Page 1 CONFORMED COPY CREDIT NUMBER 3524 MAG Development Credit Agreement (Rural Development Support Project) between REPUBLIC OF MADAGASCAR and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated June 22, 2001 CREDIT NUMBER 3524 MAG DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated June 22, 2001, between REPUBLIC OF MADAGASCAR (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Borrower has issued a letter of rural development policy, dated April 12, 2001, describing a program of actions, objectives and policies, including development of its Plan d’Action pour le Développement Rural (PADR), designed to promote the formulation and implementation of its rural development policy objectives (hereinafter referred to as "the Program"), and declared its commitment to the execution of the Program; (B) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: Page 2 ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985 (as amended through October 6, 1999), with the modifications set forth below to this Agreement (the General Conditions), constitute an integral part of this Agreement: (a) A new paragraph (12) is added to Section 2.01 to read as set forth below, and the existing paragraphs (12) through (14) of said Section are accordingly renumbered as paragraphs (13) through (15): "12. ‘Participating Country’ means any country that the Association determines meets the requirements set forth in Section 11 of Resolution No. 194 of the Board of Governors of the Association, adopted on April 8, 1999; and ‘Participating Countries’ means, collectively, all such countries." ; and (b) The second sentence of Section 5.01 is modified to read: "Except as the Borrower and the Association shall otherwise agree, no withdrawals shall be made: (a) on account of expenditures in the territories of any country which is not a Participating Country or for goods produced in, or services supplied from, such territories; or (b) for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Association, is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations." Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "Administrative, Accounting and Financial Manual" means the Borrower’s Administrative, Accounting and Financial Manual, dated March 26, 2001, giving details of administrative, accounting and financial procedures, and procurement and disbursement arrangements, as shall have been agreed with the Association for purposes of the implementation of the Project, as the same may be amended from time to time, and such term includes any schedules to the Administrative, Accounting and Financial Manual; (b) "Beneficiary" means beneficiary of a Grant; (c) "Eligible Activity" means any activity under Part B or Part C of the Project, in respect of which a Grant has been, or may be, provided; (d) "Eligible Categories" means Category (1) set forth in the table in Part A.1 of Schedule 1 to this Agreement in respect of Parts A through C of the Project, and Categories (2) through (5) set forth in said table in respect of Parts D and E of the Project; (e) "Eligible Expenditures" means expenditures in respect of the reasonable cost of goods and services required for the Project, as well as amounts paid or to be paid under Grants, and to be financed out of the proceeds of the Credit allocated from time to time to the Eligible Categories in accordance with the provisions of Part A.1 of Schedule 1 to this Agreement; (f) "EPP" means Equipe Permanente de Pilotage, a permanent steering committee established by the Borrower to be responsible for the management of the PADR process; (g) "Grant" means a grant made, or to be made, out of the proceeds of the Credit to finance a Subproject or an Eligible Activity; (h) "Grant Agreement" means an agreement referred to in paragraph 8 (g) of Schedule 4 to this Agreement, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the Grant Agreement; (i) "GTDR" means Groupe de Travail de Développement Rural Régional, a Page 3 regional rural development working group established by the Borrower in each of the 20 Regions to be responsible for the management of the PADR process in the Region; (j) "Implementation Manual" means the Implementation Manual referred to in paragraph 4 (a) of Schedule 4 to this Agreement, as same may be amended from time to time in agreement with the Association, and such term includes any schedules to the Implementation Manual; (k) "INSTAT" means Institut National de la Statistique, the Borrower’s National Statistics Institute; (l) "MINAGRI" means Ministère de l’Agriculture, the Borrower’s Ministry of Agriculture; (m) "MINEL" means Ministère de l’Elevage, the Borrower’s Ministry of Livestock; (n) "NPIU" means the National Project Implementation Unit referred to in paragraph 1 (b) of Schedule 4 to this Agreement; (o) "PADR" means Plan d’Action pour le Développement Rural, the Borrower’s Rural Development Action Plan established pursuant to Décret No. 99-022, dated January 20, 1999, issued by the Prime Minister, to formulate and implement the Borrower’s rural development policy objectives; (p) "PPIU" means the Provincial Project Implementation Unit referred to in paragraph 2 (b) of Schedule 4 to this Agreement; (q) "PRDR" means Programme Régional pour le Développement Rural, the Borrower’s Regional Rural Development Program established to achieve its rural development objectives in each of the Regions; (r) "Project Account" means the project account referred to in Section 3.04 to this Agreement; (s) "Project Management Report" means each report prepared in accordance with Section 4.02 of this Agreement; (t) "Project Preparation Advance" means the project preparation advance granted by the Association to the Borrower pursuant to the letter agreement signed on behalf of the Association on November 9, 2000, and countersigned on behalf of the Borrower on November 27, 2000; (u) "Project Steering Committee" or "PSC" means the Project Steering Committee referred to in paragraph 1 (a) of Schedule 4 to this Agreement; (v) "Province" means any of the six main administrative sub-divisions of the Borrower’s territory; (w) "Region" means any of the twenty agro-ecological regions covered by a GTDR, and involved in the Project; (x) "Special Account" means either or both of the accounts referred to in Part B of Schedule 1 to this Agreement; (y) "Subproject" means any activity under Part A of the Project, in respect of which a Grant has been, or may be, provided; and (z) "UPDR" means Unité de Politique de Développement Rural, the Borrower’s rural development policy unit. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Development Credit Agreement, an amount in various currencies equivalent to sixty-nine million two hundred thousand Special Page 4 Drawing Rights (SDR 69,200,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement for: (i) expenditures made (or if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Credit; and (ii) amounts paid (or, if the Association shall so agree, to be paid) on account of withdrawals made under a Grant to meet the reasonable cost of eligible expenditures relating to a Subproject or other Eligible Activity, and in respect of which the withdrawal from the Credit Account is requested. (b) Promptly after the Effective Date, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and pay to itself the amount required to repay the principal amount of the Project Preparation Advance withdrawn and outstanding as of such date and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be canceled. Section 2.03. The Closing Date shall be June 30, 2007 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.04. (a) The Borrower shall pay to the Association a commitment charge on the principal amount of the Credit not withdrawn from time to time at a rate to be set by the Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 of 1%) per annum. (b) The commitment charge shall accrue: (i) from the date sixty days after the date of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or canceled; and (ii) at the rate set as of the June 30 immediately preceding the accrual date and at such other rates as may be set from time to time thereafter pursuant to paragraph (a) above. The rate set as of June 30 in each year shall be applied from the next date in that year specified in Section 2.06 of this Agreement. (c) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Commitment charges and service charges shall be payable semiannually on May 1 and November 1 in each year. Section 2.07. (a) Subject to paragraphs (b), (c) and (d) below, the Borrower shall repay the principal amount of the Credit in semiannual installments payable on each May 1 and November 1, commencing November 1, 2011 and ending May 1, 2041. Each installment to and including the installment payable on May 1, 2021 shall be one percent (1%) of such principal amount, and each installment thereafter shall be two percent (2%) of such principal amount. (b) Whenever: (i) the Borrower's per capita gross national product (GNP), as determined by the Association, shall have exceeded for three consecutive years the level established annually by the Association for determining eligibility to access the Association's resources; and (ii) the Bank shall consider the Borrower creditworthy for Bank lending, the Association may, subsequent to the review and approval thereof by the Executive Directors of the Association and after due consideration by them of the development of the Borrower's economy, modify the repayment of installments under paragraph (a) above by: (A) requiring the Borrower to repay twice the amount of each such installment not yet due until the principal amount of the Credit shall have been repaid; and (B) requiring the Borrower to commence repayment of the principal amount of the Credit as of the first semiannual payment Page 5 date referred to in paragraph (a) above falling six months or more after the date on which the Association notifies the Borrower that the events set out in this paragraph (b) have occurred, provided, however, that there shall be a grace period of a minimum of five years on such repayment of principal. (c) If so requested by the Borrower, the Association may revise the modification referred to in paragraph (b) above to include, in lieu of some or all of the increase in the amounts of such installments, the payment of interest at an annual rate agreed with the Association on the principal amount of the Credit withdrawn and outstanding from time to time, provided that, in the judgment of the Association, such revision shall not change the grant element obtained under the above-mentioned repayment modification. (d) If, at any time after a modification of terms pursuant to paragraph (b) above, the Association determines that the Borrower's economic condition has deteriorated significantly, the Association may, if so requested by the Borrower, further modify the terms of repayment to conform to the schedule of installments as provided in paragraph (a) above. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement and, to this end, shall carry out the Project with due diligence and efficiency and in conformity with appropriate technical, administrative and financial practices, and with due regard to environmental and ecological considerations, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (c) The Borrower shall apply the proceeds of the Credit allocated to Category (1) of the table in paragraph 1 of Part A.1 of Schedule 1 to this Agreement to finance Grants under terms and conditions which shall have been approved by the Association, and which shall include the terms and conditions set forth in paragraph 8 of Schedule 4 to this Agreement. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this Agreement. Section 3.03. For the purposes of Section 9.06 of the General Conditions and without limitation thereto, the Borrower shall: (a) prepare, on the basis of guidelines acceptable to the Association, and furnish to the Association not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, a plan designed to ensure the continued achievement of the objectives of the Project; and (b) afford the Association a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.04. Without limitation upon its obligations under Section 3.01 of this Agreement, the Borrower shall: (a) maintain, in a commercial bank and on terms and conditions satisfactory Page 6 to the Association, an advance account in the currency of the Borrower (hereinafter referred to as the Project Account), to be operated and maintained by NPIU, into which it shall deposit from time to time its local counterpart contribution to the cost of the Project; (b) deposit into the Project Account an initial advance equivalent to $450,000, and thereafter replenish the Project Account on a quarterly basis, or whenever the balance thereof equals not more than one third of the amount of the initial deposit, whichever occurs first; and (c) ensure that funds deposited into the Project Account shall be used only for the purposes of defraying the cost of expenditures incurred in the execution of the Project which are not financed out of the proceeds of the Credit. ARTICLE IV Financial Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained a financial management system, including records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section, including those for the Special Accounts, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than six months after the end of each such year, (A) certified copies of the financial statements referred to in paragraph (a) of this Section for such year as so audited; and (B) an opinion on such statements and reports of such audit, by said auditors, of such scope and in such detail as the Association shall have reasonably requested, including, as part of the information to be provided in each such report, a management letter concerning the Borrower's internal controls; and (iii) furnish to the Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors Page 7 as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. Section 4.02. (a) Without limitation upon the provisions of Section 4.01 of this Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association for the strengthening of its financial management system for the Project in order to enable the Borrower, not