Common use of Execution of the Project Clause in Contracts

Execution of the Project. (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 Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, : (i) shall cause EEAA to carry out Parts Part A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering environmental and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project.said Part; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit this Agreement, the Borrower shall cause GRC NBE to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC NBE therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC NBE to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall cause EEAA to: (i) coordinate the overall implementation of the Project; and (ii) carry out Parts Part A through D of the Project in accordance with the Implementation implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out of re-lend the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC NBE under a subsidiary loan agreement to be entered into between the Borrower and GRCNBE, under terms and conditions satisfactory to the Bank, including, inter alia: (i) payment of interest, charges and premium; and repayment of such amount in accordance with Article II of this Agreement; (ii) payment of any other charges which shall have been approved may be required by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, Borrower; and the (iii) foreign exchange risk to be borne by GRCNBE. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works and consultants’ services goods required for the Project Sub-projects and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall cause EEAA to: (a) prepare, on the basis of guidelines acceptable to the Bank, and furnish to the Bank 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 Bank, a plan for the continued achievement of the objectives of the Project; and (b) afford the Bank a reasonable opportunity to exchange views with the Borrower, EEAA and NBE on said plan. Section 3.04. The Borrower and the Association Bank hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC NBE pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A through B, C and D of the Project with due diligence and efficiency efficiency, and in conformity with appropriate administrative, financial, engineering financial and transporta- tion environmental practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC JIRAMA to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC JIRAMA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through B, C and D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out the portion of the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated to GRC Part A of the Project to JIRAMA under a subsidiary loan agreement to be entered into between the Borrower and GRCJIRAMA, under terms and conditions which shall have been approved by the Association Association, which shall include include: (i) an adjustable interest at rate equal to the rate London Interbank Rate (LIBOR) plus nine-tenths of 8% one percentage point per annum, (ii) a repayment period of over 20 twenty five years, including seven years a grace period of gracefive years, and (iii) a requirement that the foreign exchange risk to involved in the transaction shall be borne by GRC▇▇▇▇▇▇. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for Parts B, C and D of 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower SOLIMA declares its commitment to the objectives of the Project as set forth in Schedule 2 to this the Development Credit Agreement and, to this end, shall carry out Parts A through C, D and E of the Project with due diligence and efficiency and efficiency, in conformity with appropriate appro- priate administrative, financial, financial and engineering practices and transporta- tion practiceswith due regard to ecological and environmental factors, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for Parts C, D and E of the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower Association and the Association SOLIMA shall otherwise agree, the Borrower SOLIMA shall carry out Parts A through C, D and E of the Project in accordance with the Implementation Program set forth in Schedule 4 2 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.022.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for Parts C, D and E of the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this the Development Credit Agreement. Section 3.032.03. The Borrower and the Association hereby agree that SOLIMA shall carry out the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part the Project Agreement and Parts C, D and E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project AgreementProject. Section 3.042.04. The Borrower shall:SOLIMA shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Association shall otherwise agree and except as provided under Section 3.01 (c) (ii) of the Development Credit Agreement, SOLIMA shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Loan Agreement or any provision thereof. Section 2.05. (a) maintain SOLIMA shall, at the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds request of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the AssociationAsso- ciation, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews with regard to the progress of Parts C, D and E of the Project, the performance of its three-year public investment program obligations under this Agreement and annual public expenditure programs in under the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent Subsidiary Loan Agreement, and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable other matters relating to the Associationpurposes of the Credit.