carry exchange views on the progress achieved in carrying out the Project with due diligence Program and efficiency, and the actions specified in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practices.Schedule (b) In Prior to each such exchange of views, the Borrower shall furnish to the Association for its review and comment a report on the progress achieved in carrying out of the Project and operation of Program, in such detail as the Project facilities, GIMAR shall, and Association shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreementreasonably request. Section 2.023.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may the Association shall otherwise agree, all Goods, Works and consulting services procurement of the goods to be financed out of the proceeds of the Loan Credit shall be procured governed by the provisions of Schedule 2 to this Agreement. Section 3.03. In order to assist the Borrower in carrying out the Program, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with the provisions of Schedule 4 principles and procedures satisfactory to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between Association on the Borrower and ADB or where the terms and conditions basis of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, "Guidelines for the Use of Consultants by World Bank Borrowers and shall cause by the PIAs to, carry out World Bank as Executing Agency" published by the Project Bank in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably requestAugust 1981. (a) GIMAR shall, and The Borrower shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, maintained records and accounts adequate to identify reflect in accordance with consistently maintained sound accounting practices the Goods, Works and consulting services and other items of expenditure expenditures financed out of the proceeds of the Loan, Credit. (b) The Borrower shall: (i) have the records and accounts referred to disclose in paragraph (a) of this Section including those for the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflectSpecial Account for each fiscal year audited, in accordance with appropriate auditing principles consistently maintained sound accounting principlesapplied, its operations by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and financial conditionin such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. Section 2.07. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) ADB of this Section, records and GIMAR shall cooperate fully accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the purposes annual audits referred to in paragraph (b) of this Section and that the Loan will report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be accomplishedrelied upon to support the related withdrawals.

Particular Covenants. (a) GIMAR shall, HPG and JECC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, highway and wastewater treatment road practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, HPG and JECC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR HPG and the PIAs JECC and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, HPG and JECC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, HPG and JECC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, HPG and JECC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HPG and JECC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, HPG and JECC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, HPG and shall cause the PIAs to, JECC undertake to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR HPG and JECC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, HPG and GIMAR JECC shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR GPG, through GPCD, shall, and shall cause the PIAs GCHC to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicableroads and expressway construction, heating supply, gas transmission operation and distribution, and wastewater treatment maintenance practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR GPG, through GPCD, shall, and shall cause the PIAs GCHC to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GPG and the PIAs GCHC and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR GPG shall, and shall shall, through GPCD, cause the PIAs GCHC to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR GPG, through GPCD, shall, and shall cause the PIAs toensure that GCHC, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR GPG through GPCD shall, and shall cause the PIAs GCHC to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR GPG through GPCD shall, and shall cause GCHC to, furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and GPG through GPCD shall cause the PIAs to, GCHC to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and GPG through GPCD shall cause the PIAs to, GCHC to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR shall maintainGPG through GPCD shall, or to the extent relevant to the Project, and cause the concerned PIA to maintainGCHC to, maintain records and accounts accounts, adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR GPG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shallThe Borrower, and through FPG, shall cause the PIAs toFMG, FUVCDC and FWECDC to carry out the Project with due diligence and efficiency, efficiency and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment management practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallthe Borrower shall perform, and shall or cause the PIAs toto be performed, perform all obligations set forth in the Schedule 6 to this Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this the Project Agreement. Section 2.024.02. GIMAR The Borrower shall, through FPG and shall cause the PIAs toFMG, make availableavailable to FUVCDC and FWECDC, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In Section 4.03. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the ProjectProject and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.04. The Borrower shall take all actions which shall be necessary on its part to enable FPG, GIMAR shallFMG, FUVCDC and FWECDC to perform their respective obligations under the Project Agreement, including the establishment and maintenance of tariffs as stipulated in paragraph 8 of the Schedule to the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations. (a) The Borrower shall cause FMG, FUVCDC and FWECDC to exercise their rights under the PIAs to, employ competent Onlending Agreements in such a manner as to protect the interests of the Borrower and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADBaccomplish the purposes of the Loan. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the The Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs toFMG, carry out the Project in accordance with plans, design standards, specifications, work schedules FUVCDC and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully FWECDC to ensure that the purposes Onlending Agreements shall not be assigned, amended, abrogated or waived without the prior concurrence of the Loan will be accomplishedADB.

