Common use of Particular Covenants Clause in Contracts

Particular Covenants. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreement, certified 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project with the Auditors, and shall authorize and require any representative of such Auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. 4.01. The Borrower shall ensure that the PDA Project is implemented in accordance with the detailed arrangements set forth in the PDA XXX. Any subsequent change to the PDA XXX shall become effective only after approval of such change by the Borrower and ADB. In the event of any discrepancy between the PDA XXX on the one hand, and the PDA Loan Agreement and these General Terms and Conditions on the other hand, the provisions of the PDA Loan Agreement and these General Terms and Conditions shall prevail. 4.02. The Borrower shall make available, or cause the PDA Project Executing Agency to make available, promptly as needed the funds, facilities, services as required, in addition to the proceeds of the PDA Loan, for the carrying out of the PDA Project. 4.03. Whenever applicable, in the carrying out of the PDA Project, the Borrower shall cause competent and qualified consultants acceptable to ADB to be employed to an extent and upon terms and conditions satisfactory to the Borrower and ADB. (a) The Recipient Borrower shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the PDA Project; (ii) prepare annual financial statements for the PDA Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and statements, use of the PDA Loan proceeds as well as on the use of the Grant proceeds, procedures for statement of expenditures) 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the PDA Project and the Borrower’s financial affairs where they relate to the PDA Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.05. The Recipient Borrower shall enable ADB's representatives to inspect the PDA Project, the goods, works and services financed out of the proceeds of the Grant, Goods and any relevant records and documents. Section 4.03. (a) The Recipient shall include in bidding documents and contracts financed in whole or in part out of Borrower, the Grant a provision requiring bidders, suppliers, contractorsPDA Project Executing Agency, and consultants the implementing agencies, shall (i) comply with ADB’s Anticorruption Policy (1998, as amended to permit ADB or its representative to inspect their accounts date) and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants acknowledge that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultantinvestigate directly, as the case may be, recommended for award has directly or through an agentits agents, engaged in any alleged corrupt, fraudulent, collusive, collusive or coercive practices in competing practice relating to the PDA Project; and (ii) cooperate with any such investigation and extend all necessary assistance for the contract in questionsatisfactory completion of such investigation. Section 4.06. (b) The Borrower, the PDA Project Executing Agency and the implementing agencies shall ensure that the anticorruption provisions acceptable to ADB reserves are included in all bidding documents and contracts, including provisions specifying the right of ADB to sanction a party or its successoraudit and examine the records and accounts of the executing and implementing agencies and all suppliers, including declaring ineligibleconsultants, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that and other service providers as they relate to the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contractPDA Project. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. 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. If and to the extent the provisions of this Loan Agreement assign duties and obligations to any other party than the Borrower (including, without limitation, BPC), the Borrower shall ensure that such party observes those duties and performs those obligations in accordance with the relevant provisions of this Loan Agreement. (a) The Recipient Borrower shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to Section 4.02(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services Works financed out of the proceeds of the GrantLoan, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such accounts and related financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 (viii) furnish to ADB no ADB, as soon as available but in any event not later than 6 months after receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreement, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the Auditors relating thereto (including the Auditors' opinion on the use of the Grant proceeds as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project with the Auditors, and shall authorize and require any representative of such Auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services goods financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest funds 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Ordinary Operations Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) cause each Participating Bank to maintain the Special Account and other separate accounts and records for the Subloan(s); (iii) prepare annual financial statements for the Project in accordance with financial reporting standards accounting principles acceptable to ADB; (iiiiv) cause each Participating Bank to prepare and submit to the Borrower a statement of utilization of funds for the Subloan(s) in accordance with accounting principles acceptable to ADB; (v) have such financial statements statements, including the statement of utilization of funds for the Subloan(s) prepared by each Participating Bank, 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 Auditorsnational equivalent acceptable to ADB; (ivvi) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements, statements of utilization of funds, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement and the Onlending Agreements as well as on the use of the Grant proceeds, procedures for the imprest funds 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 (vvii) furnish to ADB ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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) The Borrower shall cause each Participating Bank to (i) prepare its own entity-level annual financial statements in accordance with national accrual- based financing reporting standards acceptable to ADB; (ii) 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; (iii) as part of each such audit, have the auditors prepare a report (which includes the auditors’ opinion on the financial statements) and a management letter; and (iv) furnish to ADB through the Borrower, 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. (c) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements referred to in Section 4.02(a) hereinabove within 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (cd) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(v) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. (e) The Borrower shall cause each Participating Bank to enable ADB, upon ADB's request, to discuss the entity-level annual financial statements and the Participating Bank’s financial affairs where they relate to the Subproject(s) with the auditors appointed pursuant to subsection (b)(ii) 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 Participating Bank, unless the Participating Bank shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for the imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 3 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Recipient’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goodsGoods, works Works and services financed out of the proceeds of the GrantServices, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement [as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 5 to the Financing Agreement. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedure for statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Recipient pursuant to Section 4.02(a) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole take all actions which shall be necessary on its part to enable the Project Executing Agency to perform its obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. Notwithstanding any other provision of this Grant Agreement, ADB reserves is neither obligated to make any disbursement from the right Grant Account, except to reject the extent that ADB has received the Government of Norway Grant funds, nor is it acting as a proposal for award if it determines that representative of the bidder or Government of Norway. As the consultantGrant will be made available in installments over several years, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing applicable exchange rate for the contract in question. Section 4.06conversion of the Grant from Norwegian krone to Dollars shall be reasonably determined by ADB on the dates ADB receives each such installment. The Dollar amounts made available to the Recipient will be adjusted, if necessary, depending on the actual exchange rates used for the Grant funds. ADB reserves assumes no liability for any exchange rate fluctuations during ADB’s administration of the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contractGrant. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantConsulting Services, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. 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 enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient Borrower shall and shall cause NBR to (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest accounts and statement of expenditures), all in the English language, ; and (iv) furnish to ADB such other information concerning 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the RecipientBorrower's and NBR’s financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to subparagraph (a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower or NBR, unless the Recipient Borrower or NBR, as applicable, shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole take all actions which shall be necessary on its part to enable NBR to perform its obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out 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 enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient Borrower shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to subsection (a) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole take all actions which shall be necessary on its part to enable TM, PM and SJM to perform its obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to this Loan Agreement and the Project Agreement. Section 4.02. Upon ADB’s request, the Borrower shall enable ADB’s representatives to inspect the Project, the Goods, Works and Services and any relevant records and documents. (a) The Borrower shall, in relation to the part of the Project to be implemented by NBR, (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Borrower’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable the 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 Agreement in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Agreement shall be assigned, amended, abrogated or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement and the Project Agreement. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include take all actions which shall be necessary on its part to enable CTEVT 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 Recipient shall exercise its rights under the Subsidiary Grant Agreement in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Recipient and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Grant. (b) No rights or obligations under the Subsidiary Grant Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause NPC to perform, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient Borrower shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to Section 4.02(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole take all actions which shall be necessary on its part to enable the NPC to perform its obligations under the NPC Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Borrower’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's ’s representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to this Loan Agreement. Section 4.02. The Borrower shall enable ADB's representatives to inspect the Project, the Goods, Works and Services 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 financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) herein above, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 5 to the ADB Loan Agreement. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient shall shall: (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient 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. (ib) maintainIn the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to 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, 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. 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 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the statements, use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.06. The Recipient Borrower shall take all actions which shall be necessary on its part to enable ADB's representatives NAC to inspect perform its obligations under the Project, the goods, works and services financed out of the proceeds of the GrantProject Agreement, and shall not take or permit any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to the ADB Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare financial statements for the Project in accordance with financial reporting standards accounting principles acceptable to ADB; (iii) have such financial statements audited by the AuditorsAuditors in accordance with international standards for auditing or the national equivalent acceptable to ADB; (iv) as part of such audit, have the Auditors prepare a report, report (which includes the Auditors’ opinion(s) opinion on the financial statements and statements, use of the Grant proceeds as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, as soon as available but in no event later than 6 months after the receipt by ADB of the statement of expenditures referred to in Schedule 2 to of this Grant Agreement, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. 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 ensure that the Implementing Agencies (i) maintain separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements of the Implementing Agencies for the Project and their financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to subparagraph (a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole or in take all actions which shall be necessary on its part out of to enable the Grant an undertaking by the suppliers, contractors Regional Council and the consultants that no feesHill District Councils to perform their obligations under the Project Agreement, gratuities, rebates, gifts, commissions, and shall not take or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 on Auditing or the Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 9 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain or caused to be maintained separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, 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); and (v) furnish to ADB ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s websitereceipt. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out the Project and operation of the Project-related facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and in the Project Agreement. Section 4.02. 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole 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 in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the statements, use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include acknowledges and agrees that this Grant Agreement is entered into by ADB, not in contracts financed its individual capacity, but as grant administrator for JFPR. Accordingly, the Recipient agrees that (i) it may only withdraw Grant proceeds to the extent that ADB has received proceeds for the Grant from the JFPR, and (ii) that ADB does not assume any obligations or responsibilities of JFPR in whole or in part out respect of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid Project or the proposal, have been given or received Grant other than those set out in connection with the procurement process, the consultant selection process or in contract executionthis Grant Agreement. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Recipient’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's ’s representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out 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 enable ADB's representatives to inspect the Project and Works, and any relevant records and documents. (a) The Recipient shall Borrower shall: (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 9 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds), 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to subsection (a) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable UWSCG 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 contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, and shall cause ADBL, SFDB and NRB to maintain separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for imprest account/statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s, ADBL’s, SFDB’s and NRB’s financial statements for the Project and its financial affairs related to the Project from time to time with the AuditorsRecipient’s, ADBL’s, SFDB’s and NRB’s auditors, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services Goods financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADS; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant Loan 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 ADS, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, report and management letter, all in the English language, and such other information concerning these documents and the audit thereof as ADB ADS shall from time to time reasonably request. (b) ADB ADS shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient Borrower shall enable ADBADS, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to the ADB Loan Agreement and Schedule 3 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's ’s representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantServices, and any relevant records and documents. Section 4.034.04. The Recipient shall include acknowledges and agrees that this Grant Agreement is entered into by ADB, not in bidding documents its individual capacity, but as grant administrator for JFPR. Accordingly, the Recipient agrees that (a) it may only withdraw Xxxxx proceeds to the extent that ADB has received proceeds for the Grant from JFPR and contracts financed such proceeds has not been suspended or cancelled in whole or in part out by JFPR pursuant to the Arrangement Letter, and (b) that ADB does not assume any obligations or responsibilities of JFPR in respect of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB Project or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except than those shown set out in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract executionthis Grant Agreement. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 5 to the Initial Financing Agreement and in Schedule 2 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Recipient’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goodsGoods, works Works and services financed out of the proceeds of the GrantConsulting Services, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement and the Project Agreement. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include take all actions which shall be necessary on its part to enable TPL 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 Recipient shall exercise its rights under the Subsidiary Grant Agreement in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Recipient and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Grant. (b) No rights or obligations under the Subsidiary Grant Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Borrower shall cause the PFIs to carry out the Project with due diligence and efficiency and in conformity with sound applicable technical, financial, business and development practices. (ib) maintainIn the carrying out of the Project, the Borrower shall perform, or cause to be maintainedperformed, all the obligations set forth in Schedule 3 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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); and (v) furnish to ADB ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. In addition to the reports and information set forth in Section 6.05 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 Enterprises, the Qualified Subprojects and the Subloans; and (b) the administration, operations and financial condition of the PFIs. Section 4.04. The Recipient Borrower shall enable ADB's representatives to inspect the Projectany Qualified Enterprise, any Qualified Subproject, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking maintained by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract executionPFIs. Section 4.05. ADB reserves The Borrower shall promptly take all action, including the right provision of funds and other resources, which shall be necessary on its part to reject a proposal for award if it determines that enable the bidder PFIs to perform its obligations under the Project Agreements, and shall not take or permit any action which would interfere with the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in questionperformance of such obligations. Section 4.06. (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 reserves the right and to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, abrogated or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause NWSDB and NPC to perform, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient Borrower shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to Section 4.02(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole or in take all actions which shall be necessary on its part out of the Grant an undertaking by the suppliers, contractors to enable NWSDB and the consultants that no feesNPC to perform its obligations under the Project Agreements, gratuities, rebates, gifts, commissions, and shall not take or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Beneficiary shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Financing Agreement. (a) The Recipient Beneficiary shall and shall cause TDF and DUDBC to (i) maintain, or cause to be maintained, separate accounts and records for the Project, including separate accounts for the Loan and the Grant; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 9 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and the Grant proceeds and compliance with the financial covenants of this Financing Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Beneficiary shall enable ADB, upon ADB's request, to discuss the RecipientBeneficiary's and TDF’s financial statements for the Project and the financial affairs of each of them related to the Project from time to time with the Auditorsauditors appointed by the Beneficiary pursuant to subparagraph (a) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Beneficiary or TDF, respectively, unless the Recipient Beneficiary shall otherwise agree. Section 4.024.03. The Recipient Beneficiary shall enable enable, and shall cause TDF to enable, ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Beneficiary shall include take all action which shall be necessary on its part to enable each of TDF and the Municipalities to perform its obligations under this Financing Agreement, the Project Agreement, the Subsidiary Loan Agreement, the Subproject Agreements, and the Onlending Agreements, and shall not take or permit any action which would interfere with the performance of such obligations. (a) The Beneficiary shall exercise its rights under the Subsidiary Loan Agreement, and shall cause TDF to exercise its rights under the Subproject Agreements and Onlending Agreements in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Beneficiary and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 the Loan and Section 4.06the Grant. (b) No rights or obligations under the Subsidiary Loan Agreement or the Subproject Agreements or the Onlending Agreements shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Program, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, separate accounts and records for all obligations set forth in Schedule 4 to this Loan Agreement. (a) The Borrower shall, through the Project; Program Executing Agency (iii) prepare annual financial statements for the Project Program which shall include disbursements against each expenditure and budgetary items in accordance with financial reporting standards acceptable to ADB; (iiiii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iviii) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant proceedsstatements, 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 (viv) furnish to ADB ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 th@ annual audited financial statements for the Project Program and the opinion of the auditors on the financial statements within 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient Borrower, through the Program Executing Agency, shall enable ADB, upon ADB's request, to discuss the Recipient’s annual financial statements for the Project Program and the Program Executing Agency's financial affairs where they relate to the Program with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. As part of the information and reports referred to in Sections 7.01 and 7.04 of the Loan Regulations, the Borrower, through the Program Executing Agency, shall furnish, or cause to be furnished, to ADB (a) semiannual reports on the implementation of the Program, including the accomplishment of the DLls, the carrying out of the Program Actions and the Eligible Expenditures; and (b) as ADB shall reasonably request, additional information in connection with the reports described in subsection (a) hereinabove and other information on Program implementation. Section 4.04. The Recipient Borrower, through the Program Executing Agency, shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, Program and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Afghan Component and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the