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through D A, B, E and F of the Project through MOE with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall shall: (A) cause GRC KPLC to perform carry out Part C of the Project; (B) cause KPC to carry out Part D of the Project; (C) cause KPLC and KPC to perform, in accordance with the provi- sions provisions of the KPLC Project Agreement and the KPC Project Agreement, respectively, all the obligations of GRC KPLC and KPC therein set forth, shall ; (D) take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC KPLC and KPC to perform such respective obligations, ; and (E) shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D of out, and shall cause the Project to be carried out, in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated from time to GRC time to Categories (1) (a), (3) (b), (5) (b) and (6) (b) of the table in paragraph 1 of Schedule 1 to this Agreement to KPLC under a subsidiary loan agreement to be entered into between the Borrower and GRCKPLC, under terms and conditions which shall have been approved by the Association Association, which shall include include, inter alia: (i) an interest at the rate of 8at least 7.7% per annum, repayment (ii) the principal amount of over the KPLC Subsidiary Loan to be repaid in 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the grace period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksfive years, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) Section 3.01. The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall shall: (a) cause GRC RNCMNR, CFR and Metrorex to perform in accordance with the provi- sions provisions of the RNCMNR Project Agreement, the CFR Project Agreement, and the Metrorex Project Agreement all the obligations of GRC RNCMNR, CFR and Metrorex therein set forth, shall ; and (b) take and or cause to be taken all actionrelevant actions, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC NCMNR, CFR and Metrorex, and to perform such obligationstheir obligations under the RNCNMR Project Agreement, the CFR Project Agreement, and shall the Metrorex Project Agreement, and not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Section 3.02. Without limitation upon the provisions of paragraph Section 3.01 of this Agreement, the Borrower shall: (a) for the purposes of this Section and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts Part A through D of the Project in accordance with Project, relend to RNCMNR the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out portion of the proceeds of the Credit an Loan allocated from time to time to Categories (1), (2)(a), (3)(a), and (4)(a) of the table set forth in paragraph 1 of Schedule 1 of this Agreement, in the amount not exceeding SDR 10,100,000 of up to GRC $149,000,000 equivalent (the RNCMNR Subsidiary Loan) under a subsidiary loan agreement to be entered into between the Borrower Borrower, MTCT, and GRCRNCMNR (the RNCMNR Subsidiary Loan Agreement), under terms and conditions which shall have been approved by the Association Bank which shall include interest at the rate following principal terms: (i) the principal amount of 8% per annumthe RNCMNR Subsidiary Loan shall be repaid in Lei in amounts equivalent (determined as of the date or respective dates of repayment, repayment according to Schedule 3 to this Agreement) to the amounts withdrawn from the Loan Account or paid out of the Special Account for Part A of the Project on account of goods and services for Part A of the Project, and financed out of the proceeds of the Loan; (ii) the principal amount of the RNCMNR Subsidiary Loan shall be repaid over 20 a period of no more than seventeen (17) years, including seven years a grace period of graceno more than five (5) years; and (iii) RNCMNR shall pay interest and other charges on the principal amount of the Subsidiary Loan at a rate equal to the rate applicable to the Loan pursuant to Section 2.06 of this Agreement; (b) for the purposes of Part B of the Project, relend to CFR the portion of the proceeds of the Loan allocated from time to time to Categories (2)(b), (3)(b) and (4)(b) of the table set forth in paragraph 1 of Schedule 1 of this Agreement in the amount of up to $75,000,000 equivalent (the CFR Subsidiary Loan) under a subsidiary loan agreement (the CFR Subsidiary Loan Agreement) to be entered into between the Borrower, MTCT, and CFR, under terms and conditions which shall have been approved by the foreign exchange risk Bank; (c) for the purposes of Part C of the Project, relend to Metrorex the portion of the proceeds of the Loan allocated from time to time to Category (3)(c) of the table set forth in paragraph 1 of Schedule 1 of this Agreement in the amount of up to $1,000,000 equivalent (the Metrorex Subsidiary Loan) under a subsidiary loan agreement (the Metrorex Subsidiary Loan Agreement) to be borne entered into between the Borrower, MTCT, and Metrorex, under terms and conditions which shall have been approved by GRC.the Bank; (ed) The Borrower shall exercise its rights under the RNCMNR Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the RNCMNR Subsidiary Loan Agreement or any provision thereof; (e) exercise its rights under the CFR Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the CFR Subsidiary Loan Agreement or any provision thereof; and (f) exercise its rights under the Metrorex Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Metrorex Subsidiary Loan Agreement or any provision thereof. Section 3.023.03. Without limitation upon the provisions of Sections 3.01 and 3.02 of this Agreement, and except as the Bank and the Borrower shall otherwise agree, the Borrower shall cause the Project to be carried out in accordance with the Implementation Program set forth in Schedule 5 to this Agreement. (a) Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement, as said provisions may be further elaborated in the Procurement Plan. (b) The Borrower, through the project implementing entities, shall update the Procurement Plan in accordance with guidelines acceptable to the Bank, and furnish such update to the Bank not later than 12 months after the date of the preceding Procurement Plan, for the Bank’s approval. Section 3.033.05. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of of: (a) Part E A of the Project shall be carried out by GRC RNCMNR pursuant to Section 2.03 of the RNCMNR Project Agreement; (b) Part B of the Project shall be carried out by CFR pursuant to Section 2.03 of the CFR Project Agreement; and (c) Part C of the Project shall be carried out by Metrorex pursuant to Section 2.03 of the Metrorex Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC TSKB and TKB to perform in accordance with the provi- sions provisions of the Project Agreement Agreements all the obligations of GRC TSKB and TKB therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC TSKB and TKB to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon For the provisions purposes of paragraph (a) Part A and Part B of this Section and except as the Borrower and the Association shall otherwise agreeProject, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under enter into a subsidiary loan agreement to be entered into between with each TSKB (the Borrower TSKB Subsidiary Loan Agreement) and GRC, TKB (the TKB Subsidiary Loan Agreement) under terms and conditions which shall have been approved by the Association which Bank. Except as the Bank shall otherwise agree, such terms and conditions shall include the following: (i) the Borrower shall relend to each TSKB and TKB, an amount in Dollars equal to the amount of the Loan allocated from time to time to Category (1) (a) in case of TSKB, and to Category (1) (b) in case of TKB, set forth in the table in paragraph 1 of Schedule 1 to this Agreement; (ii) the Borrower shall charge, each TSKB and TKB, semi-annually, on the principal amount thereof withdrawn and outstanding from time to time, interest at a rate equal to the rate payable under Section 2.06 of 8% per annumthis Agreement; (iii) the Borrower shall charge, repayment each TSKB and TKB, an additional fee pursuant to Law No. 4749; (iv) the Borrower shall charge, each TSKB and TKB, a commitment charge at a rate equal to the rate payable under Section 2.05 of over 20 yearsthis Agreement, including seven years on the principal amount of grace, the Subsidiary Loans not withdrawn from time to time; (v) each TSKB and TKB shall pay to the foreign exchange risk Borrower a front-end fee in an amount equal to be borne by GRCone percent (1%) of the amount of its respective Subsidiary Loan; and (vi) each TSKB and TKB shall repay its respective Subsidiary Loan in accordance with the provision set forth in Section 2.08 of this Agreement. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement Agreements in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement Agreements or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 1 to this Agreementthe Project Agreements. Section 3.03. The For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall cause TSKB and TKB to: (a) prepare, on the basis of guidelines acceptable to the Bank, and furnish to the Bank 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 Bank, a plan designed to ensure the continued achievement of the Project’s objectives; and (b) afford the Bank a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.04. The Bank and the Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC TSKB and TKB, respectively, pursuant to Section 2.03 2.04 of the Project AgreementAgreements. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through the Part A, B, D and E of the Project [pursuant to the provisions of the Implementation Agreement] with due diligence and efficiency and in conformity with appropriate financial, technical, administrative, financial, engineering and transporta- tion environmental practices, and shall provide, provide promptly as needed, needed the funds, facilities, services and other resources required for the Project. ; and (bii) Without without any limitation or restriction upon any of its other obligations under the Development Credit this Agreement, the Borrower shall cause GRC BE to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC BE therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC BE to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant ; (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 paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months.Agreement; (c) 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 assist BE in carrying out Parts A through D Part C of the Project in accordance with the Implementation Program set forth in Schedule 4 1 to this the Project Agreement.; and (d) The For the purposes of Part C of the Project, the Borrower shall relend out shall: (i) make available part of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC BE under a subsidiary loan agreement to be entered into between the Borrower and GRC, BE (the Subsidiary Agreement) under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, Association; and the foreign exchange risk to be borne by GRC. (eii) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and and, except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish guidelines acceptable to the Association, and furnish to the Association not later than June 30six months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, 1992, a plan designed to ensure the findings sustainability of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with a timetable acceptable to afford the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable a reasonable opportunity to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through Part D of the Project through MOTCA with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall shall: (A) cause GRC MR, MR(M) and MLS to perform all their obligations set forth in accordance with the provi- sions of the MR Project Agreement, MR(M) Project Agreement