Particular Covenants. (a) GIMAR shall, and Punjab shall cause the PIAs to, carry out the Project TA with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, and environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practices. (b) In the carrying out of the Project and operation of the Project facilitiesTA, GIMAR shall, and Punjab shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementPunjab. Section 2.02. GIMAR shall, and Punjab shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the ProjectTA. (a) In the carrying out of the ProjectTA, GIMAR shall, and Punjab shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Punjab shall cause the PIAs to, carry out the Project TA in accordance with implementation plans, design standards, specifications, work schedules schedules, and construction methods acceptable to terms of reference agreed with ADB. GIMAR Punjab shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standardsspecifications, specifications and work schedules, terms of reference agreed with ADB, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Section 2.05. Punjab shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of facilities financed under this Loan or otherwise used in the Project facilities TA to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and Section 2.06. Punjab shall cause the PIAs to, insuremaintain, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintainmaintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the ProjectTA, to record the progress of the Project TA (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR Punjab shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, NN3PC and LHSE shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, NN3PC and LHSE shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR NN3PC and the PIAs and all obligations set forth in the Schedule to this Project AgreementLHSE. Section 2.02. GIMAR shall, NN3PC and LHSE shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, provided, however, that such terms and conditions are in accordance with those under the NN3PC Agreements, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and NN3PC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, NN3PC shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and NN3PC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADBas set forth in the Common Terms Agreement. GIMAR NN3PC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, ADB such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, all as required and in such detail as ADB shall reasonably requestaccordance with the Common Terms Agreement. Section 2.05. (a) GIMAR shall, and NN3PC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and HPG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and HPG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs HPG respectively and all obligations obligations, as applicable, set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and HPG shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and HPG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and HPG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HPG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shall, and HPG shall cause the PIAs to, each Water Company to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, GPG shall and shall cause the PIAs to, IAs to carry out the Project with due diligence and efficiency, efficiency and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission business and distribution, and wastewater treatment development practices. (b) In the carrying out of the Project and operation in the conduct of the Project facilitiesits business, GIMAR shall, GPG shall and shall cause the PIAs to, each IA to perform all the obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementAgreement that are relevant to it. Section 2.023.02. GIMAR GPG shall, and shall cause the PIAs governmental IAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project, but this requirement shall not apply to Qualified Subprojects except as specified herein or in the XXX. (a) In the carrying out of the Project, GIMAR shall, and GPG shall cause the PIAs to, governmental IAs to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB, but this does not require the government to apply ADB procurement procedures. (b) Except as ADB may otherwise agree, GPG shall cause the IAs to procure all Goods, Works and consulting services items of expenditure to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 3 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.043.04. GIMAR GPG shall, and shall cause the PIAs governmental IAs and the FIs to, carry out and to ensure that the subborrowers carry out the parts of the Project to be carried out by each of them as set out in the XXX in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR GPG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and GPG shall cause the PIAs to, governmental IAs to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, GPG undertakes to insure, or cause to be insured, the Goods to be imported by governmental agencies for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.063.06. GIMAR GPG shall maintain, require the FIs at all times to make adequate provision to protect themselves against any loss resulting from changes in the rate of exchange between the Renminbi and the currency or cause currencies in which the concerned PIA FIs’ money obligations under the Relending Agreements will have to maintain, be met. Section 3.07. GPG shall ensure that FIs only make Subloans to Qualified Subborrowers who have adequate counterpart funding and other resources which are required by such Qualified Subborrowers for the carrying out of the respective Qualified Subprojects in respect of which the Subloans are to be made. Section 3.08. GPG shall and shall require each IA to maintain records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project and of each Qualified Subproject (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.073.09. (a) ADB and GIMAR GPG shall, and GPG shall ensure that the FIs and the other IAs shall cooperate fully with each other to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and KWASA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, water supply and wastewater treatment sewerage practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and KWASA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementKWASA. Section 2.02. GIMAR shall, and KWASA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and KWASA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services Consulting Services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and KWASA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR KWASA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and KWASA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, KWASA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR KWASA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services Consulting Services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR KWASA shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and IPBC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment port operational practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and IPBC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR IPBC and the PIAs and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and IPBC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and IPBC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan Loans shall be procured in accordance with the provisions of Schedule 4 to the Special Operations Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and IPBC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR IPBC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and IPBC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, IPBC undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Loans against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR IPBC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR IPBC shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and HPG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicablehighway and road construction, heating supply, gas transmission operation and distribution, and wastewater treatment maintenance practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and HPG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR HPG and the PIAs Heilongjiang Provincial Communications Department (HPCD) and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and HPG shall cause the PIAs to, make available, promptly as needed, or, to the extent applicable, ensure prompt availability of, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the ProjectProject and in respect of those contracts financed out of the proceeds of the Loan, GIMAR shall, and HPG shall cause the PIAs to, HPCD to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and HPG shall cause the PIAs to, HPCD to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HPG shall cause HPCD to furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and HPG shall or shall cause the PIAs to, HPCD to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, HPG undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR HPG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR HPG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and KUKL shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, water supply and wastewater treatment waste water practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and KUKL shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementWUO. Section 2.02. GIMAR shall, and KUKL shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and KUKL shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and KUKL shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR KUKL shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and KUKL shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the any and all Project facilities facilities, equipment and other assets to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, KUKL undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR KUKL shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR KUKL shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and Punjab shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound applicable administrative, technical, financial, engineeringbusiness, environmental and, where applicable, heating supply, gas transmission development and distribution, and wastewater treatment operational practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and Punjab shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreement, and specifically in Schedule 5 thereto, to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementPunjab. Section 2.02. GIMAR shall, and Punjab shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and Punjab shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, Punjab shall procure all Goods, Works Works, Consulting Services and consulting services other items of expenditure to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement, respectively. ADB may refuse to finance a contract where Goods, Works or consulting services have such item of expenditure has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Punjab shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR Punjab shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Punjab shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, Punjab undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR Punjab shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services Works, Consulting Services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR Punjab shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and HCMC PC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment urban transport practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and HCMC PC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are it is applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementHCMC PC. Section 2.02. GIMAR shall, and HCMC PC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and HCMC PC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services Consulting Services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and HCMC PC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HCMC PC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and HCMC PC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, HCMC PC undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HCMC PC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services Consulting Services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR HCMC PC shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, MORD and West Bengal shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment rural roads developmental practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, MORD and West Bengal shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR MORD and the PIAs and all obligations set forth in the Schedule to this Project AgreementWest Bengal. Section 2.02. GIMAR shall, MORD and West Bengal shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, MORD and West Bengal shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Goods and Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Goods and Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, MORD and West Bengal shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to as agreed between MORD, West Bengal and ADB. GIMAR MORD and West Bengal shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shall, MORD and West Bengal shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and GoKP through KPAD shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and GoKP through KPAD shall cause the PIAs to, perform all obligations set forth in the Loan Agreement and the Grant Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementGoKP. Section 2.02. GIMAR shall, and GoKP shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, and/or Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and GoKP through KPAD shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, GoKP through KPAD shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement and/or Schedule 3 to the Grant Agreement, as might be applicable. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and GoKP through KPAD shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR GoKP through KPAD shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and GoKP through KPAD shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, GoKP through KPAD undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR GoKP through KPAD shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan and/or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR GoKP through KPAD shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, The Borrower shall comply with and shall cause the PIAs to, carry out PCBs to comply with section 6.08 of the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practicesLoan Regulations. (b) In the carrying out of the Project and operation of Project, the Project facilities, GIMAR shall, and Borrower shall cause the PIAs to, perform all the obligations set forth in the Schedule 5 to this Loan Agreement to the extent that they are applicable to GIMAR the Borrower, and cause all other obligations to be performed. Section 4.02. In addition to the PIAs reports and all obligations information set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds section 6.05 of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where GoodsRegulations, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, ADB all such plans, design standards, specifications reports and work schedules, and any material modifications subsequently made therein, in such detail information as ADB shall reasonably requestreasonable request concerning (i) the subborrowers, the subprojects and the subloans; and (ii) the administration, operations, and financial conditions of the PCBs. (a) GIMAR shallSection 4.03. The Borrower shall enable, and shall cause the PIAs toPCBs to enable, take out and maintain with responsible insurersADB’s representatives to inspect any subborrower, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insuredany subproject, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently any relevant records and documents maintained sound accounting principles, its operations and financial conditionby any PCB. Section 2.074.04. The Borrower shall promptly take all action set forth in Loan Regulations Section 6.06 and shall take all such actions as necessary to enable the PCBs to perform their obligations under the Project Agreement. The Borrower shall not take or permit any action which would interfere with the PCBs’ performance of their obligations. (a) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such a manner as to protect the interests of the Borrower and ADB and GIMAR shall cooperate fully to ensure that accomplish the purposes of the Loan. (b) No rights or obligations under the Subsidiary Loan will Agreement shall be accomplishedassigned, amended, or waived without the prior concurrence of ADB. Section 4.06. The Borrower shall (i) maintain separate accounts for the Project; (ii) ensure that accounts and related financial statements are audited annually in accordance with appropriate auditing standards consistently applied by auditors acceptable to ADB, and (iii) submit certified copies of the audited accounts and financial statements in English to ADB within nine months after the end of each fiscal year.

Particular Covenants. (a) GIMAR Wherever in this Project Agreement any acts or obligations are stipulated to be carried out or performed by YPCD or WKEC, the primary obligation to carry out such acts or perform such obligations shall be that of or deemed to be assumed by YPG. For this purpose YPG shall, through YPCD or WKEC, or otherwise ensure that YPCD or WKEC, perform such acts or obligations. (b) YPCD and WKEC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicableroads and expressway construction, heating supply, gas transmission operation and distribution, and wastewater treatment maintenance practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, YPCD and WKEC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR YPCD and the PIAs WKEC, respectively, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, YPCD and WKEC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, YPCD and WKEC shall cause the PIAs to, employ competent and qualified consultants and contractors, contractors acceptable to ADB, ADB to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, YPCD and WKEC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules schedules, and construction methods acceptable to ADB. GIMAR YPCD and WKEC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, YPCD and WKEC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, YPCD and shall cause the PIAs to, WKEC undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR YPCD and WKEC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services services, and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, YPCD and GIMAR WKEC shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shallGPG shall make the proceeds of the Loan available to BMG promptly upon terms and conditions satisfactory to ADB. Except as ADB may otherwise agree, the terms on which the proceeds of the Loan shall be made available to BMG shall include (i) commitment charge and interest at the same rate as that of the Loan; (ii) the same principal repayment period and grace period as that of the Loan; (iii) BMG bearing the foreign exchange and interest rate variation risks; and (iv) BMG agreeing to perform all obligations set forth in the Loan Agreement and the Project Agreement, to the extent that they are applicable to BMG. (b) GPG and BMG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, GPG and BMG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs BMG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, GPG and BMG shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and BMG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, BMG shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and BMG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR BMG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and BMG shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and BMG shall cause the PIAs to, undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR GPG and BMG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, GPG and GIMAR BMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and DABS shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment public utility practices. (b) In the carrying out of implementing the Project and operation of operating the Project facilities, GIMAR shall, and DABS shall cause the PIAs to, perform all obligations set forth in the Loan Grant Agreement to the extent that they are applicable to GIMAR and the PIAs DABS and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and DABS shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land land, and other resources which are required, in addition to the proceeds of the LoanGrant, for the carrying out implementation of the ProjectProject and the operation and maintenance of the Project facilities. (a) In the carrying out of implementing the Project, GIMAR shall, and DABS shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works Works, and consulting services to be financed out of the proceeds of the Loan Grant shall be procured in accordance with the provisions of Schedule 4 3 to the Loan Grant Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and DABS shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR DABS shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and DABS shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, DABS undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR DABS shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and Works, consulting services services, and other items of expenditure financed out of the proceeds of the LoanGrant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR DABS shall cooperate fully to ensure that the purposes of the Loan Grant will be accomplished.

