Common use of Subsidiary Agreements Clause in Contracts

Subsidiary Agreements. 1. To facilitate the carrying out of their Respective Part of the Project, the Recipient shall make such part of the proceeds of the Financing allocated from time to time to Categories 1(a), and 3 available to RISA under a subsidiary agreement between the Recipient and RISA (the “RISA Subsidiary Agreement”) and such part of the proceeds of the Financing allocated from time to time to Category 1(b) and 2 available to BRD under a subsidiary agreement between the Recipient and BRD (the “BRD Subsidiary Agreement”). Each Subsidiary Agreement shall have terms and conditions approved by the Association, which shall include: (a) terms and conditions of the financing extended under the Subsidiary Agreement; (b) the obligation of the 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, both in a manner adequate to reflect the operations, resources and expenditures related to its Respective Part of the Project; and (ii) have such financial statements audited 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 make such statements publicly available in a timely fashion and in a manner acceptable to the Association; (c) the obligation of the Project Implementing Entity to comply with all its obligations included in or referred to in its Project Agreement; and (d) the right of the Recipient to take remedial actions against the Project Implementing Entity, in case the Project Implementing Entity shall have failed to comply with any of its obligations under the Subsidiary Agreement, which actions shall include the partial or total suspension and/or cancellation or refund of all or any part of the proceeds of the financing extended under the Subsidiary Agreement. 2. The Recipient shall exercise its rights under each of the Subsidiary Agreements in such a 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 either of the Subsidiary Agreements or any of their provisions.

Subsidiary Agreements. 1. To facilitate the carrying out of their Respective Part B of the Project, the Recipient Borrower (through MOT) shall make such part continue to carry out and cause the Participating Cities, the City of Bogotá and Implementing Entities to carry out the Subsidiary Agreements (as updated for the purposes of this Agreement), which shall include inter alia, the following: (a) the Borrower’s obligation (through MHCP) to: (i) transfer to the respective Implementing Entity the portion of the proceeds of the Financing allocated from time Loan required to time to Categories 1(a)carry out its respective activities under Part B of the Project, in accordance with the provisions of this Agreement, the corresponding Subsidiary Agreement, and 3 available the Operational Manual; and (ii) suspend disbursements of Loan proceeds for Transfers, or cancel Transfer amounts to RISA under a subsidiary agreement between be disbursed in the Recipient and RISA (the “RISA Subsidiary Agreement”) and such part event that any Participating City or Implementing Entity fails to comply with any of the proceeds of the Financing allocated from time to time to Category 1(b) and 2 available to BRD under a subsidiary agreement between the Recipient and BRD (the “BRD Subsidiary Agreement”). Each Subsidiary Agreement shall have terms and conditions approved by the Association, which shall include: (a) terms and conditions of the financing extended their respective obligations under the respective Subsidiary Agreement; (b) the Borrower’s obligation (through MOT) to provide technical and administrative assistance to Participating Cities and the City of the Project Implementing Entity to: (i) maintain a financial management system and prepare financial statements in accordance Bogotá with consistently applied accounting standards acceptable respect to the Association, both design and implementation of BRTS and register in a manner adequate to reflect its data base the operations, resources and expenditures investment projects related to its Respective Part the implementation of the Project; and (ii) have such financial statements audited 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 make such statements publicly available in a timely fashion and in a manner acceptable to the AssociationBRTS under each Participating City; (c) the obligation of the Participating Cities, the City of Bogotá and the Implementing Entities to: (i) carry out their respective activities under Part B of the Project Implementing Entity in accordance with the provisions of Section I.D of Schedule 2 to comply this Agreement; and (ii) utilize the proceeds of the Transfers in accordance with all its obligations included the procedures set forth in or the Operational Manual, only for the purposes of the Project and pursuant to the provisions of the Anti- Corruption Guidelines applicable to recipients of Loan proceeds other than the Borrower (and recognizing the Borrower’s power to exercise the legal remedies referred to in its Project Agreement; andsub-Section B. 2 below); (d) the right obligation of the Recipient Participating Cities, the City of Bogotá and the Implementing Entities to: (i) enable the Bank to take remedial actions against review Project accounts and other documentation, as the Project Implementing EntityBank shall reasonably request, in case respect of the Project Implementing Entity shall have failed implementation of Part B of the Project; and (ii) provide the Borrower, promptly, with information regarding the implementation of Part B of the Project, as required by the Borrower, to comply with any of its obligations incurred under this Agreement; (e) the Subsidiary Agreementobligation of the Implementing Entities to: (i) procure the goods, services and works for the Project in accordance with the provisions of Section III of this Schedule as set forth in the Procurement Plan including the update of such plan to incorporate the provisions of the Anti-Corruption Guidelines, which actions Anti-Corruption Guidelines will be applicable to all contracts for goods, works and services to the Project, signed on or after the retroactive financing date set forth in Sections IV.B.1.