Common use of Particular Covenants Clause in Contracts

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out by the Project Executing Agency with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performedperformed by the Project Executing Agency, all obligations set forth in Schedule 5 to this Loan Agreement, and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available by the Project Executing Agency, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicableSection 4.03. The Borrower shall furnish, ensure or cause the State (including APDCL) 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) Section 4.04. The Borrower shall (i) maintain separate accounts and records for enable ADB's representatives to inspect the Project; (ii) prepare annual financial statements for , the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience Goods and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English languageWorks, and such other information concerning these documents any relevant records and the audit thereof as ADB shall from time to time reasonably requestdocuments. (b) Section 4.05. ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Section 4.06. In so far as it relates to the Project, the Borrower shall take all actions which shall be necessary on its part to enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate Executing Agency to perform its obligations under the Project with the auditors appointed pursuant to subsection (a)(iii) hereinaboveAgreement, and shall authorize and require not take or permit any representative action which would interfere with the performance of such auditors obligations. (a) In so far as it relates to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the BorrowerProject, unless the Borrower shall otherwise agreeexercise its rights under the Financing Arrangements in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. (b) In so far as it relates to the Project, no rights or obligations under the Financing Arrangements shall be assigned, amended, abrogated or waived without prior notice to ADB.

Particular Covenants. (a) The Borrower shall cause carry out the Project to be carried out and conduct its business with due diligence and efficiency and in conformity with applicable sound applicable technicalbanking, administrative, financial, business, and development business practices. (b) The Borrower shall, promptly as required, take all action within its powers to maintain its corporate existence, to carry on its operations and to acquire, maintain and renew all rights, properties, powers, authorization, licenses and privileges which are necessary in the carrying out of the Project or in the conduct of its business. (c) In the carrying out of the Project and operation in the conduct of the Project facilitiesits business, the Borrower shall perform, or cause to be performed, perform all the obligations set forth in Schedule 5 2 to this Loan Agreement. Section 4.025.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable furnish to ADB, or as the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower case may be shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, furnished to ADB, promptly after their preparation, 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 request. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out , as part of the Project reports and operation information referred to in Section 7.04(a) of the Project facilities are conducted Loan Regulations, concerning the (a) administration, operations and coordinated financial condition of the PFIs; and (b) SLAs, Qualified SME Borrowers, Qualified SME Subprojects, and SME Loans. All reports and information provided to ADB by the Borrower or by the PFIs (at the request by the Borrower) for purposes of compliance with the eligibility criteria for the Qualified SME Borrowers and the Qualified SME Subprojects will be provided in accordance with sound administrative policies reliance on the relevant Qualified SME Borrowers’ representations and proceduresadequate due diligence by the PFIs concerned. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare an annual financial statements consolidated Statement of Utilization of Funds for the Project in accordance with accounting principles standards acceptable to ADB; (iii) have such financial statements consolidated Statement of Utilization of Funds to be audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statementsconsolidated Statement of Utilization of Funds, 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 the imprest account fund and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any, as well as any significant weaknesses identified by the auditor based on a review of the Borrower’s internal controls over PFI monitoring as outlined in the Borrower’s “Manual on Monitoring of Programs” and attached to the audit terms of reference); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal yearyear to which they relate, copies of such audited financial statementsconsolidated Statement of Utilization of Funds, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project consolidated Statement of Utilization of Funds and the opinion of the auditors on the financial statements thereto within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate In addition to the Project with the auditors appointed pursuant annual audited consolidated Statement of Utilization of Funds referred to in subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.(i) provide its annual financial statements prepared in accordance with International Financial Reporting Standards;

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and development railway practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall cause MOR to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall cause MOR to ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall cause MOR and the Project Company to (i) maintain separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditure); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss MOR's and the Project Company’s financial statements for the Project Project, and the Borrower's their financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of MOR and/or the Borrower, Project Company unless MOR and/or the Borrower Project Company shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower, through MOR, shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, railway, and maintenance and operational practices.

Particular Covenants. (a) Section 4.01. The Borrower Recipient shall cause ensure that the PDA Project to be carried out is implemented in accordance with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations detailed arrangements set forth in Schedule 5 the PDA XXX. Any subsequent change to the PDA XXX shall become effective only after approval of such change by the Recipient and ADB. In the event of any discrepancy between the PDA XXX and this Loan PDA Grant Agreement, the provision of this PDA Grant Agreement shall prevail. Section 4.02. The Borrower Recipient shall make available, or cause the PDA Project Executing Agency to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, services as required, in addition to the proceeds of the LoanPDA Grant, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesPDA Project. (a) Section 4.03. Whenever applicable, in the carrying out of the PDA Project, the Borrower Recipient shall ensure or shall cause the PDA Project Executing Agency to ensure, that competent and qualified consultants and contractors, acceptable to ADB to be are employed to an extent and upon terms and conditions satisfactory to the Borrower Recipient and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower Recipient shall, or shall cause the PDA Project Executing Agency to, (i) maintain separate accounts and records for the PDA Project; (ii) prepare annual financial statements for the PDA Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for on auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, statements and 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 account PDA Grant proceeds) and a management letter (which sets out the deficiencies in the internal control of the PDA Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the PDA Project and the opinion of the auditors on the financial statements within 30 days of the date of their heir receipt by posting them on ADB’s website. (c) The Borrower Recipient shall enable ADB, upon ADB's ’s request, to discuss the financial statements for the PDA Project and the Borrower's Recipient’s financial affairs where they there relate to the PDA Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer office of the BorrowerRecipient, unless the Borrower Recipient shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account Agreement, and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause SOCAD and the Participating Provinces to carry out the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause SOCAD and the Participating Provinces to be performed, perform all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall cause SOCAD to make availableavailable to the Participating Provinces, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance O&M of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall shall, through SOCAD, cause the Participating Provinces to ensure that competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory acceptable to the Borrower and ADB. (b) The Borrower shall shall, through SOCAD, cause the Participating Provinces to ensure that the Project to be carried out in accordance with plans, design standards, specifications, work schedules schedules, and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnishshall, or through SOCAD, cause the Participating Provinces 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. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents related to the Project. (a) The Borrower shall shall, through SOCAD, (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 the imprest account and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any)letter; and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose on its website the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s websitereceipt. (c) The Borrower shall cause SOCAD and the Participating Provinces to enable ADB, upon ADB's ’s request, to discuss the financial statements for the Project and the Borrower's ’s financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, agricultural development, and O&M practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable SOCAD and the Participating Provinces to perform their obligations under the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) Section 4.05. The Borrower shall (i) maintain separate accounts and records for enable ADB's representatives to inspect the Project; (ii) prepare annual financial statements for , the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience Goods and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English languageWorks, and such other information concerning these documents any relevant records and the audit thereof as ADB shall from time to time reasonably requestdocuments. (b) Section 4.06. ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) Section 4.07. The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable Punjab to perform its obligations under the auditors appointed pursuant to subsection (a)(iii) hereinaboveProject Agreement, and shall authorize and require not take or permit any representative action which would interfere with the performance of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeobligations.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) Section 4.05. The Borrower shall (i) maintain separate accounts and records for enable ADB's representatives to inspect the Project; (ii) prepare annual financial statements for , the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience Goods and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English languageWorks, and such other information concerning these documents any relevant records and the audit thereof as ADB shall from time to time reasonably requestdocuments. (b) Section 4.06. ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. Section 4.07. The Borrower shall take all actions which shall be necessary on its part to enable each Project Executing Agency to perform its obligations under the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations. (ca) The Borrower shall enable ADB, upon ADB's request, exercise its rights under the Subsidiary Loan Agreements in such a manner as to discuss protect the financial statements for interests of the Project Borrower and ADB and to accomplish the Borrower's financial affairs where they relate to purposes of the Project with Loan. (b) No rights or obligations under the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions Subsidiary Loan Agreements shall be conducted only in assigned, amended, abrogated or waived without the presence prior concurrence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, business, environmental and development gender practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 6 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, servicesservices , land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB the Borrower and the Bank, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADBthe Bank. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicablethe Bank. The Borrower shall furnish, or cause to be furnished, to ADBthe Bank, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB the Bank shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall make arrangements satisfactory to the Bank for insurance of 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, the Borrower undertakes to insure, or cause to be insured, the goods to be imported for the Project and to be financed 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. (a) The Borrower shall maintain, or cause to be maintained, records and accounts adequate to identify the goods and 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, the operations and financial condition of the agencies of the Borrower responsible for the carrying out of the Project and operation of the Project facilities, or any part thereof. (b) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADBBank; (iviii) furnish to the Bank, as part soon as available but in any event not later than nine months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to the Bank such other information concerning these documents such accounts and financial statements and the audit thereof as ADB the Bank shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development water management practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report (which includes relating thereto including the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letterexpenditures, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB’s representatives to inspect the Project and the Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, water management and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall cause the Project Executing Agency ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall cause the Project Executing Agency to (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.;

Particular Covenants. (a) The Borrower AEC shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower AEC shall perform, or cause to be performed, perform all obligations set forth in Schedule 5 the Grant Agreement and the XXX to this Loan Agreementthe extent that they are applicable to AEC. Section 4.022.02. The Borrower AEC shall make available, promptly as needed and on terms and conditions acceptable to ADB, the fundsneeded, facilities, services, land and other resources, resources as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in Section 2.03. In the carrying out of the Project, the Borrower AEC shall cause select and engage competent and qualified consultants and contractorsconsultants, acceptable to ADB to be employed and DOA, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower Section 2.04. AEC shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower AEC 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 4.042.05. The Borrower AEC shall ensure that take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance against such risks and in such amounts as shall be consistent with sound practice. Section 2.06. AEC shall maintain, or cause to be maintained, records and accounts adequate to identify the activities items of its departments and agencies with respect to the carrying expenditure financed out of the Project and operation proceeds of the Grant, to disclose the use thereof in the Project, to record the progress of the Project facilities are conducted (including the cost thereof) and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBreflect, in accordance with international standards for auditing or consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and AEC shall cooperate fully to ensure that the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use purposes 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestGrant will be accomplished. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall shall: (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letterAgreement, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabove, and shall authorize and require any representative of such auditors to participate participate, during such audits, in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project. Section 4.03. ADB shall disclose the annual audited financial statements for the Project and for the operation and maintenance opinion of the Project facilitiesauditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.044.05. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, upon ADB's requestthe Goods and Works, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable MDF to perform its obligations under the auditors appointed pursuant to subsection (a)(iii) hereinaboveProject Agreement, and shall authorize and require not take or permit any representative action which would interfere with the performance of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeobligations.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out implementation of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall shall: (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letterexpenditures, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development technological practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the ProjectWorks and in the engagement of consulting services, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project Works to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, Project facilities, and any relevant records and documents.‌ Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, technological and maintenance and operational practices.

