GRANT NUMBER E460-MM Financing Agreement (Myanmar Health Assistance and Nutrition Support (HANS) Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and UNITED NATIONS CHILDREN’S FUND (for the benefit of the Republic of the Union of Myanmar) Official Use Only GRANT NUMBER E460-MM FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between the INTERNATIONAL DEVELOPMENT ASSOCIATION (“Association”) and the UNITED NATIONS CHILDREN’S FUND (for the benefit of the Republic of the Union of Myanmar) (“Recipient” or “UNICEF”). WHEREAS: (A) pursuant to the Basic Cooperation Agreement between UNICEF and the Government of the Republic of the Union of Myanmar (“Myanmar”) dated November 7, 2012, the Recipient and Myanmar agreed to cooperate in the program areas, consistent with the relevant resolutions, decisions, regulations and rules and policies of the competent organs of the United Nations, including the Executive Board of the Recipient; (B) the Recipient has requested the Association to finance the project described in Schedule 1 to this Agreement (“Project”) by way of a grant detailed in Article II of this Agreement; (C) by an agreement between the Association and the United Nations Office for Project Services (“UNOPS”), the Association will also make a grant available to UNOPS to assist in financing UNOPS’ respective parts of the Project to be implemented by UNOPS; and (D) the Association has agreed, on the basis, inter alia, of the foregoing, to extend to the Recipient a grant for the benefit of Myanmar, upon the terms and conditions set forth in this Agreement. NOW THEREFORE, the Recipient and the Association hereby agree as follows: ARTICLE I — GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. The Financial Management Framework Agreement (“FMFA”) (as defined in the Appendix to this Agreement) constitutes an integral part of this Agreement. Without limitation to the provisions of the FMFA, in respect to the Recipient, all and/or any references in the FMFA to the: Official Use Only -2- (a) “Letter Agreement(s)” shall be understood as references to this Agreement; (b) “Trust Fund Grant(s)” shall be understood as references to the Financing referred to in Section 2.01 of this Agreement; (c) “UN” and “UN Organization,” including a particular reference in Section 7 of the FMFA, shall be understood as reference to the “United Nations Children’s Fund”; (d) “UN Controller” shall be understood as reference to the “UNICEF Comptroller”; (e) “UN Financial Regulations” shall be understood as reference to the “UNICEF Financial Regulations and Rules”; and (f) “Parties” in Section 11 of the FMFA shall be understood as reference to the “Association” and the “United Nations Children’s Fund” or, alternatively, the “Association” on the one hand and the “United Nations Secretariat” and all “UN Organizations” (as that term is defined in the FMFA) on the other hand, if a satisfactory consolidated review mechanism is established. 1.03. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II — FINANCING 2.01. The Association agrees to extend to the Recipient a grant, which is deemed as Concessional Financing for purposes of the General Conditions, in an amount equivalent to Eighteen Million Four Hundred Thousand Special Drawing Rights (SDR 18,400,000) (“Financing”), to assist in financing the Project. 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. ARTICLE III — PROJECT 3.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall carry out Part 1 of the Project (its “Respective Parts of the -3- Project”) in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV — REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) if, by notice sent to the Recipient pursuant to sub-paragraph (iv) of paragraph 9 of the FMFA, the Association confirms that it reasonably believes the actions taken previously in accordance with said Section 9 have not been sufficient to fulfill its fiduciary obligation to ensure that the proceeds of the Financing were used for eligible expenditures; or (b) if, by notice sent to the Recipient pursuant to sub-paragraph (iii)(a) of paragraph 10 of the FMFA, the Association confirms that alternative financial management arrangements mutually acceptable to the Association and the Recipient were not reached within the period stipulated therein; or (c) if, the Association determines at any time that a reference in either paragraph 1 or paragraph 4 of Section II.B of Schedule 2 to this Agreement to the Recipient’s Financial Regulations and Rules is incomplete or inaccurate in any material respect; or (d) if, the Association for any reason revokes the application of the Alternative Procurement Arrangements set forth in Section III.1 of Schedule 2 to this Agreement. ARTICLE V — EFFECTIVENESS; TERMINATION 5.01. This Agreement shall become effective as of the Signature Date. 5.02. Without prejudice to Section 10.05(b) of the General Conditions, the Financing Agreement and all obligations of the parties under it shall forthwith terminate when all such obligations have been fully performed. ARTICLE VI — REPRESENTATIVE; ADDRESSES 6.01. The Recipient’s Representative is the UNICEF Representative for Myanmar. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient’s address is: -4- UNICEF Myanmar No. 23(A), Inya Myaing Road Shwe Taung Gyar Ward No.