ProjectProject and for its overall operations; (ii) prepare 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 financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; and (iii) have such financial statements audited by expect as ADB shall otherwise agree, furnish to ADB, promptly after their preparation but in any event not later than six (6) months after the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use close of the Grant proceeds, and a management letter (Fiscal Year to 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 receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreementthey relate, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the covenants of the Loan Agreement), 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs from time to time with the Auditorsauditors, appointed by the Borrower pursuant to Section 4.02(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's ’s representatives to inspect the ProjectAfghan Component, the goods, works Goods and services Works financed out of the proceeds of the GrantLoan, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all action which shall be necessary on its part to enable DABM to perform its obligations under the Project Agreement, including the establishment and maintenance of tariffs as stipulated in contracts financed paragraph 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. (a) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole take all actions which shall be necessary on its part to enable the Project Executing Agencies to perform its obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause MPCLG and LLDF to perform, all obligations set forth in Schedule 6 to this Loan Agreement. (a) The Recipient Borrower shall (i) maintain, or and cause the MPCLG, LLDF and each of the PCs and SPCUs to be maintainedmaintain, separate records and accounts and records for the Project; (ii) prepare have, and cause MPCLG, LLDF and each of the PCs and SPCUs to have, such accounts and related financial statements for the Project audited annually, in accordance with financial reporting the appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement and the use of the procedures for imprest account and statement of expenditures issued under the Project), 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 The Borrower shall disclose enable ADB, upon ADB’s request, to discuss each of MPCLG, LLDF, the annual audited PC’s and SPCU’s financial statements for the Project and the opinion of the auditors on the its financial statements within 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, affairs related to discuss the Recipient’s financial statements for the Project from time to time with the AuditorsBorrower’s auditors, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.024.03. Without limiting the generality of Section 6.05 (a) of the Loan Regulations, the Borrower shall furnish, or cause to be furnished, to ADB quarterly reports on the carrying out of the Project. Section 4.04. The Recipient Borrower shall enable ADB's ’s representatives to inspect the Project, the goods, works and services goods financed out of the proceeds of the GrantLoan, and any relevant records and documents. Section 4.034.05. The Recipient Borrower shall include take all action which shall be necessary on its part to enable MPCLG and LLDF 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 bidding documents and contracts financed in whole or in part out such a manner as to protect the interests of the Grant a provision requiring bidders, suppliers, contractors, Borrower and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to the Ordinary Operations Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Beneficiary shall perform, or cause to be performed, all obligations set forth in Schedule 6 to this Financing Agreement. (a) The Recipient Beneficiary shall (i) maintain, or cause to be maintained, separate accounts and records for the Project, including separate accounts for the Loan and the Grant; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such furnish to ADB, as soon as available but in any event not later than 6 months after the end of each related fiscal year, unaudited Project accounts and financial statements audited by the Auditors; statements, and (iv) furnish to ADB, 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 the Auditors prepare a report, which includes the Auditors’ opinion(s) on the audited accounts and financial statements and the report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and the Grant proceedsproceeds and compliance with the financial covenants of this Financing 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 all in the internal control of the Project that were identified in the course of the audit, if any)English language; and (v) furnish to ADB no later than 6 months after receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreement, certified copies of such audited financial statements, audit report, and management letter, all in the English language, and 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Beneficiary shall enable ADB, upon ADB's request, to discuss the Recipient’s Beneficiary's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Beneficiary pursuant to Section 4.02(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Beneficiary unless the Recipient Beneficiary shall otherwise agree. Section 4.024.03. The Recipient Beneficiary shall enable ADB's representatives to inspect the Project, the goods, works and services goods financed out of the proceeds of the Loan and the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall: (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out 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 enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient Borrower shall (i) maintain, or cause to be maintained, separate accounts and records for the ProjectProject and each Subproject; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 9 months after the close of FY2015 and FY 2016, 8 months after the close of FY2017 and FY2018, and 6 months after receipt by ADB the close of the statement of expenditures referred to in Schedule 2 to this Grant AgreementFY2019, certified FY2020 and FY2021, copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors confirmed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable TDF, DWSS, the WUAs and the Local Bodies to perform their respective obligations under the Project Agreement, the Subsidiary Loan Agreement, any Subproject Financing Agreements and any Management Agreements 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, and shall cause TDF to exercise its rights under the Subproject Financing Agreements, and DWSS to exercise its rights under the Management Agreements, in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreement, Subproject Financing Agreements, or Management Agreements shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Borrower’s financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's ’s representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantServices, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Borrower shall cause the Program to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, and development practices. (ib) maintainIn the carrying out of the Program and operation of the Program facilities, the Borrower shall perform, or cause to be maintainedperformed, separate accounts all obligations set forth in Schedule 4 to the A Loan Agreement. Section 4.02. The Borrower shall make available, or cause to be made available, promptly as needed, and records 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 Project; carrying out of the Program. Section 4.03. The Borrower shall enable ADB's representatives to inspect the Program, the goods and works, and any relevant records and documents (iia) The Borrower shall (i) prepare its annual financial statements for the Project in accordance with national accrual-based financial reporting standards acceptable to ADB; (iiiii) 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 on Auditing or the Auditorsnational equivalent acceptable to ADB; (iviii) as part of such audit, have the Auditors auditors prepare a report, report (which includes the Auditors’ opinion(s) auditor’s opinion on the financial statements statements, and the use level of the Grant proceeds, and a management letter (which sets out the deficiencies in the internal control compliance on each financial covenant of the Project that were identified in the course of the audit, if anythis Loan Agreement); and (viv) furnish to ADB ADB, no later than 6 months 1 month after receipt approval by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreementrelevant authority, certified copies of such audited financial statements, statements and 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) In