Particular Covenants. (a) The Borrower LPG acting through the Provincial PMO shall, and shall cause the concerned Local Governments and IAs to, perform the obligations and perform the undertakings as required in this Project to be carried Agreement. (b) LPG and each IA shall carry out the Project with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, urban (urban road, river improvement or area upgrading) and social development, and development public facility (wastewater, water supply, gas supply, heating, and solid waste management) practices. (bc) In the carrying out of the Project and operation of the Project facilities, LPG shall cause all obligations set forth in the Borrower shall perform, or cause Loan Agreement to be performedthe extent that they are applicable to LPG and the concerned IA, all obligations set forth in the Schedule 5 to this Loan Project Agreement and, where applicable, in the Onlending Agreement, to be performed. Section 4.022.02. The Borrower LPG and the concerned IA shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, equipment, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower each IA shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The 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 consistent with ADB's policies and guidelines. Section 2.04. Each IA shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower ADB. Each IA shall submit to Provincial PMO and ADB, as applicable. The Borrower Provincial PMO 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 4.04. The Borrower (a) Each concerned Local Government or each IA shall ensure that the activities of its departments take out and agencies maintain with respect responsible insurers, or make other arrangements satisfactory to the carrying out ADB for, insurance of the Project facility to such extent and operation of the Project facilities are conducted against such risks and coordinated in accordance such amounts as shall be consistent with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestpractice. (b) ADB shall disclose Without limiting the annual audited financial statements generality of the foregoing, the concerned IA undertakes to insure, or cause to be insured, the Goods to be imported for the Project and the opinion to be financed out of the auditors on the financial statements within 30 days proceeds of the date Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of their receipt by posting them on ADB’s websiteuse or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. (c) The Borrower Section 2.06. Each IA shall enable ADBmaintain, upon ADB's requestor cause to be 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 discuss disclose the financial statements for 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 LPG shall cooperate fully to ensure that the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer purposes of the Borrower, unless the Borrower shall otherwise agreeLoan will be accomplished.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 the imprest account account(s) and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable each Project Executing Agency to 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 exercise its rights under the Subsidiary Loan Agreements in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. (b) No rights or obligations under the Subsidiary Loan Agreements shall be assigned, amended, abrogated or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower NHARG shall, and shall cause each Project Implementing Agency to, carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, IEM principles and development CA practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower NHARG shall, and shall performcause each Project Implementing Agency to, or cause to be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to NHARG, and all obligations set forth in the Schedule 5 to this Loan AgreementProject Agreement and the Onlending Agreements to the extent they are applicable to the relevant Project Implementation Agency or its respective PIUs. Section 4.022.02. The Borrower NHARG shall, and shall cause each Project Implementing Agency to, make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, equipment, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower NHARG shall, and shall cause each Project Implementing Agency and its respective PIUs to, employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan and the GEF Grant 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. NHARG shall, and shall cause each Project Implementing Agency and its respective PIUs to, carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower NHARG shall furnish, or cause each Project Implementing Agency 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. Section 4.04. The Borrower (a) NHARG shall ensure that the activities of its departments each Project Implementing Agency takes out and agencies maintains with respect responsible insurers, or make other arrangements satisfactory to the carrying out ADB for, insurance of the Project and operation of equipment procured under the Project facilities are conducted to such extent and coordinated against such risks and in accordance such amounts as shall be consistent with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestpractice. (b) ADB Without limiting the generality of the foregoing, NHARG shall disclose cause Project Implementing Agencies to insure, or cause to be insured, the annual audited financial statements Goods to be imported for the Project and the opinion to be financed out of the auditors on the financial statements within 30 days proceeds of the date Loan and the GEF Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of their receipt by posting them on ADB’s websiteuse or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. (c) The Borrower Section 2.06. NHARG shall enable ADBcause each Project Implementing Agency to maintain records and accounts adequate to identify the Goods, upon ADB's requestWorks and consulting services and other items of expenditure financed out of the proceeds of the Loan and the GEF Grant, to discuss disclose the financial statements for 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 NHARG shall cooperate fully to ensure that the purposes of the Loan and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall GEF Grant will be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeaccomplished.