(b) and IV.B.1.(c) of this Schedule (the Anti-Corruption Guidelines shall include also be introduced into contracts signed prior to such date, if and when those contracts are amended by the partial or total suspension and/or cancellation or refund of all or parties thereto for any part other reason); and (ii) carry out Part B of the proceeds Project in accordance with technical, financial, environmental, land acquisition and resettlement procedures and plans detailed in the Operational Manual; and (f) the obligation of the financing extended under Implementing Entities to keep records and accounts in regard to Eligible Expenditures and provide timely information to the Subsidiary AgreementBorrower (MOT) on the use of the Transfers. 2. (a) The Recipient Borrower (through MHCP and MOT) shall exercise its rights under each of the Subsidiary Agreements in such a manner as to protect the interests of the Recipient Borrower and the Association Bank and to accomplish the purposes of the Financing. Project, including, through the application of any legal remedies provided under the Anti-Corruption Guidelines. (b) Except as the Association Bank and the Borrower shall otherwise agree, the Recipient Borrower shall not assign, amend, abrogate, abrogate or waive either any of the Subsidiary Agreements or any of their respective provisions, in connection with the Project. (c) In case of any conflict between the terms of the Subsidiary Agreements and those of this Agreement, the terms of this Agreement shall prevail.

Subsidiary Agreements. 1. To facilitate the carrying out of their Respective Part B of the Project, the Recipient Borrower (through MOT) shall make such part continue to carry out and cause the Participating Cities, the City of Bogotá and Implementing Entities to carry out the Subsidiary Agreements (as updated for the purposes of this Agreement), which shall include inter alia, the following: (a) the Borrower’s obligation (through MHCP) to: (i) transfer to the respective Implementing Entity the portion of the proceeds of the Financing allocated from time Loan required to time to Categories 1(a)carry out its respective activities under Part B of the Project, in accordance with the provisions of this Agreement, the corresponding Subsidiary Agreement, and 3 available the Operational Manual; and (ii) suspend disbursements of Loan proceeds for Transfers, or cancel Transfer amounts to RISA under a subsidiary agreement between be disbursed in the Recipient and RISA (the “RISA Subsidiary Agreement”) and such part event that any Participating City or Implementing Entity fails to comply with any of the proceeds of the Financing allocated from time to time to Category 1(b) and 2 available to BRD under a subsidiary agreement between the Recipient and BRD (the “BRD Subsidiary Agreement”). Each Subsidiary Agreement shall have terms and conditions approved by the Association, which shall include: (a) terms and conditions of the financing extended their respective obligations under the respective Subsidiary Agreement; (b) the Borrower’s obligation (through MOT) to provide technical and administrative assistance to Participating Cities and the City of the Project Implementing Entity to: (i) maintain a financial management system and prepare financial statements in accordance Bogotá with consistently applied accounting standards acceptable respect to the Association, both design and implementation of BRTS and register in a manner adequate to reflect its data base the operations, resources and expenditures investment projects related to its Respective Part the implementation of the Project; and (ii) have such financial statements audited 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 make such statements publicly available in a timely fashion and in a manner acceptable to the AssociationBRTS under each Participating City; (c) the obligation of the Participating Cities, the City of Bogotá and the Implementing Entities to: (i) carry out their respective activities under Part B of the Project Implementing Entity in accordance with the provisions of Section I.D of Schedule 2 to comply this Agreement; and (ii) utilize the proceeds of the Transfers in accordance with all its obligations included the procedures set forth in or the Operational Manual, only for the purposes of the Project and pursuant to the provisions of the Anti-Corruption Guidelines applicable to recipients of Loan proceeds other than the Borrower (and recognizing the Borrower’s power to exercise the legal remedies referred to in its Project Agreement; andsub-Section B. 2 below); (d) the right obligation of the Recipient Participating Cities, the City of Bogotá and the Implementing Entities to: (i) enable the Bank to take remedial actions against review Project accounts and other documentation, as the Project Implementing EntityBank shall reasonably request, in case respect of the Project Implementing Entity shall have failed implementation of Part B of the Project; and (ii) provide the Borrower, promptly, with information regarding the implementation of Part B of the Project, as required by the Borrower, to comply with any of its obligations incurred under this Agreement; (e) the Subsidiary Agreementobligation of the Implementing Entities to: (i) procure the goods, services and works for the Project in accordance with the provisions of Section III of this Schedule as set forth in the Procurement Plan including the update of such plan to incorporate the provisions of the Anti-Corruption Guidelines, which actions Anti-Corruption Guidelines will be applicable to all contracts for goods, works and services to the Project, signed on or after the retroactive financing date set forth in Sections IV.B.1.