(2), Bahan Township Yangon, Myanmar (P.O. Box 1435) (Attention: The Country Representative) With a copy to: UNICEF, the United Nations Children’s Fund UNICEF House Three United Nations Plaza New York, New York 10017 (Attention: Director, Public Partnerships Division); and (b) the Recipient’s Electronic Address is: yangon@unicef.org 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association’s address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association’s Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-6391 -5- AGREED as of the Signature Date. INTERNATIONAL DEVELOPMENT ASSOCIATION By _____________________________________/s1/ Authorized Representative Melinda Good Name: ______________________________/n1/ Country Director Title: _______________________________/t1/ 06-Jun-2025 Date: _______________________________/d1/ UNITED NATIONS CHILDREN’S FUND By _____________________________________/s2/ Authorized Representative Marcoluigi Corsi Name: ______________________________/n2/ Representative Title: _______________________________ /t2/ 06-Jun-2025 Date: _______________________________/d2/ -6- SCHEDULE 1 Project Description The objective of the Project is to deliver essential health and nutrition services and assistance to the vulnerable population, with a focus on women and children in Myanmar. The Project consists of the following parts: Part 1: Health and Nutrition Services and Cash Transfers (implemented by UNICEF) Part 1.1: Delivery of Essential Health and Nutrition Services (a) Carrying out: (i) delivery of integrated packages of health and nutrition interventions for community-based preventative and treatment services of women and children at the primary and secondary healthcare level, including essential ante-natal care, delivery and neonatal services, maternal mortality prevention, child health and nutritional interventions; and (ii) general healthcare support, care for psychological trauma and first aid, and delivery of potable water for vulnerable population. (b) Providing post-exposure prophylaxis and dignity kits for gender-based- violence (GBV) survivors at health facilities; supporting training on GBV response; and strengthening GBV referral pathways. (c) Undertaking disaster and climate-responsive contingency planning to prepare and respond to climate events impacting health facilities and communities. Part 1.2: Maternal and Child Cash Transfer (MCCT) Provision of Maternal and Child Cash Transfers to Beneficiaries in Selected Areas and carrying out behavior change communication activities to increase the uptake of health and nutrition services and increase knowledge and practices related to child health and nutrition. Part 1.3: Third-Party Monitoring Provision of Third-Party Monitoring for the Recipient’s Respective Parts of the Project. -7- Part 2: Health and Nutrition Services (implemented by UNOPS) Part 2.1: Delivery of Essential Health and Nutrition Services (a) Carrying out: (i) delivery of health and nutrition interventions for preventative and treatment services of women and children at the primary and secondary healthcare level, including ante-natal care, safe delivery and neonatal services, maternal and child mortality prevention, maternal, neonatal and child health and nutritional interventions; and (ii) general healthcare support, care for psychological trauma and first aid, and delivery of potable water for vulnerable population. (b) Providing post-exposure prophylaxis and dignity kits for gender-based- violence (GBV) survivors at health facilities; supporting training on GBV response; and strengthening GBV referral pathways. (c) Undertaking disaster and climate-responsive contingency planning to prepare and respond to climate events impacting health facilities and communities. Part 2.2: Third-Party Monitoring Provision of third-party monitoring for its respective parts of the Project. -8- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. The Recipient shall carry out its Respective Parts of the Project with due diligence and efficiency in conformity with appropriate administrative, financial, technical, environmental and social standards and practices, and in accordance with this Agreement, the FMFA, the Environmental and Social Commitment Plan (“ESCP”), and the Project Operations Manual (“POM”). 2. In coordination with UNOPS, not later than thirty (30) days after the Signature Date, the Recipient shall establish and thereafter maintain throughout the implementation of the Project a coordination platform (the “Project Coordination Platform”) with a composition and terms of reference agreed by the Recipient, UNOPS and the Association, to, inter alia, provide overall guidance and coordination for the Project, identify and mitigate Project risks and review monitoring results, as further set out in the POM. The Project Coordination Platform shall be composed of representatives of the Recipient and UNOPS and any other members as further described in the POM. B. Project Operations Manual 1. Not later than thirty (30) days after the Signature Date, the Recipient shall prepare, and thereafter maintain, a Project Operations Manual for its Respective Parts of the Project, in form and substance acceptable to the Association (“Project Operations Manual” or “POM”), containing, inter alia: (a) a detailed description of activities under its Respective Parts of the Project and institutional arrangements for their implementation including through the Recipient’s Implementing Partners; (b) detailed procedures for Maternal and Child Cash Transfers under Part 1.2 of the Project, including, inter alia, eligibility criteria, payment methods, verification mechanisms, payment approval process, and related monitoring and reporting requirements; (c) procurement; (d) implementation of environmental and social instruments referred to in the ESCP; (e) financial management; (f) monitoring, evaluation, and reporting procedures for its Respective Parts of the Project; (g) the modalities for handling Personal Data (i.e., Personal Data collection and processing) in accordance with UNICEF policies and procedures; (h) a template Annual Work Plan and Budget; and (i) any such other arrangements and procedures as shall be required for the effective implementation of the Recipient’s Respective Parts of the Project. -9- 2. The Recipient shall adopt such POM as shall have been agreed with the Association and thereafter, carry out its Respective Parts of the Project in accordance with such POM. 3. The Recipient shall not assign, amend, abrogate, or waive, any provision of the POM, without prior written agreement of the Association. 