addition to the audited financial statements and audit report referred to in subsection (a), the Borrower shall furnish to ADB, no later than 6 months after the end of each related fiscal year: (i) a statement of Program expenditures incurred which covers the amount of the Program expenditures for the previous year(s), the current year and the cumulative amount, (ii) the auditor’s opinion on the statement of Program expenditures incurred, and (iii) a management letter (which sets out the deficiencies in the internal control of the Program that were identified in the course of the audit, if any), 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. (c) ADB shall disclose the annual audited financial statements for the Project statement of Program expenditures incurred and the auditor’s opinion of the auditors on the financial statements statement of Program expenditures incurred, within 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (cd) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project Borrower and its financial affairs where they relate to the Program with the Auditorsauditors appointed by the Borrower pursuant to subsections (a)(ii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.05. The Recipient shall enable ADB's representatives (a) As part of the reports and information referred to inspect in Section 5.05 of the ProjectGeneral Conditions, the goodsBorrower shall furnish, works or cause to be furnished, to ADB all such reports and services financed information as ADB shall reasonably request concerning the implementation of the Program, including the accomplishment of the DLIs and carrying out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part actions set out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract executionPAP. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable DAG 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 Agreement in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, auditors’ 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable the Implementing Agencies 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 financing arrangements with the Implementing Agencies in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the financing arrangements shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall shall: (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for the imprest accounts 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 ADB, no later than 6 9 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website.; and (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, Project and the goods, works and services financed out of the proceeds of the GrantGoods, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 3 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's ’s representatives to inspect the Project, the goodsGoods, works Works and services financed out of the proceeds of the GrantServices, and any relevant records and documents. Section 4.034.04. The Recipient shall include acknowledges and agrees that this Grant Agreement is entered into by ADB, not in bidding documents its individual capacity, but as grant administrator for JFPR. Accordingly, the Recipient agrees that (a) it may only withdraw Xxxxx proceeds to the extent that ADB has received proceeds for the Grant from JFPR and contracts financed such proceeds has not been suspended or cancelled in whole or in part out by JFPR, and (b) that ADB does not assume any obligations or responsibilities of JFPR in respect of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB Project or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except than those shown set out in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract executionthis Grant Agreement. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Borrower shall cause CEB and SEA to 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 performed, all obligations set forth in Schedule 5 to the Special Operations Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall make available to CEB and SEA, promptly as needed, 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. 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 Goods and Works, and any relevant records and documents. (a) The Borrower shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s Borrower's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to subparagraph (a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient Borrower unless the Recipient Borrower shall otherwise agree. Section 4.024.06. The Recipient Borrower shall take all actions which shall be necessary on its part to enable ADB's representatives CEB and SEA to inspect perform their obligations under the ProjectProject Agreement, and shall not take or permit any action which would interfere with the goods, works performance of such obligations. (a) The Borrower shall exercise its rights under the CEB Subsidiary Financing Agreement and services financed out the SEA Subsidiary Financing Agreement in such a manner as to protect the interests of the proceeds of the Grant, Borrower and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 the Loan.‌ (b) No rights or obligations under the CEB Subsidiary Financing Agreement and Section 4.06the SEA Subsidiary Financing Agreement shall be assigned, amended, abrogated or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project Facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 3 to this Grant Agreement (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant 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 receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreement, certified (A) copies of such audited financial statements, audit report, report and management letter, all in the English language, no later than 9 months after the end of each related fiscal year during the first two years of Project implementation, and no later than 6 months after the end of each related fiscal year thereafter, and (8) 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 14 days of the date of ADB’s 's confirmation of their acceptability by posting postmg them on ADB’s 's website. (c) The Recipient shall enable ADB, ADB upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection {a){iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goodsGoods, works Works and services financed out of the proceeds of the GrantServices, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to the A Loan Agreement and Schedule 3 to this Loan Agreement. Section 4.02. The Borrower, through · DOTr, shall enable ADB's l representatives to inspect the Project and the Goods and any relevant records and documents. (a) The Borrower, through DOTr, shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the AuditorsIndependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient Borrower, through DOTr, shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to the A Loan Agreement. Section 4.02. The Borrower, through DOTr, shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Borrower, through DOTr, shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant Loan 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 receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant Agreement, certified 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.control (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient Borrower, through DOTr, shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, ADS. This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. (d) The Borrower shall ensure that the Head of the Internal Audit Unit at the Project Executing Agency reports to the highest level of management in the Project Executing Agency, in order to ensure the independence of internal audits and consistent with international best practices. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement, and the Project Agreement. Section 4.02. 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 4.03. The Borrower shall take all action which shall be necessary on its part to enable EPC, NCPC and NCPRDA 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 cause MLGPC to (i) maintain separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for imprest account and statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s MLGPC's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Borrower pursuant to Section 4.04(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient MLGPC unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution.agree.‌ Section 4.05. The Borrower shall exercise its rights under the financing arrangements pursuant to Section 3.01 of this Loan Agreement in such a manner as to protect the interests of the Borrower and ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 the Loan, and Section 4.06, the following terms shall have the following meanings:not change such financing arrangements without prior notice to ADB.