Particular Covenants. Section 2.01. (a) The Borrower NWFP and SHYDO shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development social practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower NWFP and SHYDO shall perform, or cause to be performed, perform all obligations set forth in each of the Loan Agreements to the extent that they are applicable to NWFP and SHYDO and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower NWFP and SHYDO shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, equipment, land and other resources, as resources which are required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower NWFP and SHYDO shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loans shall be procured 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 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. NWFP and SHYDO shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower ADB. NWFP and ADB, as applicable. The Borrower SHYDO 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 4.042.05. The Borrower (a) NWFP and SHYDO shall ensure that the activities of its departments take out and agencies maintain with respect responsible insurers, or make other arrangements satisfactory to the carrying out ADB for, insurance of the Project facilities, to such extent and operation of the Project facilities are conducted against such risks and coordinated in accordance such amounts as shall be consistent with sound administrative policies and procedurespractice. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development social safeguards practices. (b) In the carrying out of the Project and operation of the Project facilitiesProject, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractorsconsultants, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with relevant plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall shall: (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods financed out of the proceeds of the Loan, and any relevant records and documents.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable enable ADB's representatives to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of inspect the Project, the Borrower shall cause competent Goods and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedulesWorks, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments relevant records and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresdocuments. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.04. The Borrower shall take all actions which shall be necessary on its part to enable AWSC to perform its obligations under the Project Agreement, including the establishment and maintenance of tariffs as stipulated in paragraph 4 of Schedule 5 to this Loan Agreement, and shall not take or permit any action which would interfere with the performance of such 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 to accomplish the purposes of the Loan. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and power sector development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land land, and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to both ADB and the Borrower and ADB, as applicableBorrower. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate have its accounts and records for the Project; (ii) prepare annual financial statements for the Project (balance sheet, statement of income and expenses, and related statements) audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (ii) furnish to ADB; , as soon as available but in any event not later than six (iv6) as part months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letterAgreement, all in the English language, ; and (iii) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial statements and its financial affairs where they relate from time to the Project time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, maintenance, and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable enable ADB's representatives to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of inspect the Project, the Borrower shall cause competent Goods and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedulesWorks, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments relevant records and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresdocuments. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection subparagraph (a)(iiia) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.04. The Borrower shall take all actions which shall be necessary on its part to enable CEB and SEA to perform their 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 exercise its rights under the CEB Subsidiary Financing Agreement in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. (b) No rights or obligations under the CEB Subsidiary Financing Agreement shall be assigned, amended, or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower Recipient shall perform, or and cause to be performed, all obligations set forth in Schedule 5 4 to this Loan Grant Agreement. The Recipient shall also comply with, and cause BDFC to comply with, Section 6.07 of the Grant Regulations. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in In addition to the proceeds reports and information set forth in Section 6.04 of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the ProjectGrant Regulations, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower Recipient 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 requestrequest concerning (i) the Qualified Enterprises, the Qualified Projects and the Subloans; and (ii) the administration, operations and financial condition of BDFC. Section 4.044.03. The Borrower Recipient shall ensure that promptly take all actions set forth in Section 6.05 of the activities Grant Regulations and shall also take all such actions as necessary to enable BDFC to perform its obligations under the Project Agreement. The Recipient shall not take or permit any action which would interfere with BDFC’s performance of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresobligations. (a) The Borrower Recipient shall exercise its rights under the BDFC Loan Agreement in such a manner as to protect the interests of the Recipient and ADB and to accomplish the purposes of the Grant. (b) No rights or obligations under the BDFC Loan Agreement shall be assigned, amended, abrogated or waived without the prior concurrence of ADB. (a) The Recipient shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (viii) furnish to ADB, no 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, audit statements and the report of the auditors relating thereto (including the auditors' opinion on the use of the Grant proceeds and management lettercompliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for imprest accounts and statements of expenditures), all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower Recipient shall enable ADB, upon ADB's request, to discuss the Recipient's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Recipient pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Recipient unless the Borrower Recipient shall otherwise agree. (a) The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Grant, and any relevant records and documents. (b) The Recipient shall enable ADB's representatives to inspect any Qualified Enterprise, any Qualified Project, the Goods and Works financed out of the proceeds of the Grant, and any relevant records and documents maintained by BDFC.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development road rehabilitation practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agreeagree.‌ Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project and the Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, road asset management and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause carry out the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicalbanking, administrative, financial, businessengineering, environmental and development business practices. (b) In the carrying out of the Project and operation in the conduct of the Project facilitiesits business, the Borrower shall perform, or cause to be performed, perform all the obligations set forth in Schedule 5 3 to this Loan Agreement. Section 4.025.02. The Borrower shall at all times make availableadequate provision to protect itself against any loss resulting from changes in the rate of exchange between Indian Rupees and the currency or currencies in which the Borrower's outstanding money obligations will have to be met. Section 5.03. The Borrower shall not make a Subloan to any Qualified Enterprise unless such Qualified Enterprise has at its disposal, promptly or has made appropriate arrangements to obtain as needed and on terms and conditions acceptable to ADBwhen required, the all local currency funds, facilitiesincluding adequate working capital, services, land and other resources, as required, in addition to the proceeds of the Loan, resources which are required by such Qualified Enterprise for the carrying out of its Qualified Project in respect of which the Subloan is to be made. Section 5.04. The Borrower shall maintain records and accounts adequate to record the progress of each Qualified Project (including the cost thereof) and for to reflect, in accordance with consistently maintained sound accounting principles, the operation operations and maintenance financial condition of the Project facilitiesBorrower, as part of the records and accounts referred to in Section 7.03 of the Loan Regulations. (a) Whenever applicableThe Borrower shall furnish to ADB all such reports and information as ADB shall reasonably request concerning the Qualified Enterprises, in the carrying out Qualified Projects and the Subloans as part of the Project, reports and information referred to in Section 7.04(a) of the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADBLoan Regulations. (b) The Borrower shall cause include information on the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out execution of the Project Qualified Projects and operation their costs as part of the Project facilities are conducted and coordinated report referred to in accordance with sound administrative policies and proceduresSection 7.04(d) of the Loan Regulations. (a) The Borrower shall (i) maintain separate have its accounts and records for the Project; (ii) prepare annual financial statements for the Project (balance sheet, statement of income and expenses, and related statements) audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; and shall, promptly after their preparation but in accordance with international standards for auditing or any event not later than 6 months after the national equivalent acceptable close of the fiscal year to ADB; which they relate, furnish to ADB (ivi) as part certified copies of each such auditaudited accounts and financial statements, have and (ii) the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and . The Borrower shall furnish to ADB such other further information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial statements and its financial affairs where they relate from time to the Project time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 5.06(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, unless the . Section 5.07. The Borrower shall enable ADB's representatives to review and examine any Qualified Enterprise, any Qualified Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents maintained by the Borrower. (a) The Borrower shall, promptly as required, take all action within its powers to maintain its corporate existence, to carry on its operations and to acquire, maintain and renew all rights, properties, powers, privileges and franchises which are necessary in the carrying out of the Project or in the conduct of its business. (b) The Borrower shall at all times conduct its business in accordance with sound administrative, financial, environmental and business practices, and under the supervision of competent and experienced management and personnel. (c) The Borrower shall not sell, lease or otherwise agreedispose of any of its assets, except in the ordinary course of its business and which in the opinion of ADB will or may adversely affect the carrying out of this Loan Agreement. (d) The Borrower shall keep ADB informed, of the establishment or acquisition by it, of any subsidiaries.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicalbanking, financial, business, financial and development business practices. (b) In the carrying out of the Project and operation of the Project facilitiesProject, the Borrower shall perform, or cause to be performed, all the obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as requiredservices, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in Section 4.03. In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect any Qualified Subborrower, any Qualified Subproject, the Goods and Works, and any relevant records and documents. (a) The Borrower shall shall: (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.07. In addition to the reports and information set forth in Section 7.04 of the Loan Regulations, the Borrower shall furnish, or cause to be furnished to ADB, all such reports and information as ADB shall reasonably request concerning: (a) the Qualified Subborrowers, the Qualified Subprojects and the Subloans; and (b) the administrative, operational and financial condition of QQB. Section 4.08. The Borrower shall promptly take all action, including the provision of funds and other resources, which shall be necessary on its part to enable QQB to 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 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. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, abrogated or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund(s) and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall Borrower, through the Road Fund, shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose The Borrower, through the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower Road Fund, shall enable ADB, upon ADB's request, to discuss the Road Fund’s financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Road Fund pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Road Fund unless the Borrower Road Fund shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, engineering and development financial practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause at all times make available, promptly as needed, all sums which shall be required for the Project carrying out of the Project. (c) Upon request from time to be carried out in accordance with planstime by the Bank, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, promptly furnish or cause to be furnished, furnished to ADB, promptly after their preparation, such the Bank the plans, design standards, specifications and work schedules, schedules for the Project including the Borrower's dredging program and any material modifications subsequently made therein, in such detail as ADB the Bank shall reasonably request. Should it become necessary to make any substantial changes in the dredging program, the Borrower will consult with the Bank before these changes are made. Section 4.04. (d) The Borrower shall ensure that maintain or cause to be maintained records adequate to identify the activities goods financed out of its departments the proceeds of the Loan, to disclose the use thereof in the Project, and to record the progress of the Project (including the cost thereof) and to reflect in accordance with consistently maintained sound accounting practices the operations and financial condition of the agency or agencies with respect to responsible for the carrying out of the Project or any part thereof ; shall enable the Bank's representatives to inspect the Project, the goods and operation any relevant records and documents; and shall furnish to the Bank all such information as the Bank shall reasonably request concerning the expenditure of the proceeds of the Loan, the Project, and the goods, and the operations and financial condition of the agency or agencies of the Borrower responsible for the Project facilities are conducted or any part thereof. SECTION 5.02. The Borrower shall cause the goods purchased with the proceeds of the Loan to be efficiently operated and coordinated adequately maintained and shall cause all necessary repairs thereof to be made, all in accordance with sound administrative policies and proceduresengineering practices. (a) The Borrower and the Bank shall (i) maintain separate accounts and records for cooperate fully to assure that the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use purposes of the Loan proceeds and compliance will be accomplished. To that end, each of them shall furnish to the other all such information as it shall reasonably request with regard to the financial covenants of this Loan Agreement as well as on the use general status of the procedures for imprest account Loan. On the pail of the Borrower, such, information shall include information with respect to financial and a management letter (which sets out the deficiencies economic conditions in the internal control territories of the Project that were identified in Borrower and the course international balance of payments position of the audit, if any); and Borrower. (vb) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents The Borrower and the audit thereof as ADB Bank shall from time to time reasonably request. (b) ADB shall disclose exchange views through their representatives with regard to matters relating to the annual audited financial statements for purposes of the Project Loan and the opinion maintenance of the auditors on service thereof. The Borrower shall promptly inform the financial statements within 30 days Bank of any condition which interferes with, or threatens to interfere with, the accomplishment of the date purposes of their receipt by posting them on ADB’s websitethe Loan or the maintenance of the service thereof. (c) The Borrower shall enable ADBafford all reasonable opportunity for accredited representatives of the Bank to visit any part of the territories of the Borrower for purposes related to the Loan. SECTION 5.04. It is the mutual intention of the Borrower and the Bank that no other external debt shall enjoy any priority over the Loan by way of a lien on governmental assets. To that end, upon ADB's requestthe Borrower undertakes that, except as the Bank otherwise agree, if any lien shall be created on any assets of the Borrower as security for any external debt, such lien will ipso facto equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan and the Bonds, and that in the creation of any such lien express provision will be made to discuss that effect, provided, however, that the financial statements foregoing provisions of this section shall not apply to: (i) any lien created on property at the time of purchase thereof, solely as security for the Project and payment of the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative purchase price of such auditors property; (h) any lien on commercial goods to participate in secure a debt maturing not more than one year after the date on which it is originally incurred and to be paid out of the proceeds of sale of such commercial goods; or (iii) any such discussions requested by ADB. This is provided that such discussions shall be conducted only lien arising in the presence ordinary course of an authorized officer banking transactions and securing a debt maturing not more than one year after its date. The term "assets of the Borrower" as used in this section includes assets of the Borrower or of any of its political subdivisions or of any agency of the Borrower or of any such political subdivision, unless including Central Bank of the Philippines or any other institution performing the functions of a central bank. SECTION 5.05. The principal of, and interest and other charges on, the Loan and the Bonds shall be paid without deduction for, and free from, any taxes or fees imposed under the laws of the Borrower or laws in effect in its territories; provided, however, that the provisions of this section shall not apply to taxation of, or fees upon, payments under any Bond to a holder thereof other than the Bank when such Xxxx is beneficially owned by an individual or corporate resident of the Borrower. SECTION 5.06. The Loan Agreement and the Bonds shall be free from any taxes or fees that shall be imposed under the laws of the Borrower or laws in effect in its territories on or in connection with the execution, issue, delivery or registration thereof and the Borrower shall otherwise agreepay all such taxes and fees, if any, imposed under the laws of the country or countries in whose currency the Loan and the Bonds arc payable or laws in effect in the territories of such country or countries. SECTION 5.07. The principal of, and interest and other charges on, the Loan and the Bonds shall be paid free from all restrictions imposed under the laws of the Borrower or laws in effect in its territories. SECTION 5.08. (a) The Borrower shall satisfy the Bank that adequate arrangements have been made to insure the goods financed out of the proceeds of the Loan against damage or loss during their construction outside of, and importation into, the territories of the Borrower; such insurance shall be consistent with sound commercial practice and shall be payable in the currency in which the cost of the goods insured thereunder shall be payable.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) Section 3.01. The Borrower shall cause carry out Part A and, if so determined under Section 3.05 of this Agreement, Part B of the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicalappropriate commercial, financial, businessadministrative and financial practices, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make availableprovide, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resourcesresources required for the Project. Section 3.02. The Borrower shall submit a plan for the reduction of its payments of principal, as requiredinterest and other charges under loans from non-official external creditors. If in the exclusive opinion of the Bank such plan meets the requirements for Bank support of debt reduction operations, in addition the Borrower and the Bank shall seek to conclude an agreement (the Implementation Agreement) providing for the use of the portion of the proceeds of the Loan, for Loan allocated to Category (2) in the carrying out table of Schedule 1 to this Agreement in the execution of the Project and for the operation and maintenance of the Project facilitiesplan. (a) Whenever applicableThe Borrower and the Bank shall from time to time, at the request of either party, exchange views on the progress achieved in the carrying out of the Project, Program and the Borrower shall cause competent and qualified consultants and contractors, acceptable actions specified in Schedule 4 to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADBthis Agreement. (b) The Prior to each such exchange of views, the Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable furnish to the Borrower Bank for its review and ADB, as applicable. The Borrower 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 thereincomment a report on the progress achieved in carrying out the Program, in such detail as ADB the Bank shall reasonably request. Section 4.043.04. Except as the Bank shall otherwise agree, procurement of the goods and consultants’ services to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to this Agreement. Section 3.05. The Borrower shall ensure strengthen the principal agencies of the Borrower involved in the implementation of the Program through the implementation of an action plan as set forth in Schedule 6 to this Agreement. To that end, the Borrower will make adequate administrative arrangements to coordinate the employment and activities of its departments consultants whose qualifications, experience and agencies with respect terms of reference shall be satisfactory to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresBank. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the expenditures financed out of the proceeds of the Loan. (b) The Borrower shall: (i) maintain separate have the records and accounts and records referred to in paragraph (a) of this Section for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBeach fiscal year audited, in accordance with international standards for appropriate auditing or the national equivalent principles consistently applied, by independent auditors acceptable to ADB; the Bank; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (vii) furnish to ADBthe Bank as soon as available, no but in any case not later than 6 six months after the end of each related fiscal such year, copies a certified copy of the report of such audited financial statementsaudit by said auditors, audit report of such scope and management letter, all in such detail as the English language, and Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning these documents said records and accounts and the audit thereof as ADB the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audits referred to in paragraph (b) ADB shall disclose of this Section and that the annual audited financial report of such audit contains a separate opinion by said auditors as to whether the statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBexpenditure submitted during such fiscal year, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project together with the auditors appointed pursuant procedures and internal controls involved in their preparation, can be relied upon to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in support the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreerelated withdrawals.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, and development environmental practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; , as soon as available but in any event not later than six (iv6) as part months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require make necessary arrangements for any representative representatives of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Schedule to the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in the carrying out of Section 4.03. The Borrower shall enable ADB's representatives to inspect the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, Goods and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments relevant records and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresdocuments. (a) The Borrower shall cause Uzbekenergo to (i) maintain separate accounts and records for the ProjectProject and for its overall operations; (ii) prepare annual have such accounts and related financial statements for the Project (balance sheet, statement of income and expenses, and related statements) audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; and (iii) furnish to ADB; (iv) as part , promptly after their preparation but in any event not later than 6 months after the end of each related fiscal years certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and . The Borrower shall cause Uzbekenergo to furnish to ADB such other further information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall cause Uzbekenergo to enable ADB, upon ADB's request, to discuss the Uzbekenergo's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by Uzbekenergo pursuant to subsection subparagraph (a)(iiia) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Uzbekenergo unless the Borrower Uzbekenergo shall otherwise agree. Section 4.05. The Borrower shall take all actions which shall be necessary on its part to enable Uzbekenergo to 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 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. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, abrogated or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account Agreement) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 3 to the Special Operations Loan Agreement, Schedule 5 to the Initial Special Operations Loan Agreement (which is incorporated herein by reference and form an integral part of this Loan Agreement) and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.06. The Borrower shall take all actions which shall be necessary on its part to enable IPBC to 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 (i) maintain separate accounts and records for exercise its rights under the Project; (ii) prepare annual financial statements for Subsidiary Loan Agreement in such a manner as to protect the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use interests of the Loan proceeds Borrower and compliance with ADB and to accomplish the financial covenants of this Loan Agreement as well as on the use purposes of the procedures for imprest account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestLoan. (b) ADB shall disclose No rights or obligations under the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions Subsidiary Loan Agreement shall be conducted only in assigned, amended, abrogated or waived without the presence prior concurrence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund(s) and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end close of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's ’s request, to discuss the financial statements for the Project and the Borrower's ’s financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development coastal management practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the LoanLoan and the GEF Grant, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall take all action which shall be necessary on its part to enable each of the LGUs to perform their respective obligations under the Subproject Financing Agreements, and shall not take or permit any action which would interfere with the performance of such obligations. Section 4.06. The Borrower shall exercise its rights under the Subproject Financing Agreements in such a manner as to protect the interests of the Borrower and ADB and accomplish the purpose of the Loan. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 9 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project with from time to time the auditors appointed Borrower’s auditor pursuant to subsection (a)(iiiSection 4.07(a) hereinabovehereabove, and shall authorize and require make necessary arrangements for any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.08. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.09. The Borrower shall ensure and cause the LGUs to ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, coastal management and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable enable ADB’s representatives to ADBinspect the Project, the funds, facilities, services, land Goods and other resources, as required, in addition to Works financed out of the proceeds of the Loan, for the carrying out of the Project and for the operation any relevant records and maintenance of the Project facilitiesdocuments. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicableSection 4.03. The Borrower shall furnish, or cause take all action which shall be necessary on its part to be furnished, enable the City Corporations to ADB, promptly after perform their preparation, such plans, design standards, specifications and work schedulesobligations under the Project Agreement, and shall not take or permit any material modifications subsequently made therein, in action which would interfere with the performance of such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresobligations. (a) The Borrower shall cause LGD to (i) maintain separate accounts and records for the ProjectProject and for its overall operations; (ii) prepare annual have such accounts and related financial statements for the Project (balance sheet, statement of income and expenses, and related statements) audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; and (iii) furnish to ADB; (iv) as part , promptly after their preparation but in any event not later than 6 months after the close of each the fiscal year to which they relate, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and . The Borrower shall cause LGD to furnish to ADB such other further information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBcause LGD, upon ADB's request, to enable ADB to discuss the LGD's financial statements for the Project and the Borrower's financial affairs where they relate from time to the Project time with the auditors auditors, appointed by LGD pursuant to subsection (a)(iiiSection 4.04(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, LGD unless the Borrower LGD shall otherwise agree. (a) The Borrower shall exercise its rights under the financing arrangements with the City Corporations and otherwise in such a manner as to protect the interests of the Borrower and ADB, accomplish the purposes of the Loan, and to enable the City Corporations to discharge their obligations under the Project Agreement in a prompt and efficient manner. (b) No rights or obligations under the financing arrangements shall be assigned, amended, or waived without the prior concurrence of ADB.‌