4. Notwithstanding the foregoing, in the event of any inconsistency between the provisions of the POM, and those of this Agreement, the provisions of this Agreement shall prevail. C. Maternal and Child Cash Transfers under Part 1.2 of the Project 1. For the implementation of Part 1.2 of the Project, the Recipient shall provide Maternal and Child Cash Transfers to Beneficiaries in Selected Areas, in accordance with the eligibility criteria and procedures acceptable to the Association, specified in the POM. 2. Each Maternal and Child Cash Transfer shall be in an amount acceptable to the Association and calculated in accordance with the methodology set out in the POM. D. Annual Work Plan and Budget 1. The Recipient shall, not later than thirty (30) days after the Signature Date for the calendar year in which this Agreement shall become effective and not later than November 30 of each subsequent calendar year, or such later date as the Association may agree in writing, prepare and furnish to the Association for agreement, the annual work plan and budget containing the proposed activities to be carried out under its Respective Parts of the Project during the following calendar year, together with the financing plan for such activities and a timetable for their implementation. 2. The Recipient shall afford the Association a reasonable opportunity to exchange views with the Recipient on such proposed annual work plan and budget and thereafter ensure that the Project activities under the Recipient’s Respective Parts of the Project are implemented in accordance with such annual work plan and budget as shall have been agreed with the Association (“Annual Work Plan and Budget” or “AWPB”). 3. The Recipient shall ensure that its Respective Parts of the Project are implemented in accordance with the AWPB as it may be subsequently revised or updated with the prior written agreement of the Association (provided, however, that in the event of any conflict between the AWPB and the provisions of this Agreement, the provisions of this Agreement shall prevail). -10- E. Anti-Corruption 1. The Recipient shall carry out its Respective Parts of the Project subject to the provisions of the General Conditions and the following undertakings: (a) The Recipient shall take all the appropriate measures, in accordance with its accountability and oversight framework, to prevent corrupt, fraudulent, coercive or collusive practices in connection with the use of the Financing. (b) In the event that the Recipient or the Association becomes aware of information that indicates the need for further scrutiny of the implementation of the Project or any expenditures under the proceeds of the Financing (including non- frivolous allegations that corrupt, fraudulent, collusive or coercive practices were undertaken in relation to any activity under its Respective Parts of the Project), the Recipient or the Association, as the case may be, shall promptly bring such information to the attention of the appropriate official or officials of the other party, as designated from time to time by each party by written notice to the other party. (c) Without limitation to paragraph (b) above, the Recipient’s Office of Internal Audit and Investigations (OIAI) shall periodically submit to the World Bank Group’s Integrity Vice Presidency (INT) a statement confirming whether or not, during the reporting period, the Recipient has received any non-frivolous allegations referred to in paragraph (b) above, and a brief description of any such allegations received. Any information provided under this paragraph that is designated as such by the OIAI will be considered confidential and will only be disseminated within the organization on a strict “need to know” basis. Information that has previously been provided to the Association on an ad hoc basis under paragraph (b) will not be considered confidential unless it was designated as such at the time of initial disclosure, regardless of whether the same information is duplicated in whole or in part in any report to be generated under this paragraph. The Association reserves the right to use confidential information in furtherance of its own investigations under paragraph 4 of this Section I.E. but will notify the Recipient in advance and, upon request, will consult with the Recipient before doing so. (d) Following consultation between the Recipient and the Association, the Recipient will, to the extent the information relates to actions within the authority or accountability of the Recipient, take timely and appropriate action in accordance with its accountability and oversight framework, including applicable regulations, rules, and administrative instructions, to investigate this information. For greater clarity on this matter, the Recipient and the Association agree and acknowledge that the Recipient has no authority over, and -11- accordingly shall have no responsibility to investigate, any government official or officials or consultants of the Association. (e) To the extent such investigation confirms the allegations and to the extent that remedial action is within the authority of the Recipient, the Recipient will take timely and appropriate action in response to the findings of such investigation, in accordance with the Recipient’s accountability and oversight framework, including its regulations, rules, policies and procedures. (f) To the extent consistent with the Recipient’s accountability and oversight framework, including its regulations, rules, policies and procedures, it will keep the Association regularly informed by agreed means of actions taken pursuant to Section I.E.1(e) immediately above, and the results of the implementation of such actions, including where relevant, details of any recovery of funds or writing-off of losses. The Recipient will use its best efforts, consistent with its regulations, rules, policies and procedures, to recover any funds misused. The Recipient will, in consultation with the Association, credit any funds so recovered to the Association or agree with the Association to use these funds for a purpose mutually agreed upon. 2. In the event that the Association reasonably believes that timely and appropriate action has not been taken by the Recipient under Section I.E.1 above, the Association may request direct consultations at a senior level between the Association and the Recipient in order to obtain assurances that the Recipient’s oversight and accountability mechanisms have been and are being fully applied in connection with such allegations. The Recipient and the Association take note of the relevant provisions of the United Nations Financial Regulations and Rules and the Recipient’s corresponding relevant provisions in its Financial Regulations and Rules. 