(b) and IV.B.1.(c) of this Schedule (the Anti-Corruption Guidelines shall include also be introduced into contracts signed prior to such date, if and when those contracts are amended by the partial or total suspension and/or cancellation or refund of all or parties thereto for any part other reason); and (ii) carry out Part B of the proceeds Project in accordance with technical, financial, environmental, land acquisition and resettlement procedures and plans detailed in the Operational Manual; and (f) the obligation of the financing extended under Implementing Entities to keep records and accounts in regard to Eligible Expenditures and provide timely information to the Subsidiary AgreementBorrower (MOT) on the use of the Transfers. 2. (a) The Recipient Borrower (through MHCP and MOT) shall exercise its rights under each of the Subsidiary Agreements in such a manner as to protect the interests of the Recipient Borrower and the Association Bank and to accomplish the purposes of the Financing. Project, including, through the application of any legal remedies provided under the Anti-Corruption Guidelines. (b) Except as the Association Bank and the Borrower shall otherwise agree, the Recipient Borrower shall not assign, amend, abrogate, abrogate or waive either any of the Subsidiary Agreements or any of their respective provisions, in connection with the Project. (c) In case of any conflict between the terms of the Subsidiary Agreements and those of this Agreement, the terms of this Agreement shall prevail.

Subsidiary Agreements. 1. To facilitate the carrying out of their each Project Implementing Entity’s Respective Part of the Project, the Recipient shall shall: (a) make such part of the proceeds of the Financing allocated from time to time to Categories 1(a), and 3 available to RISA CIC in the form of a grant under a subsidiary agreement between the Recipient and RISA CIC, under terms and conditions approved by the Association (the “RISA CIC Subsidiary Agreement”); and (b) and such make part of the proceeds of the Financing allocated from time to time to Category 1(b) and 2 available to BRD the Cocoa Board in the form of a grant under a subsidiary agreement between the Recipient and BRD (the “BRD Subsidiary Agreement”). Each Subsidiary Agreement shall have Cocoa Board, under terms and conditions approved by the AssociationAssociation (“Cocoa Board Subsidiary Agreement”)(CIC Subsidiary Agreement and Cocoa Board Subsidiary Agreement shall be, which collectively, referred to as the “Subsidiary Agreements” and, individually, as a “Subsidiary Agreement”). 2. Without limitation to the generality of Section I.B.1 above, each Subsidiary Agreement shall include, inter alia, provisions pursuant to which: (a) terms and conditions of the financing extended under the Subsidiary Agreement; (b) the obligation of the Project Implementing Entity to: (i) maintain a financial management system shall undertake to carry out its Respective Part of the Project with due diligence and prepare financial statements efficiency and in accordance with consistently applied accounting appropriate technical, economic, financial, engineering, managerial, environmental and social standards and practices acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to its Respective Part of the Project; and (ii) have such financial statements audited by independent auditors acceptable to the Association, including in accordance with consistently applied auditing standards acceptable to the Association, provisions of this Agreement and promptly furnish the statements as so audited to the Recipient and the Association and make such statements publicly available in a timely fashion and in a manner acceptable to the Association; (c) the obligation of the Project Implementing Entity to comply with all its obligations included in or referred to in its Project Agreement; and (db) the Recipient shall have the right to suspend or terminate the right of the Recipient to take remedial actions against the Project Implementing Entity, in case the Project Implementing Entity shall have failed to comply with any use the proceeds of the Financing made available under its obligations under the Subsidiary Agreement, which actions shall include the partial or total suspension and/or cancellation or obtain a refund of all or any part of the proceeds amount of the financing extended Financing made available under its Subsidiary Agreement then withdrawn, upon the Project Implementing Entity’s failure to perform any of its obligations under its Subsidiary Agreement. 23. The Recipient shall perform its obligations and exercise its rights under each of the Subsidiary Agreements Agreement in such a 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 agreeagree in writing, the Recipient shall not assign, amend, abrogate, abrogate or waive either any of the Subsidiary Agreements or any of their provisions, or permit any of the Project Implementing Entities to do so.