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development road construction and maintenance practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the SF Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesFacilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the ProjectProject and each Subproject; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehere above, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the goods financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, road construction and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development water management practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, available promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB the Borrower and ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall make 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, the Borrower undertakes to insure, or cause to be insured, the goods to be imported for the Project and to be financed 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. (a) The Borrower shall maintain, or cause to be maintained, records and accounts adequate to identify the goods and 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, the operations and financial condition of the agencies of the Borrower responsible for the carrying out of the Project and operation of the Project facilities, or any part thereof. (b) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable appropriate international auditing standards consistently applied, by independent auditors licensed by the Institute of Chartered Accountants of Nepal and satisfactory to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable furnish to ADB, as soon as available but in accordance with international standards for auditing or any event not later than 9 months after the national equivalent acceptable to ADB; (iv) as part end of each related Fiscal Year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyaccounts); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinaboveauditors, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. (a) The Borrower shall furnish, or cause to be furnished, to ADB all such reports and information as ADB shall reasonably request concerning (i) the Loan, and the expenditure of the proceeds and maintenance of the service thereof; (ii) the goods and services and other items of expenditure financed out of the proceeds of the Loan; (iii) the Project; (iv) the administration, operations and financial condition of MWSDB, KVWSMB, WUO, and any other agencies of the Borrower responsible for the carrying out of the Project and operation of the Project facilities, or any part thereof;

Particular Covenants. (a) The Borrower HPG and ETMAPG shall, and shall cause the Project Implementing Agencies to be carried carry out the Project with due diligence and efficiency efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, HPG and ETMAPG shall, and shall cause the Borrower shall performProject Implementing Agencies to, or cause to be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to HPG, ETMAPG and the Project Implementing Agencies, and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower HPG and ETMAPG shall, and shall cause the Project Implementing Agencies to, make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, resources as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower ETMAPG shall, and shall cause the Project Implementing Agencies to, employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower Except as ADB may otherwise agree, ETMAPG shall, and shall cause the Project Implementing Agencies to, procure all items of expenditures to be carried financed out of the proceeds of the Loan in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where 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. ETMAPG shall, and shall cause the Project Implementing Agencies to, carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. ETMAPG shall, and shall cause the Borrower and ADBProject Implementing Agencies to, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower ETMAPG shall, and shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for cause the Project Implementing Agencies to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance against such risks and in accordance such amounts as shall be consistent with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestsound practice. (b) ADB shall disclose Without limiting the annual audited financial statements generality of the foregoing, ETMAPG undertakes, and causes the Project Implementing Agencies to undertake, to insure, or cause to be insured, the Goods to be imported for the Project against hazards incident to the acquisition, transportation and delivery thereof to the opinion 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. HPG and ETMAPG shall maintain, or cause to be maintained, records and accounts adequate to identify the items of expenditure financed out of the auditors on the financial statements within 30 days proceeds of the date Loan, to disclose the use thereof in the Project, to record the progress of their receipt by posting them on ADB’s websitethe Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (ca) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project HPG and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinaboveETMAPG shall, and shall authorize and require any representative of such auditors cause the Project Implementing Agencies to participate in any such discussions requested by ADB. This is provided cooperate fully to ensure that such discussions shall be conducted only in the presence of an authorized officer purposes of the Borrower, unless the Borrower shall otherwise agreeLoan will be accomplished.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development railway construction, maintenance and operations practices. (b) In the carrying out of the Project and operation of the Project facilitiesGoods, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesGoods. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory acceptable to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work specifications and installation and commissioning schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work installation and commissioning schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities Goods are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Goods be operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, railway construction and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project and Works, and any relevant records and documents. (a) The Borrower shall cause MDF to (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 the imprest account account(s) and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable MDF to perform its obligations under the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations.

Particular Covenants. (a) The Borrower Each Participating Province shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and bio-energy development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower each Participating Province shall perform, or cause to be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to each Participating Province and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower Each Participating Province shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, equipment, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower each Participating Province shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The 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. Each Participating Province shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower Each Participating Province 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 4.04. The Borrower (a) Each Participating Province shall ensure that cause the activities of its departments Participating Enterprises to take out and agencies maintain with respect to responsible insurers, or make other arrangements in line with the carrying out of the Project and operation Borrower's regulations for, insurance of the Project facilities which are conducted being and coordinated have been developed or constructed by the concerned Participating Enterprise to such extent and against such risks and in accordance such amounts as shall be consistent with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestpractice. (b) ADB shall disclose Without limiting the annual audited financial statements generality of the foregoing, each Participating Province undertakes to insure, or cause to be insured, the Goods to be imported for the Project and the opinion to be financed out of the auditors on the financial statements within 30 days proceeds of the date Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of their receipt by posting them on ADB’s websiteuse or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. (c) The Borrower Section 2.06. Each Participating Province shall enable ADBmaintain, upon ADB's requestor cause to be 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 discuss disclose the financial statements for 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 the Borrower's financial affairs where they relate Participating Provinces shall cooperate fully to ensure that the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer purposes of the Borrower, unless the Borrower shall otherwise agreeLoan will be accomplished.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and power sector development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all its obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land land, and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate have its accounts and records for the Project; (ii) prepare annual financial statements for the Project (balance sheet, statement of income and expenses, and related statements) audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (ii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letterAgreement, all in the English language, ; and (iii) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial statements and its financial affairs where they relate from time to the Project time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, maintenance, and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and development highway and bridge construction practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 6 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; , as soon as available but in any event not later than six (iv6) as part months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinaboveauditors, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the goods financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, highway and bridge construction, and maintenance and operational practices.