Particular Covenants. (a) GIMAR shallGPG, ZCG and EHC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionenvironmental, and wastewater treatment hydropower practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallGPG, ZCG and EHC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GPG, ZCG and the PIAs EHC and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shallGPG, ZCG and EHC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and EHC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and EHC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR EHC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and EHC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, EHC undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR EHC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR GPG, ZCG and EHC shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR APG shall make the proceeds of the Loan available to HMG promptly and upon terms and conditions acceptable to ADB. Except as ADB may otherwise agree, the terms for making the proceeds of the Loan available to HMG shall include (i) interest at the rate identical to that of the Loan; (ii) a repayment period including a grace period identical to those of the Loan; (iii) HMG bearing the foreign exchange and interest rate variation risks; and (iv) HMG performing all obligations applicable to it in this Project Agreement. (b) HMG shall, and shall cause the PIAs to, IAs to carry out the Project with due diligence and efficiency, and in conformity with sound administrativetechnical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (bc) In the carrying out of the Project and operation operating of the Project facilities, GIMAR HMG shall, and shall cause the PIAs IAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR HMG and the PIAs each IA, and all obligations set forth in the Schedule to this Project AgreementAgreement including its Schedules. Section 2.02. GIMAR HMG shall, and shall cause the PIAs IAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying to carry out of the Project. (a) In the carrying out of the Project, GIMAR HMG shall, and shall cause the PIAs IAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works Works, and consulting services Consulting Services and other expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR HMG shall, and shall cause the PIAs IAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HMG shall, and shall cause the IAs to, furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR HMG shall, and shall cause the PIAs IAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakesHMG shall, and shall cause the PIAs IAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HMG shall, and shall cause the IAs to, maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR HMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.. HMG shall, and shall cause each IA to, cooperate fully with ADB to ensure that the purposes of the Loan will be accomplished

Particular Covenants. (a) GIMAR shall, and shall shall, through HMG, cause the PIAs HCDIO and HCHC to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and shall shall, through HMG, cause the PIAs HCDIO and HCHC to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GIMAR, HCDIO and the PIAs HCHC, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and shall shall, through HMG, cause the PIAs HCDIO and HCHC to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, through HMG, cause HCDIO and shall cause the PIAs to, HCHC to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, GIMAR shall, through HMG, cause HCDIO and HCHC to procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, through HMG, cause HCDIO and shall cause the PIAs to, HCHC to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall shall, through HMG, cause HCDIO and HCHC to furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, through HMG, cause HCDIO and shall cause the PIAs to, HCHC to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakesshall, through HMG, cause HCDIO and shall cause the PIAs to, HCHC to undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall shall, and shall, through HMG, cause HCDIO and HCHC to, maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall shall, and GIMAR shall, through HMG, cause HCDIO and HCHC to, cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and XUARG shall cause the PIAs to, IAs to perform the obligations and perform the undertakings as required in this Project Agreement. (b) XUARG shall carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionenvironmental, and wastewater treatment urban transport practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shallXUARG, and each IA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and XUARG, the PIAs concerned IA and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, XUARG and each IA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and the IAs shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory acceptable to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory acceptable to ADB. Section 2.04. GIMAR shall, and Each IA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADBas agreed between ADB and XUARG. GIMAR Each IA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, Each IA shall make insurance arrangements in accordance with the relevant regulations of the Borrower and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory acceptable to ADB for, for insurance of the Project facilities facility to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, each IA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR Each IA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR XUARG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and Uzbekenergo shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and Uzbekenergo shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs Uzbekenergo, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and Uzbekenergo shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and Uzbekenergo shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, Uzbekenergo shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Uzbekenergo shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR Uzbekenergo shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Uzbekenergo shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, Uzbekenergo undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR Uzbekenergo shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR Uzbekenergo shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and The State through the EA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment urban development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and the State through the EA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementState. Section 2.02. GIMAR shall, and The State shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and the State shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallThe State through the EA, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR The State through the EA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shallThe State through the EA, and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities facilities, to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakesthe State through the EA shall undertake, and shall cause the PIAs to, to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR The State through the EA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR the State through the EA shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and JMBA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment bridge construction practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and JMBA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementJMBA. Section 2.02. GIMAR shall, and JMBA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and JMBA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and JMBA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules standards and construction methods specifications acceptable to ADB. GIMAR JMBA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications standards and work schedulesspecifications, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Section 2.05. JMBA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and Section 2.06. JMBA shall cause the PIAs to, insuremaintain, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintainmaintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR JMBA shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and UTY shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and UTY shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs UTY, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and UTY shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and UTY shall cause the PIAs to, employ competent and qualified consultants and contractorscontractors (including own resources), acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, UTY shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and UTY shall cause the PIAs to, carry out ensure that the Project is carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. GIMAR UTY shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shallUTY shall ensure provision of, and shall cause the PIAs to, or take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and NPC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, road construction and wastewater treatment management practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NPC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementNPC. Section 2.02. GIMAR shall, and NPC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Special Operations Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and NPC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Special Operations Loan shall be procured in accordance with the provisions of Schedule 4 to the Special Operations Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallNPC, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NPC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and NPC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, NPC undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Special Operations Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR NPC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Special Operations Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NPC shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and The City Corporations shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, urban public and environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment health practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and the City Corporations shall cause the PIAs to, perform all obligations set forth in the Project Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementCity Corporations. Section 2.02. GIMAR shall, and The City Corporations shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and the City Corporations shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Project Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and The City Corporations shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR The City Corporations shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and The City Corporations shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, City Corporations undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR The City Corporations shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR the City Corporations shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and Barki Tojik shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionenvironmental, and wastewater treatment public utility practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and Barki Tojik shall cause the PIAs to, perform all obligations set forth in the Loan Grant Agreement to the extent that they are applicable to GIMAR and the PIAs Barki Tojik and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and Barki Tojik shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the LoanGrant, for the carrying out of the ProjectProject and the operation and maintenance of the Project facilities. (a) In the carrying out of the Project, GIMAR shall, and Barki Tojik shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services Consulting Services to be financed out of the proceeds of the Loan Grant shall be procured in accordance with the provisions of Schedule 4 3 to the Loan Grant Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Barki Tojik shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR Barki Tojik shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Barki Tojik shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, Barki Tojik undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR Barki Tojik shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure Consulting Services financed out of the proceeds of the LoanGrant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR Barki Tojik shall cooperate fully to ensure that the purposes of the Loan Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, and SAWACO shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicable, heating supply, gas transmission social safeguards and distribution, and wastewater treatment energy practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and SAWACO shall cause the PIAs to, perform all obligations set forth in the Loan Grant Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementSAWACO. Section 2.02. GIMAR shall, and SAWACO shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, services equipment, land and other resources which are required, in addition to the proceeds of the LoanGrant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and SAWACO shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works Goods and consulting services Consulting Services to be financed out of the proceeds of the Loan Grant shall be procured in accordance with the provisions of Schedule 4 3 to the Loan Grant Agreement. ADB may refuse to finance a contract where Goods, Works Goods or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and SAWACO shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR SAWACO shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and SAWACO shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, SAWACO undertakes to insure, or cause to be insured, the Goods and Consulting Services to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such GoodsGoods and Consulting Services. Section 2.06. GIMAR SAWACO shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works Goods and consulting services and other items of expenditure Consulting Services financed out of the proceeds of the LoanGrant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR SAWACO shall cooperate fully to ensure that the purposes of the Loan Grant will be accomplished.

Particular Covenants. (a) GIMAR shallJPG shall make the proceeds available to FMG through the onlending agreement upon terms and conditions acceptable to ADB. Except as ADB may otherwise agree, the terms for the proceeds of the Loan made available to FMG shall include (i) commitment charge and interest at the rates identical to those applied to the Loan; (ii) a repayment period including a grace period identical to those applied to the Loan; and (iii) FMG bearing the foreign exchange and interest rate variation risks of the proceeds of the Loan made available thereto. (b) FMG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, JPG and FMG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR JPG and the PIAs FMG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and FMG shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and FMG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, FMG shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and FMG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR FMG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and FMG shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, FMG undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR FMG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, JPG and GIMAR FMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shallThe Borrower shall cause GIMAR, and shall cause ensure that GIMAR causes the PIAs toPIAs, to carry out the Project with due diligence and efficiency, efficiency and in conformity with sound administrative, financial, engineering, environmental and, where applicableenvironmental, heating supply, and gas transmission and distribution, and wastewater treatment distribution practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallthe Borrower shall perform, and shall or cause the PIAs toto be performed, perform all obligations set forth in the Schedule 5 to this Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this the Project Agreement. Section 2.024.02. GIMAR shallThe Borrower shall make available to GIMAR, and shall cause through GIMAR, the PIAs to, make availableParticipating Municipal Governments and/or the County Governments to each concerned PIA, promptly as neededneeded and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In Section 4.03. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project, Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.04. The Borrower shall take all actions which shall be necessary on its part to enable GIMAR shallto perform its obligations under the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations. (a) The Borrower shall cause GIMAR to exercise its rights under the Subsidiary Loan Agreement in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. The Borrower shall cause GIMAR to ensure that the Participating Municipal Governments, County Governments and PIAs toexercise their respective rights under the Municipality Onlending Agreements, employ competent the County Onlending Agreements and qualified consultants the PIA Onlending Agreements, respectively, in each case, in such a manner as to protect the interests of the Borrower and contractors, acceptable ADB and to ADB, to an extent and upon terms and conditions satisfactory to ADBaccomplish the purposes of the Loan. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the The Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that no rights or obligations under the purposes Subsidiary Loan Agreement, and the Onlending Agreements shall be assigned, amended, abrogated or waived without the prior concurrence of the Loan will be accomplishedADB.