3. The Association may, following consultation with the Recipient, by notice to the Recipient, suspend the right of the Recipient to make further withdrawals of the proceeds of the Financing if the Association reasonably believes the actions taken by the Recipient under Section I.E.1 above have not been sufficient to fulfill its fiduciary obligation with respect to the Financing. 4. The Association has the right and authority, pursuant to the Anti-Corruption Guidelines, to investigate allegations or other information relating to possible corrupt, fraudulent, coercive, or collusive practices (as defined in Section I.E.7 below) by any third party, and to sanction any such third party which the Association has determined to have engaged in such practices; provided, however, that in this Section, “third party” does not include the Recipient. To the extent consistent with the Recipient’s oversight framework, including its regulations, rules, policies and procedures, and if requested by the Association, the Recipient shall cooperate with the Association in the conduct of such investigations. The specific terms of such cooperation shall be agreed-upon between the Association’s -12- and the Recipient's investigative offices on a case-by-case basis; shall give due consideration to the safety, security, and confidentiality of any involved individual(s); and may include, but not be limited to, providing evidence obtained during the Recipient’s own investigations conducted pursuant to paragraph 1(d) of this Section. 5. Without limitation to the provisions of paragraph E.1 of this Section, the Association retains the right to conduct an investigation in connection with the information referred to in paragraph E.1(b) of this Section and any information provided to the Recipient regarding allegations of corrupt, fraudulent, coercive, or collusive practice in connection with the bidding process, the award, or implementation of any contract to be or being financed out of the proceeds of the Financing, except that the Association may not investigate the Recipient or another United Nations agency. In all such investigations, the Recipient agrees to facilitate such investigations. 6. (a) The Recipient will require any third-party commercial entity with which it has a long-term arrangement or to which it intends to issue a purchase order or a contract financed with the proceeds of the Financing to disclose to the Recipient whether it is subject to any sanction or temporary suspension imposed by any organization within the World Bank Group. The Recipient will give due regard to such sanctions and temporary suspensions, as disclosed to it when issuing contracts during Project implementation. (b) If the Recipient intends to issue a contract in connection with the Project with a party that has disclosed to the Recipient that it is under sanction or temporary suspension by the World Bank Group, the following procedure will apply: (i) the Recipient will so inform the Association, before signing such contract; (ii) the Association then may request direct consultations at a senior level, if required, between the Association and the Recipient to discuss the Recipient’s decision; and (iii) if after such consultation, the Recipient elects to proceed with the issuance of the contract, the Association may inform the Recipient by notice, that the proceeds of the Financing may not be used to fund such contract. (c) Any portion of the proceeds of the Financing received by the Recipient under this Agreement that may have been used to fund a contract in respect of which the World Bank Group has exercised its right under paragraph 6(b)(iii) immediately above, shall be used to defray the amounts requested by the Recipient in any subsequent Withdrawal Application, if any, or will be treated as a balance in favor of the Recipient in the calculation of the final balances prior to the Closing Date. 7. For the purposes of the provisions of this Section I.E, the following definitions of sanctionable practices shall apply: -13- (a) “corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party; (b) “fraudulent practice” is any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation; (c) “collusive practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party; and (d) “coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party. F. Third-Party Monitoring 1. The Recipient shall no later than sixty (60) days after the Signature Date, hire and thereafter maintain throughout Project implementation, the Third-Party Monitoring Agent, with qualifications, experience and terms of reference satisfactory to the Association, to be financed out of the proceeds of the Financing, to carry out the Recipient’s Third-Party Monitoring of the implementation of the Recipient’s Respective Parts of the Project. 2. Names and summary of the qualifications of the recommended entity/entities for the contract of the Third-Party Monitoring Agent will be shared with the Association prior to contract award. The Association shall have seven (7) days after the receipt of the name and summary of the qualifications of the recommended entity/entities to raise any concerns with the Recipient regarding the recommended entity/entities. 3. The Recipient shall cause the Third-Party Monitoring Agent to prepare a quarterly monitoring report, each covering a period of the preceding three (3) months. The Recipient shall, after its review, and no later than twenty-one (21) days after the receipt of a monitoring report, make available such monitoring report to the Association. 