Particular Covenants. (a) The Borrower and the Association shall cause from time to time, at the Project request of either party, exchange views on the progress achieved in carrying out the Program and the actions specified in Schedule 3 to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practicesthis Agreement. (b) In the carrying out Prior to each such exchange of the Project and operation of the Project facilitiesviews, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition furnish to the proceeds of Association for its review and comment a report on the Loan, for the progress achieved in carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 Association shall reasonably request. Section 4.043.02. Except as the Association shall otherwise agree, procurement of the goods to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 2 to this Agreement. Section 3.03. The Borrower shall: (a) strengthen the capabilities of the Sectoral Planning Unit, the Marketing Development Bureau and the Project Preparation and Monitoring Bureau, all in the Planning and Marketing Division of the Ministry of Agriculture and Livestock Development, and of the Economic, Planning and Marketing Division of the Ministry of Local Government, Community Development, Cooperatives and Marketing, to better monitor the policy changes under the Program; and (b) carry out studies on the coffee auction, the Industrial Companies, TCMB (Cashewnut)’s cashewnut processing plants and agricultural production parastatals. To that end, the Borrower shall ensure that the activities employ consultants and experts whose qualifications, experience and terms and conditions of its departments and agencies with respect employment shall be satisfactory to the carrying out of the Project Association. Such consultants and operation of the Project facilities are conducted and coordinated experts shall be selected in accordance with sound administrative policies the principles and proceduresprocedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices and expenditures financed out of the proceeds of the Credit. (b) The Borrower shall: (i) maintain separate have the records and accounts and records referred to in paragraph (a) of this Section including those for the Project; (ii) prepare annual financial statements Special Account for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBeach fiscal year audited, in accordance with international standards for appropriate auditing or the national equivalent principles consistently applied, by independent auditors acceptable to ADB; the Association; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (vii) furnish to ADBthe Association as soon as available, no but in any case not later than 6 six months after the end of each related fiscal such year, copies a certified copy of the report of such audited financial statementsaudit by said auditors, audit report of such scope and management letter, all in such detail as the English language, and Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning these documents said records and accounts and the audit thereof as ADB the Association shall from time to time reasonably request. (bc) ADB shall disclose 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) of this Section, records and 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; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audited financial audits referred to in paragraph (o) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBexpenditure submitted during such fiscal year, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project together with the auditors appointed pursuant procedures and internal controls involved in their preparation, can be relied upon to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in support the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreerelated withdrawals.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilitiesRoad, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesRoad. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities Road are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement Agreement, as well as on the use of the procedures for imprest account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project Road are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 5 2 to this Grant Agreement, Schedule 5 of the Loan Agreement and the Schedule to the Project Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower Recipient shall cause SPG and WMG to (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use of the Loan Grant proceeds and compliance with the financial covenants of this Loan Grant Agreement as well as on the use of the procedures for the imprest account and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any)letter; and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose on its website the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s websitereceipt. (c) The Borrower Recipient shall cause SPG and WMG to enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs of SPG and WMG where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the BorrowerRecipient, SPG or WMG unless the Borrower Recipient, SPG or WMG shall otherwise agree. Section 4.03. The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.04. The Recipient acknowledges and agrees that this Grant Agreement is entered into by ADB, not in its individual capacity, but as an administrator of the Grant for GEF. Accordingly, the Recipient agrees that (i) it may only withdraw Grant proceeds to the extent that ADB has received proceeds for the Grant from GEF; and (ii) that ADB does not assume any obligations or responsibilities of GEF in respect of the Project or the Grant other than those set out in this Grant Agreement.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and in the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable the MUB to 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 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. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower and the Association shall cause from time to time at least semi-annually, at the Project request of either party, exchange views on the progress achieved in carrying out the Program and the actions specified in Schedule 3 to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practicesthis Agreement. (b) In the carrying out Prior to each such exchange of the Project and operation of the Project facilitiesviews, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition furnish to the proceeds of Association for its review and comment a report on the Loan, for the progress achieved in carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 Association shall reasonably request. Section 4.043.02. Except as the Association shall otherwise agree, procurement of the goods to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 2 to this Agreement. Section 3.03. The Borrower shall ensure undertake studies in support of the Program. To that end, the activities Borrower shall employ consultants whose qualifications, experience and terms and conditions of its departments and agencies with respect employment shall be satisfactory to the carrying out of the Project and operation of the Project facilities are conducted and coordinated Association. Such consultants shall be selected in accordance with sound administrative policies the principles and proceduresprocedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the expen- ditures financed out of the proceeds of the Credit. (b) The Borrower shall: (i) maintain separate have the records and accounts and records referred to in para- graph (a) of this Section including those for the Project; (ii) prepare annual financial statements Special Account for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBeach fiscal year audited, in accordance with international standards for appropriate auditing or the national equivalent principles consistently applied, by independent auditors acceptable to ADB; the Association; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (vii) furnish to ADBthe Association as soon as available, no but in any case not later than 6 six months after the end of each related fiscal such year, copies a certified copy of the report of such audited financial statementsaudit by said auditors, audit report of such scope and management letter, all in such detail as the English language, and Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning these documents said records and accounts and the audit thereof as ADB the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Associa- tion 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; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audits referred to in paragraph (b) ADB shall disclose of this Section and that the annual audited financial report of such audit contains a separate opinion by said auditors as to whether the statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBexpenditure submitted during such fiscal year, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project together with the auditors appointed pursuant proce- dures and internal controls involved in their pre- paration, can be relied upon to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in support the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreerelated withdrawals.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development railway construction, maintenance and operations practices. (b) In the carrying out of the Project and operation of the Project facilitiesequipment, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesequipment. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADBemployed. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work specifications and installation and commissioning schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work installation and commissioning schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities equipment are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project equipment be operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, railway construction and maintenance and operational practices.

Particular Covenants. (a) The Borrower HPG and each IA shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, water supply, management, wastewater treatment and development river improvement practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower HPG and each IA shall perform, or cause to be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to HPG and the concerned IA and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower HPG, the concerned city and county governments and each IA shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, equipment, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower each IA shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The 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. Each IA shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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. Section 4.04. The Borrower (a) Each IA shall ensure that the activities of its departments take out and agencies maintain with respect responsible insurers, or make other arrangements satisfactory to the carrying out of the Project and operation ADB for, insurance of the Project facilities are conducted relating to the Subprojects concerning the IA to such extent and coordinated against such risks and in accordance such amounts as shall be consistent with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestpractice. (b) ADB Without limiting the generality of the foregoing, each IA undertakes to insure, or cause to be insured, the Goods to be imported for the concerned Subproject(s) under its implementation and to be financed 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. HPG and each IA shall maintain, or cause to be 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 annual audited financial statements for use thereof in the Project, to record the progress of the Project or the concerned Subproject(s) (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 of the one part and HPG and the opinion IAs of the auditors on other shall cooperate fully to ensure that the financial statements within 30 days purposes of the date of their receipt by posting them on ADB’s websiteLoan will be accomplished. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower IDCOL shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, social safeguard responsibility, and development practicesbusiness practices including maintenance of adequate accounts and records. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower IDCOL shall perform, or cause to be performed, perform all obligations set forth in each of the Loan Agreements to the extent that they are applicable to IDCOL and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower IDCOL shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land staff and other resources, as resources which are required, in addition to the proceeds of the LoanLoans, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower IDCOL shall employ and cause all Qualified Enterprises and POs to employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project Except as ADB may otherwise agree, all Goods, Works and consulting services to be carried financed out of the proceeds of the Loans shall be procured in accordance with the provisions of Schedule 2 to their respective Loan Agreements. 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. IDCOL shall procure that Qualified Enterprises shall carry out the projects in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicablein accordance with best international practice. The Borrower IDCOL 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower IDCOL shall (i) procure that Qualified Enterprises shall take out and maintain separate accounts with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of project facilities to such extent and records for the Project; (ii) prepare annual financial statements for the Project against such risks and in accordance such amounts as shall be consistent with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestsound practice. (b) ADB Without limiting the generality of the foregoing, IDCOL shall disclose procure that Qualified Enterprises shall insure, or cause to be insured, the annual audited financial statements Goods to be imported for the Project and the opinion to be financed out of the auditors on the financial statements within 30 days proceeds of the date Loans against hazards incident to the acquisition, transportation and delivery thereof to the place of their receipt by posting them on ADB’s websiteuse or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. (c) The Borrower Section 2.06. IDCOL shall enable ADBprocure that Qualified Enterprises shall maintain, upon ADB's requestor cause to be 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 Loans, to discuss disclose the financial statements for 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 IDCOL shall cooperate fully to ensure that the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer purposes of the Borrower, unless the Borrower shall otherwise agreeLoans will be accomplished.

Particular Covenants. (a) The Borrower shall cause the State to carry out the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, business, fiscal and development public resources management practices. (b) In the carrying out of the Project and operation of the Project facilitiesProject, the Borrower shall perform, or cause the State to be performedperform, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall cause the State to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause the State to employ competent and qualified consultants and contractorsconsultants, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the State to carry out the Project to be carried out in accordance with plans, design standards, specifications, specifications and work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies the State with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) Section 4.05. The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause MORD and the States to carry out the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and rural roads development and maintenance practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performedperformed by the Project Executing Agencies, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, available to MORD and the States promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, Loan and the Government Contribution for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicableSection 4.03. The Borrower shall furnish, ensure or cause the States 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the 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 enable ADB’s representatives to inspect the Project, the Works, and any relevant records and documents. (a) The Borrower shall or shall cause MORD to (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Section 4.06. Insofar as it relates to the Project, the Borrower shall take all actions which shall be necessary on its part to enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate Executing Agencies to perform their respective obligations under the Project with the auditors appointed pursuant to subsection (a)(iii) hereinaboveAgreements, and shall authorize and require not take or permit any representative action which would interfere with the performance of such auditors obligations. (a) Insofar as it relates to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the BorrowerProject, unless the Borrower shall otherwise agreeexercise its rights under the Financing Arrangements in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. (b) Insofar as it relates to the Project, no rights or obligations under the Financing Arrangements shall be assigned, amended, abrogated or waived without prior notice to ADB.