Particular Covenants. (a) GIMAR shall, and PGCB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and PGCB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementPGCB. Section 2.02. GIMAR shall, and PGCB shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and PGCB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan Loans shall be procured in accordance with the provisions of Schedule 4 to the Initial Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and PGCB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules schedules, and construction methods acceptable to ADB. GIMAR PGCB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and PGCB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, PGCB undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR PGCB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR PGCB shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and NHAI shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment highway development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NHAI shall cause the PIAs to, perform all obligations set forth in the Loan Agreement (Supplementary) to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementNHAI. Section 2.02. GIMAR shall, and NHAI shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and NHAI shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan AgreementAgreement (Supplementary). ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and NHAI shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NHAI shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and NHAI shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, NHAI undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR NHAI shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NHAI shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and NEA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, business, engineering, environmental and, where applicable, heating supply, gas transmission energy and distribution, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NEA shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementNEA. Section 2.02. GIMAR shall, and NEA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoan and the Grants, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and NEA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, NEA shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured and the Grants in accordance with the provisions of Schedule 4 to the Loan Financing Agreement and Schedule 2 to the Norway Grant Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and NEA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NEA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and NEA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, NEA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan or the Grants against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR NEA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan or the Grants, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NEA shall cooperate fully to ensure that the purposes of the Loan and the Grants will be accomplished.

Particular Covenants. (a) GIMAR shall, and BWDB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and BWDB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement and in the Schedule thereto, to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementBWDB. Section 2.02. GIMAR shall, and BWDB shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and BWDB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, BWDB shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured and the Grant in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and BWDB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR BWDB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and BWDB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, BWDB undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR BWDB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan and/or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR BWDB shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, and NEA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicable, heating supply, gas transmission social safeguards and distribution, and wastewater treatment energy practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NEA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementNEA. Section 2.02. GIMAR shall, and NEA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and NEA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and NEA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NEA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and NEA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, NEA undertakes to insure, or cause to be insured, the Goods Goods, Works and consulting services to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods, Works and consulting services. Section 2.06. GIMAR NEA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NEA shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, APSCL and BPDB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment power sector practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, APSCL and BPDB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR APSCL and the PIAs and all obligations set forth in the Schedule to this Project AgreementBPDB. Section 2.02. GIMAR shall, APSCL and BPDB shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, APSCL and BPDB shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services Consulting Services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, APSCL and BPDB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules standards and construction methods specifications acceptable to ADB. GIMAR APSCL and BPDB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications standards and work schedulesspecifications, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, APSCL and BPDB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. APSCL and BPDB shall be deemed to have opted for self- insurance in the absence of any specific insurance for the Project. (b) Without limiting the generality of the foregoing, GIMAR undertakes, APSCL and shall cause the PIAs to, BPDB undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR APSCL and BPDB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial condition. Section 2.07. (a) ADB ADB, APSCL and GIMAR BPDB shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR HPG and HMG shall, and shall cause the PIAs Project Implementing Agencies and the Project Implementation Units to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment practicesdevelopment practices and in accordance with this Project Agreement and the XXX. (b) In the carrying out of the Project and operation of operating the Project facilities, GIMAR shall, HPG and HMG shall perform or cause to be performed by the PIAs to, perform Project Implementing Agencies and the Project Implementation Units all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR HPG and HMG, the Project Implementing Agencies and the PIAs Project Implementation Units, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR HPG and HMG shall, and shall cause the PIAs Project Implementing Agencies and the Project Implementation Units to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and HMG shall cause the PIAs Project Implementing Agencies and the Project Implementation Units to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory acceptable to ADB. (b) Except as ADB may otherwise agree, HMG shall, and shall cause the Project Implementing Agencies and the Project Implementation Units to, procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of paragraph 2 of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory acceptable to ADB. (c) HMG shall engage a procurement agent to carry out the Project in accordance with the terms and conditions set forth in the Procurement Plan. HMG shall ensure that such procurement agent follows all of the requirements of the Loan Agreement, this Project Agreement and the Procurement Plan. Section 2.04. GIMAR HMG shall, and shall cause the PIAs Project Implementing Agencies and the Project Implementation Units to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HMG shall, and shall cause the Project Implementing Agencies and the Project Implementation Units to, furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and HMG shall cause the PIAs to, Project Implementing Agencies and the Project Implementation Units to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, HMG undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HMG shall maintain, or cause the concerned PIA Project Implementing Agencies and the Project Implementation Units to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, HPG and GIMAR HMG shall, and HPG and HMG shall cause the Project Implementing Agencies and the Project Implementation Units to, cooperate fully to ensure that the purposes of the Loan will shall be accomplished.

Particular Covenants. (a) GIMAR shallKVWSMB, MWSDB and KUKL shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallKVWSMB, MWSDB and KUKL shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR KVWSMB, MWSDB and the PIAs and all obligations set forth in the Schedule to this Project AgreementKUKL. Section 2.02. GIMAR shallKVWSMB, MWSDB and KUKL shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shallKVWSMB, MWSDB and KUKL shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, KVWSMB, MWSDB and KUKL shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallKVWSMB, MWSDB and KUKL shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR KVWSMB, MWSDB and KUKL shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shallKVWSMB, MWSDB and KUKL shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakesKVWSMB, MWSDB and shall cause the PIAs to, KUKL undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR KVWSMB, MWSDB and KUKL shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR KVWSMB, MWSDB and KUKL shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, PEPCO shall carry out the Support Project and shall cause the PIAs to, DISCO to carry out the Investment Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment social safeguard practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and PEPCO shall cause the PIAs to, perform all obligations set forth in each of the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs PEPCO and all its obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and PEPCO shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Support Project. (a) In the carrying out of the Support Project, GIMAR shall, and PEPCO shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Special Operations Loan shall be procured in accordance with the provisions of Schedule 4 to the each of this Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallPEPCO shall carry out, and shall and/or cause the PIAs toto be carried out, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR PEPCO shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and PEPCO shall cause insurance of the PIAs to, take Goods to be taken out and maintain maintained with responsible insurers, or make other arrangements satisfactory to ADB for, to be made for insurance of the Project facilities Goods, to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and PEPCO shall cause the PIAs to, insure, or cause DISCO to be insured, undertake to ensure the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Ordinary Operations Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR PEPCO shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR PEPCO shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and CMC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment public utility practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and CMC shall cause the PIAs to, perform all obligations set forth in each of the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementCMC. Section 2.02. GIMAR shall, and CMC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and CMC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan Loans shall be procured in accordance with the provisions of Schedule 4 to the their respective Loan AgreementAgreements. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and CMC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR CMC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and CMC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, CMC undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Loans against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR CMC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR CMC shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and NWSDB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NWSDB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementNWSDB. Section 2.02. GIMAR shall, and NWSDB shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and NWSDB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, NWSDB shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured Loans in accordance with the provisions of Schedule 4 3 to the Special Operations Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and NWSDB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NWSDB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and NWSDB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, NWSDB undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR NWSDB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NWSDB shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and IESCO shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment social safeguard practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and IESCO shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR IESCO. (c) IESCO shall identify, develop, submit for approval and implement subprojects in accordance with the PIAs provisions of the Financing Agreement and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and IESCO shall cause the PIAs to, make available, promptly as needed, the counterpart funds, facilities, services, services equipment, land and other resources which are required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and IESCO shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan and the Grant shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Financing Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and IESCO shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR IESCO shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and IESCO shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, IESCO undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan or the Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR IESCO shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR IESCO shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shallThe Borrower and the Association shall from time to time, and shall cause at the PIAs torequest of either party, carry exchange views on the progress achieved in carrying out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practicesProgram. (b) In Prior to each such exchange of views, the Borrower shall furnish to the Association for its review and comment a report on the progress achieved in carrying out of the Project and operation of Program, in such detail as the Project facilities, GIMAR shall, and Association shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreementreasonably request. Section 2.023.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may the Association shall otherwise agree, all Goods, Works and consulting services procurement of the goods to be financed out of the proceeds of the Loan Credit shall be procured governed by the provisions of Schedule 2 to this Agreement. Section 3.03. The Borrower shall carry out studies for the execution of the Program. To that end, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with the provisions of Schedule 4 principles and procedures satisfactory to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between Association on the Borrower and ADB or where the terms and conditions basis of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, "Guidelines for the Use of Consultants by World Bank Borrowers and shall cause by the PIAs to, carry out World Bank as Executing Agency" published by the Project Bank in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably requestAugust 1981. (a) GIMAR shall, and The Borrower shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, maintained records and accounts adequate to identify reflect in accordance with consistently maintained sound accounting practices the Goods, Works and consulting services and other items of expenditure expenditures financed out of the proceeds of the Loan, Credit. (b) The Borrower shall: (i) have the records and accounts referred to disclose in paragraph (a) of this Section including those for the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflectSpecial Account for each fiscal year audited, in accordance with appropriate auditing principles consistently maintained sound accounting principlesapplied, its operations by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available|, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and financial conditionin such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. Section 2.07. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) ADB of this Section, records and GIMAR shall cooperate fully accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; and (iii) enable the Association’s representatives to examine such records; (iv) ensure that such records and accounts are included in the purposes annual audits referred to in paragraph (b) of this Section and that the Loan will report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be accomplishedrelied upon to support the related withdrawals.

