Common use of Sub-projects Clause in Contracts

Sub-projects. 1. The Borrower shall make Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations Manual. 2. The Borrower shall make each Sub-loan under a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particular, the Borrower shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.

Sub-projects. 1. The Borrower (a) No Subproject to implement Action Plans shall make Sub-loans to Beneficiaries be eligible for financing under a grant out of the proceeds of the Credit unless FMPU or after the Channeling Modification Date, the Project Implementing Entity, has determined, on the basis of an appraisal conducted in accordance with eligibility criteria and procedures acceptable to the Bank, as guidelines set forth in the Operations Project Implementation Manual, that the Subproject satisfies the eligibility criteria specified below and in more detail in the Project Implementation Manual, which shall include the following: (i) the Subproject shall be for any of the types of activities referred to in components 1(A) and 2(B) of the Project and shall not be for any of the activities mentioned in a negative list in the Project Implementation Manual; (ii) the Subproject shall be initiated and implemented by an eligible CSO or a Community or under its supervision; (iii) the Subproject shall be in accordance with the standards specified in the Project Implementation Manual; and (iv) the Subproject under subcomponent 1(A) shall be in compliance with the standards set forth in the applicable laws and regulations of the Recipient relating to its HIV/AIDS Program. 2. The Borrower (v) the Subproject under sub-component 2(B) shall make each Sub-loan under a Sub–loan Agreement be in compliance with the respective Beneficiary on Revised ESMP to be approved by the Association and to standards set forth in the applicable laws and regulations of the Recipient relating to Environmental protection. (b) Subprojects shall be carried out pursuant to Grant Agreements, to be concluded between the Recipient through CNLS or the concerned CPLS or, after the Channeling Modification Date, the Project Implementing Entity, under subcomponent 1(A) and between MoH or, after the Channeling Modification Date, the Project Implementing Entity, under subcomponent 2(B) under terms and conditions approved by satisfactory to the Bank. In particularAssociation, which shall include the Borrower shall obtain rights adequate to protect its interests and those following: (i) a copy of the Bankapproved Subproject, including with its budget and its performance indicators; (ii) provisions requiring the right financing to be made on a grant basis; (iii) the obligation to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require each Beneficiary to: (Aa) carry out its Sub-project the Subproject with due diligence and efficiency and in accordance with sound technicaladministrative, economic, financial, managerial, environmental financial and social public health standards and practices satisfactory to the Bank, including provisions of the Project Implementation Manual and in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient; (Bb) provide, promptly implement a CSO or community ESMP as needed, approved according to the resources required for the purposeRevised ESMP under sub-component 2(B); (Cc) procure the goods and works maintain adequate records to be financed out of the Sub-loan reflect in accordance with simple and sound accounting practices defined in the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankProject Implementation Manual, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to in respect of the Sub-projectSubproject; and (2d) maintain adequate reporting in accordance with the standards specified in the Project Implementation Manual; (iv) the requirement that: (A) the goods, works and services to be financed from the proceeds of the Credit shall be procured in accordance with the procedures set forth in this Agreement; and (B) such goods, works and services shall be used exclusively in the carrying out of the Subproject; (v) the right of the Recipient to inspect, by itself, or jointly with the Association, if the Association shall so request, the goods, works sites, plants and construction included in the Subproject, the operations thereof and any relevant records and documents; (vi) the right of the Recipient to obtain all information as the Recipient or the Association shall reasonably request regarding the administration, operations and financial conditions of the Subproject, and at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, the right to have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; and (Fvii) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests right of the Borrower and Recipient to suspend or terminate the Bank and to accomplish the purposes right of the Loan. Except Community or the CSO as applicable, to use the Bank shall otherwise agreeproceeds of the Credit for the Subproject upon failure by the Community or the CSO, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or as applicable to perform any of its provisionsobligations under its Grant Agreement.

Sub-projects. 1. The Borrower Recipient, through the MPE, shall make Sub-loans provide Competitive Grants to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the BankAssociation, as and set forth in the Operations Grants Manual. The Recipient shall make sure that no works are financed from the proceeds of Competitive Grants. 2. The Borrower Recipient, through the MPE, shall make each Sub-loan Competitive Grant under a Sub–loan Grant Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) The Competitive Grant shall be denominated in the national currency of the Recipient and shall not exceed the amount equivalent to five thousand Dollars ($5,000). (b) The Recipient shall obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanCompetitive Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan Competitive Grant then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Grant Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan financing proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the purposepurpose of the Sub-project; (C) procure the goods and works services to be financed out of the Sub-loan Competitive Grant in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; (F) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall exercise its rights under each Sub-loan Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Grant Agreement or any of its provisions.

Sub-projects. 1. The For purposes of carrying out Part 1 and/or Part 2 of the Project, the Borrower, upon the selection of the specific Sub-Project under Part 1 and/or Part 2 of the Project to be financed by Sub-Loans, and prior to the carrying out of any said activities by the Selected Municipalities, the Borrower shall make enter into an agreement with each relevant Selected Municipality (the Sub-loans to Beneficiaries in accordance with eligibility criteria Loan Agreement) under the terms and procedures conditions acceptable to the Bank, as set forth further detailed in the Operations Manual. 2. The Borrower , which shall make each Sub-loan under a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularinclude, inter alia, the Borrower shall obtain rights adequate following: (i) the Borrower’s right to protect its interests and those of the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and ; (ii) require each Beneficiary relevant Selected Municipality to: : (Aa) carry out its Sub-project the pertinent activities with due diligence and efficiency and in accordance with with: (i) sound technical, economic, financial, managerial, environmental and social managerial standards and practices satisfactory acceptable to the Bank, ; (ii) the ESCP; and (iii) all the relevant terms and conditions of this Agreement (including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; Guidelines); (Bb) providewhen applicable, provide promptly as needed, the resources required for the purpose; purpose of carrying out the pertinent activities; (Cc) procure the goods goods, works and works consultants’ services to be financed out of the pertinent Sub-loan Loan in accordance with the provisions of this Agreement; Procurement Regulations; (Dd) maintain policies and procedures adequate to enable it the Borrower to monitor and evaluate the pertinent activities under Part 1 and/or Part 2 of the Project in accordance with indicators acceptable to the Bank, the progress of the Sub-project pertinent activity and the achievement of its objectives; (E); (1i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-projectactivities under Part 1 and/or Part 2 of the Project; and (2ii) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; ; (Ff) enable the Borrower, ANME Borrower and the Bank to inspect the Sub-projectpertinent activities, its their operation and any relevant records and documents; and ; (Gg) prepare and furnish to the Borrower, Borrower and the Bank and ANME all such information as the Borrower, Borrower or the Bank or ANME shall reasonably request relating to the foregoing. In addition, ; (h) suspend or terminate the right of the Selected Municipalities to use the proceeds of the Sub-loan Agreement shall indicate that Loan, for the carrying out of the Sub-project Project under Part 1 and/or Part 2 of the Project, or obtain a refund of all or any part of the amount of said Sub-Loan then withdrawn, upon the Selected Municipalities’ failure to perform any of their obligations under the pertinent Sub-Loan Agreement; (i) ensure that the pertinent activities are carried out in accordance with the Environmental and Social Standards; (j) ensure that: (i) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and as further specified in the ESCP; (ii) sufficient funds are available to cover the costs of implementing the ESCP; (iii) policies, procedures and qualified staff are maintained to enable it to implement the ESCP, as further specified in the ESCP; and (iv) the ESCP or any provision thereof, is not amended, revised or waived, except as the Bank shall not involve otherwise agree in writing and the Borrower has, thereafter, disclosed the revised ESCP; and (k) maintain and publicize the availability of a grievance mechanism, in form and substance satisfactory to the Bank to hear and determine fairly and in good faith all complaints raised in relation to the relevant activities, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Bank; and (iii) in case of any involuntary resettlement or land acquisitioninconsistencies between the ESCP and the provisions of the Loan Agreement, the provisions of the Loan Agreement shall prevail. 32. The Borrower shall exercise its rights and carry out its obligations under each Sub-loan Loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the LoanProject. 3. Except as the Bank shall otherwise agree, the Borrower shall not amend, terminate, assign, amendabrogate, abrogate waive or waive fail to enforce any Sub-loan Loan Agreement or any provision thereof. 4. In the event that any provision of its provisionsany Sub-Loan Agreement shall conflict with any of the provisions under this Agreement, the terms of this Agreement shall prevail.

Sub-projects. 1. The Borrower Recipient shall make Sub-loans LEAP Grants to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations ManualLEAP Operational Manual and in the POM acceptable to the Association. 2. The Borrower Recipient shall make each Sub-loan LEAP Grant under a Sub–loan LEAP Grant Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) The LEAP Grant shall be made in Maloti on grant basis; (b) The Recipient shall obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require each Beneficiary to: : (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and managerial practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; Recipient; (B) provide, promptly as needed, the resources required for the purpose; ; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E); (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; Association; (FE) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and and (GF) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall exercise its rights under each Sub-loan LEAP Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan LEAP Grant Agreement or any of its provisions.

Sub-projects. 1. The Borrower For purposes of Part 1 of the Project, the Recipient shall make ensure: (a) that Sub- projects to be financed from the Grant are approved by the World Bank; (b) the selection and approval of Sub-loans to Beneficiaries projects in accordance with the eligibility criteria and selection procedures acceptable to the Bank, as set forth in the Operations Project Operational Manual. 2. The Borrower shall make each ; and (c) the conclusion of a Sub-loan under a Sub–loan grant Agreement with the respective each Beneficiary on terms and conditions approved by satisfactory to the Bank. In particularWorld Bank and specified in the Project Operational Manual, which shall include the Borrower following: (i) the financing of Sub-projects shall be on a grant basis; and (ii) the Recipient shall obtain rights adequate to protect its interests and those of the World Bank, including the right to: (iA) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, grant upon the Beneficiary’s failure to perform any of its obligations under the related Sub-loan grant Agreement; and (iiB) require each Beneficiary to: (AI) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the World Bank, including in accordance with requirements of the Project Operational Manual and the provisions of the Anti-Corruption Guidelines applicable to recipients of loan Grant proceeds other than the BorrowerRecipient; (BII) provide, promptly as needed, the resources required for the purposepurposes of the Sub-project; (CIII) procure the goods goods, works and works services to be financed out of the Sub-loan grant in accordance with the provisions of this Agreement; (DIV) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements objectives in accordance with consistently applied accounting standards indicators acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the World Bank; (FV) enable the Borrower, ANME Recipient and the World Bank to inspect the Sub-project, its operation and any relevant records and documents; and (GVI) prepare and furnish to the Borrower, Recipient and the World Bank and ANME all such information as the Borrower, Recipient or the World Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisitionproject. 32. The Borrower Recipient shall exercise its rights under each Sub-loan grant Agreement in such manner as to protect the interests of the Borrower Recipient and the World Bank and to accomplish the purposes of the LoanGrant. Except as the World Bank shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan grant Agreement or any of its provisions.