Particular Covenants. (a) The Borrower and the Bank shall from time to time, at the request of either party, exchange views on the progress achieved in carrying out the Program. (b) Prior to each such exchange of views, the Borrower shall furnish to the Bank for its review and comment a report on the progress achieved in carrying out the Program, in such detail as the Bank shall reasonably request. Section 3.02. Except as the Bank shall otherwise agree, procurement of the goods and consultants’ services to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 3 to this Agreement. (a) The Borrower shall cause ensure that all local currency transactions related to the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out use of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for Loan shall be made at the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADBmarket exchange rate. (b) The Borrower shall cause sell for the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable currency of the Borrower all proceeds from the Loan under Category (2) of Schedule 1 to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that National Bank of Belarus for the activities purposes of its departments and agencies with respect to the carrying out paragraph 3(b) of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresSchedule 1. (a) The Borrower shall maintain a project implementation agency (PIA) within the Borrower’s Ministry of Finance, which will be at all times headed by a coordinator with qualifications, terms of reference and experience satisfactory to the Bank, who shall be assisted by qualified staff in adequate numbers and by consultants, acceptable to the Bank, advising on such matters as procurement and disbursements; and (b) The PIA shall be responsible for: (i) maintain separate accounts advising on, overseeing, and records for coordinating procurement actions under the ProjectLoan; (ii) prepare annual financial statements for carrying out disbursement actions under the Project in accordance with accounting principles acceptable to ADBLoan; and (iii) have such financial statements audited annually by independent auditors maintaining all Project accounts including the Special Account. Section 3.05. The Borrower shall employ consultants whose qualifications, experience and terms and conditions of reference are acceptable employment shall be satisfactory to ADBthe Bank, in order to assist the Borrower in procurement and disbursement activities under the Loan. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with international standards for appropriate auditing or the national equivalent principles consistently applied, by independent auditors acceptable to ADB; the Bank; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (vii) furnish to ADBthe Bank as soon as available, no but in any case not later than 6 months after the end of each related fiscal such year, copies the report of such audited financial statementsaudit by said auditors, audit report of such scope and management letter, all in such detail as the English language, and Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning these documents said records and accounts and the audit thereof as ADB the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) ADB shall disclose of this Section and that the annual audited financial report of such audit contains a separate opinion by said auditors as to whether the statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBexpenditure submitted during such fiscal year, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project together with the auditors appointed pursuant procedures and internal controls involved in their preparation, can be relied upon to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in support the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreerelated withdrawals.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement and in the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable MUB to 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 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. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, abrogated or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyaccount); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and development railway practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall cause MOR to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall cause MOR to ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall cause MOR and the Project Company to (i) maintain separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; , as soon as available but in any event not later than six (iv6) as part months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditure); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's ’s request, to discuss the financial statements for the Project of MOR and the Borrower's Project Company and their financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of MOR and/or the Borrower, Project Company unless MOR and/or the Borrower Project Company shall otherwise agree. Section 4.06. The Borrower shall enable ADB’s representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower, through MOR, shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, railway, maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilitiesRailway, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesRailway. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities Railway are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project Railway are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and social safeguards, and development road maintenance and operational practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; , as soon as available but in any event not later than six (iv6) as part months after the end of each related fiscal year, unaudited copies of such auditaccounts and financial statements, have and not later than six (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 prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project and Project facilities financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental and social safeguards, and road maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out by the Project Executing Agencies with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performedperformed by the Project Executing Agencies, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, or cause to be made available by the States, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure or cause the State to ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) Section 4.05. The Borrower shall (i) maintain separate accounts and records for enable ADB's representatives to inspect the Project; (ii) prepare annual financial statements for , the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience Goods and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English languageWorks, and such other information concerning these documents any relevant records and the audit thereof as ADB shall from time to time reasonably requestdocuments. (b) Section 4.06. ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) Section 4.07. The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. In so far as it relates to the auditors appointed pursuant Project, the Borrower shall take all actions which shall be necessary on its part to subsection (a)(iii) hereinaboveenable each Project Executing Agency to perform its obligations under the Project Agreement, and shall authorize and require not take or permit any representative action which would interfere with the performance of such auditors obligations. (a) In so far as it relates to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the BorrowerProject, unless the Borrower shall otherwise agreeexercise its rights under the Financing Arrangements in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. (b) In so far as it relates to the Project, no rights or obligations under the Financing Arrangements shall be assigned, amended, abrogated or waived without the prior notice to ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilitiesFacilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.06. The Borrower shall take all actions which shall be necessary on its part to enable Maxsustrans and Tashkent Municipality to perform their respective 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 (i) maintain separate accounts and records for exercise its rights under the Project; (ii) prepare annual financial statements for Subsidiary Loan Agreement in such a manner as to protect the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use interests of the Loan proceeds Borrower and compliance with ADB and to accomplish the financial covenants of this Loan Agreement as well as on the use purposes of the procedures for imprest account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestLoan. (b) ADB shall disclose No rights or obligations under the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions Subsidiary Loan Agreement shall be conducted only in assigned, amended, abrogated or waived without the presence prior concurrence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 the imprest account fund and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall take all actions which shall be necessary on its part to enable the Bank of Mongolia to 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 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. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, abrogated or waived without the prior concurrence of ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, business and development practices. (b) In the carrying out of the Project and operation of the Project facilitiesProject, the Borrower shall perform, or cause to be performed, all the obligations set forth in Schedule 5 3 to this Loan Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project Project. Section 4.03. In addition to the reports and for the operation and maintenance information set forth in Section 7.04 of the Project facilities. (a) Whenever applicable, in the carrying out of the ProjectLoan Regulations, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 requestrequest concerning (a) the Qualified Enterprises, the Qualified Subprojects and the Subloans; and (b) the administration, operations and financial condition of IDCOL. Section 4.04. The Borrower shall ensure that enable ADB's representatives to inspect any Qualified Enterprise, any Qualified Subproject, the activities of its departments Goods and agencies with respect to the carrying out of the Project Works, and operation of the Project facilities are conducted any relevant records and coordinated in accordance with sound administrative policies and proceduresdocuments maintained by IDCOL. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) Section 4.05. ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. Section 4.06. The Borrower shall take all actions which shall be necessary on its part to enable IDCOL to perform its obligations under the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations. (ca) The Borrower shall enable ADB, upon ADB's request, exercise its rights under the Subsidiary Loan Agreement in such a manner as to discuss protect the financial statements for interests of the Project Borrower and ADB and to accomplish the Borrower's financial affairs where they relate to purposes of the Project with Loan. (b) No rights or obligations under the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions Subsidiary Loan Agreement shall be conducted only in assigned, amended, abrogated or waived without the presence prior concurrence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development railway construction, maintenance and operations practices. (b) In the carrying out of the Project and operation of the Project facilitiesequipment, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesequipment. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADBemployed. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work specifications and installation and commissioning schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work installation and commissioning schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities equipment are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project equipment be operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, railway construction and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate have its accounts and records for the Project; (ii) prepare annual financial statements for the Project (balance sheet, statement of income and expenses, cash flow and related statements) audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (ii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iii) furnish to ADB such other further information concerning these documents such accounts and financial statements, and the audit thereof thereof, as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial statements and its financial affairs where they relate from time to the Project time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall, promptly as required, take all action within its powers to maintain its corporate existence, to carry on its operations and to acquire, maintain and renew all rights, properties, powers, privileges and franchises which are necessary in the carrying out of the Project or in the conduct of its business. (b) The Borrower shall at all times conduct its business in accordance with sound technical, financial, business and development practices, and under the supervision of competent and experienced management and personnel. (c) The Borrower shall at all times operate and maintain its plants, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. Except as ADB may otherwise agree, the Borrower shall not sell, lease or otherwise dispose of any of its assets which shall be required for the efficient carrying on of its operations or the disposal of which may prejudice the ability of the Borrower to perform satisfactorily any of its obligations under this Loan Agreement.

Particular Covenants. (a) The Borrower and the Association shall cause from time to time, at the Project request of either party, exchange views on the progress achieved in carrying out the Program and the actions specified in Schedule 3 to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practicesthis Agreement. (b) In the carrying out Prior to each such exchange of the Project and operation of the Project facilitiesviews, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition furnish to the proceeds of Association for its review and comment a report on the Loan, for the progress achieved in carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 Association shall reasonably request. Section 4.043.02. The Borrower Except as the Association shall ensure that otherwise agree, procurement of the activities of its departments and agencies with respect goods to the carrying be financed out of the Project and operation proceeds of the Project facilities are conducted Credit shall be 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 qualifica-tions, experience and coordinated terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with sound administrative policies the principles and proceduresprocedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consul-tants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the expenditures financed out of the proceeds of the Credit. (b) The Borrower shall: (i) maintain separate have the records and accounts and records referred to in paragraph (a) of this Section including those for the Project; (ii) prepare annual financial statements Special Account for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBeach fiscal year audited, in accordance with international standards for appropriate auditing or the national equivalent principles consistently applied, by independent auditors acceptable to ADB; the Association; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (vii) furnish to ADBthe Association as soon as available, no but in any case not later than 6 six months after the end of each related fiscal such year, copies a certified copy of the report of such audited financial statementsaudit by said auditors, audit report of such scope and management letter, all in such detail as the English language, and Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning these documents said records and accounts and the audit thereof as ADB the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the 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 annual audits referred to in paragraph (b) ADB shall disclose of this Section and that the annual audited financial report of such audit contains a separate opinion by said auditors as to whether the statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBexpenditure submitted during such fiscal year, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project together with the auditors appointed pursuant procedures and internal controls involved in their preparation, can be relied upon to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in support the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreerelated withdrawals.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development water supply and sewerage practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, water supply and sewerage and maintenance and operational practices.

Particular Covenants. (a) The Borrower SPG shall cause make the proceeds of the Loan available to the Project Implementing Agencies through the respective onlending agreement upon terms and conditions acceptable to be carried ADB. Except as ADB may otherwise agree, the terms for the proceeds of the Loan made available to the Project Implementing Agencies 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) each Project Implementing Agency bearing the foreign exchange and interest rate variation risks of the proceeds of the Loan made available thereto. (b) The SPG shall carry out the Project with due diligence and efficiency efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (bc) In the carrying out of the Project and operation of the Project facilities, the Borrower SPG shall perform, or cause to be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to the SPG, and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower SPG shall cause the Project Implementing Agencies to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, resources as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower SPG shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory acceptable to the Borrower and ADB. (b) The Borrower Except as ADB may otherwise agree, the SPG shall procure, or cause the Project Implementing Agencies to procure, all items of expenditures to be carried financed out of the proceeds of the Loan in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where 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 acceptable to ADB. Section 2.04. The SPG shall carry out, or cause the Project Implementing Agencies to carry out, the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower SPG shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for cause the Project in accordance Implementing Agencies to take out and maintain with accounting principles responsible insurers, or make other arrangements acceptable to ADB; (iii) have ADB for, insurance against such financial statements audited annually by independent auditors whose qualifications, experience risks and terms of reference are acceptable to ADB, in accordance such amounts as shall be consistent with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestsound practice. (b) ADB shall disclose Without limiting the annual audited financial statements generality of the foregoing, the SPG undertakes to insure, or cause to be insured, the Goods to be imported for the Project 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. The SPG shall maintain, or cause to be maintained, records and accounts adequate to identify the 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 the opinion SPG shall cooperate fully to ensure that the purposes of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s websiteLoan will be accomplished. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices.practices.‌ (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account proceeds) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development agrarian reform practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 9 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require make necessary arrangements for any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, agrarian reform and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund(s) and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.08. The Borrower shall take all actions which shall be necessary on its part to enable ARS to perform its obligations under the Project Agreement, and shall not take or permit any action which would interfere with the performance of such obligations.