all the obligations of GRC therein set forthand MLS Project Agreement, shall respectively, (B) take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC MR, MR(M) and MLS, respectively, to perform such obligations, and shall (C) not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out onlend an amount not exceeding the equivalent of fifteen million four hundred thousand dollars ($15,400,000) to MR(M) and an amount not exceeding the equivalent of seven hundred sixty thousand dollars ($760,000) to MLS from the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement agreements to be entered into between the Borrower and GRCMR(M) and MLS, respectively, under terms and conditions which shall have been approved by the Association which shall include Association, including the payment of interest at the rate of 8% 7.1 percent per annum, annum and the repayment of over 20 years, principal in 13 years including seven five years of grace, and the foreign . The exchange risk to shall be borne by GRCMR(M) and MLS, respectively. (ed) The Borrower shall exercise its rights under the MR(M) Subsidiary Loan Agreement and the MLS Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the MR(M) Subsidiary Loan Agreement or any provision thereofthe MLS Subsidiary Loan Agreement. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for Parts B and C of 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A, B and C of the Project shall be carried out by GRC MR, MR(M) and MLS, respectively, pursuant to Section 2.03 2.02 of the MR Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 Agreement and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.Section

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall without any limitation or restriction upon any of its other obligations under the Loan Agreement, shall: (i) through MOC, carry out Parts A through D Part B of the Project with due diligence and efficiency and in conformity with appropriate administrativeengineering, rural electrification, cooperatives, financial, engineering administrative and transporta- tion managerial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for Part B of the Project. ; and (bii) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC PLN to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC PLN therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC PLN to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit Loan relend to PLN an amount not exceeding SDR 10,100,000 equivalent to GRC $325,000,000 under a subsidiary loan agreement to be entered into between the Borrower and GRCPLN, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCBank. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. (d) Without limitation upon the provisions of paragraph (a) (i) of this Section, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall carry out Part B of the Project in accordance with the Implementation Program set forth in Schedule 5 to this Agreement. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of of: (a) the goods, works goods and consultants’ services required for Part A of the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 1 to the Project Agreement; and (b) the goods and consultants’ services required for Part B of the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to this Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E A of the Project shall be carried out by GRC PLN pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project through DGLT, DGBM and DKI-Jakarta with due diligence and efficiency and in conformity with appropriate administrative, financial, financial and engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. (a) The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 shall relend part of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E proceeds of the Project Loan to DKI-Jakarta under a subsidiary loan agreement to be entered into between the Borrower and DKI-Jakarta under terms and conditions which shall be carried out have been approved by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shallBank which shall include the following: (ai) maintain interest shall be payable on the existing Road Fund principal amount of the Subsidiary Loan, withdrawn and outstanding from time to time, at at least its 1989 funding level in real terms;a rate per annum equal to ten percent (10%); and (ii) the principal amount shall be repaid over a period of twenty (20) years, including a grace period of five (5) years. (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain exercise its Transport Policy Review Committee with functions rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and terms the Bank and to accomplish the purposes of reference acceptable to the Association. Section 3.07. The Loan, and except as the Bank shall otherwise agree, the Borrower shall establishnot assign, not later than June 30amend, 1991, a coordinating committee for improving abrogate or waive the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associationsSubsidiary Loan Agreement or any portion thereof. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, : shall cause EEAA to carry out Parts Part A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering environmental and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any said Part; and without limitation or restriction upon any of its other obligations under the Development Credit this Agreement, the Borrower shall cause GRC NBE to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC NBE therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC NBE to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall cause EEAA to: (i) coordinate the overall implementation of the Project; and (ii) carry out Parts Part A through D of the Project in accordance with the Implementation implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out of re-lend the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC NBE under a subsidiary loan agreement to be entered into between the Borrower and GRCNBE, under terms and conditions satisfactory to the Bank, including, inter alia: (i) payment of interest, charges and premium; and repayment of such amount in accordance with Article II of this Agreement; (ii) payment of any other charges which shall have been approved may be required by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, Borrower; and the (iii) foreign exchange risk to be borne by GRCNBE. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works and consultants’ services goods required for the Project Sub-projects and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall cause EEAA to: (a) prepare, on the basis of guidelines acceptable to the Bank, and furnish to the Bank 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 Bank, a plan for the continued achievement of the objectives of the Project; and (b) afford the Bank a reasonable opportunity to exchange views with the Borrower, EEAA and NBE on said plan. Section 3.04. The Borrower and the Association Bank hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC NBE pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts Part A through D (except Part A.4 of the Project) and C.1 of the Project with due diligence and efficiency and in conformity with appropriate financial, economic, administrative, financialmanagement, banking, and engineering practices, and transporta- tion practicessound environmental and social standards acceptable to the Bank, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the carrying out of Parts A (except Part A.4 of the Project) and C.1 of the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall shall: carry out Parts Part A through D of the Project (except Part A.4 of the Project) in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower ; carry out Part C.1 of the Project in accordance with the Implementation Program set forth in Schedule 2 to the GEF Project Agreement; make Type A Subloans and Type C Subloans under terms and conditions satisfactory to the Bank, which shall relend include those set forth in paragraph 1 of Annex A to Schedule 4 to this Agreement; make Type D Subloans under terms and conditions satisfactory to the Bank, which shall include those set forth in paragraph 1 of Annex D to Schedule 4 to this Agreement; and onlend to each PFI an amount out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan allocated from time to GRC time to Category (1), under a subsidiary loan agreement Subsidiary Loan Agreement to be entered into between the Borrower and GRCeach PFI under terms and conditions satisfactory to the Bank, which shall include those set forth in the DBP Operational Manual and in paragraph 1 of Annex C to Schedule 4 to this Agreement, and the following principal onlending terms and conditions: the principal amount of the Subsidiary Loan shall be: (i) equivalent to the aggregate amount of the principal of all Type B Subloans made out of the proceeds thereof by the PFI; and (ii) onlent in Pesos and repaid by the PFI in Pesos in an amount equivalent at the time of withdrawal to the amounts withdrawn from time to time from the Loan Account under Category (1) in respect of such Subsidiary Loan; interest on the principal amount withdrawn and outstanding of a Subsidiary Loan made in Pesos shall be payable at a per annum rate of interest established in accordance with the relevant provisions of the DBP Operational Manual; commitment charges shall be payable on the amount so on-lent but not yet withdrawn from time to time at the rate payable by the Borrower under Section 2.07 of this Agreement; and the principal amount of such Subsidiary Loan shall be repaid in accordance with an amortization schedule which corresponds to the composite of the amortization schedules of such Type B Subloans. (c) For purposes of: (i) the fees to be paid by the Borrower to the Guarantor in respect of the loan guarantee and foreign exchange risk cover provided by the Guarantor pursuant to the Guarantee Agreement, and (ii) the method for the determination of lending rates, including a floor lending rate, acceptable to the Bank, for onlending of the proceeds of the Loan through Type A Subloans, Type C Subloans, Type D Subloans, and Subsidiary Loans, the Borrower shall enter into a DBP Memorandum of Agreement with the Guarantor, under terms and conditions which shall have been approved by acceptable to the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCBank. (ed) The Borrower shall shall: (i) exercise its rights under the Subsidiary Loan DBP Memorandum of Agreement in such manner as to to: (A) protect the interests of the Borrower Borrower, the Guarantor, and the Association Bank; (B) comply with its respective obligations under the DBP Memorandum of Agreement; and to (C) accomplish the purposes of the Credit, Project; and (ii) except as the Association Bank shall otherwise agree, the Borrower shall not assignabrogate, amend, abrogate assign, repeal, suspend or waive the Subsidiary Loan DBP Memorandum of Agreement or any provision thereofthereof without the prior agreement of the Bank. Section 3.02. Except as the Association Bank shall otherwise agree, agree procurement of the goods, works works, and consultants’ services required for Subprojects under Part A of the Project (except Part A.4 of the Project) and to be financed out of the proceeds of the Credit Subloans shall be governed by the provisions of paragraphs 1(vi)(C)-(F) of Annex A to Schedule 3 4 (for Type A Beneficiaries and Type C Beneficiaries), paragraphs 1(v)(C)-(F) of Annex B to Schedule 4 (for Type B Beneficiaries), paragraphs 1(vi)(C)-(F) of Annex D to Schedule 4 (for Type D Beneficiaries), and Annex E to Schedule 4 and Schedule 5 (for LGUs) to this Agreement. Section 3.03. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months before the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan designed to ensure the findings continued achievement of the study on objectives of Part A of the adequacy Project (except Part A.4 of road user chargesthe Project); and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts Part A through D of the Project through MEM with due diligence and efficiency and efficiency, in conformity with appropriate administrative, financial, engineering and transporta- tion practices, financial practices and with due regard to ecological and environmental factors and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC SOLIMA to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC SOLIMA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts Part A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (di) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC shall, under a subsidiary loan agreement to be entered into between the Borrower and GRCSOLIMA, under terms and conditions which shall have been approved by the Association which shall include Association: (A) relend to SOLIMA a portion of the proceeds of the Credit allocated to Categories (2) (b), (3) and (4) of the table set forth in paragraph 1 of Schedule 1 to this Agree- ment, at an interest at the rate of eight percent (8% %) per annum, repayment of over 20 years, with the principal to be repaid in twenty years including seven years of gracea five-year grace period, and with SOLIMA bearing the foreign exchange risk cost of fluctuations in the currencies so relent to be borne by GRCit; and (B) make available to SOLIMA, on a grant basis, the portion of the proceeds of the Credit allocated to Category 2 (c) of said table. (eii) [Deleted] (d) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part Parts C, D and E of the Project shall be carried out by GRC SOLIMA pursuant to Section 2.03 of the Project Agreement. . Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.[Deleted]

Execution of the Project. (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, : (i) shall carry out out, through MNRI, Parts A through D and C of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower Borrower: (A) shall cause GRC EAGB to perform all its respective obligations set forth in accordance with the provi- sions of the EAGB Project Agreement all the obligations of GRC therein set forthAgreement, (B) shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC EAGB to perform such obligations, and (C) shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph paragraph (a) of this Section and except as the Borrower Association and the Association Borrower shall otherwise agree, the Borrower shall carry out Parts A through D and C of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 necessary to GRC carry out Part B of the Project to EAGB under a subsidiary loan agreement to be entered into (the EAGB Subsidiary Loan Agreement) between the Borrower and GRCEAGB, under terms and conditions which shall have been approved by the Association Association, which shall include provide, inter alia, that the proceeds of the Credit shall be relented at an interest at the rate of 87.7% per annum, repayment for a term of over 20 twenty years, including seven years a five-year grace period, with the exchange risk between the currency of grace, payment and the foreign exchange risk currency of repayment to be borne by GRCEAGB. (ed) The Borrower shall exercise its rights under the EAGB Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the CreditCredit and, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the EAGB Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for Parts A and C of 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. The Borrower shall: (a) not later than June 30, 1995, furnish to the Association a plan, satisfactory to the Association, describing the actions and measures required to ensure the utilization of the electro-mechanical equipment of the Nova Central electric power plant; and (b) thereafter, proceed to implement such plan in accordance with the time table and other modalities specified therein. Section 3.04. The Borrower shall: (a) modify, in consultation with EAGB, EAGB’s tariff indexation formula not later than June 30, 1992 in a manner satisfactory to the Association, (b) annually review such formula with the Association, and (c) only further amend such formula with the agreement of the Association. Prior to such modification in 1991, the Borrower shall only permit EAGB’s tariffs to increase from their March 1, 1991 levels if, and only to the extent that, the domestic price of petroleum increases. Section 3.05. The Borrower shall, no earlier than January 1, 1993 and no later than December 31, 1993, carry out jointly with the Association a mid-term review of the progress made in carrying out the Project. Section 3.06. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E B of the Project shall be carried out by GRC EAGB pursuant to Section 2.03 of the EAGB Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establishtake all actions necessary to cause its entities and agencies to settle promptly, not later than June 30each month, 1991, a coordinating committee their bills for improving the organization electricity and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associationswater consumption. Section 3.08. The Borrower shall: : (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more not later than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower September 30, 1995 adopt a financial restructuring plan for EAGB, which shall continue to enter into annual performance agreements with GRC incorporating performance targets be acceptable to the Association, including an assessment of the working capital needs of EAGB; and (b) thereafter proceed to implement such financial restructuring plan in accordance with the time table and other modalities specified therein.