later than 18 months after the Effective Date, or such later date as the Association shall agree, to prepare quarterly Project Management Reports, acceptable to the Association, each of which: (i) (A) sets forth actual sources and applications of funds for the Project, both cumulatively and for the period covered by said report, and projected sources and applications of funds for the Project for the six-month period following the period covered by said report, and (B) shows separately expenditures financed out of the proceeds of the Credit during the period covered by said report and expenditures proposed to be financed out of the proceeds of the Credit during the six-month period following the period covered by said report; (ii) (A) describes physical progress in Project implementation, both cumulatively and for the period covered by said report, and (B) explains variances between the actual and previously forecast implementation targets; and (iii) sets forth the status of procurement under the Project and expenditures under contracts financed out of the proceeds of the Credit, as at the end of the period covered by said report. (b) Upon the completion of the action plan referred to in paragraph (a) of this Section, the Borrower shall prepare, in accordance with guidelines acceptable to the Association, and furnish to the Association not later than 45 days after the end of each calendar quarter a Project Management Report for such period. ARTICLE V Remedies of the Association Section 5.01. Pursuant to Section 6.02 (l) of the General Conditions, the following additional event is specified, namely, that a situation has arisen which shall make it improbable that the Program, or a significant part thereof, will be carried out. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the Project Steering Committee and NPIU have been established; (b) the Project Account has been duly opened, and the amount of the initial advance deposited therein in accordance with Section 3.04 (b) of this Agreement; (c) the Borrower has appointed the auditors referred to in Section 4.01 (b) of this Agreement, under terms, conditions and terms of reference acceptable to the Association, and in accordance with the provisions of Section II of Schedule 3 to this Agreement; (d) the Implementation Manual has been duly approved by the Association, and Page 8 adopted by the Borrower; and (e) PPIUs have been established in at least two Provinces, and the provincial director, accountant and procurement officer referred to in paragraph 3 (b) of Schedule 4 to this Agreement, duly recruited in each such PPIU under terms, conditions and terms of reference acceptable to the Association, and in accordance with the provisions of Section II of Schedule 3 to this Agreement. Section 6.02. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 6.03. The obligations of the Borrower under Articles III and IV of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on the date fifteen years after the date of this Agreement, whichever shall be the earlier. ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Finance and Economy B.P. 61 Antananarivo 101 Madagascar Cable address: Facsimile: MINFINECO (261) 20 22 34530 Antananarivo For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: INDEVAS 248423 (MCI) or (202) 477-6391 Washington, D.C. 64145 (MCI) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in Antananarivo, Madagascar, as of the day and year first above written. REPUBLIC OF MADAGASCAR By /s/ Tantely Gabrio Andrianarivo Authorized Representative Page 9 INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Hafez Ghanem Acting Regional Vice President Africa Region SCHEDULE 1 Withdrawal of the Proceeds of the Credit A. General 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Grants: 90% of amounts of Grants disbursed (a) under Parts A.2 and A.3 4,700,000 of the Project (b) under Parts A.1, B and C 34,300,000 of the Project (2) Civil works 100,000 100% of foreign expenditures and 85% of local expenditures (3) Equipment, vehicles 1,600,000 100% of foreign and materials expenditures and 85% of local expenditures (4) Consultants’ services, 16,900,000 100% of foreign training and audits expenditures and 85% of local expenditures (5) Operating costs 4,300,000 90% (6) Refunding of 500,000 Amount due pursuant Project Preparation to Section 2.02 (b) of Advance this Agreement (7) Unallocated 6,800,000 TOTAL 69,200,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than that of the Borrower for goods or services supplied from the Page 10 territory of any country other than that of the Borrower; (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower; and (c) the term "operating costs" means the incremental operating costs arising under the Project on account of local contractual support staff salaries, employment benefits, travel expenditures and other travel-related allowances; equipment rental and maintenance; vehicle operation, maintenance and repair; office rental and maintenance, materials and supplies; and utilities and communications' expenses. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made: (a) in respect of payments made for expenditures prior to the date of this Agreement; and (b) in respect of a Grant, unless the Grant has been provided in accordance with the procedures, and on the terms and conditions set forth or referred to in this Agreement and the Implementation Manual. 4. The Association may require withdrawals from the Credit Account to be made on the basis of statements of expenditure for expenditures for: (i) goods under contracts not exceeding $50,000 equivalent; (ii) consulting and auditing services under contracts not exceeding $50,000 equivalent, in the case of consulting firms, and $30,000 equivalent, in the case of individual consultants; (iii) Grants for Subprojects or other Eligible Activities; (iv) civil works; (v) operating costs; and (vi) training, under such terms and conditions as the Association shall specify by notice to the Borrower. B. Special Accounts 1. The Borrower shall open and maintain one special deposit account (hereinafter referred to as Special Account A) in respect of Category (1) of the table in Part A.1 of Schedule 1 to this Agreement for the purposes of Parts A through C of the Project, and another special deposit account (hereinafter referred to as Special Account B) in respect of Categories (2), (3), (4) and (5) of the said table for the purposes of Parts D and E of the Project. Each special account shall be opened and maintained in dollars in a commercial bank on terms and conditions satisfactory to the Association, including appropriate protection against set-off, seizure or attachment. 2. After the Association has received evidence satisfactory to it that a Special Account has been opened, withdrawals from the Credit Account of amounts to be deposited into the Special Account shall be made as follows: (a) until the Association shall have received: (i) the first Project Management Report referred to in Section 4.02 (b) of this Agreement, and (ii) a request from the Borrower for withdrawal on the basis of Project Management Reports, withdrawals shall be made in accordance with the provisions of Annex A to this Schedule 1; and (b) upon receipt by the Association of a Project Management Report pursuant to Section 4.02 (b) of this Agreement, accompanied by a request from the Borrower for withdrawal on the basis of Project Management Reports, all further withdrawals shall be made in accordance with the provisions of Annex B to this Schedule 1. 