Particular Covenants. (a) GIMAR shallUJSC, TST and PCU shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallUJSC, TST, and PCU shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR UJSC, TST and the PIAs PCU, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shallUJSC, TST and PCU shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shallUJSC, TST and PCU shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, UJSC, TST and PCU shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallUJSC, TST and PCU shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR UJSC, TST and PCU shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shall, and TST shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, Each of Sindh and CDGK shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment project management practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, each of Sindh and CDGK shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreementeach of them. Section 2.02. GIMAR shall, Each of Sindh and CDGK shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, each of Sindh and CDGK shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, Each of Sindh and CDGK shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, and work schedules and construction methods acceptable to ADB. GIMAR Each of Sindh and CDGK shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, Each of Sindh and CDGK shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, each of Sindh and shall cause the PIAs to, CDGK undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project (if any) and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR Each of Sindh and CDGK shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR each of Sindh and CDGK shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, NHARG shall and shall cause the PIAs each Implementing Agency to, and NARC shall and shall cause each Participating NARC Entity to carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NHARG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR NHARG, and the PIAs NHARG shall cause each Implementing Agency to, and NARC shall cause each Participating NARC Entity to perform all obligations set forth in the Loan Agreement and the Schedule to this Project AgreementAgreement to the extent they are applicable to the Implementing Agencies and the Participating NARC Entities. Section 2.02. GIMAR shall, and NHARG shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, NHARG shall and shall cause the PIAs to, each Implementing Agency and each Participating NARC Entity to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, NHARG shall and shall cause each Implementing Agency and each Participating NARC Entity to procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, NHARG shall and shall cause the PIAs to, each Implementing Agency and each Participating NARC Entity to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NHARG shall and shall cause each Implementing Agency and each Participating NARC Entity to furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, NHARG shall and shall cause the PIAs to, each Implementing Agency and each Participating NARC Entity to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, NHARG shall and shall cause the PIAs to, each Implementing Agency and each Participating NARC Entity to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR NHARG shall and shall cause each Implementing Agency and each Participating NARC Entity to maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NHARG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR YPG and KMG shall, and shall cause the PIAs KWSG to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment water supply practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR YPG and KMG shall, and shall cause the PIAs KWSG to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR YPG, KMG and the PIAs KWSG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR YPG and KMG shall, and shall cause the PIAs KWSG to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR KMG shall, and shall cause the PIAs KWSG to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR KMG shall, and shall cause the PIAs KWSG to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR KMG shall furnish, or cause KWSG to be furnished, furnish to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR KMG shall, and shall cause the PIAs KWSG to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and KMG shall cause the PIAs to, KWSG to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR KMG shall cause KWSG to maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, YPG and GIMAR KMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and PESCO shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment social safeguard practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and PESCO shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR PESCO. (c) PESCO shall identify, develop, submit for approval and implement subprojects in accordance with the PIAs provisions of the Financing Agreement and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and PESCO shall cause the PIAs to, make available, promptly as needed, the counterpart funds, facilities, services, services equipment, land and other resources which are required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and PESCO shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan and the Grant shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Financing Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and PESCO shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR PESCO shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and PESCO shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, PESCO undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan or the Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR PESCO shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR PESCO shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, GZARG and BMG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallGZARG and BMG shall perform, and shall cause the PIAs toBDIG to perform, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GZARG, BMG and the PIAs BDIG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, GZARG and BMG shall cause the PIAs to, make available, promptly as neededneeded and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, BMG shall employ and shall cause the PIAs to, BDIG to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, BMG shall procure and shall cause BDIG to procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, BMG shall carry out the Project and shall cause the PIAs to, BDIG to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR BMG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, BMG shall and shall cause the PIAs to, BDIG to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, BMG undertakes to and shall to cause the PIAs to, BDIG to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR GZARG and BMG shall and shall cause BDIG to maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, GZARG, BMG and GIMAR BDIG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR YPG and CPG shall, and shall cause the PIAs Project Implementing Agencies to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR YPG and CPG shall, and shall cause the PIAs Project Implementing Agencies to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR YPG, CPG and the PIAs Project Implementing Agencies, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR YPG and CPG shall, and shall cause the PIAs Project Implementing Agencies to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and CPG shall cause the PIAs to, Project Implementing Agencies to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, CPG shall cause the Project Implementing Agencies to procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR CPG shall, and shall cause the PIAs Project Implementing Agencies to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR CPG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and CPG shall cause the PIAs to, Project Implementing Agencies to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, CPG undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR CPG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, YPG and GIMAR CPG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR JPG and JMG shall, and shall cause the PIAs Project Implementing Agency to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR JPG and JMG shall, and shall cause the PIAs Project Implementing Agency to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR JPG, JMG and the PIAs Project Implementing Agency, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR JPG and JMG shall, and shall cause the PIAs Project Implementing Agency to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and JMG shall cause the PIAs to, Project Implementing Agency to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, JMG shall cause the Project Implementing Agency to procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR JMG shall, and shall cause the PIAs Project Implementing Agency to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR JMG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and JMG shall cause the PIAs to, Project Implementing Agency to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, JMG undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR JMG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, JPG and GIMAR JMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, The QMG and JCG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment public utility practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, QMG and JCG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR QMG and the PIAs JCG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, QMG and JCG shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and JCG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and JCG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR JCG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and JCG shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, JCG undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR JCG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, QMG and GIMAR JCG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. Section 2.01. (a) GIMAR shallGZARG, WMG and Dongtai shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicablegeohazard prevention, heating supply, gas transmission and distributionurban roads, and wastewater treatment urban facility development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallGZARG, WMG and Dongtai shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GZARG, WMG and the PIAs Dongtai and all obligations set forth in the Schedule to this Project Agreement. In addition, WMG shall ensure that the obligations or responsibilities attributed to, or specified to be undertaken by Dongtai, are duly performed or undertaken by Dongtai as specified in this Project Agreement. Section 2.02. GIMAR shallGZARG, WMG and Dongtai shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shallGZARG, WMG and Dongtai shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallGZARG, WMG and Dongtai shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR WMG and Dongtai shall furnish, or cause to be furnished, to ADBADB and GZARG, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Dongtai shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities facility to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, Dongtai undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, XUARG shall and shall cause the PIAs toIAs and PIUs, to carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and XUARG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs XUARG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and XUARG shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR XUARG shall, and shall cause the PIAs IAs and PIUs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, XUARG shall and shall cause the IAs and PIUs to procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, XUARG shall and shall cause the PIAs to, IAs and PIUs to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR XUARG shall, and shall cause the IAs to furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and XUARG shall cause the PIAs toIAs and PIUs, to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and XUARG shall cause the PIAs to, IAs and PIUs to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR XUARG shall cause the IAs and PIUs, to maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR XUARG shall, and XUARG shall cause the IAs and PIUs to, cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and BWDB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and BWDB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement the Schedule thereto, and the Grant Agreement, to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementBWDB. Section 2.02. GIMAR shall, and BWDB shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and BWDB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, BWDB shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured and the Grant in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and BWDB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR BWDB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and BWDB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, BWDB undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR BWDB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan and/or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR BWDB shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, and SPG shall cause the PIAs to, Subproject Cities and Counties and IAs to perform the obligations and perform the undertakings as required in this Project Agreement. (b) SPG and each IA shall carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicableurban (urban road, heating river improvement or area upgrading) and social (education) development, and public facility (wastewater, water supply, gas transmission and distributionsupply, heating, and wastewater treatment solid waste management) practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, SPG and each IA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR SPG and the PIAs concerned IA and all obligations set forth in the Schedule to this Project Agreement and, where applicable, in the Onlending Agreement. Section 2.02. GIMAR shall, SPG and the concerned IA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and each IA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Each IA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR SPG and each IA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shallSPG, and each concerned Local Government or each IA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities facility to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, concerned IA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR Each IA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR SPG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR SPG through SPCD shall, and shall cause the PIAs SDEC to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicableroads and expressway construction, heating supply, gas transmission operation and distribution, and wastewater treatment maintenance practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR SPG through SPCD shall, and shall cause the PIAs SDEC to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs SPG and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and SPG through SPCD shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR SPG through SPCD shall, and shall cause the PIAs SDEC to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR SPG through SPCD shall, and shall cause the PIAs SDEC to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnishSPG through SPCD shall, or shall cause to be furnishedSDEC to, furnish, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR SPG through SPCD shall, and shall cause the PIAs SDEC to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and SPG shall cause the PIAs to, SPCD and SDEC to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR SPG through SPCD shall maintaincause SDEC to, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR SPG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, YPG and PMG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, YPG and PMG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR YPG and the PIAs PMG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR YPG shall, and or shall cause the PIAs PMG to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shallYPG shall cause PMG to, and shall cause the PIAs toPMG shall, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, YPG shall cause PMG to, and PMG shall, procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallYPG shall cause PMG to, and shall cause the PIAs toPMG shall, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR YPG and PMG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shallSection 2.05. YPG shall cause PMG to, and shall cause the PIAs toPMG shall, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, Section 2.06. YPG and PMG shall cause the PIAs to, insuremaintain, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintainmaintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR YPG and PMG shall cooperate fully to ensure that the purposes of the Loan will shall be accomplished.