4. In the event that the Association reasonably believes that the monitoring report submitted pursuant to paragraph 3 above do not contain sufficient details regarding the issues covered by the Third Party Monitoring Agent’s terms of reference, the Bank may request the Recipient to: (a) provide clarification(s) with regards to the Recipient’s Third Party Monitoring Agent’s report for matters within the scope of the terms of reference; (b) furnish any additional reports, plans or documents produced or relied upon by the Third-Party Monitoring Agent in accordance with -14- its terms of reference; and (c) afford a reasonable opportunity to the Association to request additional information from the Recipient for matters within the scope of the Third Party Monitoring Agent’s terms of reference. The Recipient shall provide any additional reports, plans, documents or information requested within a period of fourteen (14) days after receipt of the Association’s request and shall ensure that representatives of the Third-Party Monitoring Agent are available to discuss matters with the Recipient and the Association, if requested by the Association. G. Environmental and Social Standards 1. The Recipient shall ensure that its Respective Parts of the Project are carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. 2. Without limitation upon paragraph 1 above, the Recipient shall ensure that its Respective Parts of the Project are implemented in accordance with the Environmental and Social Commitment Plan (“ESCP”), in a manner acceptable to the Association. To this end, the Recipient shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds from the Financing are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. The Recipient shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such -15- reports in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Association is promptly notified of any incident or accident related to or having an impact on the Recipient’s Respective Parts of the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, including, sexual exploitation and abuse, and sexual harassment, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of the Recipient’s Respective Parts of the Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Association. 6. (a) Without limitation to the reporting requirements of this Section, the Association may request the Recipient to provide, in accordance with the ESCP: (i) reports from and/or contracts/agreements with Contractors and/or Implementing Partners relevant to the implementation of the Environmental and Social Standards for the Recipient’s Respective Parts of the Project; and (ii) assessments of the capacity of Implementing Partners to implement the Environmental and Social Standards for the Recipient’s Respective Parts of the Project and any capacity enhancement measures. (b) If the Association determines that the status of compliance with the ESCP and the environmental and social instruments referred to therein cannot be established based on the information provided, it may request direct consultations at a senior level between the Association and the Recipient to discuss the matter. -16- Section II. Project Monitoring, Reporting and Evaluation A. Project Reports 1. The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar quarter (i.e., three months), covering the calendar quarter. The Recipient shall ensure that each Project Report contains, inter alia, any update on the implementation of the activities under the Procurement Plan. 2. Except as may otherwise be explicitly required or permitted under this Agreement, or as may be explicitly requested by the Association, in sharing any information, report or document related to the activities described in Schedule 1 to this Agreement, the Recipient shall ensure that such information, report or document does not include Personal Data. B. Financial Management; Financial Reports; Audits 1. The Recipient shall maintain or cause to be maintained a financial management system, including records and accounts, adequate to reflect the transactions related to its Respective Parts of the Project, in accordance with the applicable policies, procedures, and guidance provided in the Financial Regulations and Rules. In accordance with Article 10 of the FMFA, the Recipient shall notify the Association of any changes to these Financial Regulations and Rules that occur after the signing of this Agreement within thirty (30) days of their effective date and shall make them available on the Recipient’s external website. 2. The Recipient shall maintain records (“Ledger Account”) and accounts that provide a complete, true, and faithful record of all the expenditures from the proceeds of the Financing and of all the expenditures paid from such proceeds and in a manner that allows for the clear and separate identification of activities financed by the Association. 3. The Recipient will prepare periodic financial statements in accordance with its Financial Regulations and Rules and accounting standards acceptable to the Association. The financial statements will be submitted to the Association in accordance with the provisions of Section II (Financial Reports and Audits) of the Disbursement and Financial Information Letter referred to in Section IV.A. of this Schedule. 4. The Recipient shall ensure that the audit of its Respective Parts of the Project is: (a) carried out exclusively by the UN Board of Auditors in accordance with Article XIV of the Financial Regulations and Rules; and (b) governed by the Financial Management Framework Agreement. In addition, if agreed by the Recipient and -17- the Association, the Recipient will carry out any additional due diligence activities as agreed by the Recipient and the Association in separate terms of reference. 