3. Payments out of each Special Account shall be made exclusively for Eligible Expenditures. For each payment made by the Borrower out of a Special Account, the Borrower shall, at such time as the Association shall reasonably request, furnish to the Association such documents and other evidence showing that such payment was made exclusively for Eligible Expenditures. 4. Notwithstanding the provisions of Part B.2 of this Schedule, the Association shall not be required to make further deposits into a Special Account: Page 11 (a) if the Association determines at any time that any Project Management Report does not adequately provide the information required pursuant to Section 4.02 of this Agreement; (b) if the Association determines at any time that all further withdrawals should be made by the Borrower directly from the Credit Account; or (c) if the Borrower shall have failed to furnish to the Association within the period of time specified in Section 4.01 (b) (ii) of this Agreement, any of the audit reports required to be furnished to the Association pursuant to said Section in respect of the audit of: (A) the records and accounts for the Special Account, or (B) the records and accounts reflecting expenditures with respect to which withdrawals were made on the basis of Project Management Reports. 5. The Association shall not be required to make further deposits into a Special Account in accordance with the provisions of Part B.2 of this Schedule, if, at any time, the Association shall have notified the Borrower of its intention to suspend in whole or in part the right of the Borrower to make withdrawals from the Credit Account pursuant to Section 6.02 of the General Conditions. Upon such notification, the Association shall determine, in its sole discretion, whether further deposits into the Special Account may be made and what procedures should be followed for making such deposits, and shall notify the Borrower of its determination. 6. (a) If the Association determines at any time that any payment out of a Special Account was made for an expenditure which is not an Eligible Expenditure, or was not justified by the evidence furnished to the Association, the Borrower shall, promptly upon notice from the Association, provide such additional evidence as the Association may request, or deposit into the Special Account (or, if the Association shall so request, refund to the Association) an amount equal to the amount of such payment. Unless the Association shall otherwise agree, no further deposit by the Association into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. (b) If the Association determines at any time that any amount outstanding in a Special Account will not be required to cover payments for Eligible Expenditures during the six-month period following such determination, the Borrower shall, promptly upon notice from the Association, refund to the Association such outstanding amount. (c) The Borrower may, upon notice to the Association, refund to the Association all or any portion of the funds on deposit in any Special Account. (d) Refunds to the Association made pursuant to subparagraph (a), (b) or (c) of this paragraph 6 shall be credited to the Credit Account for subsequent withdrawal or for cancellation in accordance with the provisions of the Development Credit Agreement. Annex A to SCHEDULE 1 Operation of Special Accounts When Withdrawals Are Not Made On the Basis of Project Management Reports 1. For the purposes of this Annex, the term "Authorized Allocation" means an amount equivalent to $4,200,000 in the case of Special Account A, and $800,000 in the case of Special Account B, to be withdrawn from the Credit Account and deposited into the respective Special Account pursuant to paragraph 2 (a) of this Annex, provided, however, that unless the Association shall otherwise agree, the Authorized Allocation shall be limited to an amount equivalent to $2,100,000 in the case of Special Account A, and $400,000 in the case of Special Account B, until: (i) in the case of Special Account A, the aggregate amount of withdrawals from the Credit Account allocated to Parts A through C of the Project, plus the total amount of all outstanding special commitments entered into by the Association pursuant to Section 5.02 of the General Conditions for Parts A through C of the Project, shall be equal to or exceed the equivalent of SDR 10,000,000, and (ii) in the case of Special Account B, the aggregate amount of withdrawals from the Credit Account allocated to Parts D and E of the Project, plus the total amount of all outstanding special commitments entered into by Page 12 the Association pursuant to Section 5.02 of the General Conditions for Parts D and E of the Project, shall be equal to or exceed the equivalent of SDR 5,000,000. 2. Withdrawals of a Special Account’s Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows: (a) For withdrawals of the Special Account’s Authorized Allocation, the Borrower shall furnish to the Association a request or requests for deposit into the Special Account of an amount or amounts which in the aggregate do not exceed the Authorized Allocation. On the basis of each such request, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit into the Special Account such amount as the Borrower shall have requested. (b) For replenishment of the Special Account, the Borrower shall furnish to the Association requests for deposit into the Special Account at such intervals as the Association shall specify. Prior to or at the time of each such request, the Borrower shall furnish to the Association the documents and other evidence required pursuant to Part B.3 of Schedule 1 to this Agreement for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit into the Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been paid out of the Special Account for Eligible Expenditures. Each such deposit into the Special Account shall be withdrawn by the Association from the Credit Account under one or more of the Special Account’s Eligible Categories. 3. The Association shall not be required to make further deposits into a Special Account, once the total unwithdrawn amount of the Credit minus the total amount of all outstanding special commitments entered into by the Association pursuant to Section 5.02 of the General Conditions, shall equal the equivalent of twice the amount of the Special Account’s Authorized Allocation. Thereafter, withdrawal from the Credit Account of the remaining unwithdrawn amount of the Credit shall follow such procedures as the Association shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Association shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for Eligible Expenditures. Annex B to SCHEDULE 1 Operation of Special Accounts When Withdrawals Are Made On the Basis of Project Management Reports 1. Except as the Association may otherwise specify by notice to the Borrower, all withdrawals from the Credit Account shall be deposited by the Association into the Special Accounts in accordance with the provisions of Schedule 1 to this Agreement. Each such deposit into a Special Account shall be withdrawn by the Association from the Credit Account under one or more of the Special Account’s Eligible Categories. 