Particular Covenants. (a) The Borrower GPG shall, and shall cause the EPP-PMO to, carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environment protection and development business practices. (b) In the carrying out of the Project and operation of the Project facilities, GPG shall, and shall cause the Borrower shall performEPP-PMO to, or cause to be performed, perform all obligations set forth in the Grant Agreement to the extent that they are applicable to GPG, the EPP-PMO, and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower GPG shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, servicesservices equipment, land and other resources, as resources which are required, in addition to the proceeds of the LoanGrant, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower GPG shall, and shall cause the EPP-PMO to, employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower Except as ADB may otherwise agree, all goods and services to be financed out of the proceeds of the Grant shall be procured in accordance with the provisions of Schedule 3 to the Grant Agreement. ADB may refuse to finance a contract where goods or services have not been procured under procedures substantially in accordance with those agreed between the Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. GPG shall, and shall cause the EPP-PMO to, carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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. Section 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English languageGPG shall, and shall cause the EPP-PMO to, take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project facilities to such other information concerning these documents extent and the audit thereof against such risks and in such amounts as ADB shall from time to time reasonably requestbe consistent with sound practice. (b) ADB shall disclose Without limiting the annual audited financial statements generality of the foregoing, GPG undertakes to insure, or cause to be insured, the goods to be imported for the Project and the opinion to be financed out of the auditors on the financial statements within 30 days proceeds of the date Grant against hazards incident to the acquisition, transportation and delivery thereof to the place of their receipt by posting them on ADB’s websiteuse or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such goods. (c) The Borrower Section 2.06. GPG shall, and shall enable ADBcause the EPP-PMO to, upon ADB's requestmaintain, or cause to be maintained, records and accounts adequate to identify the goods and services and other items of expenditure financed out of the proceeds of the Grant, to discuss disclose the financial statements for use thereof in the Project, to record the progress of the Project and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB and GPG shall cooperate fully to ensure that the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer purposes of the Borrower, unless the Borrower shall otherwise agreeGrant will be accomplished.

Particular Covenants. (a) The Borrower shall cause the State to carry out the Project to be carried out with due diligence and efficiency and in conformity with sound applicable administrative, technical, financial, business, engineering, environmental and urban development and public utility practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make availableavailable to the State, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) Section 4.03. The Borrower shall cause the Project State to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) Section 4.04. The Borrower shall take all action which shall be necessary on its part to enable the State to perform its obligations under the Project Agreement, including the establishment and maintenance of tariffs as stipulated in paragraphs 6 and 7 of Schedule 5 to this Loan Agreement, and shall not take or permit any action which would interfere with the performance of such obligations. Section 4.05. The Borrower shall (ia) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (iib) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (c) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (d) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (ba) ADB In relation to the Project, the Borrower shall disclose exercise its rights under the annual audited financial statements for Financing Arrangements in such a manner as to protect the Project and the opinion interests of the auditors on Borrower and ADB and to accomplish the financial statements within 30 days purposes of the date of their receipt by posting them on ADB’s websiteLoan. (cb) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate In relation to the Project with Project, no rights or obligations under the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions Financing Arrangements shall be conducted only in the presence of an authorized officer of the Borrowerassigned, unless the Borrower shall otherwise agreeamended, abrogated or waived without prior notice to ADB.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, and development railway practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall cause MOR to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall cause MOR to ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause MOR to maintain, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditure); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's and/or MOR's financial statements for the Project Project, and the Borrower's financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the BorrowerBorrower and/or MOR, or unless the Borrower and/or MOR shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower, through MOR, shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, railway, and maintenance and operational practices.

Particular Covenants. (a) The Borrower SAWMC shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower SAWMC shall perform, or cause to be performed, perform all obligations set forth in Schedule 5 the Loan Agreement to this Loan Agreementthe extent that they are applicable to SAWMC. Section 4.022.02. The Borrower SAWMC shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, resources as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower SAWMC shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Except as ADB may otherwise agree, SAWMC shall procure all items of expenditures to be financed out of the proceeds of the Loan in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where 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. SAWMC shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB and taking into consideration regional development plans and/or master plans of the Borrower and ADB, as applicablearea. The Borrower SAWMC 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. The Project will include specified WSS networks in the city development cadastre in accordance with Presidential Decree, sub-para 1.7.4, dated 4 September 2012, No. 695 on application of Law on Approval, Entry into Force and Relevant Juridical Regulation of City Development and Construction Code of the Republic of Azerbaijan. Section 4.042.05. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower SAWMC shall (i) take out and maintain separate accounts with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project facilities to such extent and records for the Project; (ii) prepare annual financial statements for the Project against such risks and in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) amounts as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeconsistent with sound practice.

Particular Covenants. (a) The Borrower Each of Bangladesh Bank, BASIC Bank and Eastern Bank shall carry out, and shall cause the Participating MFIs to carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development banking practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower each of Bangladesh Bank, BASIC Bank and Eastern Bank shall perform, or cause to be performed, perform all obligations set forth in Schedule 5 to the Loan Agreement and all obligations set forth in the Schedule to this Loan AgreementProject Agreement to the extent that they are applicable to any of them respectively. Section 4.023.02. The Borrower Each of Bangladesh Bank, BASIC Bank and Eastern Bank shall make available, and shall cause the Participating MFIs to make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicableSection 3.03. Except as ADB may otherwise agree, in the carrying all Goods, Works and Consulting Services to be financed out of the Projectproceeds 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 shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon or where the terms and conditions of the contract are not satisfactory to the Borrower and ADB. (b) The Borrower Section 3.04. Each of Bangladesh Bank, BASIC Bank and Eastern Bank shall carry out, and shall cause the Project Participating MFIs to be carried carry out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable the relevant provisions of the Loan Agreement, including paragraphs 16-30 of Schedule 5 to ADBthe Loan Agreement. Section 3.05. Each of Bangladesh Bank, BASIC Bank and Eastern Bank shall maintain, and BASIC Bank and Eastern Bank shall cause the Participating MFIs to maintain, records and accounts adequate (i) to identify the Goods, Works and Consulting Services and other items of expenditure financed out of the proceeds of the Loan; (ii) to disclose the use thereof in the Project; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience to record the progress of the Project (including the cost thereof); and terms of reference are acceptable (iv) to ADBreflect, in accordance with international standards for auditing or consistently maintained sound accounting principles, its operations and financial condition. Section 3.06. (a) ADB, Bangladesh Bank, BASIC Bank and Eastern Bank shall cooperate fully to ensure that the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use purposes 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestwill be accomplished. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, legal and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractorscontractors for the activities described in paragraph 3 of Schedule 1 to the Loan Agreement, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with applicable Borrower’s laws and sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, statements and 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 account proceeds) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.and

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, farming and development land improvement practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the goods financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, farming and land improvement, and maintenance and operational practices.

Particular Covenants. (a) The Borrower and the Association shall cause from time to time, at the Project to be carried request of either party, exchange views on the progress achieved in carrying out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practicesthe Program. (b) In the carrying out Prior to each such exchange of the Project and operation of the Project facilitiesviews, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition furnish to the proceeds of Association for its review and comment a report on the Loan, for the progress achieved in carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 Association shall reasonably request. (c) Without limitation upon the provisions of paragraph (a) of this Section, the Borrower shall exchange views with the Association on any proposed action to be taken after the disbursement of the Credit which would have the effect of materially reversing the objectives of the Program, or any action taken under the Program. Section 4.043.02. The Borrower shall, until the entire proceeds of the Credit shall have been disbursed: (i) maintain the PMU within the MEF with the necessary staffing, functions and resources, and charge it with the responsibility for the overall supervision of Project implementation; (ii) ensure that the activities of its departments and agencies with respect PMU is headed by a qualified Project Director acceptable to the carrying Association, and is staffed by qualified personnel in adequate numbers; and (iii) promptly provide all funds, facilities, services and other resources required to enable the PMU to duly carry out all its functions and responsibilities. Section 3.03. Except as the Association shall otherwise agree, procurement of the goods to be financed out of the Project and operation proceeds of the Project facilities are conducted and coordinated in accordance with sound administrative policies and proceduresCredit shall be governed by the provisions of Schedule 2 to this Agreement. (a) The Borrower shall maintain or cause to be maintained records and separate accounts adequate to reflect in accordance with consistently maintained sound accounting practices the expenditures financed out of the proceeds of the Credit. (b) The Borrower shall: (i) maintain separate have the records and accounts and records referred to in paragraph (a) of this Section for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBeach Fiscal Year audited, in accordance with international standards for appropriate auditing or the national equivalent principles consistently applied, by independent auditors acceptable to ADB; the Association; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (vii) furnish to ADBthe Association as soon as available, no but in any case not later than 6 six (6) months after the end of each related fiscal such year, copies a certified copy of the report of such audited financial statementsaudit by said auditors, audit report of such scope and management letter, all in such detail as the English language, and Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning these documents said records and accounts and the audit thereof as ADB the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one (1) year after the 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, or customs certificates, as appropriate) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audits referred to in paragraph (b) ADB shall disclose of this Section and that the annual audited financial report of such audit contains a separate opinion by said auditors as to whether the statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADBexpenditure submitted during such Fiscal Year, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project together with the auditors appointed pursuant procedures and internal controls involved in their preparation, can be relied upon to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in support the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreerelated withdrawals.

Particular Covenants. (a) The Borrower shall cause, or cause the State/ Project Executing Agency to be carried carry out the Project with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performedperformed by the State/Project Executing Agency, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available, or cause to be made available by the State/Project Executing Agency, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.044.03. The Borrower shall ensure that the activities of its departments and agencies agencies, or that of the State/Project Executing Agency, with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) Section 4.04. ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) Section 4.05. The Borrower shall enable ADB's representatives to inspect the Project, upon ADB's requestthe Goods and Works, and any relevant records and documents. Section 4.06. The Borrower shall ensure or cause the State/Project Executing Agency to discuss the financial statements for the Project and the Borrower's financial affairs where they relate ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices. Section 4.07. In so far as it relates to the auditors appointed pursuant Project, the Borrower shall take all actions which shall be necessary on its part to subsection (a)(iii) hereinaboveenable the State and HPPTCL to perform their obligations under the Project Agreement, and shall authorize and require not take or permit any representative action which would interfere with the performance of such auditors obligations. (a) In relation to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the BorrowerProject, unless the Borrower shall otherwise agreeexercise its rights under the financing arrangements with the State pursuant to Section 3.01 of this Loan Agreement in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan. (b) In relation to the Project, no rights or obligations under such financing arrangements shall be assigned, amended, abrogated or waived without the prior notice of ADB.

Particular Covenants. (a) The Borrower State and MSEDCL shall cause carry out the Project to be carried out Program with due diligence and efficiency efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project Program and operation of the Project Program facilities, the Borrower State and MSEDCL shall perform, or cause to be performed, perform all obligations set forth in Schedule 5 the Loan Agreement to this Loan Agreementthe extent that they are applicable to the State and MSEDCL, respectively. Section 4.022.02. The Borrower State and MSEDCL shall make available, promptly as needed needed, and on terms and conditions mutually acceptable to ADBADB and the Borrower, the funds, facilities, services, land and other resources, resources as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProgram. (a) Whenever applicable, in Section 2.03. In the carrying out of the ProjectProgram, the Borrower State and MSEDCL, respectively, shall cause engage competent and qualified consultants and contractors, acceptable to ADB to be employed contractors to an extent and upon terms and conditions mutually satisfactory to ADB and the Borrower and ADBBorrower. (b) Section 2.04. The Borrower State and MSEDCL shall cause carry out the Project to be carried out Program in accordance with plans, design standards, specifications, work schedules and construction methods mutually acceptable to ADB and the Borrower and ADB, as applicableBorrower. The Borrower State and MSEDCL 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 4.042.05. The Borrower State and MSEDCL, as appropriate, shall ensure that take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Program facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. Section 2.06. The State and MSEDCL shall as applicable, maintain, or cause to be maintained, records and accounts adequate to identify the activities of its departments and agencies with respect to the carrying Eligible Expenditures financed out of the Project and operation proceeds of the Project facilities are conducted Loan, to disclose the use thereof in the Program, to record the progress of the Program (including the cost thereof) and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADBreflect, in accordance with international standards for auditing or consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB, the national equivalent acceptable State and MSEDCL shall cooperate fully to ADB; (iv) as part of each such audit, have ensure that the auditors prepare a report (which includes the auditors’ opinion on the financial statements, use purposes 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestwill be accomplished. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if anyAgreement); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this the Special Operations Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ ' opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the Borrower's financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiia) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower through the Project Executing Agency shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower through the Project Executing Agency shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower through the Project Executing Agency 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund(s) and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower JPG and each IA shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental, water supply, solid waste management, wastewater treatment and development river improvement practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower JPG and each IA shall perform, or cause to be performed, perform all obligations set forth in the Loan Agreement to the extent that they are applicable to JPG and the concerned IA and all obligations set forth in the Schedule 5 to this Loan Project Agreement. Section 4.022.02. The Borrower JPG, the concerned city and county governments and each IA shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, equipment, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower each IA shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The 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. Each IA shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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. Section 4.04. The Borrower (a) Each IA shall ensure that the activities of its departments take out and agencies maintain with respect responsible insurers, or make other arrangements satisfactory to the carrying out of the Project and operation ADB for, insurance of the Project facilities are conducted relating to the Subprojects concerning the IA to such extent and coordinated against such risks and in accordance such amounts as shall be consistent with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestpractice. (b) ADB Without limiting the generality of the foregoing, each IA undertakes to insure, or cause to be insured, the Goods to be imported for the concerned Subproject(s) under its implementation and to be financed 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. JPG and each IA shall maintain, or cause to be 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 annual audited financial statements for use thereof in the Project, to record the progress of the Project or the concerned Subproject(s) (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 of the one part and JPG and the opinion IAs of the auditors on other shall cooperate fully to ensure that the financial statements within 30 days purposes of the date of their receipt by posting them on ADB’s websiteLoan will be accomplished. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account fund and statement of expenditures) and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. Section 4.07. The Borrower shall ensure that any facilities relevant to the Project are operated, maintained and repaired in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and highway and road construction, and development operation and maintenance road practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, contractors acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable ; (iii) furnish to ADB; (iv) , as part soon as available but in any event not later than 6 months after the end of each related fiscal year, certified copies of such audit, have audited accounts and financial statements and the report of the auditors prepare a report relating thereto (which includes including the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control account/statement of the Project that were identified in the course of the audit, if anyexpenditures); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, ; and (iv) furnish to ADB such other information concerning these documents such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's ’s request, to discuss the Borrower’s financial statements for the Project and the Borrower's its financial affairs where they relate related to the Project from time to time with the auditors appointed by the Borrower pursuant to subsection (a)(iiiSection 4.05(a) hereinabovehereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is , provided that any such discussions discussion shall be conducted only in the presence of an authorized officer of the Borrower, Borrower unless the Borrower shall otherwise agree. Section 4.06. The Borrower shall enable ADB’s representatives to inspect the Project, the Goods and Works financed out of the proceeds of the Loan, and any relevant records and documents. Section 4.07. The Borrower shall ensure that the Project facilities are operated, maintained and repaired in accordance with sound administrative, financial, engineering, environmental, highway and road construction, and maintenance and operational practices.

Particular Covenants. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technicaladministrative, financial, businessengineering, environmental and development social safeguards, road construction and road maintenance and operational practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land and other resources, as resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project and for the operation and maintenance of the Project facilities. (a) Whenever applicable, in In the carrying out of the Project, the Borrower shall cause competent and qualified consultants and contractors, acceptable to ADB ADB, to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower shall cause the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower shall (i) maintain maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual have such accounts and related financial statements for the Project audited annually, in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (viii) furnish to ADB, no as soon as available but in any event not later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably request. (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 30 days of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.six

Particular Covenants. (a) The Borrower Project Implementing Agencies shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technicaladministrative, financial, businessoperational, and development banking and finance practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower Project Implementing Agencies shall perform, or cause to be performed, perform all obligations set forth in Schedule 5 the Grant Agreement to this Loan Agreementthe extent that they are applicable to the Project Implementing Agencies. Section 4.022.02. The Borrower Project Implementing Agencies shall make available, promptly as needed and on terms and conditions acceptable to ADBneeded, the funds, facilities, services, land services and other resources, as resources which are required, in addition to the proceeds of the LoanGrant, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower Project Implementing Agencies shall cause employ competent and qualified consultants and contractorsconsultants, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) Except as ADB may otherwise agree, all Goods, Works and Consulting services shall be procured in accordance with the provisions of Schedule 3 to the 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 Recipient and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. The Borrower Project Implementing Agencies shall cause carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower Project Implementing 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. Section 4.04. (a) The Borrower Project Implementing Agencies shall ensure that take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the activities generality of its departments the foregoing, each of the Project Implementing Agencies undertakes to insure, or cause to be insured, the Goods to be imported for the Project and agencies with respect to be financed out of the proceeds of the Grant against hazards incident to the carrying 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. Each of the Project Implementing Agencies shall maintain, or cause to be 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 Grant, to disclose the use thereof in the Project, to record the progress of the Project and operation of the Project facilities are conducted and coordinated to reflect, in accordance with consistently maintained sound administrative policies accounting principles, its operations and proceduresfinancial condition. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control Each of the Project Implementing Agencies shall cooperate fully to ensure that were identified in the course purposes of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestGrant will be accomplished. (b) ADB shall disclose the annual audited financial statements for Each of the Project Implementing Agencies shall promptly inform ADB and the opinion Recipient of any condition which interferes with, or threatens to interfere with, the progress of the auditors on Project, the financial statements within 30 days performance of its obligations under this Project Agreement, or the accomplishment of the date purposes of their receipt by posting them on ADB’s websitethe Grant. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for ADB and the Project Implementing Agencies shall from time to time, at the request of either party, exchange views through their representatives with regard to any matters relating to the Project, the Project Implementing Agencies and the Borrower's financial affairs where they relate Grant. Section 2.08. (a) The Project Implementing Agencies shall furnish to ADB all such reports and information as ADB shall reasonably request concerning (i) the Project with Grant and the auditors appointed pursuant to subsection expenditure of the proceeds thereof; (a)(iiiii) hereinabovethe Goods, Works and shall authorize Consulting Services and require any representative other items of expenditure financed out of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in proceeds; (iii) the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agree.Project;

Particular Covenants. (a) The Borrower Each Implementing Agency shall cause carry out the Project to be carried out with due diligence and efficiency efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, the Borrower each Implementing Agency shall perform, or cause to be performed, perform all obligations set forth in Schedule 5 the Loan Agreement and the Grant Agreement to this Loan Agreementthe extent that they are applicable to the Implementing Agency. Section 4.022.02. The Borrower Each Implementing Agency shall make available, promptly as needed needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources, resources as required, in addition to the proceeds of the LoanLoan and the Grant, for the carrying out of the Project and for the operation and maintenance of the Project facilitiesProject. (a) Whenever applicable, in In the carrying out of the Project, the Borrower each Implementing Agency shall cause employ competent and qualified consultants and contractors, acceptable to ADB to be employed ADB, to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (b) The Borrower Except as ADB may otherwise agree, each Implementing Agency shall cause procure all items of expenditures to be financed out of the proceeds of the Loan and the Grant in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where any such item has not been procured under procedures substantially in accordance with those agreed between Bangladesh and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. Each Implementing Agency shall carry out the Project to be carried out in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to the Borrower and ADB, as applicable. The Borrower Each Implementing Agency 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 4.04. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures. (a) The Borrower Each Implementing Agency shall (i) take out and maintain separate accounts with responsible insurers, or make other arrangements satisfactory to ADB for, insurance against such risks and records for the Project; (ii) prepare annual financial statements for the Project in accordance such amounts as shall be consistent with accounting principles acceptable to ADB; (iii) have such financial statements audited annually by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements, 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 account and a management letter (which sets out the deficiencies in the internal control of the Project that were identified in the course of the audit, if any); and (v) furnish to ADB, no later than 6 months after the end of each related fiscal year, copies of such audited financial statements, audit report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB shall from time to time reasonably requestsound practice. (b) ADB shall disclose Without limiting the annual audited financial statements generality of the foregoing, each Implementing Agency undertake to insure, or cause to be insured, the Goods to be imported for the Project 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. Each Implementing Agency shall maintain, or cause to be maintained, records and accounts adequate to identify the items of expenditure financed out of the proceeds of the Loan and the opinion Grant, to disclose the use thereof in the Project, to record the progress of the auditors on Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial statements within 30 days condition. Section 2.07. (a) ADB and each Implementing Agency shall cooperate fully to ensure that the purposes of the date of their receipt by posting them on ADB’s website. (c) The Borrower shall enable ADB, upon ADB's request, to discuss the financial statements for the Project Loan and the Borrower's financial affairs where they relate to the Project with the auditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB. This is provided that such discussions shall be conducted only in the presence of an authorized officer of the Borrower, unless the Borrower shall otherwise agreeGrant are accomplished.