Particular Covenants. (a) GIMAR GZARG shall, and shall cause the PIAs Project Agencies to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment practicesdevelopment practices and in accordance with this Project Agreement and the XXX. (b) In the carrying out of the Project and operation of operating the Project facilities, GIMAR shallGZARG shall perform, and or shall cause the PIAs toto be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GZARG and the PIAs Project Agencies, and all obligations set forth in the Schedule to this Project Agreement. Section 2.023.02. GIMAR GZARG shall cause PMO to, and PMO shall engage a procurement agent for implementation of the Investment Loan Component in accordance with the terms and conditions set forth in the Procurement Plan. GZARG shall ensure that such procurement agent follows all of the requirements of the Loan Agreement, this Project Agreement and the Procurement Plan. Section 3.03. GZARG shall ensure that FI shall not make a Subloan to any Qualified Sub-borrower unless such Qualified Sub-borrower has at its disposal, or has made appropriate arrangements to obtain as and when required, all local currency funds, including adequate working capital, and other resources which are required by such Qualified Sub-borrower for the carrying out of its Qualified Subproject in respect of which the Subloan is to be made. Section 3.04. GZARG shall ensure that FI shall at all times make adequate provision to protect itself against any loss resulting from changes in the rate of exchange between CNY and the currency or currencies in which FI’s outstanding money obligations will have to be met. Section 3.05. GZARG shall, and shall cause the PIAs Project Agencies to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR GZARG shall, and shall cause the PIAs Project Agencies to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory acceptable to ADB. (b) Except as ADB may otherwise agree, XXXXX shall, and cause the PMO to, procure all Goods, Works and consulting services items of expenditures to be financed out of the Investment Loan Component of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory acceptable to ADB. Section 2.043.07. GIMAR GZARG shall, and shall cause the PIAs Project Agencies to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR GZARG shall, and shall furnishcause the Project Agencies to, furnish or cause to be furnished, furnished to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 3.08. (a) GIMAR shall, and GZARG shall cause the PIAs to, Project Agencies to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR HPG shall make the proceeds of the Loan available to YMG promptly and upon terms and conditions satisfactory to ADB. Except as ADB may otherwise agree, the terms on which the proceeds of the Loan shall be made available to YMG shall include (i) commitment charge and interest at the rate identical to that of the Loan; (ii) a principal repayment period and grace period identical to that of the Loan; (iii) YMG bearing the foreign exchange and interest rate variation risks; and (iv) YMG agreeing to perform all obligations as set forth in the Loan Agreement and this Project Agreement, to the extent that they are applicable to YMG. (b) HPG and YMG shall, and shall cause the PIAs IA to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, engineering, financial, engineeringbusiness, environmental andadministrative, where applicableenvironmental, heating supply, gas transmission development and distribution, and wastewater treatment urban transport practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR HPG and YMG shall, and shall cause the PIAs IA to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR HPG, YMG and the PIAs IA, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, HPG and YMG shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, YMG shall and shall cause the PIAs to, IA to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, YMG shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR YMG shall, and shall cause the PIAs IA to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR YMG shall, and shall cause the IA to, furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR YMG shall, and shall cause the PIAs IA to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and YMG shall cause the PIAs to, IA to undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HPG and YMG shall, and shall cause the IA to, maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial conditionconditions. Section 2.07. (a) ADB ADB, HPG and GIMAR YMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished. YMG shall cause the IA to, cooperate fully with ADB to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and NWFP shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment social safeguard practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and NWFP shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR NWFP. (c) NWFP shall ensure that each IA identifies, develops, submits for approval and implements subprojects in accordance with the PIAs provisions of the Financing Agreement and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and NWFP shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, services equipment, land and other resources which are required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, NWFP shall employ and shall cause the PIAs to, EA and each IA to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan and the Grant shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Financing Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, NWFP shall ensure that the EA and each IA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR NWFP shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and NWFP shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, NWFP undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan or the Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR NWFP shall maintain, or cause the concerned PIA EA and each IA to maintain, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR NWFP shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR Wherever in this Project Agreement any acts or obligations are stipulated to be carried out or performed by APDOT and IAs, the primary responsibility to carry out such acts or perform such obligations shall be that of or deemed to be assumed by APG. For this purpose APG shall, through APDOT and IAs, or otherwise ensure that APDOT and IAs, perform such acts or obligations. (b) APDOT and IAs shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicable, heating supply, gas transmission road construction and distribution, and wastewater treatment transport service practices. (bc) In the carrying out of the Project and operation and maintenance of the Project facilities, GIMAR shall, APDOT and shall cause the PIAs toIAs, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR the APDOT and the PIAs IAs, respectively, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, APDOT and IAs shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, APDOT and IAs shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, APDOT and IAs shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR APDOT and IAs shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, APDOT and IAs shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, APDOT and shall cause the PIAs to, IAs undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR APDOT and IAs shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and Works, consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, APDOT and GIMAR IAs shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR Wherever in this Project Agreement any acts or obligations are stipulated to be carried out or performed by YPDOT and YHAB, the primary responsibility to carry out such acts or perform such obligations shall be that of or deemed to be assumed by YPG. For this purpose YPG shall, through YPDOT and YHAB, or otherwise ensure that YPDOT and YHAB, perform such acts or obligations. (b) YPG shall cause the PIAs to, YPDOT and YHAB to carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, YPG through YPDOT and YHAB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs each of them, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, YPG shall make available and shall cause the PIAs to, YPDOT and YHAB to make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, YPDOT and YHAB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, YPDOT and YHAB shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, YPDOT and YHAB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR YPDOT and YHAB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, YPDOT and YHAB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, YPDOT and YHAB shall cause the PIAs to, undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR YPDOT and YHAB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, YPDOT and GIMAR YHAB shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. Section 2.01. (a) GIMAR shallThe State, KNNL, and AC-IWRM shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallthe State, KNNL, and AC-IWRM shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR the State, KNNL, and the PIAs and all obligations set forth in the Schedule to this Project AgreementAC-IWRM, respectively. Section 2.02. GIMAR shall, and The State shall cause the PIAs to, make available, promptly as needed, and on terms and conditions mutually acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shallthe State, KNNL, and AC-IWRM, respectively, shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions mutually satisfactory to ADBADB and the Borrower. (b) Except as ADB and the Borrower may otherwise agree, the State, KNNL, and AC-IWRM, shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shallThe State, KNNL, and AC-IWRM shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods mutually acceptable to ADBADB and the Borrower. GIMAR The State, KNNL and AC-IWRM shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 2.05. (a) GIMAR shallThe State, and KNNL and/or AC-IWRM, as appropriate, shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and ERRA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment social safeguard practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and ERRA shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR ERRA. (c) ERRA shall ensure that each IA identifies, develops, submits for approval and implements subprojects in accordance with the PIAs provisions of the Financing Agreement and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and ERRA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, services equipment, land and other resources which are required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, ERRA shall employ and shall cause the PIAs to, each EA and IA to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan and the Grant shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Financing Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, ERRA shall ensure that each EA and IA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR ERRA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and ERRA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, ERRA undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan or the Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR ERRA shall maintain, or cause the concerned PIA each EA and IA to maintain, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanLoan or the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR ERRA shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, NWPGCL and PGCB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment power sector practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, NWPGCL and PGCB shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR NWPGCL and the PIAs and all obligations set forth in the Schedule to this Project AgreementPGCB. Section 2.02. GIMAR shall, NWPGCL and PGCB shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, NWPGCL and PGCB shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services Consulting Services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, NWPGCL and PGCB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules standards and construction methods specifications acceptable to ADB. GIMAR NWPGCL and PGCB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications standards and work schedulesspecifications, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, NWPGCL and PGCB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB forADB, for insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. NWPGCL and PGCB shall be deemed to have opted for self-insurance in the absence of any specific insurance for the Project. (b) Without limiting the generality of the foregoing, GIMAR undertakes, NWPGCL and shall cause the PIAs to, PGCB undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR NWPGCL and PGCB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial condition. Section 2.07. (a) ADB ADB, NWPGCL and GIMAR PGCB shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and SPG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andand IWM, where applicable, heating supply, gas transmission MWM and distribution, and wastewater treatment SWM practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and SPG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs SPG and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and SPG shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and SPG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and SPG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR SPG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and SPG shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, SPG undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR SPG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR SPG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and HPC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and HPC shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementHPC. Section 2.02. GIMAR shall, and HPC shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and HPC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, HPC shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured Loans in accordance with the provisions of Schedule 4 to the Special Operations Loan Agreement and Schedule 5 to the CTF Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and HPC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HPC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and HPC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, HPC undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HPC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR HPC shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and TDF shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, water and wastewater treatment sanitation practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and TDF shall cause the PIAs to, perform all obligations set forth in Schedule 4 to the Loan Grant Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementTDF. Section 2.02. GIMAR shall, and TDF shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the LoanGrant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and TDF shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADBstaff. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan Grant shall be procured in accordance with the provisions of Schedule 4 2 and Schedule 3 to the Loan Grant Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and TDF shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR TDF shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Section 2.05. TDF shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insuremaintain, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintainmaintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanGrant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.072.06. (a) ADB and GIMAR TDF shall cooperate fully to ensure that the purposes of the Loan Grant will be accomplished.