5. The Recipient shall retain, and shall cause to be retained, until at least one (1) year after the Association has received the final interim unaudited financial report referred to in the Disbursement and Financial Information Letter referenced in Section IV.A of this Schedule, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing all expenditures in respect of which withdrawals of the proceeds of the Financing were made. Section III. Procurement 1. All goods, works, non-consulting services and consulting services required for the Recipient’s Respective Parts of the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the applicable procurement policies, procedures, regulations, and practices of the Recipient, as such procurement policies, procedures, regulations, and practices have been assessed and found to be acceptable by the Association, and the Procurement Plan. 2. Prior to any procurement and not later than thirty (30) days after the Signature Date, the Recipient shall prepare and furnish to the Association for review the Procurement Plan, prepared in accordance with terms of reference satisfactory to the Association, and thereafter, implement the Project in accordance with such Procurement Plan as shall have been agreed with the Association. If any update is necessary to the Procurement Plan, the Recipient and the Association shall agree on such an updated Procurement Plan. 3. If the Association determines that the procurement policies, procedures, regulations, or practices of the Recipient have been modified, suspended, or waived in such a manner that they are no longer acceptable to the Association, the Association may, in addition to the Association’s other rights under the Agreement, revoke the procurement provisions set out in paragraph 1 of this Section III. Section IV. Withdrawal of the Proceeds of the Financing A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: -18- Category Amount of the Percentage of Financing Expenditures to be Allocated Financed (expressed in (inclusive of Taxes) SDR) (1) Goods, works, non- 14,490,000 100% consulting services, consulting services, Maternal and Child Cash Transfers and Training under Part 1 of the Project (2) (a) Operating Costs 3,020,000 100% under Part 1 of the Project (b) Indirect Costs under Part 1 of the Project 890,000 TOTAL AMOUNT 18,400,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed SDR 3,680,000 may be made for payments made prior to this date but on or after January 1, 2025, for Eligible Expenditures; and (b) for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations. 2. Without prejudice to any other provision of this Agreement, the Recipient further undertakes: (a) that no Financing proceeds or resources may be channeled to or through the authorities of Myanmar without the Association’s express written approval; and -19- (b) no Financing proceeds or resources may be used for law-enforcement, security, military, or paramilitary purposes or for any payments made to any law-enforcement, security, military, or paramilitary forces without the Association’s express approval. 3. All withdrawals shall be made based on the interim unaudited financial reports referred to in Section II.B.3 of this Schedule and under such other terms and conditions as the Association shall specify by notice to the Recipient contained in the Disbursement and Financial Information Letter addressed or to be addressed by the Association to the Recipient for purposes of the Financing. 4. Without prejudice to the provisions of Section 8.07 of the General Conditions, in the event that the Association requests a refund of any portion of the proceeds of the Financing that has been used in a manner inconsistent with the provisions of this Agreement, the Association and the Recipient will adopt the procedures set forth in paragraph 9 of the FMFA. 5. It is understood that the Recipient shall not be responsible for and shall have no obligation to initiate or continue implementation of activities under its Respective Parts of the Project unless the proceeds of the Financing allocated to such activities have been made available to the Recipient. 6. The Closing Date is December 31, 2027. Section V. Other Undertakings A. Personal Data-Related Undertakings 1. In implementing its Respective Parts of the Project, the Recipient shall in accordance with its mandate, policies, and governing instruments: (a) Process Personal Data in a fair and legitimate manner, in accordance with an appropriate legitimate basis including but not limited to one or more of the following bases: (i) the consent of the individual affected; (ii) the vital interest or best interest, as the case may be, of the individual affected; or (iii) the need to perform a legal agreement. (b) Also ensure that Personal Data: (i) is Processed only for purposes specified in its Respective Parts of the Project, or other legitimate purposes according to its mandate. Personal Data shall not be Processed in ways that are incompatible with such purposes; -20- (ii) when Processed, is confined to that which is relevant, limited and adequate to what is necessary in relation to the purposes specified above for Personal Data Processing; (iii) is only retained for the time that is necessary to achieve the purposes specified above; (iv) is accurate and, where necessary, up to date to fulfill the specified purposes; and (v) is Processed with due regard to confidentiality. (c) Adopt appropriate organizational, administrative, physical and technical safeguards and procedures in order to protect the security of Personal Data, including against or from misuse, unauthorized or accidental access, damage, loss or other risks presented by data Processing. (d) Process Personal Data with transparency to individuals, as appropriate and whenever possible, including, for example, provision of information about the Processing of their Personal Data as well as information on how to request access, verification, rectification, and/or deletion of that Personal Data. 2. The Recipient may only transfer Personal Data to a third party if, under the circumstances: (a) there is a legitimate basis for such transfer; and (b) the Recipient is satisfied that such third party affords protection for the Personal Data on terms no less favorable than provided under this Section V.A of Schedule 2 to this Agreement. 3. The Recipient shall establish policies and mechanisms in place to adhere to the foregoing. -21- APPENDIX Section I. Definitions 1. “Alternative Procurement Arrangements” means the procurement arrangements set forth in Section III of Schedule 2 to this Agreement, as permitted by the Association’s “Procurement Regulations for IPF Borrowers”, dated November 2020 and revised as of September 1, 2023. 2. “Annual Work Plan and Budget” and “AWPB” each means each annual work plan, together with the related budget, for the Project approved by the Association pursuant to the provisions of Section I.D of Schedule 2 to this Agreement. 3. “Anti-Corruption Guidelines” means, for purposes of paragraph 5 of the Appendix to the General Conditions, the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006, and revised in January 2011 and as of July 1, 2016. 4. “Beneficiary” means an individual receiving services under Part 1 who is eligible to receive Maternal and Child Cash Transfers in accordance with the eligibility criteria and procedures set forth in the Project Operations Manual. 5. “Category” means a category set forth in the table in Section IV.A of Schedule 2 to this Agreement. 6. “Contractor” means a legal entity, or an individual other than Staff/Non-Staff Personnel, with which the Recipient has concluded a Project-related institutional contract. 7. “Environmental and Social Commitment Plan” or “ESCP” means the environmental and social commitment plan for the Project, dated April 1, 2025 as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of its Respective Parts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 8. “Environmental and Social Standards” or “ESSs” means, collectively: (i) “Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts”; (ii) “Environmental and Social Standard 2: Labor and Working Conditions”; (iii) “Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management”; (iv) -22- “Environmental and Social Standard 4: Community Health and Safety”; (v) “Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement”; (vi) “Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources”; (vii) “Environmental and Social Standard 7: Indigenous Peoples/Sub- Saharan African Historically Underserved Traditional Local Communities”; (viii) “Environmental and Social Standard 8: Cultural Heritage”; (ix) “Environmental and Social Standard 9: Financial Intermediaries”; and (x) “Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure”; effective on October 1, 2018, as published by the Association. 9. “Financial Management Framework Agreement” or “FMFA” means the Financial Management Framework Agreement between the World Bank and the United Nations, to which UNICEF is a co-signatory pursuant to the letter it signed on November 4, 2016. For purposes of the FMFA, the “World Bank” means the Bank and the International Bank for Reconstruction and Development. 10. “Financial Regulations and Rules” means Recipient’s financial management regulations and rules entitled as “the United Nations Children’s Fund Financial Regulations and Rules E/ICEF/2011/AB/L.8”. 11. “Financial Service Provider(s)” means a firm or other entity which will enter into a contract with the Recipient to facilitate the payment of Maternal and Child Cash Transfers under Part 1.2 of the Project, as further detailed in the POM. 12. “General Conditions” means the “International Development Association General Conditions for IDA Financing, Investment Project Financing”, dated December 14, 2018 (Last revised on July 15, 2023), with the modifications set forth in Section II of this Appendix. 13. “Indirect Costs” means the indirect costs incurred by the Recipient as a function and in support of its Respective Parts of the Project, which cannot be traced unequivocally to the deliverables and technical output of its Respective Parts of the Project, and which is up to five percent (5%) of the total Financing received by the Recipient. 14. “Maternal and Child Cash Transfer” means the cash transfers to be provided under Part 1.2 of the Project in accordance with the eligibility criteria and procedures set out in the POM. 15. “Non-Staff Personnel” means an individual, other than Staff, in a contractual relationship with, and under the direct administrative authority of the Recipient, other than through a letter of appointment under the Staff Rules and Regulations, including Consultants (who have the status of “experts on mission” under the General Convention), interns, UN volunteers and standby arrangements. -23- 16. “Operating Costs” means the reasonable incremental costs incurred on account of the implementation, management and monitoring of the Recipient’s Respective Parts of the Project, including but not limited to office supplies, office space rental, equipment maintenance and repair, vehicle operation and maintenance, utilities, communication charges, mass media and printing services, translation, and interpretation charges, bank charges, charges for transporting cash into the country, travel and lodging allowances, per diems, incremental salaries of contracted employees, but excluding salaries and allowances of the Member Country’s civil service. 17. “Personal Data” means any information relating to an identified or identifiable individual. An identifiable individual is a natural person who can be identified by reasonable means, directly or indirectly, by reference to an attribute or combination of attributes within the data, or combination of the data with other information. Attributes that can be used to identify an identifiable individual include, but are not limited to, name, identification number, location data, online identifier, or metadata; factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of an individual; or assessments of the status and/or specific needs, such as in the context of assistance programs. 18. “Process” or “processing” means any operation or set of operations performed on Personal Data, whether by automated means or manually, such as collecting, recording, structuring, consulting, retrieving, using, transferring, disclosing, sharing or otherwise making available, or deleting. 19. “Project Coordination Platform” means the platform to be established and thereafter maintained by the Recipient and UNOPS in accordance with Section I.A.2 of Schedule 2 to this Agreement and as further detailed in the POM. 20. “Project Operations Manual” and “POM” each means the manual to be prepared and adopted in accordance with the provisions of Section I.B of Schedule 2 to this Agreement, as such manual may be amended from time to time with the prior written agreement of the Association. 