Particular Covenants. 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 4 to this Loan Agreement. (a) The Recipient Borrower shall cause MoEYS to (i) maintain, or cause to be maintained, separate accounts and records for the Project; ; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditors’ opinion(s) auditors' opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s 's website. (c) The Recipient Borrower shall cause MEF and MoEYS to enable ADB, upon ADB's request, to discuss the RecipientMEF's and/or MoEYS’s financial statements for the Project and their financial affairs related to the Project with the Auditorsauditors appointed by the Borrower pursuant to subsection (a) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient MEF and/or MoEYS unless the Recipient MEF and/or MoEYS shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 5 to the Loan Agreement and the Project Agreement. Section 4.02. The Recipient shall enable ADB’s representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole take all actions which shall be necessary on its part to enable the Project Executing Agencies to perform its obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to the Project Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for the imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. The Borrower shall enable ADB's representatives to inspect the Project, the Goods, 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole take all actions which shall be necessary on its part to enable the Privatisation Commission to perform its obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the Grant proceeds, procedures for imprest funds 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the Goods, and any relevant records and documents. (a) The Recipient shall (i) maintain, or maintain and shall cause each of the Project Implementing Agencies to be maintained, maintain separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for imprest account/statement 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s and the Project Implementing Agencies' financial statements for the Project and their financial affairs related to the Project from time to time with the Auditorstheir respective auditors, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient and the relevant Project Implementing Agencies, unless the Recipient and the relevant Project Implementing Agencies shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole take all action which shall be necessary on its part to enable the Project Implementing Agencies to perform their respective obligations under the Project Agreement, and shall not take or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website.; and (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable the BB 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 each Project Implementation Agreement in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under any Project Implementation Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 6 to the ADB Financing Agreement and Schedule 2 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the statements, use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include acknowledges and agrees that this Grant Agreement is entered into by ADB, not in contracts financed its individual capacity, but as grant administrator 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 whole or in part out respect of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid Project or the proposal, have been given or received Grant other than those set out in connection with the procurement process, the consultant selection process or in contract executionthis Grant Agreement. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the statements, use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceeds, procedures for imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a) (iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. Section 4.02. 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, 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(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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project Project, showing PBH, in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the Grant proceedsprocedures for withdrawal, SOE and IBAS financial statements) 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 ADB, no later than 6 9 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. Section 4.02. 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 financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include take all actions which shall be necessary on its part to enable the IPBC and PPL 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 Subsidiary Loan Agreements in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Borrower and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreements shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to the Ordinary Operations Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the statements, use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited by the Auditors, in accordance with auditing standards acceptable to ADB; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ ' opinion(s) on the financial statements and the use of the Grant proceeds, including the advance account and the statement of expenditure, 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 receipt by ADB of the statement of expenditures referred to in Schedule 2 to this Grant AgreementClosing Date, certified 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 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient shall enable ADBADS, upon ADBADS's request, to discuss the Recipient’s 's financial statements for the Project with the Auditors, and shall authorize and require any representative of such Auditors to participate in any such discussions requested by ADBADS, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADBADS's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB ADS or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADBADS. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB ADS reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB ADS reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADBADS-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADBADS-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings: (a) coercive practice" means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 5 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for the imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating relevant to the bid submission and contract performance and to have them audited by auditors appointed by ADBProject. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, and cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement, the AEC Project Agreement and the NRB Project Agreement. Section 4.02. In addition to the reports and information set forth in Section 6.04 of the Grant Regulations, the Recipient shall furnish, or cause to be furnished, to ADB all such reports and information as ADB shall reasonably request concerning (i) the Qualified Enterprises, the Qualified Subprojects and the subgrants; and (ii) the administration, operations and financial condition of AEC and NRB. Section 4.03. The Recipient shall promptly take all actions set forth in Section 6.05 of the Grant Regulations and shall also take all actions which shall be necessary on its part to enable AEC and NRB to perform their obligations under the Project Agreements and shall not take or permit any action which would interfere with the performance of such obligations. (a) The Recipient shall exercise its rights under the Administration Agreement, the Subsidiary Grant Agreement, and the AGF Grant Agreements 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 Administration Agreement, the Subsidiary Grant Agreement or any of the AGF Grant Agreements shall be assigned, amended, abrogated or waived without the prior concurrence of ADB. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Grant proceeds and compliance 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s 's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Recipient pursuant to Section 4.05(a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. (a) The Recipient shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. (b) The Recipient shall include in bidding documents enable ADB's representatives to inspect any Qualified Enterprise, any Qualified Subproject, the Goods and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractorsWorks, and consultants to permit ADB or its representative to inspect their accounts and any relevant records and other documents relating to the bid submission maintained by AEC and contract performance and to have them audited by auditors appointed by ADBNRB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Section 4.01. In the carrying out of the Program, the Borrower shall (i) maintainperform, or cause to be maintainedperformed, all obligations set forth in Schedule 4 to this Loan Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the ProjectProgram; (ii) prepare annual financial statements for the Project Program in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant proceedsstatements, and a management letter (which sets out the deficiencies in the internal control of the Project Program that were identified in the course of the audit, if any); and (v) furnish to ADB ADB, no later than 6 9 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 Program and the opinion of the auditors on the financial statements within 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project Program and the Borrower’s financial affairs where they relate to the Program with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. As part of the information and reports referred to in Sections 7.01 and 7.04 of the Loan Regulations, the Borrower shall furnish, or cause to be furnished, to ADB (a) quarterly reports on the implementation of the Program, including the accomplishment of the DLIs, the carrying out of the Program Actions and the Eligible Expenditures; and (b) as ADB shall reasonably request, additional information in connection with the reports described in subsection (a) hereinabove and other information on Program implementation. Section 4.04. The Recipient Borrower shall enable ADB's ’s representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, Program and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. (a) The Recipient Borrower shall cause the FIs to carry out the Project with due diligence and efficiency and in conformity with sound applicable technical, financial, business and development practices. (ib) maintainIn the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be maintainedperformed, all the obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement. (a) The Borrower shall (i) maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and the use of the Grant proceeds, Loan proceeds and compliance with the financial covenants of this Loan Agreement as well as on the use of the procedures for the imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Borrower's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Borrower, unless the Recipient Borrower shall otherwise agree. Section 4.024.03. In addition to the reports and information set forth in Section 6.05 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 Eligible Beneficiaries, the Eligible Subprojects and the Subloans; and (b) the administration, operations and financial condition of each FI. Section 4.04. The Recipient Borrower shall enable ADB's representatives to inspect the Project, the goodsGoods and Works, works and services financed out of the proceeds of the Grantany Eligible Beneficiary, any Eligible Subproject, and any relevant records and documents. Section 4.034.05. The Recipient Borrower shall include promptly take all action, including the provision of funds, facilities, services and other resources, which shall be necessary on its part to enable the FIs 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 exercise its rights under the Subsidiary Loan Agreements in bidding documents and contracts financed in whole or in part out such a manner as to protect the interests of the Grant a provision requiring bidders, suppliers, contractors, Borrower and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Loan. (b) No rights or obligations under the Subsidiary Loan Agreements shall be assigned, amended, abrogated or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement and the Project Agreement. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient shall (i) maintain, maintain or cause to be maintained, separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements statements, use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the Grant proceeds, 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include take all actions which shall be necessary on its part to enable the 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 Recipient shall exercise its rights under the Subsidiary Loan Agreement in contracts financed in whole or in part out such a manner as to protect the interests of the Grant an undertaking by the suppliers, contractors Recipient and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right and to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For accomplish the purposes of Section 4.05 and Section 4.06the Grant. (b) No rights or obligations under the Subsidiary Loan Agreement shall be assigned, amended, or waived without the following terms shall have the following meanings:prior concurrence of ADB.