Sub-projects. 1. The Borrower shall make Sub-loans to Beneficiaries Borrower, through SAGPyA (for the purposes of implementing Parts 2 (b) (i) and 2 (c) (ii) of the Project), and APN (for the purposes of implementing Part 3 (a) (iv) of the Project, shall: (a) enter into an agreement (the “Subproject Agreement”), with an Intermediary Agent or a Beneficiary, as the case may be, substantially in accordance with eligibility criteria the terms of the model Subproject Agreement (contained in the Operational Manual) and procedures acceptable including, inter alia: (i) the Borrower’s obligation to make part of the Loan proceeds available as a grant (financiamiento no reembolsable) to the BankBeneficiary for the purposes of financing the Subproject in question; and (ii) the Beneficiary’s obligation to: (A) use the proceeds of the grant exclusively for carrying out the Subproject in question; (B) have the goods, works and services for the Subprojects be procured in compliance with the provisions of Section III of Schedule 2 to this Agreement on the basis of community participation and in accordance with the procedures set forth in the Operational Manual; (C) take all action necessary to facilitate compliance by the Borrower with the terms of paragraphs A and B of Section II of Schedule 2 to this Agreement in connection with the Subprojects; (D) co-finance the cost of the pertinent Subproject, as provided in the Operational Manual; (E) abide by the technical and environmental practices and systems required for the Subprojects as set forth in the Operations Operational Manual. 2. The Borrower shall make each Sub; (F) participate in periodic self-loan under a Sub–loan Agreement assessment and monitoring of the Subprojects; (G) comply with the respective Beneficiary on terms pertinent provisions of the Anti-Corruption Guidelines; and conditions approved by (H) furnish to the Bank. In particularBank any information reasonably requested with respect to the Subprojects, as well as provide access reasonably requested to Subproject sites, facilities and equipment; (b) exercise its rights and comply with its obligations under each of the Subproject Agreements in such manner as to protect the interests of the Bank and to accomplish the objective of the Project, and, except as the Bank shall otherwise agree, the Borrower shall obtain rights adequate not assign, amend, abrogate, waive or fail to protect its interests and those enforce any of the Subproject Agreements or any of the provisions thereof; (c) design, implement and thereafter maintain during the execution of the Project, a fiduciary monitoring program acceptable to the Bank for the purposes of producing quarterly (or any interval acceptable to the Borrower and the Bank, including ) reports on the right tofiduciary aspects and physical performance of the Subprojects financed under the Project. (d) prior to the carrying out of any activity under a Subproject: (i) suspend or terminate sign the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan corresponding Subproject Agreement; and (ii) require each Beneficiary tocarry out a fiduciary assessment of the Intermediary Agent, when applicable; and (e) in the event that an indigenous group has presented a Subproject proposal which meets the criteria set forth in the Operational Manual, and as part of the approval process, the Borrower shall: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (Gi) prepare and furnish to the BorrowerBank, an Indigenous Peoples Plan, acceptable to the Bank (which plan shall be prepared in accordance with the Indigenous Peoples Planning Framework) in respect of said Subproject; and ANME all such information as (ii) thereafter implement and/or cause to be implemented said plan in accordance with its terms. 2. For the purposes of carrying out the Forestry Pilot Activities under Part 1 (b) (iii) of the Project, the Borrower, through SAyDS, shall: (a) enter into an agreement (the Bank or ANME shall reasonably request relating Provincial Agreement), satisfactory to the foregoing. In additionBank, with each Selected Province, for the Sub-loan Agreement shall indicate that purposes of coordinating the Sub-project shall not involve any involuntary resettlement or land acquisition.activities to be carried out in partnership with each one of the Selected Provinces; and 3. The Borrower shall (b) exercise its rights under each Sub-loan Agreement of the Provincial Agreements in such manner as to protect the interests of the Borrower and the Bank Bank, and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate abrogate, waive or waive fail to enforce any Sub-loan Agreement of the Provincial Agreements, or any of its their provisions.

Sub-projects. 1. The Borrower For the purposes of Parts A1, B1, C1 and D1 of the Project, the Recipient shall cause SFD to make Sub-loans grants to Beneficiaries Sub-grantees in accordance with the eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations Operational Manual and acceptable to the Association, which shall include the following: Sub-project proposals shall be selected, implemented and evaluated in accordance with the principles and procedures set forth in the Operational Manual, the Procurement Guidelines, the Consultant Guidelines, the Anti-Corruption Guidelines and the EMP. 2. The Borrower shall make each Prior to the making of a Sub-loan under Grant, the Recipient shall cause SFD to enter into a Sub–loan grant Agreement with the respective Beneficiary Sub-grantee on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) Sub-Grants shall be denominated in Yemeni Rials equivalent (such equivalent to be determined as of the respective date of the withdrawal of the proceeds of the Grant from the Designated Account); and (b) the Recipient shall cause SFD to obtain rights adequate to protect its interests and those of the BankAssociation, and to provide assistance to Sub- grantees on a case-by-case basis in the implementation of those activities for the protection of those rights, including the right to: : (i) suspend or terminate the right of the Beneficiary Sub-grantee to use the proceeds of the Sub-loangrant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan grant then withdrawn, upon the BeneficiarySub- grantee’s failure to perform any of its obligations under the Sub-loan Sub- grant Agreement; and and (ii) require each Beneficiary Sub-grantee to: : (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; Guidelines; (B) for Sub-projects which require a limited Environmental Impact Assessment (EIA), as set forth in the Operational Manual, to carry out such EIA in a timely manner and to implement all required mitigation measures while carrying out Sub-projects in accordance with the EMP, requiring such EIA and mitigation measures to be in compliance with environmental standards satisfactory to the Association and which shall include adequate information on the carrying out of such EIAs in the progress reports referred to in Section II.A of this Schedule 2. SDF shall not provide Sub-grants to any Sub-projects which may involve land acquisition, resettlement, the use of international waterways or shall be designated as environmental Category A investment projects in accordance with the applicable laws and regulations of the Recipient; (C) provide, promptly as needed, the resources required for the purpose; ; (CD) procure the goods goods, works and works services to be financed out of the Sub-loan grant in accordance with the provisions of this Agreement; ; (DE) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E); (1) maintain a financial management system and prepare financial statements practices in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operationsOperational, resources and expenditures related to the Sub-project; and and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; Association; (FG) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and and (GH) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.

Sub-projects. 1. The Borrower For purposes of Part 1 (a) of the Project, the MOC, through FISP, shall make ensure: (a) the selection and approval of Sub-loans to Beneficiaries projects in accordance with the eligibility criteria and selection procedures acceptable to the Bank, as set forth in the Operations Project Operational Manual. 2. The Borrower shall make each ; and (b) the conclusion of a Sub-loan under a Sub–loan project Agreement with between the respective MOC and each Beneficiary for purposes of Parts 1 (a) (i) and 1 (a) (ii) of the Project on terms and conditions approved by satisfactory to the Bank. In particularBank and specified in the Project Operational Manual, which shall include the Borrower following: (i) The financing of the Sub-project shall be on a grant basis. (ii) The MOC, through FISP, shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (iA) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of financing provided for the amount of the Sub-loan then withdrawn, relevant Sub- project upon the Beneficiary’s failure to perform any of its obligations under the related Sub-loan project Agreement; and (iiB) require each Beneficiary to: (AI) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the Project Operational Manual, the Environmental Management Framework, the Resettlement Policy Framework, the site specific Environmental Management Plan and Resettlement Action Plan when required and the provisions of the Anti-Anti- Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (BII) provide, promptly as needed, provide the resources required for the purpose; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (DIII) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-Sub- project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (FIV) enable the Borrower, ANME Borrower and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (GV) prepare and furnish to the Borrower, Borrower and the Bank and ANME all such information as the Borrower, Borrower or the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 32. The Borrower MOC, through FISP, shall exercise its rights under each Sub-loan project Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the LoanProject. Except as the Bank shall otherwise agree, the Borrower MOC shall not assign, amend, abrogate or waive any Sub-loan project Agreement or any of its provisionsprovisions without a prior agreement with the Bank.

Sub-projects. 1. The Borrower For the purposes of Part A of the Project, the Recipient shall cause the FSRDC to make Micro-grants available to Sub-loans project Beneficiaries on the following terms and conditions: (a) To be eligible for a Micro-grant, the proposed Sub-project Beneficiary shall be required to Beneficiaries in accordance with demonstrate to the satisfaction of the Recipient and the Association on the basis of an assessment (including any assessment and any plan that may be required pursuant to the ESMF, RPF or IPDP), that the following eligibility criteria and procedures acceptable to the Bank, such additional criteria as are set forth in the Operations Manual. 2. The Borrower shall make each MGM, have been met: (i) the Sub-loan project is technically, economically and financially feasible and environmentally sound; and (ii) the Sub-project Beneficiary has the legal and/or organizational, managerial and financial capacity to carry out the Sub-project; (b) the Recipient shall cause the FSRDC to make available each Micro-grant under a Sub–loan Agreement an agreement with the respective Sub-project Beneficiary on terms and conditions approved by satisfactory to the Bank. In particularAssociation (the “Sub-project Agreement”), which shall include the Borrower following: (i) the eligible expenditures related to a Sub-project that may be financed out of the proceeds of the associated Micro-grant; (ii) the Micro-grant shall be made on a non-reimbursable grant basis; (iii) the Recipient shall cause the FSRDC to obtain rights adequate to protect its the Recipient’s interests and those of the BankAssociation, including the right to: : (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (iiA) require each Sub-project Beneficiary to: : (A1) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, managerial and environmental and social and labor standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; Recipient and any assessment and plan that may be required pursuant to the ESMF, RPF and IPDP, and maintain adequate records thereof; (B2) provide, promptly as needed, the resources required for the purpose; ; (C3) procure the goods goods, works and works services to be financed out of the SubMicro-loan grant in accordance with the provisions of this Agreement; Agreement and the MGM; (D4) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E); (15) (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2ii) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; Association; (F6) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and ; (G7) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information information, as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, ; and (8) promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of the Sub-loan Agreement shall indicate that project, or the performance by the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise Beneficiary of its rights obligations under each the Sub-loan Agreement in such manner as to protect project Agreement; and (B) suspend or terminate the interests right of the Borrower and Sub-project Beneficiary to use the Bank and to accomplish the purposes proceeds of the Loan. Except as Micro-grant, or obtain a refund of all or any amount of the Bank shall otherwise agreeMicro-grant then withdrawn, upon the Borrower shall not assign, amend, abrogate or waive any failure by such Sub-loan Agreement or project Beneficiary to perform any of its provisionsobligations under the Sub-project Agreement.

Sub-projects. 1. The Borrower For purposes of Part 1 (a) of the Project, the MOC, through FISP, shall make ensure: (a) the selection and approval of Sub-loans to Beneficiaries projects in accordance with the eligibility criteria and selection procedures acceptable to the Bank, as set forth in the Operations Project Operational Manual. 2. The Borrower shall make each ; and (b) the conclusion of a Sub-loan under a Sub–loan project Agreement with between the respective MOC and each Beneficiary for purposes of Parts 1 (a) (i) and 1 (a) (ii) of the Project on terms and conditions approved by satisfactory to the Bank. In particularBank and specified in the Project Operational Manual, which shall include the Borrower following: (i) The financing of the Sub-project shall be on a grant basis. (ii) The MOC, through FISP, shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (iA) suspend or terminate the right of the Beneficiary to use the proceeds of the financing provided for the relevant Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, project upon the Beneficiary’s failure to perform any of its obligations under the related Sub-loan project Agreement; and (iiB) require each Beneficiary to: (AI) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the Project Operational Manual, the Environmental Management Framework, the Resettlement Policy Framework, the site specific Environmental Management Plan and Resettlement Action Plan when required and the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (BII) provide, promptly as needed, provide the resources required for the purpose; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (DIII) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (FIV) enable the Borrower, ANME Borrower and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (GV) prepare and furnish to the Borrower, Borrower and the Bank and ANME all such information as the Borrower, Borrower or the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 32. The Borrower MOC, through FISP, shall exercise its rights under each Sub-loan project Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the LoanProject. Except as the Bank shall otherwise agree, the Borrower MOC shall not assign, amend, abrogate or waive any Sub-loan project Agreement or any of its provisionsprovisions without a prior agreement with the Bank.

Sub-projects. 1. The Borrower shall make When presenting a Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable project to the BankAdministrator for review and approval, as set forth the Recipient, through MOPH, shall furnish to the Administrator a draft PPA, in form and substance satisfactory to the Operations Manual. 2. The Borrower shall make each Administrator, together with a description of the Sub-loan under project, including a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particular, the Borrower shall obtain rights adequate to protect its interests and those description of the Bank, including the right to: (i) suspend or terminate the right expenditures proposed to be financed out of the Beneficiary to use the proceeds of the Sub-loangrant, or declare and such other information as the Administrator shall reasonably request. 2. Each Sub-grant shall be made by the Recipient, through MOPH, only: (a) to be immediately due an NGO which has been selected by MOPH in accordance with a competitive bidding process approved by the Administrator, provided that the NGO shall have established, to the satisfaction of MOPH and payable all or any part of the amount Administrator, that it has the organization, management, staffing and other resources required for the efficient carrying out of the Sub-loan then withdrawnproject, upon and has prepared an acceptable plan for the Beneficiary’s failure to perform any carrying out of its obligations under the said Sub-loan Agreementproject; and (b) for a Sub-project which: (i) is deemed by MOPH to be technically feasible and cost-effective; (ii) has been designed in accordance with appropriate health standards; and (iiiii) require each Beneficiary has been reviewed and approved by the Administrator. 3. Sub-grants shall be made on terms whereby MOPH shall obtain, through a PPA, rights adequate to protect the interests of the Administrator and the Recipient, including the right, as applicable, to: (A) require the NGO to carry out its and operate the Sub-project with due diligence and efficiency and efficiency, in accordance with sound health care, technical, economicfinancial and managerial standards, financial, managerial, environmental and social standards and practices satisfactory pursuant to the Bankenvironmental, including social and other principles, measures, procedures and guidelines set out in accordance with the provisions of Environmental and Social Safeguards Framework and the Anti-Corruption Guidelines applicable Environmental Management Plan; require the NGO to recipients of loan proceeds other than the Borrower; (B) providemaintain policies, promptly as needed, the resources required for the purpose; (C) procure the goods procedures and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures records adequate to enable it the NGO to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable satisfactory to the BankAdministrator, the progress carrying out of the Sub-project and the achievement of its objectivesthe objectives thereof; require that: (E) (1i) maintain a financial management system the goods and prepare financial statements services to be financed out of the proceeds of the Sub-grant shall be procured in accordance with consistently applied accounting standards acceptable the provisions of Section III of Schedule 2 to this Agreement; and (ii) such goods and services shall be used exclusively in the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to carrying out of the Sub-project; and (2) at require that the Bank’s, ANME’s NGO shall insure or make adequate provision for the Borrower’s request, have such financial statements audited by independent auditors acceptable to insurance of the Bank, in accordance with consistently applied auditing standards acceptable to goods financed out of the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect proceeds of the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish grant against hazards incident to the Borroweracquisition, transportation and delivery thereof to the Bank and ANME place of use or installation; obtain all such information as the Borrower, Administrator and/or the Bank or ANME Recipient shall reasonably request relating to the foregoing. In addition, foregoing and to the benefits to be derived from the Sub-loan Agreement project; inspect, by itself or jointly with representatives of the Administrator, if the Administrator shall indicate that so request, the goods and services financed under the Sub-project shall not involve project, the operation thereof, and any involuntary resettlement relevant records and documents related thereto; and suspend or land acquisition. 3. The Borrower shall exercise its rights under each terminate the right of the NGO to use the proceeds of the Sub-loan Agreement in such manner as grant upon failure by the NGO to protect perform its obligations under the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisionsPPA.

Sub-projects. 1. The Borrower Recipient shall make Sub-loans Grant to Beneficiaries in accordance with eligibility criteria and procedures acceptable to set out in the BankSub-Grant Guidelines, as which shall include the following: (a) the proposed Sub-Project is: (i) consistent with the promotion of sound natural resource management and sustainable agricultural practices and has been endorsed by the LPSC; (ii) technically, environmentally and financially sound; and (iii) complies with the standards and requirements set forth in the Operations ManualRecipient’s applicable laws and regulations relating to the Sub-Project, and the ESMF; (b) the Beneficiary: (i) is a legal entity with technical, financial and managerial capacity adequate to implement the proposed Sub-project; and (ii) has undertaken to provide appropriate in-kind contribution for the proposed Sub-Project. 2. The Borrower Recipient, acting through LIU, shall make each Sub-loan Grant under a Sub–loan Grant Agreement with the respective Beneficiary on terms and conditions approved by the World Bank. In particular, which shall include the Borrower shall obtain rights adequate to protect its interests and those following: (a) obligation of the Bank, including the right Beneficiary to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the World Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient; (Bii) provide, promptly as needed, the resources required for the purpose; (Ciii) procure the goods and works maintain adequate records to be financed out of the Sub-loan reflect, in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Banksound accounting practices, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bankresources, both in a manner adequate to reflect the operations, resources and expenditures related relating to the Sub-projectProject; and (2iv) at the Bank’s, ANME’s request of the World Bank or the Borrower’s requestRecipient, have such financial statements records audited by independent auditors acceptable to the World Bank, in accordance with consistently applied auditing standards acceptable to the World Bank, and promptly furnish the statements records as so audited to the Borrower Recipient and the World Bank; ; (Fb) enable the Borrowerrequirement that the goods, ANME works and consultants’ services to be financed out of the proceeds of the Sub-Grant shall be procured in accordance with the provisions of Section III of this Schedule, and shall be used exclusively in the carrying out of the Sub-Project; (c) the right of the Recipient to: (i) ) inspect by itself, or jointly with the World Bank, if the World Bank to inspect shall so request, the Sub-project, its operation and any relevant records and documents; records and documents; (Gii) prepare and furnish to the Borrower, the Bank and ANME obtain all such information as it or the Borrower, the World Bank or ANME shall reasonably request relating to regarding the foregoing. In additionadministration, operation, and financial condition of the Sub-loan Agreement shall indicate that Project and the Beneficiary; and (iii) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub- Grant upon failure by the Beneficiary to perform any of its obligations under the Sub-project shall not involve any involuntary resettlement or land acquisition.Grant Agreement; 3. (d) The Borrower Recipient shall exercise its rights under each the Sub-loan Grant Agreement in such manner as to protect its interests and the interests of the Borrower and the World Bank and to accomplish achieve the purposes of the Loan. Except Project objective, and except as the World Bank shall otherwise agree, the Borrower LIU shall not assign, amend, abrogate abrogate, or waive waive, or permit to be assigned, amended, abrogated, or waived, any Sub-loan Agreement or any substantive provision of its provisionsthe aforementioned.

Sub-projects. 1. The Borrower Under Parts 2 and 3 of the Project, the Recipient shall make Sub-loans project Grants to Beneficiaries for the purpose of financing Sub-projects in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth Association and further described in the Operations Project Implementation Manual. 2. The Borrower Recipient shall make each Sub-loan project Grant under a Sub–loan -project Grant Agreement with the respective Beneficiary on in the form of the model agreement attached to the Project Implementation Manual and terms and conditions approved by described in more details in the Bank. In particularProject Implementation Manual, which shall include, inter alia, the Borrower following: (a) The Recipient shall obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: : (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanproject Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan project Grant then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan project Grant Agreement; and ; (ii) require each Beneficiary to: (A) carry enter into an agreement with a non governmental organization or a private sector entity, as the case may be (in each case a “local stakeholder”) for the management of the proceeds of the Sub-project Grant and the implementation of the activities to be carried out under the Sub- project; and (B) cause the proceeds of the Sub-project Grant to be paid directly to the local stakeholder, for the financing of the Sub-project, in accordance with the provisions of the Sub-project Grant Agreement; and (iii) require each Beneficiary to cause: (A) its Sub-project to be carried out with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (B) provideincluding, promptly as needed, the resources required for the purpose; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable without limitation to the Bank, the progress of the Sub-project and the achievement of its objectives; (E)generality of (1) maintain a financial management system to be maintained and prepare financial statements to be prepared in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements to be audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the financial statements as so audited to be promptly furnished to the Borrower Recipient and the BankAssociation; (F) enable the Borrower, ANME Recipient and the Bank Association to be able to inspect the Sub-Sub- project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoingforegoing to be prepared and furnished to the Recipient and the Association. 3. In addition, The Recipient shall ensure that: (A) the contribution of the Sub-loan Agreement shall indicate that project Grant to the cost of each proposed Sub-project shall not involve any involuntary resettlement exceed the maximum amount indicated in the Project Implementing Manual for the relevant type of Sub- projects, except as previously agreed in writing by the Association; (B) the Beneficiary shall contribute the minimum amount indicated in the Project Implementation Manual as contribution, in cash or land acquisitionin kind, for the relevant type of Sub-projects, if any; and (C) the financing of the proposed Sub-project shall be fully covered by the sum of the Sub-project Grant, the additional Recipient’s contribution, if any, and the Beneficiary’s contribution, if any. 34. The Borrower Recipient shall exercise its rights under each Sub-loan project Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan project Grant Agreement or any of its provisions.

Sub-projects. 1. The Borrower shall make When presenting a Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable project to the BankAssociation for review and approval, as set forth the Recipient, through MOPH, shall furnish to the Association a draft PPA, in form and substance satisfactory to the Operations Manual. 2. The Borrower shall make each Association, together with a description of the Sub-loan under project, including a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particular, the Borrower shall obtain rights adequate to protect its interests and those description of the Bank, including the right to: (i) suspend or terminate the right expenditures proposed to be financed out of the Beneficiary to use the proceeds of the Sub-loangrant, or declare and such other information as the Association shall reasonably request. 2. Each Sub-grant shall be made by the Recipient, through MOPH, only: (a) to be immediately due an NGO which has been selected by MOPH in accordance with a competitive bidding process approved by the Association, provided that the NGO shall have established, to the satisfaction of MOPH and payable all or any part of the amount Association, that it has the organization, management, staffing and other resources required for the efficient carrying out of the Sub-loan then withdrawnproject, upon and has prepared an acceptable plan for the Beneficiary’s failure to perform any carrying out of its obligations under the said Sub-loan Agreementproject; and (b) for a Sub-project which: (i) is deemed by MOPH to be technically feasible and cost-effective; (ii) has been designed in accordance with appropriate health standards; and (iiiii) require each Beneficiary has been reviewed and approved by the Association. 3. Sub-grants shall be made on terms whereby MOPH shall obtain, through a PPA, rights adequate to protect the interests of the Association and the Recipient, including the right, as applicable, to: (A) require the NGO to carry out its and operate the Sub-project with due diligence and efficiency and efficiency, in accordance with sound health care, technical, economicfinancial and managerial standards, financial, managerial, environmental and social standards and practices satisfactory pursuant to the Bankenvironmental, including social and other principles, measures, procedures and guidelines set out in accordance with the provisions of Environmental and Social Safeguards Framework and the Anti-Corruption Guidelines applicable Environmental Management Plan; require the NGO to recipients of loan proceeds other than the Borrower; (B) providemaintain policies, promptly as needed, the resources required for the purpose; (C) procure the goods procedures and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures records adequate to enable it the NGO to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable satisfactory to the BankAssociation, the progress carrying out of the Sub-project and the achievement of its objectivesthe objectives thereof; require that: (E) (1i) maintain a financial management system the goods and prepare financial statements services to be financed out of the proceeds of the Sub-grant shall be procured in accordance with consistently applied accounting standards acceptable the provisions of Section III of Schedule 2 to this Agreement; and (ii) such goods and services shall be used exclusively in the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to carrying out of the Sub-project; and (2) at require that the Bank’s, ANME’s NGO shall insure or make adequate provision for the Borrower’s request, have such financial statements audited by independent auditors acceptable to insurance of the Bank, in accordance with consistently applied auditing standards acceptable to goods financed out of the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect proceeds of the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish grant against hazards incident to the Borroweracquisition, transportation and delivery thereof to the Bank and ANME place of use or installation; obtain all such information as the Borrower, Association and/or the Bank or ANME Recipient shall reasonably request relating to the foregoing. In addition, foregoing and to the benefits to be derived from the Sub-loan Agreement project; inspect, by itself or jointly with representatives of the Association, if the Association shall indicate that so request, the goods and services financed under the Sub-project shall not involve project, the operation thereof, and any involuntary resettlement relevant records and documents related thereto; and suspend or land acquisition. 3. The Borrower shall exercise its rights under each terminate the right of the NGO to use the proceeds of the Sub-loan Agreement in such manner as grant upon failure by the NGO to protect perform its obligations under the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisionsPPA.

Sub-projects. 1. The In carrying out Part A.1 of the Project, the Borrower shall, and shall make cause the Project Provinces to: (a) select Sub-loans projects to Beneficiaries be financed under the Project using technical, environmental and economic criteria satisfactory to the Bank. Such criteria shall include: (i) each Sub-project shall be prepared by the respective Participating Local Government or Participating PDAMs in accordance with eligibility criteria general technical guidelines approved by the Bank and procedures acceptable attached to the Bank, as set forth in the Operations Manual.Provincial Project Implementation Memorandum; 2. The Borrower shall make (ii) for each Sub-loan project in the water supply and drainage and flood control sub-sectors, referred to under Parts A. 1 (c) and A.1 (e) of the Project and estimated to cost two billion Rupiah or more, a minimum economic rate of return of twelve (12%) percent shall be required; (iii) for each Sub–loan Agreement -project involving the involuntary resettlement of any Project Affected Persons, a Resettlement Action Plan has been prepared in accordance with the respective Beneficiary on Resettlement Guidelines and in consultation with said Project Affected Persons, and such Resettlement Action Plan has been furnished to the Bank for approval; and (iv) for each Sub-project, the UKL/UPL requirements have been completed pursuant to terms and conditions which shall have been approved by the Bank. In particular; (b) ensure that Participating Local Governments and Participating PDAMs furnish to the PPMU, the Borrower shall obtain rights adequate to protect in each Project Province, for its interests review and those approval by not later than October 15 of each year until completion of the BankProject, including the right to: (i) suspend or terminate the right a list of the Beneficiary to use the proceeds of the proposed Sub-loan, or declare projects to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations financed under the Sub-loan Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project Project during the next year, together with due diligence and efficiency and in accordance with sound technicalall supporting documenta- tion, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including all in accordance with the provisions of criteria set forth in sub-paragraph (a) above; and (c) promptly after receiving PPMU’s approval thereof, cause the Anti-Corruption Guidelines applicable Participating Local Governments and Participating PDAMs to recipients of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods and works to be financed carry out of the their respective Sub-loan projects in accordance with procedures and guide- lines issued by PPMU. Part B: Implementing Agencies Responsibility for implementation of the provisions Project shall be vested in the Implementing Agencies as follows: 1. The Borrower (a) MPW through its Directorate General of this Agreement; Human Settlements (DCipta Karya) maintain policies shall be the executing agency responsible for the overall technical supervision and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable management of Project implemen- tation. Cipta Karya shall delegate day-to-day management respon- sibilities to the BankProject Provinces. (b) BAPPENAS shall be responsible for ensuring close coordination of Project activities among MOF, MPW, MHA, the progress Project Provinces, Participating Local Governments and Participating PDAMs. (c) The Directorate General of Financial Institutions in MOF shall be responsible for the execution, enforcement and supervision of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisitionSubsidiary Loan Agreements. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.

Sub-projects. 1. The Borrower shall make Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable agreed with the Association, which shall include making said Sub-loans to the Bank, as set forth in the Operations ManualBeneficiaries through CDWUUs. 2. The Borrower shall make each Sub-loan under a Sub–-loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the following: (i) The Sub-loan shall be denominated in United States Dollars (US$); and (ii) repayable on the terms set forth in the Operational Manual. (b) The Sub-projects shall be carried out in accordance with the provisions of the Environmental Management Framework and the Environmental Management Plan. (c) Each Beneficiary shall provide a portion of the cost of its respective Sub-project, in accordance with the principles set forth in the Operational Manual. (d) All works, goods and consultant’s services to be financed out of the proceeds of the Grant and the Credit shall be procured in accordance with the procedures set forth in Section III of this Schedule 2 to this Agreement as well as in the Operational Manual, and shall be used exclusively in the carrying out of the Sub-projects. (e) The Borrower shall obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, sanitary, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients borrowers of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower and the BankAssociation; (F) enable the Borrower, ANME Borrower and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Borrower and the Bank and ANME Association all such information as the Borrower, Borrower or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.provision

Sub-projects. 1. The Borrower For the purposes of Parts A1, B1, C1 and D1 of the Project, the Project Implementing Entity shall make Sub-loans grants to Beneficiaries Sub-grantees in accordance with the eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations Operational Manual and acceptable to the Association, which shall include the following: Sub-project proposals shall be selected, implemented and evaluated in accordance with the principles and procedures set forth in the Operational Manual, the Procurement Guidelines, the Consultant Guidelines, the Anti- Corruption Guidelines and the EMP. 2. The Borrower shall make each Prior to the making of a Sub-loan under Grant, SFD shall enter into a Sub–loan grant Agreement with the respective Beneficiary Sub-grantee for each Sub-grant on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) Sub-Grants shall be denominated in Yemeni Rials equivalent (such equivalent to be determined as of the respective date of the withdrawal of the proceeds of the Grant from the Grant Account); and (b) the Project Implementing Entity shall obtain rights adequate to protect its interests and those of the BankAssociation, and to provide assistance to Sub-grantees on a case-by-case basis in the implementation of those activities for the protection of those rights, including the right to: : (i) suspend or terminate the right of the Beneficiary Sub-grantee to use the proceeds of the Sub-loangrant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan grant then withdrawn, upon the BeneficiarySub-grantee’s failure to perform any of its obligations under the Sub-loan grant Agreement; and and (ii) require each Beneficiary Sub-grantee to: : (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; Guidelines; (B) for Sub-projects which require a limited Environmental Impact Assessment (EIA), as set forth in the Operational Manual, to carry out such EIA in a timely manner and to implement all required mitigation measures while carrying out Sub-projects in accordance with the EMP, requiring such EIA and mitigation measures to be in compliance with environmental standards satisfactory to the Association and which shall include adequate information on the carrying out of such EIAs in the progress reports referred to in Section II.A. of this Schedule 2. The Project Implementing Entity shall not provide Sub-grants to any Sub-projects which may involve land acquisition, resettlement, the use of international waterways or shall be designated as environmental Category A investment projects in accordance with the applicable laws and regulations of the Recipient; (C) provide, promptly as needed, the resources required for the purpose; ; (CD) procure the goods goods, works and works services to be financed out of the Sub-loan grant in accordance with the provisions of this Agreement; ; (DE) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E); (1) maintain a financial management system and prepare financial statements practices in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operationsOperational, resources and expenditures related to the Sub-project; and and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; Association; (FG) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-Sub- project, its operation and any relevant records and documents; and and (GH) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Project Implementing Entity shall exercise its rights under each Sub-loan grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Project Implementing Entity shall not assign, amend, abrogate or waive any Sub-loan grant Agreement or any of its provisions.

Sub-projects. 1. The Borrower Recipient shall make sub-financing (“Sub-loans Financing”) available to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as further set forth in the Operations Project Implementation Manual, as reviewed by a selection committee made up of ABE, representatives of CIED and/or the relevant CCED, as applicable, two representatives of the associations of resource users (Associations de Riverains et d’Utilisateurs des Ressources), and one representative of relevant CBCA Management Unit (collectively, the “Sub-Project Selection Committee”), Such Sub-financing shall support the following activities at the local level: (a) the Sub-projects shall be initiated by eligible local user associations; (b) Sub-financing shall only be provided for Sub-projects satisfying the criteria set forth in the PIM, consisting of (i) alternative livelihood activities or currently practiced livelihood activities that integrate conservation and/or relieve human pressure on the natural resource base in the project areas; and (ii) rehabilitation activities of social infrastructure, such as schools, rural clinics, and hand pumps for rural water supply around and in the CBCAs. 2. The Borrower Recipient shall make each Sub-loan financing under a Sub–loan Agreement an agreement with the respective Beneficiary (the “Sub-Financing Agreement”) on terms and conditions approved by the Bank. In particular, as further set forth in the Borrower Project Implementation Manual, which shall include the following: (a) The Sub-financing shall be made in the form of a grant; (b) The Recipient shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawnfinancing, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan financing Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social safeguard standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan grant proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan financing in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; (F) enable the Borrower, ANME Recipient and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME all such information as the Borrower, Recipient or the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall exercise its rights under each Sub-loan financing Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank and to accomplish the purposes of the LoanFinancing. Except as the Bank shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Financing Agreement or any of its provisions.

Sub-projects. 1. The Borrower For purposes of carrying out Parts 1 and 2 of the Project, the Recipient shall make Sub-loans cause FISE to: (a) prior to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bankcarrying out each Subproject, as set forth in the Operations Manual. 2. The Borrower shall make each Sub-loan under a Sub–loan Agreement enter into an agreement with the respective Beneficiary on Eligible Municipality (a Municipality Subproject Agreement), or in the case of Alto Coco and Bocay Subprojects, with RAAN (the RAAN Subproject Agreement) under terms and conditions approved by satisfactory to the Bank. In particularAssociation, which shall include, inter alia: (i) the Borrower shall obtain rights adequate provision to protect its interests and those the Eligible Municipality or to RAAN (as the case may be) of the Bankfacilities, services and other resources required to enable the Eligible Municipality to participate in the respective Subproject, including the right to: (i) suspend or terminate funds necessary to contract the right works under the respective Subproject and the provision of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations technical assistance under the Sub-loan Agreement; and respective Subproject; (ii) require each Beneficiary the obligation of the Eligible Municipality or RAAN (as the case may be) to: (A) carry cooperate in the carrying out its Sub-project of the respective Subproject with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the Operational Manual and the provisions of the Anti-Corruption Guidelines applicable to recipients of loan Financing proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the purpose, including without limitation the counterpart contribution in cash or in kind required for each type of investment under a Subproject in the percentages set forth in the Operational Manual; (C) procure the goods cooperate with FISE to ensure that all goods, works and works services to be financed out of the Sub-loan Financing are procured in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project Subproject and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the BorrowerRecipient, ANME FISE and the Bank Association to inspect the Sub-projectSubproject, its operation and any relevant records and documents; and (GF) prepare and furnish to the BorrowerRecipient, FISE and the Bank and ANME Association all such information as the BorrowerRecipient, FISE or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition; and (G) in the event that community participation is envisaged in the implementation of the respective Subproject, the Sub-loan Agreement shall indicate ensure that the Sub-project shall not involve criteria and procedures set forth in the Operational Manual for community participation in the implementation of Subprojects are complied; and (iii) the right of FISE to suspend or terminate the right of the Eligible Municipality to participate in the Subproject and/or to benefit from the proceeds of the Financing, upon the Eligible Municipality’s failure to perform any involuntary resettlement or land acquisition.of its obligations under the respective Subproject Agreement; and 3. The Borrower shall (b) exercise its rights under each Sub-loan Subproject Agreement in such manner as to protect the interests of the Borrower Recipient, FISE, and the Bank Association and to accomplish the purposes of the Loan. Except Financing, and, except as the Bank Association shall otherwise agree, the Borrower shall not to assign, amend, abrogate terminate, abrogate, waive or waive fail to enforce any Sub-loan Subproject Agreement or any provision thereof. 2. Without limitation to the provisions of its provisionsparagraph 1 above, the Recipient shall cause FISE to ensure that prior to signing a Municipality Subproject Agreement or a RAAN Subproject Agreement under Part 2 of the Project, the respective Subproject has been approved by the Project Committee.

Sub-projects. 1. The Borrower shall make When presenting a Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable project to the BankAssociation for review and approval, as set forth the Recipient, through MOPH, shall furnish to the Association a draft PPA, in form and substance satisfactory to the Operations Manual. 2. The Borrower shall make each Association, together with a description of the Sub-loan under project, including a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particular, the Borrower shall obtain rights adequate to protect its interests and those description of the Bank, including the right to: (i) suspend or terminate the right expenditures proposed to be financed out of the Beneficiary to use the proceeds of the Sub-loangrant, or declare and such other information as the Association shall reasonably request. 2. Each Sub-grant shall be made by the Recipient, through MOPH, only: (a) to be immediately due an NGO which has been selected by MOPH in accordance with a competitive bidding process approved by the Association, provided that the NGO shall have established, to the satisfaction of MOPH and payable all or any part of the amount Association, that it has the organization, management, staffing and other resources required for the efficient carrying out of the Sub-loan then withdrawnproject, upon and has prepared an acceptable plan for the Beneficiary’s failure to perform any carrying out of its obligations under the said Sub-loan Agreementproject; and (b) for a Sub-project which: (i) is deemed by MOPH to be technically feasible and cost-effective; (ii) has been designed in accordance with appropriate health standards; and (iiiii) has been reviewed and approved by the Association. 3. Sub-grants shall be made on terms whereby MOPH shall obtain, through a PPA, rights adequate to protect the interests of the Association and the Recipient, including the right, as applicable, to: (a) require each Beneficiary to: (A) the NGO to carry out its and operate the Sub-project with due diligence and efficiency and efficiency, in accordance with sound health care, technical, economicfinancial and managerial standards, financial, managerial, environmental and social standards and practices satisfactory pursuant to the Bankenvironmental, including social and other principles, measures, procedures and guidelines set out in accordance with the provisions of Environmental and Social Safeguards Framework and the Anti-Corruption Guidelines applicable Environmental Management Plan; (b) require the NGO to recipients of loan proceeds other than the Borrower; (B) providemaintain policies, promptly as needed, the resources required for the purpose; (C) procure the goods procedures and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures records adequate to enable it the NGO to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable satisfactory to the BankAssociation, the progress carrying out of the Sub-project and the achievement of its objectives; (E)the objectives thereof; (1c) maintain a financial management system require that: (i) the goods and prepare financial statements services to be financed out of the proceeds of the Sub-grant shall be procured in accordance with consistently applied accounting standards acceptable the provisions of Section III of Schedule 2 to this Agreement; and (ii) such goods and services shall be used exclusively in the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to carrying out of the Sub-project; and ; (2d) at require that the Bank’s, ANME’s NGO shall insure or make adequate provision for the Borrower’s request, have such financial statements audited by independent auditors acceptable to insurance of the Bank, in accordance with consistently applied auditing standards acceptable to goods financed out of the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect proceeds of the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish grant against hazards incident to the Borroweracquisition, transportation and delivery thereof to the Bank and ANME place of use or installation; (e) obtain all such information as the Borrower, Association and/or the Bank or ANME Recipient shall reasonably request relating to the foregoing. In addition, foregoing and to the benefits to be derived from the Sub-loan Agreement project; (f) inspect, by itself or jointly with representatives of the Association, if the Association shall indicate that so request, the goods and services financed under the Sub-project shall not involve project, the operation thereof, and any involuntary resettlement relevant records and documents related thereto; and (g) suspend or land acquisition. 3. The Borrower shall exercise its rights under each terminate the right of the NGO to use the proceeds of the Sub-loan Agreement in such manner as grant upon failure by the NGO to protect perform its obligations under the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisionsPPA.

Sub-projects. 1. The Borrower Recipient shall make sub-financing (“Sub-loans Financing”) available to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as further set forth in the Operations Project Implementation Manual, as reviewed by a selection committee made up of ABE, representatives of CIED and/or the relevant CCED, as applicable, two representatives of the associations of resource users (Associations de Riverains et d’Utilisateurs des Ressources), and one representative of relevant CBCA Management Unit (collectively, the “Sub- Project Selection Committee”), Such Sub-financing shall support the following activities at the local level: (a) the Sub-projects shall be initiated by eligible local user associations; (b) Sub-financing shall only be provided for Sub-projects satisfying the criteria set forth in the PIM, consisting of (i) alternative livelihood activities or currently practiced livelihood activities that integrate conservation and/or relieve human pressure on the natural resource base in the project areas; and (ii) rehabilitation activities of social infrastructure, such as schools, rural clinics, and hand pumps for rural water supply around and in the CBCAs. 2. The Borrower Recipient shall make each Sub-loan financing under a Sub–loan Agreement an agreement with the respective Beneficiary (the “Sub-Financing Agreement”) on terms and conditions approved by the Bank. In particular, as further set forth in the Borrower Project Implementation Manual, which shall include the following: (a) The Sub-financing shall be made in the form of a grant; (b) The Recipient shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawnfinancing, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Sub- financing Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social safeguard standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectives; (E), (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and and (2) at the Bank’s, ANME’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; (F) enable the Borrower, ANME Recipient and the Bank to inspect the Sub-Sub- project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME all such information as the Borrower, Recipient or the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall exercise its rights under each Sub-loan financing Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank and to accomplish the purposes of the LoanFinancing. Except as the Bank shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Sub- Financing Agreement or any of its provisions.

Sub-projects. 1. The Borrower shall make Sub-loans Recipient shall, through the Secretariat, enter into agreements, satisfactory to Beneficiaries the Association, with Eligible Training Providers in accordance with eligibility criteria and procedures acceptable satisfactory to the Bankassociation, as including those set forth in the Operations Manual. 2. The Borrower shall make each Sub-loan under a Sub–loan Agreement with PIM, such agreements to set forth the respective Beneficiary on obligations of the parties thereto, notably with respect to the terms and conditions approved by of the Bank. In particularimplementation of the IPs (“Matching Grant Agreements”) and the PPs (“Performance Grant Agreements”), including all applicable environmental and social plans prepared under the ESMF, such agreements to set forth, inter alia, the Borrower following: (a) Subject to the provisions of paragraph (c)(i) hereunder, the Matching Grants and the Performance Grants shall be made on a non-reimbursable basis to Eligible Institutions in the case of Matching Grants, and to Eligible Training Providers and Eligible Institutions in the case of Performance Grants, for amounts and under specific terms and conditions set forth in detail in the PIM; (b) the Matching Grants and the Performance Grants shall be made to support, inter alia, Eligible Training Providers’ institutional strengthening, operational efficiency and technical upgrading that enhances access to, and quality of, technical education in the Recipient’s territory; and (c) the Recipient shall, through the Secretariat, obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: (i) suspend or terminate the right of the Beneficiary Eligible Training Provider to use the proceeds of the Sub-loanMatching Grant and/or the Performance Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan Matching Grant or the Performance Grant then withdrawn, upon the BeneficiaryEligible Training Provider’s failure to perform any of its obligations under the Sub-loan respective Matching Grant Agreement or Performance Grant Agreement, as the case may be; and (ii) require each Beneficiary Eligible Training Provider to: (A) carry out its Sub-project PIP and/or Performance Plan with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the that purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan Matching Grant and Performance Grant in accordance with the provisions of Section III of Schedule 2 to this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate evaluate, in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project activities financed by the Matching Grant and/or Performance Grant, and the achievement of its objectivestheir objective; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards standards, acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-projectMatching Grant and/or the Performance Grant; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; (F) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-projectactivities financed under the Matching Grant and/or Performance Grant, its their operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall exercise its rights under each Sub-loan Matching Grant Agreement and each Performance Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Matching Grant Agreement and any Performance Grant Agreement or any of its their respective provisions. In the event that any provision of a Matching Grant Agreement and/or a Performance Grant Agreement shall conflict with any provision of this Agreement, the terms of this Agreement shall prevail. The Recipient shall ensure that no Matching Grant and no Performance Grant shall be eligible for financing out of the proceeds of the Grant and/or Credit until and unless a relevant Matching Grant Agreement and/or Performance Grant Agreement has been entered into on the basis of the respective model grant agreements set forth in the PIM and in accordance with the provisions of paragraph D. 1 above.

Sub-projects. 1. The Borrower Recipient shall cause the Palestinian Authority, through the MoLG, to make Sub-loans to Beneficiaries grants under Part 1 of the Project in accordance with eligibility the criteria and procedures acceptable to the Bank, as set forth in the Operations Project Operational Manual. 2. The Borrower shall make each Each such Sub-loan grant shall be made under a Sub–loan Agreement grant agreement with the respective Beneficiary recipient on terms and conditions approved by the Bank. In particularAdministrator, which shall include the Borrower following, namely that the Recipient shall obtain rights adequate to protect its interests and those of the BankAdministrator, including the right to: : (i) suspend or terminate the right of the Beneficiary recipient of the Sub-grant to use the proceeds of the Sub-loangrant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan grant then withdrawn, upon the BeneficiarySub-grant recipient’s failure to perform any of its obligations under the Sub-loan Agreementgrant agreement; and and (ii) require each Beneficiary recipient of the Sub-grant to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAdministrator, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan grant proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan grant in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAdministrator, the progress of the Sub-project grant and the achievement of its objectives; (E) ): (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the World Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMERecipient’s or the BorrowerAdministrator’s request, have such financial statements audited by independent auditors acceptable to the BankAdministrator, in accordance with consistently applied auditing standards acceptable to the BankAdministrator, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAdministrator; (F) enable the Borrower, ANME Recipient and the Bank Administrator to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the BorrowerRecipient, and the Bank and ANME Administrator all such information as the Borrower, Recipient or the Bank or ANME Administrator shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall cause the Palestinian Authority to exercise its rights under each Sub-loan Agreement grant agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Administrator and to accomplish the purposes of the LoanGrant. Except as the Bank Recipient and the Administrator shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Agreement grant agreement or any of its provisions.

Sub-projects. 1For the implementation of the Sub-projects, the Recipient shall establish evaluation and selection committees - (i) within MAFI for Sub-projects under Part B.2 of the Project; and (ii) within MOE for Sub-projects under Part C.2 of the Project - which shall be in charge of announcing selection rounds, reviewing and evaluating the financing applications, and making the award decisions, all with composition and terms of reference acceptable to the Association and set forth in the GOM. The Borrower decisions of the committees (both awards and rejections) shall make be made public on MAFI, MOE’s and/or AIPA’s websites, respectively. The composition of the evaluation and selection committees, and any subsequent compositional changes, shall be approved by the Steering Committee. Immediately upon the selection of a Sub-loans project pursuant to Beneficiaries in accordance with the eligibility criteria and procedures acceptable to the Bank, as set forth established in the Operations Manual. 2. The Borrower GOM, the Recipient, through AIPA, shall make each Sub-loan provide a Matching Investment Grant (MIG) under a Sub–loan project Agreement to be entered into with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation and stipulated in the GOM, which shall include, inter alia, the Borrower following: The Recipient shall obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: (i) to suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanMIG, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan MIG then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan project Agreement; and (ii) The Recipient shall obtain rights adequate to protect its interests and those of the Association, including the right to require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient; (B) prepare an EIA and/or EMP for each Sub-project in accordance with the EMF and carry out the respective Sub-project in accordance with such EMP; (C) provide, promptly as needed, the resources required for the purposepurpose of the respective Sub-project as set forth in the GOM; (CD) procure the goods goods, works and works services to be financed out of the Sub-loan MIG in accordance with the provisions of Section III of this AgreementSchedule; (DE) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and the achievement of its objectivesobjectives in accordance with indicators acceptable to the Association; (E) (1F) maintain a financial management system and prepare financial statements in accordance with consistently applied the Recipient’s accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at , as set forth in the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the BankGOM; (FG) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and (GH) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.

Sub-projects. 1(a) To be eligible for a School Grant or an Institutional Development Grant, a Beneficiary must prepare and furnish a Sub-Project proposal to the Recipient that fully satisfies the eligibility criteria specified in the Project Implementation Manual and the Environmental and Social Safeguards Framework. (b) In evaluating each Sub-Project proposal, consideration shall be given to the Beneficiary’s capacity to carry out, manage and maintain the Sub-Project in conformity with appropriate administrative, financial, technical, environmental and managerial standards. (a) The Recipient, through MOE, shall make appropriate amounts of the proceeds of the Grant available to the Beneficiary under a Sub-Grant Agreement. The Borrower shall make Sub-loans Grant Agreement shall provide for rights adequate to Beneficiaries protect the interests of the Association and the Recipient, including to the extent that it shall be appropriate to: (i) require the Beneficiary to carry out the Sub-Project with due diligence and efficiency and in accordance with eligibility criteria sound administrative, financial, technical and procedures acceptable managerial standards; and maintain adequate records for the Sub-Project concerned; (ii) require that all goods, works, and services required for the Sub-Project shall be procured in accordance with the provisions of Schedule 3 to this Agreement; (iii) require that all goods, works, and services shall be used exclusively in the Bankcarrying out of the Sub-Project; (iv) inspect, as by itself or jointly with representatives of the Association if the Association shall so request, any goods, works, and construction included in the Sub-Project, the operation thereof, and any relevant records and documents; (v) require that the Sub-Project complies with the environmental and social safeguard standards set forth in the Operations Manual.Environmental and Social Safeguards Framework; and 2. The Borrower shall make each Sub-loan under a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particular, the Borrower shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (ivi) suspend or terminate the right of the Beneficiary to the use of the proceeds of the Sub-loanSchool Grant or the Institutional Development Grant, or declare to be immediately due and payable all or any part of as the amount of the Sub-loan then withdrawncase may be, upon the Beneficiary’s failure by the Beneficiary to perform any of its obligations under the Sub-loan Grant Agreement; and . (iia) require each Beneficiary to: (A) carry out its The Recipient shall ensure that no Sub-project Projects are carried out in high security areas or areas with due diligence containing a significant risk of land mines without receiving appropriate and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; necessary clearances from designated authorities. (Bb) provide, promptly as neededIn particular, the resources required for the purpose; (C) procure the goods and Recipient shall ensure that no Sub-Projects involving civil works to be financed out under the Project shall commence without appropriate clearances concerning the status of land mines in the areas where civil works are to be undertaken. (c) The Recipient shall undertake not to lay new Mines in any part of the Sub-loan Recipient’s country so as to adversely affect, or in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bankany way undermine, the progress implementation of the Sub-project Project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisitionobjectives thereof. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.

Sub-projects. 1. The Borrower shall make Sub-loans Recipient shall, through the Secretariat, enter into agreements, satisfactory to Beneficiaries the Association, with Eligible Training Providers in accordance with eligibility criteria and procedures acceptable satisfactory to the Bankassociation, as including those set forth in the Operations Manual. 2. The Borrower shall make each Sub-loan under a Sub–loan Agreement with PIM, such agreements to set forth the respective Beneficiary on obligations of the parties thereto, notably with respect to the terms and conditions approved by of the Bank. In particularimplementation of the IPs (“Matching Grant Agreements”) and the PPs (“Performance Grant Agreements”), including all applicable environmental and social plans prepared under the ESMF, such agreements to set forth, inter alia, the Borrower following: (a) Subject to the provisions of paragraph (c)(i) hereunder, the Matching Grants and the Performance Grants shall be made on a non-reimbursable basis to Eligible Institutions in the case of Matching Grants, and to Eligible Training Providers and Eligible Institutions in the case of Performance Grants, for amounts and under specific terms and conditions set forth in detail in the PIM; (b) the Matching Grants and the Performance Grants shall be made to support, inter alia, Eligible Training Providers’ institutional strengthening, operational efficiency and technical upgrading that enhances access to, and quality of, technical education in the Recipient’s territory; and (c) the Recipient shall, through the Secretariat, obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: : (i) suspend or terminate the right of the Beneficiary Eligible Training Provider to use the proceeds of the Sub-loanMatching Grant and/or the Performance Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan Matching Grant or the Performance Grant then withdrawn, upon the BeneficiaryEligible Training Provider’s failure to perform any of its obligations under the Sub-loan respective Matching Grant Agreement or Performance Grant Agreement, as the case may be; and (ii) require each Beneficiary Eligible Training Provider to: : (A) carry out its Sub-project PIP and/or Performance Plan with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the that purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan Matching Grant and Performance Grant in accordance with the provisions of Section III of Schedule 2 to this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate evaluate, in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project activities financed by the Matching Grant and/or Performance Grant, and the achievement of its objectives; (E)their objective; (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards standards, acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-projectMatching Grant and/or the Performance Grant; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; (F) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-projectactivities financed under the Matching Grant and/or Performance Grant, its their operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 32. The Borrower Recipient shall exercise its rights under each Sub-loan Matching Grant Agreement and each Performance Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Matching Grant Agreement and any Performance Grant Agreement or any of its their respective provisions. 3. In the event that any provision of a Matching Grant Agreement and/or a Performance Grant Agreement shall conflict with any provision of this Agreement, the terms of this Agreement shall prevail. 4. The Recipient shall ensure that no Matching Grant and no Performance Grant shall be eligible for financing out of the proceeds of the Grant and/or Credit until and unless a relevant Matching Grant Agreement and/or Performance Grant Agreement has been entered into on the basis of the respective model grant agreements set forth in the PIM and in accordance with the provisions of paragraph D. 1 above.

Sub-projects. 1. The Borrower For the purposes of Parts 2.B (ii) and 3.B (ii) of the Project, the Recipient shall cause the Entities to make Sub-loans Rural Development Grants to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations Rural Development Grants Operational Manual, and acceptable to the Association, which shall include the following: sub-project proposals for Rural Development Grants shall be guided by the Agriculture and Rural Development Strategy and shall be selected, appraised, implemented and evaluated in accordance with the principles and procedures set forth in the Operational Manual, the Procurement Guidelines, the Anti-Corruption Guidelines and the EMF. 2. The Borrower Recipient shall cause the Entities to make each Sub-loan Rural Development Grant under a Sub–loan Rural Development Grant Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) Rural Development Grant Agreements shall be denominated in KM; and (b) the Recipient shall, and shall cause the Entities, to obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: : (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanRural Development Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan then withdrawnRural Development Grant, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Rural Development Grant Agreement; and and (ii) require each Beneficiary to: (A) carry out its Sub-project obligations under the Rural Development Grant Agreement with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient, and the EMF; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan Rural Development Grant Agreement in accordance with the provisions of this Agreement, and the Procurement Guidelines; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; (F) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall cause the Entities to exercise its their rights under each Sub-loan Rural Development Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall cause the Entities not to assign, amend, abrogate or waive any Sub-loan Rural Development Grant Agreement or any of its provisions.

Sub-projects. 1. The Borrower shall make When presenting a Sub-loans to Beneficiaries in accordance with eligibility criteria and procedures acceptable project to the BankAdministrator for review and approval, as set forth the Recipient, through MOPH, shall furnish to the Administrator a draft PPA, in form and substance satisfactory to the Operations Manual. 2. The Borrower shall make each Administrator, together with a description of the Sub-loan under project, including a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particular, the Borrower shall obtain rights adequate to protect its interests and those description of the Bank, including the right to: (i) suspend or terminate the right expenditures proposed to be financed out of the Beneficiary to use the proceeds of the Sub-loangrant, or declare and such other information as the Administrator shall reasonably request. 2. Each Sub-grant shall be made by the Recipient, through MOPH, only: (a) to be immediately due an NGO which has been selected by MOPH in accordance with a competitive bidding process approved by the Administrator, provided that the NGO shall have established, to the satisfaction of MOPH and payable all or any part of the amount Administrator, that it has the organization, management, staffing and other resources required for the efficient carrying out of the Sub-loan then withdrawnproject, upon and has prepared an acceptable plan for the Beneficiary’s failure to perform any carrying out of its obligations under the said Sub- project; and (b) for a Sub-loan Agreementproject which: (i) is deemed by MOPH to be technically feasible and cost-effective; (ii) has been designed in accordance with appropriate health standards; and (iiiii) has been reviewed and approved by the Administrator. 3. Sub-grants shall be made on terms whereby MOPH shall obtain, through a PPA, rights adequate to protect the interests of the Administrator and the Recipient, including the right, as applicable, to: (a) require each Beneficiary to: (A) the NGO to carry out its and operate the Sub-project with due diligence and efficiency and efficiency, in accordance with sound health care, technical, economicfinancial and managerial standards, financial, managerial, environmental and social standards and practices satisfactory pursuant to the Bankenvironmental, including social and other principles, measures, procedures and guidelines set out in accordance with the provisions of Environmental and Social Safeguards Framework and the Anti-Corruption Guidelines applicable Environmental Management Plan; (b) require the NGO to recipients of loan proceeds other than the Borrower; (B) providemaintain policies, promptly as needed, the resources required for the purpose; (C) procure the goods procedures and works to be financed out of the Sub-loan in accordance with the provisions of this Agreement; (D) maintain policies and procedures records adequate to enable it the NGO to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable satisfactory to the BankAdministrator, the progress carrying out of the Sub-project and the achievement of its objectives; (E)the objectives thereof; (1c) maintain a financial management system require that: (i) the goods and prepare financial statements services to be financed out of the proceeds of the Sub-grant shall be procured in accordance with consistently applied accounting standards acceptable the provisions of Section III of Schedule 2 to this Agreement; and (ii) such goods and services shall be used exclusively in the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to carrying out of the Sub-project; and ; (2d) at require that the Bank’s, ANME’s NGO shall insure or make adequate provision for the Borrower’s request, have such financial statements audited by independent auditors acceptable to insurance of the Bank, in accordance with consistently applied auditing standards acceptable to goods financed out of the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect proceeds of the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish grant against hazards incident to the Borroweracquisition, transportation and delivery thereof to the Bank and ANME place of use or installation; (e) obtain all such information as the Borrower, Administrator and/or the Bank or ANME Recipient shall reasonably request relating to the foregoing. In addition, foregoing and to the benefits to be derived from the Sub-loan Agreement project; (f) inspect, by itself or jointly with representatives of the Administrator, if the Administrator shall indicate that so request, the goods and services financed under the Sub-project shall not involve project, the operation thereof, and any involuntary resettlement relevant records and documents related thereto; and (g) suspend or land acquisition. 3. The Borrower shall exercise its rights under each terminate the right of the NGO to use the proceeds of the Sub-loan Agreement in such manner as grant upon failure by the NGO to protect perform its obligations under the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisionsPPA.

Sub-projects. 1. The Borrower shall make Sub-loans For purposes of carrying out Subprojects under Part 1 of the Project, the Project Implementing Entity: shall, prior to Beneficiaries in accordance with eligibility criteria and procedures acceptable Subproject implementation, either: enter into an agreement, satisfactory to the Bank, with the Beneficiary or its legally registered associate (“Subproject Agreement”), whereby the legal entity undertakes to carry out the corresponding Subproject, provide a commitment to a minimum contribution percentage in cash and/or in kind in accordance with the Operational Manual, and make satisfactory arrangements for the carrying out of the Subproject and the operation and maintenance of the assets created; enter into an arrangement, satisfactory to the Bank, with representatives of the relevant Beneficiary (“JSIF Subproject Arrangement”) whereby JSIF will undertake to carry out such Subproject for the benefit of said Beneficiary if such Beneficiary contributes a minimum contribution percentage (in cash and/or in kind in accordance with the Operational Manual) of the total cost of such Subproject; or enter into an agreement which includes a combination of both a Subproject Agreement and a JSIF Subproject Arrangement, in the event that the relevant Subproject implementation is shared by JSIF and the relevant Beneficiary; subject to, and upon full signature of, a corresponding Subproject Agreement (or an agreement combining a Subproject Agreement and a JSIF Subproject Arrangement) and receipt of such agreement, may transfer, on a grant basis, a portion of the Loan proceeds to the Beneficiary or its legally registered associate, for contracts under the respective Subproject which cost individually JM$10 million (ten million Jamaican Dollars) or less, provided that the Beneficiary: (A) is legally registered as a cooperative, benevolent society or friendly society; and (B) meets the fiduciary capacity requirements set forth in the Operations Manual.Operational Manual for managing funds; or 2. The Borrower shall make each Sub-loan under (A) has associated with a Sub–loan Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularlegally registered community organization, the Borrower shall obtain rights adequate provided that such organization is able to protect its interests and those of the Bank, including the right to: demonstrate how that Subproject will benefit such community (i) suspend or terminate the right of the Beneficiary to use in which case the proceeds of would be transferred to the Sub-loanlegally registered associate); and (B) the legally registered entity meets the fiduciary capacity requirements set forth in the Operational Manual for managing funds; shall, or declare in the cases where funds are transferred pursuant to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require preceding paragraph: cause each Beneficiary (and/or its legally registered associate) to: (A) carry out its Sub-project with due diligence and efficiency and the respective Subproject in accordance with sound technicalthe corresponding Subproject Agreement, economicthe Operational Manual, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower, with due diligence and efficiency and in conformity with appropriate administrative, technical, financial and environmental practices; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan Loan in accordance with the provisions of this Agreement; (DC) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project Subproject and the achievement of its objectives; (E) D) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-projectSubproject; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (FE) enable the Borrower, ANME Borrower and the Bank to inspect the Sub-projectSubproject, its operation and any relevant records and documents; and (GF) prepare and furnish to the Borrower, Borrower and the Bank and ANME all such information as the Borrower, Borrower or the Bank or ANME shall reasonably request relating to the foregoing. In addition; and retain the right to suspend or terminate the right of the Beneficiary (and/or its legally registered associate) to use the proceeds of the Loan, or obtain a refund of all or any part of the Sub-loan amount of the transferred proceeds of the Loan, upon the Beneficiary’s (and/or its legally registered associate’s) failure to perform any of its obligations under the Subproject Agreement shall indicate that (or the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower agreement combining a Subproject Agreement and a JSIF Subproject Arrangement, as the case may be); and shall exercise its rights and carry out its obligations under each Sub-loan Subproject Agreement and JSIF Subproject Arrangement (and each agreement with a combination thereof) in such manner as to protect the interests of JSIF, the Borrower and the Bank and to accomplish the purposes of the Loan. Except Loan and, except as the Bank shall otherwise agree, the Borrower JSIF shall not assign, amend, abrogate abrogate, waive or waive fail to enforce any Sub-loan Subproject Agreement, any JSIF Subproject Arrangement, any agreement combining a Subproject Agreement and a JSIF Subproject Arrangement, or any of its provisionsprovision thereof.

Sub-projects. 1. The Borrower Recipient shall cause the Palestinian Authority, through the MoLG, to make Sub-loans to Beneficiaries grants under Part 1 of the Project in accordance with eligibility the criteria and procedures acceptable to the Bank, as set forth in the Operations Project Operational Manual. 2. The Borrower shall make each Each such Sub-loan grant shall be made under a Sub–loan Agreement grant agreement with the respective Beneficiary recipient on terms and conditions approved by the Bank. In particularAdministrator, which shall include the Borrower following, namely that the Recipient shall obtain rights adequate to protect its interests and those of the BankAdministrator, including the right to: : (i) suspend or terminate the right of the Beneficiary recipient of the Sub-grant to use the proceeds of the Sub-loangrant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan grant then withdrawn, upon the BeneficiarySub-grant recipient’s failure to perform any of its obligations under the Sub-loan Agreementgrant agreement; and and (ii) require each Beneficiary recipient of the Sub-grant to: (A) carry out its Sub-Sub- project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAdministrator, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan grant proceeds other than the BorrowerRecipient; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan grant in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAdministrator, the progress of the Sub-project grant and the achievement of its objectives; (E) ): (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the World Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMERecipient’s or the BorrowerAdministrator’s request, have such financial statements audited by independent auditors acceptable to the BankAdministrator, in accordance with consistently applied auditing standards acceptable to the BankAdministrator, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAdministrator; (F) enable the Borrower, ANME Recipient and the Bank Administrator to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the BorrowerRecipient, and the Bank and ANME Administrator all such information as the Borrower, Recipient or the Bank or ANME Administrator shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall cause the Palestinian Authority to exercise its rights under each Sub-loan Agreement grant agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Administrator and to accomplish the purposes of the LoanGrant. Except as the Bank Recipient and the Administrator shall otherwise agree, the Borrower Recipient shall not assign, amend, abrogate or waive any Sub-loan Agreement grant agreement or any of its provisions.

Sub-projects. 1. The Borrower For the purposes of Parts 2.B (ii) and 3.B (ii) of the Project, the Recipient shall cause the Entities to make Sub-loans Rural Development Grants to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth in the Operations Rural Development Grants Operational Manual, and acceptable to the Association, which shall include the following: sub-project proposals for Rural Development Grants shall be guided by the Agriculture and Rural Development Strategy and shall be selected, appraised, implemented and evaluated in accordance with the principles and procedures set forth in the Operational Manual, the Procurement Guidelines, the Anti-Corruption Guidelines and the EMF. 2. The Borrower Recipient shall cause the Entities to make each Sub-loan Rural Development Grant under a Sub–loan Rural Development Grant Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) Rural Development Grant Agreements shall be denominated in KM; and (b) the Recipient shall, and shall cause the Entities, to obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: : (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanRural Development Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan then withdrawnRural Development Grant, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Rural Development Grant Agreement; and and (ii) require each Beneficiary to: (A) carry out its Sub-project obligations under the Rural Development Grant Agreement with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient, and the EMF; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods goods, works and works services to be financed out of the Sub-loan Rural Development Grant Agreement in accordance with the provisions of this Agreement, and the Procurement Guidelines; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-Sub- project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; (F) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall cause the Entities to exercise its their rights under each Sub-loan Rural Development Grant Agreement in such manner as to protect the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the LoanFinancing. Except as the Bank Association shall otherwise agree, the Borrower Recipient shall cause the Entities not to assign, amend, abrogate or waive any Sub-loan Rural Development Grant Agreement or any of its provisions.

Sub-projects. 1. The Borrower (a) Under Part B (a) of the Project, the Recipient shall make Matching Grants to Beneficiaries for the purpose of financing costs connected with community business enterprises or joint ventures business expansion Sub-loans projects in the area of production, primary collection, transformation, marketing of one or more Selected Products and other relevant services, and in particular: (i) the due diligence reviews and structuring of innovative Sub-projects that address weak links along the Selected Product supply chains on a cost sharing basis as well as business plan implementation and monitoring, and (ii) the co-financing of key commercial storage infrastructures that are critical for consolidating the overall Selected Product supply chains. (b) The Recipient shall make said Matching Grants to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Bank, as set forth Association and further described in the Operations Project Implementation Manual. 2. The Borrower Recipient shall make each Sub-loan Matching Grant under a Sub–loan Matching Grant Agreement with the respective Beneficiary drafted on the basis of the model agreement attached to the Project Implementation Manual, and under terms and conditions approved by described in more detail in the Bank. In particularProject Implementation Manual, which shall, inter alia, include the Borrower following: (a) The Recipient shall obtain rights adequate to protect its interests and those of the BankAssociation, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanMatching Grant, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan Matching Grant then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Matching Grant Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including and without limitation to the generality of the foregoing provision, in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the BorrowerRecipient; and in accordance with the Environmental and Social Management Plan prepared for its Sub-project and disclosed pursuant to the provisions of the Environmental and Social Management Framework, and the Resettlement Action Plan prepared for its Sub-project and disclosed pursuant to the provisions of the Resettlement Policy Framework, if applicable to this type of Sub-project; (B) provide, promptly as needed, the resources required for the purposepurpose of the Sub-project; (C) procure the goods goods, works and works services to be financed out of the Sub-loan Matching Grant in accordance with the provisions Section III of Schedule 2 to this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E); (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the Bank; (F) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower shall exercise its rights under each Sub-loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Sub-loan Agreement or any of its provisions.Association;

Sub-projects. 1. The Borrower (a) To be eligible for a Block Grant, a Community Development Council shall make prepare a Community Development Plan, and prepare and furnish one or more Sub-loans Project proposals to Beneficiaries in accordance with MRRD that fully satisfy the eligibility criteria specified in the Operational Manual and procedures acceptable the Environmental and Social Safeguards Framework. Several CDCs may combine together to prepare one or more Sub-Project proposals of common interest and benefit by pooling up their Block Grant entitlements. (b) In evaluating each Sub-Project proposal, consideration shall be given to the BankCDCs capacity to carry out, as set forth manage and maintain the Sub-Project in conformity with appropriate administrative, financial, technical, environmental and managerial standards. (c) If a Sub-Project has been assessed to have potential environmental and social impacts, the Operations ManualFacilitating Partner, in coordination with the Community Development Council, shall prepare an Environment and Social Management Plan before the Block Grant can be awarded to it. 2. The Borrower Recipient, through MRRD, shall make the proceeds of the Grant available, as Block Grants, to CDCs under Block Grant agreements, each Sub-loan to be entered into by a representative of the CDC and the Recipient, all under a Sub–loan Agreement with the respective Beneficiary on terms and conditions which shall have been approved by the BankAssociation. In particular, the Borrower A Block Grant agreement shall obtain provide for rights adequate to protect its the interests and those of the BankAssociation and the Recipient, including to the right extent that it shall be appropriate to: : (i) suspend or terminate require the right of the Beneficiary CDC to use the proceeds of carry out the Sub-loan, or declare to be immediately due and payable all or any part of the amount of the Sub-loan then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan Agreement; and (ii) require each Beneficiary to: (A) carry out its Sub-project Project with due diligence and efficiency and in accordance with sound technical, economicadministrative, financial, managerialtechnical and managerial standards, environmental and social standards maintain adequate records for the Sub-Project concerned; (ii) require that all goods, works, and practices satisfactory to services required for the Bank, including Sub-Project shall be procured in accordance with the provisions of Section III of Schedule 2 to this Agreement; (iii) require that all goods, works, and services shall be used exclusively in the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods and works to be financed carrying out of the Sub-loan Project; (iv) require that the Block Grant shall not finance or support the cultivation of poppy; (v) permit the Recipient to inspect, by itself or jointly with representatives of the Association if the Association shall so request, any goods, works, plants and construction included in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Sub-project and Project, the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bankoperation thereof, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANME’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower, ANME and the Bank to inspect the Sub-project, its operation and any relevant records and documents; and ; (Gvi) prepare and furnish to the Borrower, the Bank and ANME all such information as the Borrower, the Bank or ANME shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate require that the Sub-project Project complies with the environmental, resettlement, and social standards set forth in the Environmental and Social Safeguards Framework and the Environment and Social Management Plan; (vii) require that any land required for a Sub-Project, which shall have been acquired by, or otherwise made available to, the CDC for this purpose, be made available on a voluntary basis from the community or from available government land and that Block Grants shall not involve be used for the purchase of land; and (viii) suspend or terminate the right of the CDC to the use of the proceeds of the Block Grant upon the failure by the CDC to perform any involuntary resettlement or land acquisitionof its obligations under the legal agreement(s). 3. The Borrower Recipient shall exercise its rights under each ensure that Sub-loan Agreement Projects will not be implemented without appropriate mine risk-management measures and procedures in such manner as to protect accordance with the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any SubMine Risk-loan Agreement or any of its provisionsManagement Procedures.

Sub-projects. 1. The Borrower In carrying out Parts 2(a)(ii) and 2(b)(ii) of the Project, the Project Implementing Entity shall make Sub-loans available the financing to Beneficiaries in grant terms, in accordance with eligibility criteria and procedures acceptable to the Bank, as Association and set forth out in the Operations Project Implementation Manual. 2. The Borrower Project Implementing Entity shall make each Sub-loan financing under a Sub–loan -project Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower shall obtain Project Implementing Entity’s rights adequate to protect its interests and those of the Recipient and the Bank, including the right to: : (ia) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loanfinancing, or declare to be immediately due and payable obtain a refund of all or any part of the amount of the Sub-loan financing then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan project Agreement; and and (iib) require each Beneficiary to: : (Ai) carry out its Sub-project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; Guidelines; (Bii) provide, promptly as needed, the resources required for the purpose; ; (Ciii) procure the goods goods, works and works to be financed out of services for the Sub-loan project in accordance with the provisions of this Agreement; Agreement as detailed in the Project Implementation Manual; (Div) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-project and the achievement of its objectives; (E); (1A) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Bank’s, ANMERecipient’s or the BorrowerAssociation’s or the Project Implementing Entity’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient, the Association and the Bank; Project Implementing Entity; (Fvi) enable the BorrowerRecipient, ANME the Association, and the Bank Project Implementing Entity to inspect the Sub-project, its operation and any relevant records and documents; and and (Gvii) prepare and furnish to the BorrowerRecipient, the Bank Association, and ANME the Project Implementing Entity all such information as the Borrower, Recipient or the Bank Association or ANME the Project Implementing Entity shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Project Implementing Entity shall exercise its rights under each Sub-loan project Agreement in such manner as to protect the interests of the Borrower Recipient, the Association, and the Bank Project Implementing Entity and to accomplish the purposes of the LoanFinancing. Except as the Bank Association and the Recipient shall otherwise agree, the Borrower Project Implementing Entity shall not assign, amend, abrogate abrogate, or waive any Sub-loan project Agreement or any of its provisions.

Sub-projects. 1. The Borrower Recipient shall make cause REA to ensure that Sub-loans to projects and the Beneficiaries of Sub-financings are selected in accordance with the procedures, guidelines, eligibility criteria and procedures acceptable to the Bank, as other provisions set forth in detail in the Operations ManualPIM. XXX, through the PMU, shall submit appraisal documents of all Sub-projects during the first year’s Project implementation to the Association for prior approval, including data on any resettlement. 2. The Borrower Recipient shall ensure that REA shall make each Sub-loan financing under a Sub–loan Sub- financing Agreement with the respective Beneficiary on terms and conditions approved by the Bank. In particularAssociation, which shall include the Borrower following: (a) REA shall obtain rights adequate to protect its interests and those the interests of the BankRecipient and the Association, including the right to: (i) to suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-loan, or declare to be immediately due Sub- financing and payable obtain a refund of all or any part of the amount of the Sub-loan Sub- financing then withdrawn, upon the Beneficiary’s failure to perform any of its obligations under the Sub-loan financing Agreement; and ; (iib) REA shall require each Beneficiary to: (Ai) carry out its Sub-project activities with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social managerial standards and practices satisfactory to the BankAssociation, including in accordance with the provisions of the Anti-Anti- Corruption Guidelines applicable to recipients of loan the proceeds of the Credit other than the BorrowerRecipient, and the ESCP; (Bii) provide, promptly as needed, the resources required for the purpose; (Ciii) procure the goods goods, works and works services to be financed out of the Sub-loan financing in accordance with the provisions of this Agreement; and (Div) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the BankAssociation, the progress of the Sub-Sub- project activities and the achievement of its objectives; (E)and (1c) REA shall require each Beneficiary to: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the BankAssociation, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-projectproject activities; and (2ii) at the Bank’s, ANMEAssociation’s or the BorrowerRecipient’s request, have such financial statements audited by independent auditors acceptable to the BankAssociation, in accordance with consistently applied auditing standards acceptable to the BankAssociation, and promptly furnish the statements as so audited to the Borrower Recipient and the BankAssociation; (Fiii) enable the Borrower, ANME Recipient and the Bank Association to inspect the Sub-projectproject activities, its operation and any relevant records and documents; and (Giv) prepare and furnish to the Borrower, Recipient and the Bank and ANME Association all such information as the Borrower, Recipient or the Bank or ANME Association shall reasonably request relating to the foregoing. In addition, the Sub-loan Agreement shall indicate that the Sub-project shall not involve any involuntary resettlement or land acquisition. 3. The Borrower Recipient shall ensure that REA shall exercise its rights under each Sub-loan Sub- financing Agreement in such manner as to protect its interests and the interests of the Borrower Recipient and the Bank Association and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agreeFinancing, the Borrower and that REA shall not assign, amend, abrogate or waive any Sub-loan financing Agreement or any of its provisions, except as the Recipient and the Association shall otherwise agree. 4. The Recipient shall cause REA to engage a grants administrator, with qualification and under terms of reference acceptable to the Association, to be responsible for administration and overall management of the Sub-financings, including disbursement forecasting and reporting.