21. “Recipient's Implementing Partner(s)” or “Implementing Partner(s)” means a legal entity, other than a government entity, with which the Recipient has concluded a partnership agreement related to Project implementation. 22. “Recipient's Third-Party Monitoring” means monitoring and evaluation of the Recipient’s Respective Parts of the Project, to be carried out by the Recipient’s Third-Party Monitoring Agent. 23. “Recipient’s Third-Party Monitoring Agent” means a firm or organization, with internationally recognized expertise in monitoring and evaluation of development -24- projects, to be engaged by the Recipient for carrying out Recipient’s Third-Party Monitoring in accordance with Section I.F of Schedule 2 to this Agreement. 24. “Selected Areas” means areas in townships as may be specified in the Project Operations Manual and in agreement with the Association. 25. “Signature Date” means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to “the date of the Financing Agreement” in the General Conditions. 26. “Staff” means an individual who holds a letter of appointment with the Recipient or is on loan to the Recipient by another UN organization or specialized agency under the terms of the Inter-organization Agreement Concerning Transfer, Secondment or Loan of Staff among the Organizations Applying the United Nations Common System of Salaries and Allowances, it being understood that Staff have the status of “officials” under the General Convention. 27. “Third Party” means contractors, vendors of goods and services (including cloud service providers), other UN system agencies, implementing partners and collaborating institutions. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. Section 2.06 (Financing Taxes) is modified as follows: “The use of any proceeds of the Financing to pay for Taxes levied by, or in the territory of, the Member Country on or in respect of Eligible Expenditures, or on their importation, manufacture, procurement or supply, if permitted pursuant to the Legal Agreements, is subject to the Association’s policy of requiring economy and efficiency in the use of the proceeds of its credits and grants. To that end, if the Association at any time determines that the amount of any such Tax is excessive, or that such Tax is discriminatory or otherwise unreasonable, the Association may, by notice to the Recipient, adjust the percentage of such Eligible Expenditures to be financed out of the proceeds of the Financing.” 2. The following sections in Article III are deleted in their entirety: Sections 3.02 (Commitment Charge), 3.14 (Place of Payment), 3.15 (Currency of Payment), 3.16 (Amount of Repayment), 3.18 (Manner of Payment), and 3.19 (Temporary Currency Substitution), and the remaining sections are renumbered accordingly. 3. Section 5.07 (Plans; Documents; Records), Section 5.09 (Financial Management; Financial Statements; Audits), Section 5.13 (Procurement) and Section 5.14 (Anti- -25- Corruption) are, respectively, deleted in their entirety, and the remaining sections in Article V are renumbered accordingly. 4. In Section 5.11 (renumbered as Section 5.09) (Visits), paragraphs (a) and (b) are, respectively, modified to reads as follows: “(a) The Recipient shall take all action necessary or useful to facilitate that the Member Country affords all reasonable opportunity for representatives of the Association to visit any part of their territories for purposes related to the Financing or the Project.” “(b) The Recipient shall enable the Association’s representatives: (i) to visit any facilities and construction sites included in the Project; and (ii) to examine the goods financed out of the proceeds of the Financing for the Project, and any plants, installations, sites, works, buildings, property, equipment, relevant to performance of its obligations under the Legal Agreement.” 5. Section 6.01 (Financial and Economic Data) is deleted in its entirety. 6. Section 8.02(a) (Payment Failure) is modified as follows: Paragraph (a) on Payment Failure is replaced with the following: (a) “Payment Failure. The Member Country has failed to make payment (notwithstanding the fact that such payment may have been made by a third party) of principal, service charges, interest charges, or any other amount due to the Association or the International Bank for Reconstruction and Development (“Bank”): (i) under any agreement between the Member Country and the Association or the Bank; or (ii) in consequence of any guarantee extended or other financial obligation of any kind assumed by the Association or the Bank to any third party with the agreement of the Member Country.” 7. Sections 9.01 (Enforceability) is modified as follows: “The rights and obligations of the Recipient and the Association under the Legal Agreements shall be valid and enforceable in accordance with their terms notwithstanding the law of any state or political subdivision thereof to the contrary. Neither the Recipient nor the Association shall be entitled in any proceeding under this Article to assert any claim that any provision of the Legal Agreements is invalid or unenforceable because of any provision of the Articles of Agreement of the Association, or the constitutive documents of the Recipient.” -26- 8. Section 9.03 (Arbitration) under Article IX is deleted and replaced with the provisions of Section 21 of the FMFA. 9. Paragraphs 5 (“Anti-Corruption Guidelines”), 7 (“Arbitral Tribunal”), 17 (“Commitment Charge”), 54 (“Financial Statements”), 76 (“Maximum Commitment Charge Rate”), 85 (“Procurement Regulations”) and 109 (“Umpire”) of the Appendix (Definitions) are, respectively, deleted in their entirety and the remaining paragraphs in the Definitions are renumbered accordingly. 10. Paragraph 77 (now renumbered) in the Appendix (Definitions) is modified as follows: ““Member Country” means the member of the Association in whose territory the Project is carried out or any such member’s political or administrative subdivisions.”