Subsidiary Agreements. 1. (a) To facilitate the carrying out of their Respective Part of the ProjectGHA Project Activities, the Recipient shall make such part of the proceeds of the Financing allocated from time to time to Categories 1(a), and 3 available to RISA GHA on a non refundable grant basis under a subsidiary agreement between the Recipient and RISA (the “RISA Subsidiary Agreement”) and such part of the proceeds of the Financing allocated from time to time to Category 1(b) and 2 available to BRD GHA, under a subsidiary agreement between the Recipient and BRD (the “BRD Subsidiary Agreement”). Each Subsidiary Agreement shall have terms and conditions approved by the Association, which shall include: , inter alia: (a) terms and conditions GHA’s commitment to comply with the provisions of the financing extended under Project Manual of Administrative, Financial and Accounting Procedures, the Subsidiary Agreement; Anti-Corruption Guidelines, and the Environment and Social Management Framework, the Environment Management Plan, and the Resettlement Policy Framework; (b) GHA’s commitment to maintain, throughout the obligation of the 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, both in a manner adequate to reflect the operations, resources and expenditures related to its Respective Part implementation of the Project; , appropriate staff with terms of reference, qualification and (ii) have such financial statements audited 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 experience satisfactory to the Recipient and the Association Association; and make such statements publicly available in a timely fashion and in a manner acceptable to the Association; (c) monitoring, reporting, evaluation and other fiduciary obligations consistent with the obligation of the Project Implementing Entity to comply with all its Recipient’s obligations included in or referred to in its Project under this Agreement (“GHA Subsidiary Agreement; and”). (db) the right of the Recipient to take remedial actions against the Project Implementing Entity, in case the Project Implementing Entity shall have failed to comply with any of its obligations under the Subsidiary Agreement, which actions shall include the partial or total suspension and/or cancellation or refund of all or any part of the proceeds of the financing extended under the Subsidiary Agreement. 2. The Recipient shall exercise its rights under each of the GHA Subsidiary Agreements Agreement in such a 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, abrogate or waive either of the GHA Subsidiary Agreements Agreement or any of their its provisions. (a) To facilitate the carrying out of the GPHA Project Activities, the Recipient shall make part of the proceeds of the Financing available to GPHA on a non refundable grant basis under a subsidiary agreement between the Recipient and GPHA, under terms and conditions approved by the Association, which shall include, inter alia: (a) GPHA’s commitment to comply with the provisions of the Project Manual of Administrative, Financial and Accounting Procedures, the Anti-Corruption Guidelines, and the Environment and Social Management Framework, and the Resettlement Policy Framework; (b) GPHA’s commitment to maintain, throughout the implementation of the Project, appropriate staff with terms of reference, qualification and experience satisfactory to the Recipient and the Association; and (c) monitoring, reporting, evaluation and other fiduciary obligations consistent with the Recipient’s obligations under this Agreement (“GPHA Subsidiary Agreement”). (b) The Recipient shall exercise its rights under the GPHA 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 GPHA Subsidiary Agreement or any of its provisions. (a) To facilitate the carrying out of the CEPS Project Activities, the Recipient shall make part of the proceeds of the Financing available to CEPS on a non refundable grant basis under a subsidiary agreement between the Recipient and CEPS, under terms and conditions approved by the Association, which shall include, inter alia: (a) CEPS’ commitment to comply with the provisions of the Project Manual of Administrative, Financial and Accounting Procedures, the Anti-Corruption Guidelines, the Environment and Social Management Framework, and the Resettlement Policy Framework; (b) CEPS’ commitment to maintain, throughout the implementation of the Project, appropriate staff with terms of reference, qualification and experience satisfactory to the Recipient and the Association; and (c) monitoring, reporting, evaluation and other fiduciary obligations consistent with the Recipient’s obligations under this Agreement (“CEPS Subsidiary Agreement”). (b) The Recipient shall exercise its rights under the CEPS 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 CEPS Subsidiary Agreement or any of its provisions.