Particular Covenants. (a) GIMAR shall, and APG shall cause the PIAs to, APDOT to and APDOT shall carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, APG and APDOT shall perform and shall cause the PIAs toIAs to perform, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR APG and the PIAs APDOT, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and APG shall cause APDOT and the PIAs to, Borrowing Counties to make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, APDOT shall employ and shall cause the PIAs to, IAs to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, APDOT shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, APDOT shall carry out the Project and shall cause the PIAs to, IAs to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR APDOT shall and shall cause the IAs to furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, APDOT shall and shall cause the PIAs to, IAs to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakesAPDOT undertakes to, and shall cause the PIAs IAs to, insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR APG shall through APDOT maintain, and shall cause the IAs to maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, APG through APDOT and GIMAR the IAs shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and UWSCG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where applicable, heating supply, gas transmission social and distribution, and wastewater treatment public utility practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and UWSCG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementUWSCG. Section 2.02. GIMAR shall, and UWSCG shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and UWSCG shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, UWSCG shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and UWSCG shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR UWSCG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and UWSCG shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, UWSCG undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR UWSCG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR UWSCG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, TCM and TDF shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, TCM and TDF shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreementthem. Section 2.02. GIMAR shall, TCM and TDF shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land services and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, TCM and TDF shall cause the PIAs to, employ competent and qualified consultants and contractorsconsultants, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, TCM and TDF shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, TCM and TDF shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, specifications and work schedules and construction methods acceptable to ADB. GIMAR TCM and TDF shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, TCM and TDF shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, TCM and shall cause the PIAs to, TDF undertake to insure, or cause to be insured, the any relevant Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair any such Goods. Section 2.06. GIMAR TCM and TDF shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial condition. Section 2.07. (a) ADB ADB, TCM and GIMAR TDF shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR APG and HMG shall, and shall cause the PIAs each IA to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andenvironmental, where and as applicable, heating supplywastewater treatment, gas transmission solid waste management, sewerage, flood control and distribution, and wastewater treatment roads construction practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR APG and HMG shall, and shall cause the PIAs each IA to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs APG, HMG, and all obligations set forth in the Schedule to this Project AgreementAgreement and the Onlending Agreement to the extent they are applicable to the IAs. Section 2.02. GIMAR APG and HMG shall, and shall cause the PIAs each IA to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR HMG shall, and shall cause the PIAs each IA to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR HMG shall, and shall cause the PIAs each IA to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR HMG shall furnish, or cause each IA to be furnished, furnish to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and HMG shall cause the PIAs to, ensure that each IA take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the equipment procured under the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and HMG shall cause the PIAs to, IAs to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR HMG shall maintain, or cause the concerned PIA each IA to maintain, maintain records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB ADB, APG and GIMAR HMG shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and The POEs shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment water supply practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and the POEs shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs POEs and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and The POEs shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land services and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and the POEs shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and The POEs shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR The POEs shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and The POEs shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, POEs undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR The POEs shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial condition. Section 2.07. (a) ADB and GIMAR the POEs shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and The Executing Agencies shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and the Executing Agencies shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs Executing Agencies, and all obligations set forth in the Schedule to this Project Agreementherein. Section 2.02. GIMAR shall, and The Executing Agencies shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and the Executing Agencies shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, the Executing Agencies shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured Loans in accordance with the provisions of Schedule 4 to the Ordinary Operations Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and The Executing Agencies shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR The Executing Agencies shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and The Executing Agencies shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, Executing Agencies undertake to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR The Executing Agencies shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR the Executing Agencies shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shallGPG shall make the proceeds of the Loan available to JMG promptly upon terms and conditions satisfactory to ADB. Except as ADB may otherwise agree, the terms on which the proceeds of the Loan shall be made available to JMG shall include (i) commitment charge and interest at the same rate as that of the Loan; (ii) the same principal repayment period and grace period as that of the Loan; (iii) JMG bearing the foreign exchange and interest rate variation risks; and (iv) JMG agreeing to perform all obligations set forth in the Loan Agreement and the Project Agreement, to the extent that they are applicable to JMG. (b) GPG and JMG shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineeringenvironmental, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (bc) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, GPG and JMG shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR GPG and the PIAs JMG, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, GPG and JMG shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, JMG shall and shall cause the PIAs to, JEDIC to employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, JMG shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, JMG shall and shall cause the PIAs to, JEDIC to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR JMG shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and JMG shall cause the PIAs to, JEDIC to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and JMG shall cause the PIAs to, JEDIC to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR GPG and JMG shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its their operations and financial conditionconditions. Section 2.07. (a) ADB ADB, GPG and GIMAR JMG shall cooperate fully to ensure that the purposes of the Loan will shall be accomplished.

Particular Covenants. (a) GIMAR shall, and shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shallthe Borrower shall perform, and shall or cause the PIAs toto be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule 5 to this Project Loan Agreement. Section 2.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR The Borrower shall, and shall cause cause: (i) ONPD, PPOs, and District Project Offices, to maintain separate accounts for the PIAs toProject; (ii) ONPD to have such accounts and related financial statements consolidated and audited annually, employ competent in accordance with appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and qualified consultants and contractors, terms of reference are acceptable to ADB, to an extent and upon terms and conditions satisfactory ; (iii) furnish to ADB, as soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audited accounts and financial statements and the report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for Imprest Accounts and statement of expenditures), all in the English language; and (iv) furnish to ADB such other information concerning such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) Except as ADB may otherwise agreeThe Borrower shall enable ADB, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to upon ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished's request, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and shall cause discuss the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported Borrower's financial statements for the Project and its financial affairs related to be financed the Project from time to time with the auditors appointed by ONPD pursuant to subsection(a) hereinabove, and shall cause the PIAs authorize and require any representative of such auditors to undertake out of the proceeds of the Loan against hazards incident to the acquisitionparticipate in any such discussions requested by ADB, transportation and delivery thereof to the place of use or installation, and for provided that any such insurance any indemnity discussion shall be payable conducted only in a currency freely usable to replace or repair such Goodsthe presence of an authorized officer of ONPD unless ONPD shall otherwise agree. Section 2.064.03. GIMAR The Borrower shall maintain, or cause the concerned PIA enable ADB's representatives to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in inspect the Project, to record the progress of the Project (including the cost thereof) Goods and to reflectWorks, in accordance with consistently maintained sound accounting principles, its operations and financial conditionany relevant records and documents. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and FRA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and FRA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementFRA. Section 2.02. GIMAR shall, and FRA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land equipment and other resources which are as required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and FRA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, FRA shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and FRA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR FRA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and FRA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, FRA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR FRA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR FRA shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and MUB shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrativeapplicable technical, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionbusiness, and wastewater treatment development practices. (b) In the carrying out of the Project and operation of the Project facilitiesProject, GIMAR shall, and MUB shall cause the PIAs to, perform all obligations set forth in the Loan Agreements and the Grant Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementMUB. Section 2.02. GIMAR shall, and MUB shall cause the PIAs to, make available, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, equipment, land and other resources which are as required, in addition to the proceeds of the LoanLoans and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project and operation of the Project-related facilities, GIMAR shall, and MUB shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, MUB shall procure all Goods, Works and consulting services items of expenditures to be financed out of the proceeds of the Loan shall be procured Loans and the Grant in accordance with the provisions of Schedule 4 to the Special Operations Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and MUB shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR MUB shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and MUB shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, MUB undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR MUB shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the LoanLoans and the Grant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR MUB shall cooperate fully to ensure that the purposes of the Loan Loans and the Grant will be accomplished.