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to the Loan Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditors’ auditors' opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreement, certified 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.each related fiscal year, (b) ADB shall disclose the annual audited financial statements for the Project and the opinion of the auditors on the financial statements within 14 days of the date of ADB’s 's confirmation of their acceptability by posting them on ADB’s 's website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goodsGoods, works Works and services financed out of the proceeds of the GrantServices, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out 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 enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents. (a) The Recipient Borrower shall cause MDF to (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 8 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of this Loan Agreement), 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient Borrower shall enable ADB, upon ADB's request, to discuss the Recipient’s MDF's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by MDF pursuant to subparagraph (a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient MDF unless the Recipient MDF shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient Borrower shall include in contracts financed in whole 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 in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection permit any action which would interfere with the procurement process, the consultant selection process or in contract executionperformance of such obligations. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards 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 Auditorsnational equivalent acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, report (which includes the Auditorsauditors’ opinion(s) opinion on the financial statements and statements, the use of the Grant proceeds, proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for the imprest 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 30 days of the date of ADB’s confirmation of their acceptability receipt by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient, through the Project Executing Agency, shall perform, or cause to be performed, all obligations set forth in Schedule 2 to this Grant Agreement. (a) The Recipient shall (i) maintain, or cause to be maintained, maintain separate accounts and records for the Project; (ii) prepare annual financial statements for the Project in accordance with financial reporting standards acceptable to ADB; (iii) have such financial statements audited annually by the Auditorsindependent auditors whose qualifications, experience and terms of reference are acceptable to ADB, in accordance with auditing standards acceptable to ADB; (iv) as part of each such audit, have the Auditors auditors prepare a report, which includes the Auditorsauditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, no later than 6 months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited financial statements, audit report, 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's ’s request, to discuss the Recipient’s financial statements for the Project and the Recipient's financial affairs where they relate to the Project with the Auditorsauditors appointed pursuant to subsection (a)(iii) hereinabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, . This is provided that any such discussion discussions shall be conducted only in the presence of an authorized officer of the Recipient Recipient, unless the Recipient shall otherwise agree. Section 4.024.03. The Recipient Recipient, through the Project Executing Agency, shall enable ADB's ’s representatives to inspect the Project, the goods, works Goods and services financed out of the proceeds of the GrantWorks, and any relevant records and documents. Section 4.034.04. The Recipient shall include acknowledges and agrees that this Grant Agreement is entered into by ADB, not in bidding documents its individual capacity, but as grant administrator for the JFPR. Accordingly, the Recipient agrees that (a) it may only withdraw Grant proceeds to the extent that ADB has received proceeds for the Grant from the JFPR and contracts financed such proceeds has not been suspended or cancelled in whole or in part out by JFPR pursuant to the Arrangement Letter, and (b) that ADB does not assume any obligations or responsibilities of JFPR in respect of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB Project or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except than those shown set out in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract executionthis Grant Agreement. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings:

Particular Covenants. Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Recipient shall perform, or cause to be performed, all obligations set forth in Schedule 4 to this Grant Agreement. Section 4.02. The Recipient shall enable ADB’s representatives to inspect the Project and any relevant records and documents. (a) The Recipient shall (i) maintain, or cause to be maintained, separate accounts and records for the Project; (ii) prepare have such accounts and related financial statements for the Project audited annually, in accordance with financial reporting appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) have such financial statements audited by the Auditors; (iv) as part of such audit, have the Auditors prepare a report, which includes the Auditors’ opinion(s) on the financial statements and the use of the Grant 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 ADB, as soon as available but in any event not later than 6 six (6) months after receipt by ADB the end of the statement of expenditures referred to in Schedule 2 to this Grant Agreementeach related fiscal year, certified copies of such audited accounts and financial statements, audit report, statements and management letterthe report of the auditors relating thereto (including the auditors' opinion on the use of the Grant proceeds and compliance with the financial covenants of this Grant Agreement as well as on the use of the procedures for imprest account and statement of expenditure), 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 14 days of the date of ADB’s confirmation of their acceptability by posting them on ADB’s website. (c) The Recipient shall enable ADB, upon ADB's request, to discuss the Recipient’s 's financial statements for the Project and its financial affairs related to the Project from time to time with the Auditorsauditors appointed by the Recipient pursuant to subparagraph (a) hereabove, and shall authorize and require any representative of such Auditors auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Recipient unless the Recipient shall otherwise agree. Section 4.02. The Recipient shall enable ADB's representatives to inspect the Project, the goods, works and services financed out of the proceeds of the Grant, and any relevant records and documents. Section 4.03. The Recipient shall include in bidding documents and contracts financed in whole or in part out of the Grant a provision requiring bidders, suppliers, contractors, and consultants to permit ADB or its representative to inspect their accounts and records and other documents relating to the bid submission and contract performance and to have them audited by auditors appointed by ADB. Section 4.04. The Recipient shall include in contracts financed in whole or in part out of the Grant an undertaking by the suppliers, contractors and the consultants that no fees, gratuities, rebates, gifts, commissions, or other payments, except those shown in the bid or the proposal, have been given or received in connection with the procurement process, the consultant selection process or in contract execution. Section 4.05. ADB reserves the right to reject a proposal for award if it determines that the bidder or the consultant, as the case may be, recommended for award has directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the contract in question. Section 4.06. ADB reserves the right to sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, such party or successor from participating in ADB-financed activities if it at any time determines that the party has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or other prohibited practices in competing for, or in executing, an ADB-financed contract. Section 4.07. For the purposes of Section 4.05 and Section 4.06, the following terms shall have the following meanings: