Common use of Subsidiary Agreement Clause in Contracts

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of the Project by the Project Implementing Entity, the Recipient shall make the proceeds of the Financing allocated to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a) available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity (“Subsidiary Agreement”) under terms and conditions approved by the Association, which shall include: (a) the obligation of the Recipient to: (i) make the proceeds of the Financing available to the Project Implementing Entity in the form of a credit in Dollars, an interest at the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 years; and (ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project and ensure the achievement of the objectives thereof. (b) the obligation of the Project Implementing Entity to: (i) carry out the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; (ii) promptly refund to the Recipient for further refund to the Association any proceeds from the grant not used for purposes of carrying out the Project or for achieving the objectives thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project and the achievement of the objectives thereof, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; and (iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objectives thereof. (c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of Part 1of the Project by the Project Implementing EntityProject, the Recipient shall make the proceeds of the Financing allocated from time to time to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a4(a) available to the Project Implementing Entity INAP-FTP under a subsidiary agreement between the Recipient (through DPEF) and the Project Implementing Entity (“Subsidiary Agreement”) INAP-FTP, under terms and conditions approved by the AssociationAssociation (“Subsidiary Agreement”), which shall includeinclude the following provisions: (a) the obligation of the Recipient to: (i) make the proceeds of the Financing allocated from time to time to Categories 1, 2 and 4(a) available to INAP- FTP as a grant under terms and conditions acceptable to the Project Implementing Entity in the form of a credit in Dollars, an interest at the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 yearsAssociation; and (ii) take all actions necessary to permit the Project Implementing Entity INAP-FTP to carry out Part 1 of the Project Project, including without limitation to the generality of the foregoing, to provide Sub-grants under Part 1.1(b) and Part 1.2(c) of the Project, and ensure the achievement of the objectives thereof. (b) the obligation of the Project Implementing Entity INAP-FTP to: (i) carry out its activities under Part 1 of the Project Project, including without limitation to the generality of the foregoing, to provide Sub-grants under Part 1.1(b) and Part 1.2(c) of the Project, in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures of FAP-FTP, the Anti-Corruption Guidelines and the Safeguard InstrumentsAnnual Work Plans and Budgets; (ii) promptly refund to the Recipient for further refund to the Association any proceeds from the grant not used for purposes of carrying out Part 1 of the Project or for achieving the objectives thereofits objectives, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of its activities under Part 1 of the Project and the achievement of the objectives thereofits objectives, and the Project Implementing Entity's INAP-FTP’s (including FAP-FTP’s) performance of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures of FAP-FTP, the Anti-Corruption Guidelines and the Safeguard InstrumentsAnnual Work Plans and Budgets; (iv) for the implementation of Parts 1.1(b) and 1.2(c) of the Project, enter into the pertinent Sub-grant Agreements as provided in Section I.C.1 of this Schedule 2; (v) take, or cause to be undertaken, all necessary actions to enable the Recipient to comply with its Project implementation obligations under this Agreement; and (ivvi) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objectives thereofits objective. (c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or Agreement, the Project Implementation Manual, on one handManual or the Manual of Procedures of FAP- FTP, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. 1. To facilitate For the purposes of carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of the Project by the Project Implementing EntityProject, the Recipient shall make the proceeds of the Financing allocated to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a) available to the Project Implementing Entity the proceeds of the Financing under a subsidiary agreement Subsidiary Agreement to be entered into between the Recipient, through its Ministry of Finance, and the Project Implementing Entity, under terms and conditions acceptable to the Association which shall include, inter alia: (a) the Recipient shall on-lend the proceeds of the Financing to the Project Implementing Entity on the following terms: (i) the principal amount of the Subsidiary Loan shall be made available in Dollars (determined on the date, or respective dates, of withdrawal from the Financing Account) of the value of the currency or currencies so withdrawn; (ii) repayment of the proceeds of the Subsidiary Loan over a period of twenty (20) years, inclusive of a grace period of five (5) years; (iii) payment of interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at the rate of two and one-half of one percent (2.5%) per year or any other rate which may be agreed to between the Recipient and the Project Implementing Implementation Entity (“Subsidiary Agreement”) under terms and conditions approved by which is satisfactory to the Association, which shall include: ; and (aiv) the obligation payment of a service charge of one percent (1%) on each draw-down of an amount of the Recipient to: (i) make the proceeds of the Financing available to the Project Implementing Entity in the form of a credit in Dollars, an interest at the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 years; and (ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project and ensure the achievement of the objectives thereof.Subsidiary Loan; (b) the obligation of the Project Implementing Entity to: shall: (i) carry out the Project with due diligence and efficiency and in accordance with this Agreementappropriate technical, the Project Agreementeconomic, the Subsidiary Agreementfinancial, the Project Implementation Manualmanagerial, the Anti-Corruption Guidelines environmental and the Safeguard Instruments; (ii) promptly refund to the Recipient for further refund to the Association any proceeds from the grant not used for purposes of carrying out the Project or for achieving the objectives thereof, or otherwise utilized social standards and practices; including in a manner inconsistent accordance with the provisions of this Agreement or Agreement, the POM, the ESCP (including the management tools and instruments referred to therein), and the Anti-Corruption Guidelines; and (ii) provide, promptly as needed, the resources required for such purpose; (c) the Project Implementing Entity shall ensure that any goods, works and/or services to be financed out of the Financing are procured in accordance with the Procurement Regulations, the Procurement Plan, and the provisions of this Agreement; (iiid) the Project Implementing Entity shall: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations and financial condition of the Project Implementing Entity, and the operations, resources and expenditures related to the Project; and (ii) at the request of or the Recipient or have such financial statements audited annually by independent auditors acceptable to the Association, exchange views in accordance with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association, but in any event not later than six (6) months after the end of (e) the Project Implementing Entity shall enable the Recipient and the Association to inspect the Project, its operation and any relevant records and documents; (f) the Project Implementing Entity shall maintain its policies and procedures adequate to enable it to monitor and evaluate in accordance with regard indicators acceptable to the Association and set forth in the POM, the progress of the Project and the achievement of the objectives thereof, and its objectives; (g) the Project Implementing Entity's performance Entity shall prepare and furnish to the Recipient and the Association all such information as the Recipient, or the Association shall reasonably request relating to the foregoing; and (h) the Recipient shall have the right to suspend or terminate the right of the Project Implementing Entity to use the proceeds of the Financing, or obtain a refund of all or any part of the amount of the Financing then of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; and (iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objectives thereof. (c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. The Recipient shall exercise its rights and perform its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except , and, except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisionsprovision thereof.

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of the Project by the Project Implementing EntityProject, the Recipient shall make the proceeds of the Financing allocated to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a) available to the Project Implementing Entity under a subsidiary agreement (“Subsidiary Agreement”) between the Recipient and the Project Implementing Entity (“Subsidiary Agreement”) Entity, under terms and conditions approved by the Association, which shall include, inter alia, the following: (a) the obligation of the Recipient to: (i) make RA shall not be required to repay the proceeds of the Financing available to received from the Project Implementing Entity in the form of a credit in Dollars, an interest at the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 years; and (ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project and ensure the achievement of the objectives thereof.Recipient; (b) the obligation of the Project Implementing Entity to: (i) RA to carry out the Project with due diligence and efficiency, in accordance conformity with this Agreementappropriate administrative, economic, managerial, financial, environmental, social, labor and technical standards and practices, and provide promptly as needed, the Project Agreementfacilities, services and other resources required for the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard InstrumentsProject; (iic) promptly refund to the Recipient for further refund to the Association any proceeds from the grant not used for purposes of carrying out the Project or for achieving the objectives thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request obligation of the Recipient or the Association, RA to: (i) exchange views with the Recipient Recipient, and the Association with regard to the progress of the Project and the achievement of the objectives thereofProject, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement; and (ii) assist the Recipient in complying with its obligations referred to in Section II of this Schedule, as applicable to the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; andProject; (ivd) the obligation of the RA to promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the implementation progress of the Project, including but not limited to any Project-related accident or incident; (e) the obligation of the RA to carry out the Project in accordance with the POM; (f) the obligation of the RA to carry out the Project in compliance with the Anti-Corruption Guidelines; (g) the obligation of the RA to: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to the Project; and (ii) have such financial statements audited on an annual basis by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association, and no later than six months after the end of the Project and fiscal year; and (h) the achievement right of the objectives thereof. (c) a provision stipulating thatRecipient to take remedial actions against the RA, in case of conflict between the RA shall have failed to comply with any of its obligations under the provisions contained in Subsidiary Agreement, which actions may include, inter alia, the partial or total suspension and/or cancellation or refund of all or any part of the proceeds of the subsidiary financing transferred to the RA pursuant to the Subsidiary Agreement or (as the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailcase may be). 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. 3. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. 1. (a) To facilitate the carrying out by FID of Parts 1, 2, 3, 2 and 4 (a), 5(a), 5(e), 5(f) and 5(g) of the Project by the Project Implementing EntityProject, the Recipient shall make part of the proceeds of the Financing allocated from time to time to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a4) available to the Project Implementing Entity FID under a subsidiary agreement between the Recipient and the FID (as the Project Implementing Entity (“Subsidiary Agreement”) Entity), under terms and conditions approved by the Association, which shall include:include the following (“Subsidiary Agreement”): (ai) the obligation of the Recipient to: (iA) make the proceeds funds of Parts 1, 2 and 4 of the Financing Project available to the Project Implementing Entity FID in the form of a credit in Dollarsgrant, an interest at subject to the rate terms of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 yearsthis Agreement; and (iiB) take all actions necessary to permit the Project Implementing Entity FID to carry out Parts 1, 2 and 4 of the Project and ensure the achievement of the objectives objective thereof.; (bii) the obligation of the FID, as the Project Implementing Entity Entity, to: (iA) carry out Parts 1, 2 and 4 of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Project Implementation ManualOperational Manuals, the Anti-Corruption Guidelines Guidelines, the Procurement Regulations, the Annual Work Plans and Budgets, the Procurement Plan, and the Safeguard InstrumentsEnvironmental and Social Commitment Plan; (iiB) promptly refund to the Recipient for further refund to the Association any proceeds from the grant Financing not used for purposes of carrying out Parts 1, 2 and 4 of the Project or for achieving the objectives objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iiiC) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of Parts 1, 2 and 4 of the Project and the achievement of the objectives objective thereof, and the Project Implementing Entity's performance of FID’s compliance with its obligations under related to the Subsidiary Agreement, implementation of the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instrumentsin accordance with Section (ii) (A) immediately above; and (ivD) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of Parts 1, 2 and 4 of the Project and the achievement of the objectives objective thereof.; and (ciii) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or the Project Implementation ManualOperational Manuals, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. (b) The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.the

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) Part 1 and 5(gPart 2(a) of the Project by the Project Implementing EntityProject, the Recipient shall make part of the proceeds of the Financing allocated to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a) Grant available to the Project Implementing Entity under a subsidiary agreement (the “Subsidiary Agreement”) between the Recipient and the Project Implementing Entity (“Subsidiary Agreement”) Entity, under terms and conditions approved by the Association, which shall include: (a) include the obligation of the Recipient tofollowing: (i) that the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity in proceeds of the form Grant for the financing of a credit in Dollars, an interest at Eligible Expenditures under Parts 1 and 2(a) of the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 years; andProject; (ii) take all actions necessary that the Project Implementing Entity shall open an account for the Project in a commercial bank acceptable to permit the Recipient and the Association; (iii) that the right of the Project Implementing Entity to withdraw the proceeds of the Grant shall be subject to the right of the Recipient to withdraw the proceeds of the Grant under the Financing Agreement; (iv) that the Project Implementing Entity declares its commitment to the objectives of the Project as set forth in Schedule 1 to the Financing Agreement, and, to this end, shall carry out the Project with due diligence and efficiency; (v) that the Project Implementing Entity shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, environmental and investment practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers; (vi) that procurement of goods, works and services required for the carrying out of the Project and to be financed out of the proceeds of the Grant shall be governed by the provisions of Section III of Schedule 2 to this Agreement; (vii) that the Project Implementing Entity shall prepare, not later than four (4) months after the Closing Date of the Financing Agreement or such later date as may be agreed for this purpose with the Recipient and the Association, a plan designed to ensure the continued achievement of the objectives thereof.Project’s objectives; (bviii) that the obligation Project Implementing Entity shall establish and maintain a financial management system, prepare quarterly interim un-audited financial reports and ensure that its accounts are audited on an annual basis; and (ix) that if the right of the Recipient to obtain disbursements from the Grant is suspended or terminated by the Association pursuant to the provisions of the Financing Agreement, the right of the Project Implementing Entity to: (i) carry out the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; (ii) promptly refund to the Recipient for further refund to the Association any proceeds obtain disbursements from the grant not used for purposes of carrying out Grant shall, likewise and simultaneously, be suspended or terminated, as the Project or for achieving the objectives thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project and the achievement of the objectives thereof, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; and (iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objectives thereof. (c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailmay be. 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the FinancingGrant. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of the Project by the Project Implementing Entity’s Respective Parts of the Project, the Recipient shall shall, prior to initiating the implementation of Parts 1 and 2 of the Project, make part of the proceeds of the Financing allocated to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a) Credit available to the Project Implementing Entity under a subsidiary agreement (the Subsidiary Agreement”) between the Recipient and the Project Implementing Entity (“Subsidiary Agreement”) Entity, under terms and conditions approved by the Association, which shall include: (a) the obligation of the Recipient to: (i) make the proceeds of the Financing Credit shall be made available by the Recipient to the Project Implementing Entity on a non-refundable grant basis; (b) the Project Implementing Entity shall undertake to carry out its Respective Parts of the Project in accordance with the provisions of this Agreement, the Operations Manual and the Anti-Corruption Guidelines; (c) the Recipient shall, through DCI, be responsible for the fiduciary aspects (including procurement) of all Parts of the Project and of the financial management aspects of Parts 1 and 2 of the Project as described in the form of a credit in Dollars, an interest at the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 years; andOperations Manual; (iid) take all actions necessary the Recipient shall have the right to permit suspend or terminate the right of the Project Implementing Entity to carry out the Project and ensure the achievement use of the objectives thereof. (b) proceeds of the obligation of Credit made available under the Subsidiary Agreement upon failure by the Project Implementing Entity to:to perform its obligations thereunder, or if the Succession Date has not occurred by June 30, 2011; and (ie) carry out in the event that any portion of the proceeds of the Credit provided to the Project Implementing Entity is not used for Eligible Expenditures or is otherwise used in accordance with breach of this Agreement, the Project Agreement, or the Subsidiary Agreement, the Project Implementation ManualImplementing Entity shall, the Anti-Corruption Guidelines and the Safeguard Instruments; (ii) promptly refund to the Recipient for further refund to the Association any proceeds upon notice from the grant not used for purposes of carrying out the Project or for achieving the objectives thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request of the Recipient or from the Association, exchange views with refund the Recipient and the Association with regard notified amount to the progress of the Project and the achievement of the objectives thereof, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard Instruments; and (iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objectives thereof. (c) a provision stipulating that, account provided in case of conflict between any of the provisions contained in the Subsidiary Agreement or the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailsuch notice. 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the FinancingCredit. Except as the Association shall otherwise agreeagree in writing, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of the Project by the Project Implementing EntityProject, the Recipient shall make the proceeds of the Financing allocated to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a) available to the Project Implementing Entity under a subsidiary agreement Subsidiary Agreement between the Recipient and the Project Implementing Entity (“Subsidiary Agreement”) Entity, under terms and conditions approved by acceptable to the Association, which shall include: (a) the obligation right of the Recipient to: (i) make Project Implementing Entity to withdraw the proceeds of the Financing available to on behalf of the Project Implementing Entity in the form of a credit in Dollars, an interest at the rate of 5 percent per annumRecipient, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 years; and (ii) take all actions necessary proceeds so withdrawn shall be considered to permit be withdrawn by the Project Implementing Entity to carry out the Project and ensure the achievement of the objectives thereof.Recipient; (b) the obligation of the Project Implementing Entity to: : (i) repay the principal amount of the Credit made available under the Subsidiary Agreement (“Subsidiary Credit”) in Dollars or such other currency as may be agreed in writing between the Recipient and the Association; (ii) pay interest on the principal amount withdrawn and outstanding from time to time at the rate specified in Section 2.04 of this Agreement; and (iii) repay the principal amount of the Subsidiary Credit over the period applicable to the Recipient pursuant to Section 2.06 of this Agreement; (c) the provision of the principal amount of the Grant under the Subsidiary Agreement in Dollars or such other currency as may be agreed in writing with the Association on a grant basis; (d) the obligation of the Project Implementing Entity to carry out the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, provisions of the Anti-Corruption Guidelines and the Safeguard InstrumentsGuidelines; (iie) promptly refund the obligation of the Project Implementing Entity to the Recipient for further refund to the Association any proceeds from the grant not used for purposes of carrying carry out the Project or for achieving the objectives thereof, or otherwise utilized in a manner inconsistent accordance with the provisions of this Agreement the Safeguards Instruments, and without any right or authority, except as the Project AgreementAssociation shall otherwise agree in writing, to assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, said instruments; (iiif) at the request obligation of the Recipient or Project Implementing Entity to: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, exchange views both in a manner adequate to reflect the operations and financial condition of the Project Implementing Entity, including the operations, resources, and expenditures related to the Project; and (ii) have such statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and furnish such audited financial statements to the Recipient and the Association in accordance with regard the provisions of Section 5.09 (b) (ii) of the General Conditions and make them publicly available in a timely fashion and in a manner acceptable to the progress of the Project and the achievement of the objectives thereof, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Anti-Corruption Guidelines and the Safeguard InstrumentsAssociation; and (ivg) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation obligation of the Project and the achievement Implementing Entity to carry out procurement of the objectives thereof. (c) a provision stipulating thatgoods, in case of conflict between any of the provisions contained in the Subsidiary Agreement or works, and consultants’ services required for the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, accordance with the provisions of this Agreement and the Project Agreement shall at all times prevailProcurement Regulations, as said provisions may be further elaborated in the Procurement Plan. 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisionssaid agreement.

Subsidiary Agreement. 1. To facilitate the carrying out of Parts 1, 2, 3, 4 (a), 5(a), 5(e), 5(f) and 5(g) of Part 1of the Project by the Project Implementing EntityProject, the Recipient shall make the proceeds of the Financing allocated from time to time to Categories (1), (2), (3)(a), (4), (5)(a), (6)(a), (6)(c), (6)(d) and (7)(a4(a) available to the Project Implementing Entity INAP-FTP under a subsidiary agreement between the Recipient (through DPEF) and the Project Implementing Entity (“Subsidiary Agreement”) INAP-FTP, under terms and conditions approved by the AssociationAssociation (“Subsidiary Agreement”), which shall includeinclude the following provisions: (a) the obligation of the Recipient to: (i) make the proceeds of the Financing allocated from time to time to Categories 1, 2 and 4(a) available to INAP-FTP as a grant under terms and conditions acceptable to the Project Implementing Entity in the form of a credit in Dollars, an interest at the rate of 5 percent per annum, and a repayment of principal over a maturity period of 20 years, including a grace period of 5 yearsAssociation; and (ii) take all actions necessary to permit the Project Implementing Entity INAP-FTP to carry out Part 1 of the Project Project, including without limitation to the generality of the foregoing, to provide Sub-grants under Part 1.1(b) and Part 1.2(c) of the Project, and ensure the achievement of the objectives thereof. (b) the obligation of the Project Implementing Entity INAP-FTP to: (i) carry out its activities under Part 1 of the Project Project, including without limitation to the generality of the foregoing, to provide Sub-grants under Part 1.1(b) and Part 1.2(c) of the Project, in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures of FAP-FTP, the Anti-Corruption Guidelines and the Safeguard InstrumentsAnnual Work Plans and Budgets; (ii) promptly refund to the Recipient for further refund to the Association any proceeds from the grant not used for purposes of carrying out Part 1 of the Project or for achieving the objectives thereofits objectives, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of its activities under Part 1 of the Project and the achievement of the objectives thereofits objectives, and the Project Implementing EntityINAP-FTP's (including FAP-FTP’s) performance of its obligations under the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures of FAP-FTP, the Anti-Corruption Guidelines and the Safeguard InstrumentsAnnual Work Plans and Budgets; (iv) for the implementation of Parts 1.1(b) and 1.2(c) of the Project, enter into the pertinent Sub-grant Agreements as provided in Section I.C.1 of this Schedule 2; (v) take, or cause to be undertaken, all necessary actions to enable the Recipient to comply with its Project implementation obligations under this Agreement; and (ivvi) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objectives thereofits objective. (c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or Agreement, the Project Implementation Manual, on one handManual or the Manual of Procedures of FAP-FTP, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.