2. Each application for withdrawal from the Credit Account for deposit into a Special Account shall be supported by a Project Management Report. 3. Upon receipt of each application for withdrawal of an amount of the Credit, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit into the respective Special Account an amount equal to the lesser of: (a) the amount so requested; and (b) the amount which the Association has determined, based on the Project Management Report accompanying said application, is required to be deposited in order to finance Eligible Expenditures during the six-month period following the date of such report; provided, however, that the amount so deposited, when added to the amount indicated by said Project Management Report to be remaining in the Special Account, shall not exceed the equivalent of $6,400,000, in the case of Special Account A, or $1,100,000, in the case of Special Account B. SCHEDULE 2 Page 13 Description of the Project The objective of the Project is to contribute to the implementation of the PADR and selected elements of PRDRs by fostering development of revenue increasing activities, thus increasing incomes and reducing poverty in rural areas, while preserving the natural resources base. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Association may agree upon from time to time to achieve such objectives: Part A: Productive Investments 1. Identification, preparation, implementation and supervision of demand-driven productive investment activities relating to minor productive infrastructure, for the benefit of poor rural communities and producer associations, and provision of grants to finance such activities. 2. Identification, preparation, implementation and supervision of demand-driven productive investment activities relating to agricultural production, for the benefit of poor rural communities and producer associations, and provision of grants to finance such activities. 3. Identification, preparation, implementation and supervision of demand-driven productive investment activities relating to off-farm activities, for the benefit of poor rural communities and producer associations, and provision of grants to finance such activities. Part B: Support Services 1. Provision of extension services, training and other technical support, including establishment of demonstrations plots and technology validation modules, and organization of tours and workshops, related to, and required for, implementation of Subprojects, for the benefit of rural communities and producer organizations, and provision of grants to finance such support services. 2. Provision of support services for the benefit of rural communities and producer organizations to support small scale demand-driven extension and training services not necessarily linked to implementation of Subprojects, or to promote soil and water conservation, integrated pest management, product preparation and other such activities, and provision of grants to finance such support services. 3. Provision of grants to support agricultural research through: (a) a competitive grant program involving research grants for applied research awarded on a competitive basis to address constraints involved in the implementation of Subprojects; or (b) sponsored research involving strategic and upstream research designed to address thematic or long-term constraints involved in the intensification, diversification or sustainability of production systems. Part C: Community Development Implementation of demand-driven activities to strengthen rural communities and producer organizations, including: (a) preparation of participatory community development plans and producer organizations business plans; (b) development of organizational and managerial capabilities of rural communities and producer organizations; (c) establishment of voluntary savings accounts; and (d) workshops to facilitate the participation of Beneficiaries in the Project, and provision of grants to finance such activities. Part D: Capacity Building and Policy Development 1. Provision of technical advisory services and material assistance to support EPP and GTDRs in the exercise of their functions under PADR. 2. Provision of technical advisory services and material assistance to MINAGRI and Page 14 MINEL to develop a program, in close collaboration with INSTAT and UPDR, to produce agricultural statistics in a sustainable manner with a gradual implementation scheme, including: (a) strengthening of the statistical units of Ministries involved in rural development; (b) strengthening of the rural sector data base and undertaking of permanent and specific surveys; and (c) analysis and dissemination of statistical information. 3. Provision of technical advisory services and material assistance to undertake studies, in close collaboration with UPDR, to monitor the impact of the macro-economic, regulatory and fiscal framework of the rural sector and to formulate new policies. 4. Provision of technical advisory services and material assistance to strengthen the environmental units of Ministries involved in rural development. Part E: Project Administration and Monitoring Provision of technical advisory services and material assistance to support: (a) Project management and administration, including establishment and operation of an implementation unit at the central level and in each Province; and (b) monitoring and evaluation. * * * The Project is expected to be completed by December 31, 2006 . SCHEDULE 3 Procurement and Consultants’ Services Section I. Procurement of Goods and Works Part A: General 1. Goods and works shall be procured in accordance with (a) the provisions of Section I of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in January 1995 and revised in January and August 1996, September 1997 and January 1999 (the Guidelines), and (b) the provisions of the following Parts of this Section I. 2. In paragraphs 1.6 and 1.8 of the Guidelines, the references to "Bank member countries" and "member country" shall be deemed to be references, respectively, to "Participating Countries" and "Participating Country". Part B: International Competitive Bidding 1. Except as otherwise provided in Part C of this Section, goods shall be procured under contracts awarded in accordance with the provisions of Section II of the Guidelines and paragraph 5 of Appendix 1 thereto. 