Particular Covenants. (a) GIMAR shallThe Borrower and the Bank shall from time to time, and shall cause at the PIAs torequest of either party, carry exchange views on the progress achieved in carrying out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment practicesProgram. (b) In Prior to each such exchange of views, the Borrower, through SHF, shall furnish to the Bank for its review and comment a report on the progress achieved in carrying out of the Project and operation of the Project facilities, GIMAR shall, and shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made thereinProgram, in such detail as ADB the Bank shall reasonably request. (c) Without limitation upon the provisions of paragraph (a) GIMAR shallof this Section, and the Borrower shall cause exchange views with the PIAs to, take out and maintain with responsible insurersBank on any proposed action to be taken after the disbursement of the Loan which would have the effect of materially reversing the objectives of the Program, or make other arrangements satisfactory any action taken under the Program including any action specified in Schedule 3 to ADB forthis Agreement. Section 3.02. Upon the Bank’s request, insurance the Borrower, through SHF, shall: (a) have the Deposit Account audited in accordance with appropriate auditing principles consistently applied by independent auditors acceptable to the Bank; (b) furnish to the Bank as soon as available, but in any case not later than four months after the date of the Project facilities to Bank’s request for such extent and against audit, a certified copy of the report of such risks audit by said auditors, of such scope and in such amounts detail as the Bank shall be consistent have reasonably requested; and (c) furnish to the Bank such other information concerning the Deposit Account and the audit thereof as the Bank shall have reasonably requested. (a) The Borrower, through SHCP, shall enter into a contract (Contrato xx Xxxxxxx) with sound practiceSHF, satisfactory to the Bank, whereby: (i) SHF agrees to act as financial agent of the Borrower with regard to the Loan, meaning that, inter alia, SHF agrees to represent the Borrower vis-à-vis the Bank for purposes of submitting Loan withdrawal applications to the Bank in form and substance sufficient to justify disbursement by the Bank to the Borrower of Loan proceeds, agrees to maintain and operate the Deposit Account in compliance with the terms of this Agreement and agrees to ensure that the obligations set forth in Section 3.02 of this Agreement are complied with; and (ii) the Borrower agrees that, through SHCP, the Borrower shall cooperate fully with SHF to ensure that SHF is able to comply with all of SHF’s obligations referred to in paragraph (i) of this Section. (b) Without limiting The Borrower shall exercise its rights and carry out its obligations under the generality SHF Contract in such a manner as to protect the interests of the foregoing, GIMAR undertakes, and shall cause the PIAs to, insure, or cause to be insured, the Goods to be imported for the Project Bank and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR shall maintain, or cause the concerned PIA to maintain, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR shall cooperate fully to ensure that accomplish the purposes of the Loan will be accomplishedLoan. Except as the Bank may otherwise agree, the Borrower shall not amend or fail to enforce any provision of the SHF Contract. In case of any conflict between the terms of the SHF Contract and those of this Agreement, the terms of this Agreement shall prevail.

Particular Covenants. (a) GIMAR shall, and BBA shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment urban transport practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and BBA shall cause the PIAs to, perform all obligations set forth in the Loan Agreement Agreements to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementBBA. Section 2.02. GIMAR shall, and BBA shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and BBA shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services Consulting Services to be financed out of the proceeds of the Loan Loans shall be procured in accordance with the provisions of Schedule 4 to the Special Operations Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services Consulting Services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and BBA shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR BBA shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and BBA shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, BBA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Loans against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR BBA shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services Consulting Services and other items of expenditure financed out of the proceeds of the LoanLoans, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR BBA shall cooperate fully to ensure that the purposes of the Loan Loans will be accomplished.

Particular Covenants. (a) GIMAR shall, and Guangxi through GCD shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental andsocial safeguards including environmental, where applicableroad construction, heating supply, gas transmission and distributionoperation, and wastewater treatment maintenance practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and Guangxi shall cause the PIAs to, perform ensure that GCD performs all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR Guangxi and the PIAs GCD, and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR Guangxi shall, and shall cause the PIAs GCD to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and Guangxi shall cause the PIAs to, employ ensure that GCD employs competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Guangxi shall cause the PIAs to, GCD to carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR Guangxi shall furnish, or cause GCD to be furnished, furnish to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Guangxi shall cause the PIAs to, GCD to take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and Guangxi shall cause the PIAs to, ensure that GCD undertakes to insure, or cause causes to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. GIMAR Guangxi shall maintainensure that GCD maintains, or cause the concerned PIA causes to maintainbe maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR Guangxi shall cooperate fully to ensure that the purposes of the Loan will shall be accomplished.

Particular Covenants. (a) GIMAR shallIn the carrying out of the Project and in the conduct of its business, MDF shall perform all the obligations set forth in the Loan Agreement, to the extent they are applicable to MDF, and in the Schedule to the Project Agreement. (b) MDF shall cause the PIAs to, carry out the Project with due diligence and efficiency, efficiency and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment business practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and shall cause the PIAs to, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project Agreement. Section 2.02. GIMAR shall, and shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and MDF shall cause the PIAs to, employ competent and qualified consultants and contractorscontractors for the subprojects, acceptable to ADBeligible for ADB financing, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under the procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.043.03. GIMAR shallMDF shall not make a subloan or grant to any MG unless such MG has at its disposal, or has made appropriate arrangements to obtain as and when required, all local currency funds, and other resources which are required for the carrying out of its subproject. Section 3.04. MDF shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB. GIMAR When requested by ADB, MDF shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and MDF shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities Goods financed out of the proceeds of the Loan to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, MDF undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.063.06. GIMAR MDF shall maintain, or cause the concerned PIA to maintain, maintain records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project and of each subproject (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principlesthe International Financial Reporting Standards, its the operations and financial conditioncondition of MDF. Section 2.073.07. (a) ADB and GIMAR MDF shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and Balochistan shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distribution, and wastewater treatment devolved social services practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and Balochistan shall cause the PIAs to, perform all obligations set forth in the TA Loan Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementBalochistan. Section 2.02. GIMAR shall, and Balochistan shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and Balochistan shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the TA Loan Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and Balochistan shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules plans and construction methods specifications acceptable to ADB. GIMAR Balochistan shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, plans and specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and Balochistan shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, Balochistan undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR Balochistan shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR Balochistan shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

Particular Covenants. (a) GIMAR shall, and KMC shall cause the PIAs to, carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental and, where applicable, heating supply, gas transmission and distributionenvironmental, and wastewater treatment urban transport practices. (b) In the carrying out of the Project and operation of the Project facilities, GIMAR shall, and KMC shall cause the PIAs to, perform all obligations set forth in the Loan Financing Agreement to the extent that they are applicable to GIMAR and the PIAs and all obligations set forth in the Schedule to this Project AgreementKMC. Section 2.02. GIMAR shall, and KMC shall cause the PIAs to, make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project. (a) In the carrying out of the Project, GIMAR shall, and KMC shall cause the PIAs to, employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works goods and consulting services to be financed out of the proceeds of the Loan and the Grant shall be procured in accordance with the provisions of Schedule 4 and Schedule 5 to the Loan Financing Agreement. ADB may refuse to finance a contract where Goods, Works goods or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower Beneficiary and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GIMAR shall, and KMC shall cause the PIAs to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. GIMAR KMC shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) GIMAR shall, and KMC shall cause the PIAs to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of the Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, GIMAR undertakes, and shall cause the PIAs to, KMC undertakes to insure, or cause to be insured, the Goods goods to be imported for the Project and to be financed and shall cause the PIAs to undertake out of the proceeds of the Loan Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goodsgoods. Section 2.06. GIMAR KMC shall maintain, or cause the concerned PIA to maintainbe maintained, records and accounts adequate to identify the Goods, Works goods and consulting services and other items of expenditure financed out of the proceeds of the LoanGrant, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GIMAR KMC shall cooperate fully to ensure that the purposes of the Loan and the Grant will be accomplished.