2. The following provision shall apply to goods to be procured under contracts awarded in accordance with the provisions of paragraph 1 of this Part B. Grouping of contracts To the extent practicable, contracts for goods shall be grouped in bid packages estimated to cost $100,000 equivalent or more each. Part C: Other Procurement Procedures 1. National Competitive Bidding Page 15 Goods estimated to cost less than $100,000 equivalent per contract, up to an aggregate amount not to exceed $800,000 equivalent, may be procured under contracts awarded in accordance with the provisions of paragraphs 3.3 and 3.4 of the Guidelines; provided, however, that: (i) all bids shall be in one envelope which shall be opened in public; (ii) methods used in evaluation of bids and the award of contracts shall be made known to all bidders and not applied arbitrarily; (iii) any bidder shall be given adequate response time (four weeks) for preparation and submission of bids; (iv) bid evaluation and bidder qualification criteria shall clearly be specified in bidding documents and not applied arbitrarily; (v) eligible firms shall not be precluded from participation; (vi) no preference margin shall be granted to domestic suppliers; (vii) the award shall be made to the lowest evaluated bidder in accordance with pre-determined and transparent methods; (viii) bid evaluation reports shall clearly state the reasons for rejection of any non-responsive bid; and (ix) prior to issuing the first call for bids, draft standard bidding documents shall have been prepared and submitted to the Association, and found acceptable. 2. National Shopping Goods estimated to cost less than $30,000 equivalent per contract, up to an aggregate amount not to exceed $200,000 equivalent, may be procured under contracts awarded on the basis of national shopping procedures in accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines. 3. Community Participation Goods and works required for Parts A through C of the Project shall be procured in accordance with procedures acceptable to the Association, and specified in the Implementation Manual. 4. Procurement of Small Works Works estimated to cost less than $20,000 equivalent per contract, up to an aggregate amount not to exceed $150,000 equivalent, may be procured under lump-sum, fixed-price contracts awarded on the basis of quotations obtained from three (3) qualified domestic contractors in response to a written invitation. The invitation shall include a detailed description of the works, including basic specifications, the required completion date, a basic form of agreement acceptable to the Association, and relevant drawings, where applicable. The award shall be made to the contractor who offers the lowest price quotation for the required work, and who has the experience and resources to complete the contract successfully. 5. Procurement from UN Agencies Vehicles may be procured through Inter-Agency Procurement Services Office (IAPSO), in accordance with the provisions of paragraph 3.9 of the Guidelines. Part D: Review by the Association of Procurement Decisions 1. Procurement Planning Prior to the issuance of any invitations to bid for contracts, the proposed procurement plan for the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of all goods and works shall be undertaken in accordance with such procurement plan as shall have been approved by the Association, and with the provisions of said paragraph 1. 2. Prior Review With respect to each contract for goods estimated to cost the equivalent of $50,000 or more, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the Guidelines shall apply. Page 16 3. Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply. Section II. Employment of Consultants Part A: General 1. Consultants’ services shall be procured in accordance with: (a) the provisions of the Introduction and Section IV of the "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Association in January 1997 and revised in September 1997 and January 1999, subject to the modifications thereto set forth in paragraph 2 of this Part A (the Consultant Guidelines), and (b) the provisions of the following Parts of this Section II. 2. In paragraph 1.10 of the Consultant Guidelines, the references to "Bank member countries" and "member country" shall be deemed to be references, respectively, to "Participating Countries" and "Participating Country". Part B: Quality- and Cost-based Selection 1. Except as otherwise provided in Part C of this Section, consultants’ services shall be procured under contracts awarded in accordance with the provisions of Section II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection of consultants. 2. The following provisions shall apply to consultants’ services to be procured under contracts awarded in accordance with the provisions of the preceding paragraph. The short list of consultants for services under Parts B through D of the Project, estimated to cost less than $50,000 equivalent per contract, may comprise entirely national consultants in accordance with the provisions of paragraph 2.7 of the Consultant Guidelines. Part C: Other Procedures for the Selection of Consultants 1. Quality-based Selection Services for technical units attached to PPIUs and competitive grant programs under Part B.3 (a) of the Project shall be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 through 3.4 of the Consultant Guidelines. 2. Least-cost Selection Services for financial audits estimated to cost less than $50,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 and 3.6 of the Consultant Guidelines. 3. Single Source Selection Services for sponsored research programs under Part B.3 (b) of the Project may, with the Association's prior agreement, be procured in accordance with the provisions of paragraphs 3.8 through 3.11 of the Consultant Guidelines. 4. Selection Based on Consultants’ Qualifications Services for training estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 and 3.7 of the Consultant Guidelines. Page 17 5. Individual Consultants Services for tasks that meet the requirements set forth in paragraph 5.1 of the Consultant Guidelines, other than those specified or referred to in paragraphs 1 through 4 of this Part, shall be procured under contracts awarded to individual consultants in accordance with the provisions of paragraphs 5.1 through 5.3 of the Consultant Guidelines. Part D: Review by the Association of the Selection of Consultants 1. Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been approved by the Association, and with the provisions of said paragraph 1. 2. Prior Review (a) With respect to each contract for the employment of consulting firms estimated to cost the equivalent of $50,000 or more, the procedures set forth in paragraphs 1, 2 (other than the third subparagraph of paragraph 2 (a)) and 5 of Appendix 1 to the Consultant Guidelines shall apply. (b) With respect to each contract for the employment of consulting firms estimated to cost the equivalent of $30,000 or more, but less than the equivalent of $50,000, the procedures set forth in paragraphs 1, 2 (other than the second subparagraph of paragraph 2 (a)) and 5 of Appendix 1 to the Consultant Guidelines shall apply. (c) With respect to each contract for the employment of individual consultants estimated to cost the equivalent of $30,000 or more, and the higher level staff of NPIU and PPIUs, the qualifications, experience, terms of reference and terms of employment of the consultants shall be furnished to the Association for its prior review and approval. The contract shall be awarded only after the said approval shall have been given. 3. Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Consultant Guidelines shall apply. SCHEDULE 4 Implementation Program 1. The Borrower shall establish and maintain, at the central level: (a) a Project Steering Committee (PSC) whose mandate, terms of reference and composition shall be acceptable to the Association, to monitor the progress of the Project, ensure its consistency with PADR and take corrective actions as needed, review and approve the consolidated work program and budget, and exercise oversight responsibilities and provide guidance; and (b) a National Project Implementation Unit (NPIU) whose mandate, terms of reference and composition shall be acceptable to the Association, to be responsible, subject to the general guidance and oversight functions of PSC, for overall coordination of the Project, including coordination of the preparation and implementation of the Project, consolidation of the annual work programs and budgets, preparation and production of the annual progress reports and financial statements, and establishment of a decentralized monitoring and evaluation systems of the various Page 18 activities supported under the Project. 2. The Borrower shall take steps to ensure that: (a) a GTDR shall be established and maintained in each Region, on the basis of a mandate, terms of reference and composition acceptable to the Association, to be responsible for management of the PADR process in the Region; and (b) a Provincial Project Implementation Unit (PPIU) shall be established and maintained in each Province, on the basis of a mandate, terms of reference and composition acceptable to the Association, to be responsible for accounting, financial reporting, procurement and disbursement functions, as well as the management, implementation and monitoring of Subprojects, in the Province. 3. The Borrower shall take steps to ensure that: (a) NPIU shall be headed by a national project director, who shall be assisted by an administrative and financial management specialist, an accountant, a rural development specialist, a procurement officer, a monitoring and evaluation officer, and other suitably qualified and experienced staff in adequate numbers; (b) each PPIU shall be headed by a provincial director, who shall be assisted by an accountant, a rural development specialist, a procurement officer, a monitoring and evaluation officer, an agronomist, a producer organization and capacity building specialist, and other suitably qualified and experienced staff in adequate numbers; and (c) the positions of national project coordinator, provincial director, administrative and financial management specialist, accountant, rural development specialist, procurement officer, monitoring and evaluation officer, agronomist, and producer organization and capacity building specialist, which are referred to in this paragraph, shall be kept filled at all times by persons having qualifications and experience acceptable to the Association. 4. The Borrower shall: (a) prepare and transmit to the Association for comments, and thereafter adopt in form and substance acceptable to the Association, an Implementation Manual, giving details of all procedural arrangements as shall have been agreed with the Association for the implementation, monitoring and supervision of the Project, including procurement and disbursement arrangements; environmental assessment methodology; performance indicators; monitoring and evaluation guidelines; procedures for identification, appraisal, supervision, and monitoring and evaluation, of Subprojects and competitive grant programs under Part B.3 (a) of the Project, as well as procedures for the implementation of the pilot program under paragraph 9 of this Schedule; criteria for the selection of Beneficiaries, review and approval of Subprojects, and approval of Grants, applicable procurement, disbursement and other implementation guidelines; and model forms of Grant Agreements; and (b) carry out the Project in accordance with procedures set out in the Administrative, Accounting and Financial Manual, and Implementation Manual, and, except as the Association shall otherwise agree, shall not amend or waive any provision thereof, if such amendment or waiver may, in the opinion of the Association, materially or adversely affect the implementation of the Project. 5. For purposes of the Project, the Borrower shall, not later than six months after the Effective Date, conclude a contract with a suitably qualified and experienced consulting firm for: (a) design and implementation of a computerized monitoring and evaluation, and accounting and financial management systems, based on internationally acceptable accounting principles acceptable to the Association; and (b) preparation of a training program and initial training of the staff of the Project on the efficient operation of the computerized system. 6. The Borrower shall submit to the Association, for its review or approval, as the Page 19 case may be: (a) not later than October 31 of each year, beginning October 31, 2001, a proposed annual work program and budget for the forthcoming fiscal year; (b) six-monthly and annual progress reports on the status of the Project, to be submitted not later than two months after the end of the reporting period, beginning with a report for the reporting period ending December 31, 2001; (c) reports as needed on the award of individual contracts under the Project; and (d) quarterly procurement reports giving details of: (i) cost estimates and updated revised cost estimates, if any, for individual contracts and for the Project; (ii) planned and revised timing, if any, of procurement actions, including advertising, bidding, contract award and completion time for individual contracts; and (iii) status of compliance with aggregate limits on prescribed procurement procedures, and with the Implementation Manual. 7. (a) The Borrower shall, not later than December 31 of each year, undertake, in conjunction with the Association and other interested parties, an annual review of the Project or, in the case of the review to be undertaken not later than December 31, 2003, a midterm review, during which they shall exchange views generally on all matters relating to the progress of the Project and the Program, and the performance by the Borrower of its obligations under the Development Credit Agreement, including the progress achieved by the Borrower under the Project and the Program, having regard to the monitoring indicators agreed upon between the Borrower and the Association. (b) Not later than one month prior to the review, the Borrower shall furnish to the Association, for its comments, a report, in such detail as the Association shall reasonably request, on the progress and status of the Project and the Program, and giving details, in particular, of the various matters to be discussed at such review. (c) Following the review, the Borrower undertakes to act promptly and diligently in order to take any corrective action deemed necessary to remedy any shortcoming noted in the implementation of the Project and the Program, or to implement such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project. 8. Further to Section 3.01 (c) of the Development Credit Agreement, the proceeds of the Credit allocated to Category (1) of the table in Part A.1 of Schedule 1 to the Development Credit Agreement shall be subject to the following additional terms and conditions: (a) the amounts so allocated shall be used exclusively to provide Grants to finance Subprojects or other Eligible Activities, in accordance with criteria, and terms and conditions, set forth in the Implementation Manual; (b) no Grant shall be granted to finance a Subproject unless the Subproject is sustainable and of benefit to the poor, consistent with the Implementation Manual, and likely to stimulate agricultural growth; (c) every Subproject proposal shall be classified according to environmental impact category, and subjected as necessary to environmental impact analysis, to ensure that: (i) it is fully consistent with environmental appraisal criteria set out in the Implementation Manual; and (ii) where appropriate, mitigation measures designed to minimize adverse effects of the proposed Subproject are identified and incorporated Page 20 in the Subproject design; (d) Grants shall be provided for the benefit of eligible Beneficiaries, and according to a cost-sharing formula, which shall be acceptable to the Association and specified in the Implementation Manual; provided, however, that: (i) the proceeds of a Grant shall not be used to finance taxes or duties levied on or in respect of eligible expenditures relating to a Subproject or other Eligible Activity, or any part thereof; (ii) except as the Association shall otherwise agree, the amount of each Grant shall be: (A) in the case of a Subproject undertaken on a pilot basis pursuant to paragraph 9 of this Schedule, not more than $7,500 equivalent; (B) in the case of a Subproject other than a Subproject undertaken on a pilot basis pursuant to paragraph 9 of this Schedule, not more than $100,000 equivalent; and (C) in the case of any Eligible Activity under Part B.3 (a) of the Project, not less than $5,000 and not more than $50,000; and (iii) except as the Association shall otherwise agree, the Beneficiary’s contribution to the cost of any Subproject, measured both in cash and/or in kind, shall be not less than 15 percent of the total cost of the Subproject; (e) the first Subproject to be financed out of the proceeds of the Credit in each Province under each of Part A.1, A.2 and A.3 of the Project, as well as the first Eligible Activity to be financed thereunder in each Province under Part B.3 (a) of the Project, shall be subject to the prior review and approval of the Association; (f) goods, works and services required for the purposes of financing Subprojects and other Eligible Activities shall be procured in accordance with procedures referred to in Schedule 3 to this Agreement, and set forth in the Implementation Manual; and (g) for purposes of each Grant, an agreement (hereinafter referred to as Grant Agreement) shall be concluded with the Beneficiary in the form of the model provided in the Implementation Manual, setting forth the respective obligations of the parties thereunder, including details of disbursement schedules and procurement procedures, the amount of the Beneficiary’s contribution to the cost of the Subproject, and the additional terms and conditions specified in Schedule 5 to this Agreement. 9. For purposes of agricultural production and off-farm activities under Parts A.2 and A.3 of the Project, respectively, the Borrower shall: (a) for a period not exceeding 18 months after the Effective Date, implement such activities on a pilot basis and in selected geographical areas, and in accordance with criteria and implementation guidelines specified in the Implementation Manual (hereinafter referred to as "pilot program"); (b) not later than 2 months prior to the end of the pilot program, carry out a review of the pilot program, and communicate the findings thereof to the Association, along with recommendations as appropriate in view of the pursuit or otherwise of such activities after the end of the pilot program; and (c) proceed thereafter to pursue such activities or take other action as appropriate, taking into account the results of the review referred to in subparagraph Page 21 (b) above and such comments as shall have been made thereon by the Association. 10. The Borrower shall undertake a study in view of the institutional strengthening of GTDRs, communicate the conclusions and recommendations thereof to the Association, not later than December 31, 2001, and proceed thereafter to implement such recommendations, taking into account such comments as shall have been made thereon by the Association. SCHEDULE 5 Additional Terms and Conditions of Grant Agreements Each Grant Agreement shall include the following terms and conditions satisfactory to the Association: 1. The Beneficiary shall be required to carry out and operate the Subproject or other Eligible Activity with due diligence and efficiency, and in accordance with sound technical, administrative and financial practices, and with due regard to appropriate environmental and ecological considerations. 2. The Beneficiary shall have the obligation to ensure at all times that: (a) goods, works and consultants' services to be financed out of the proceeds of the Credit shall be procured in accordance with the provisions of Schedule 3 to this Agreement; (b) such goods, works and consultants' services shall be used exclusively for implementing the Subproject or other Eligible Activity, and achieving the objectives of the Project; and (c) upon completion of the Subproject or other Eligible Activity, such Subproject or other Eligible Activity shall be operated and maintained in accordance with the operation and maintenance plan agreed upon with the Beneficiary. 3. The Borrower shall have the right to inspect, by itself or jointly with representatives of the Association, if the Association shall so request, the goods, works and services included in the Subproject or other Eligible Activity, the operation thereof and any relevant records and documents, and obtain any report in connection therewith, of such scope and in such detail as the Association shall reasonably request. 4. The Beneficiary shall take out and maintain with responsible insurers, or make other satisfactory provision for, insurance against such risks and in such amounts as shall be consistent with appropriate business and/or agricultural practices. 5. The Borrower shall have the right to obtain all such information as the Borrower and Association shall reasonably request relating to the administration, operations and financial condition of each Beneficiary, and the benefits derived from the Subproject or other Eligible Activity. 6. The right of any Beneficiary to the use of the proceeds of the Credit, or any part thereof, shall be promptly suspended upon failure by such Beneficiary to perform any of its respective obligations under the Grant Agreement.