Execution of the Project. (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, : (i) shall carry out Parts A Part C of the Project through MINAGRA and Part D of the Project through MINICOM, with due diligence and efficiency and in conformity with appropriate administrative, financialtechnical, engineering scientific and transporta- tion financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. ; and (bii) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC ANADER and CNRA to perform in accordance with the provi- sions provisions of the ANADER Project Agreement and the CNRA Project Agreement, respectively, all the obligations of GRC ANADER and CNRA therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC ANADER and CNRA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) 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 Parts A through C and D of the Project and cause ANADER and CNRA to carry out Parts A and B, respectively, in accordance with the Implementation Program set forth in Schedule 4 to this Agreement and Schedule 2 to the ANADER Project Agreement and the CNRA Project Agreement. (dc) The Borrower shall relend out of shall: (i) make the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated from time to GRC time to Categories (1)(a), (2)(a), (3)(a) and (4)(a) of the table set forth in paragraph 1 of Schedule 1 to this Agreement available to ANADER on a non-reimbursable basis under a subsidiary loan agreement to be entered into between the Borrower and GRCANADER; and (ii) make the proceeds of the Credit allocated from time to time to Categories (1)(b), (2)(b), (3)(b) and (4)(b) of the table set forth in paragraph 1 of Schedule 1 to this Agreement available to CNRA on a non-reimbursable basis under a subsidiary agreement to be entered into between the Borrower and CNRA; such agreements to have terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCAssociation. (ed) The Borrower shall exercise its rights under the ANADER Subsidiary Loan Agreement and the CNRA Subsidiary Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the ANADER Subsidiary Loan Agreement and the CNRA Subsidiary Agreement, or any provision thereof. Section 3.02. Without any limitation upon the provisions of paragraph (a) of Section 3.01 of this Agreement, the Borrower shall, for the purposes of making available its counterpart contribution for the financing of the Project: (a) open and thereafter maintain in CFAF in CAA, an account for Part A of the Project (the ANADER Project Account), an account for Part B of the Project (the CNRA Project Account), an account for Part C of the Project (the MINAGRA Project Account) and an account for Part D of the Project (the MINICOM Project Account), all on terms and conditions satisfactory to the Association; (b) deposit an initial contribution of: (i) CFAF one billion five hundred million (CFAF 1,500,000,000) into the ANADER Project Account; (ii) CFAF seven hundred million (CFAF 700,000,000) into the CNRA Project Account; (iii) CFAF one hundred forty million (CFAF 140,000,000) into the MINAGRA Project Account; and (iv) CFAF forty million (CFAF 40,000,000) into the MINICOM Project Account; (c) thereafter, deposit into any of said Accounts such amounts as shall be required to replenish each of the Project Accounts in a timely manner back to the level of the initial deposits referred to in paragraph (b) above; and (d) ensure that the amounts deposited into each of said Accounts shall be used exclusively for payments made or to be made in respect of the reasonable cost of goods and services for the Project not otherwise financed by the Credit. Section 3.03. 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 and Schedule 1 to the ANADER Project Agreement and the CNRA Project Agreement. Section 3.033.04. For the purposes of Section 9.07 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 for the future operation of the Project; and (b) afford the Association a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.05. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A and B of the Project shall be carried out by GRC ANADER and CNRA pursuant to Section 2.03 of the ANADER Project Agreement and the CNRA Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Interim Fund Development Credit Agreement, the Borrower shall cause GRC each of the Water Companies to perform in accordance with the provi- sions provisions of the Project Agreement all the of its obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC each of the Water Companies to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall shall, through MOF, relend out of the proceeds of the Interim Fund Credit an amount not exceeding SDR 10,100,000 to GRC the Water Companies, each under a separate subsidiary loan agreement to be entered into between the Borrower and GRCeach of the Water Companies, under terms and conditions which shall have been approved by the Association Administrator, which shall include include: (i) the amount so relent to each of the Water Companies shall be the amounts allocated to and withdrawn from the following Categories: (A) Hanoi Water Business Company, Categories (1)(a), (2)(a) and (3)(a); (B) Haiphong Water Supply Company, Categories (1)(b), (2)(b) and (3)(b); (C) ▇▇▇▇▇ ▇▇▇▇ Water Supply Company, Categories (1)(c), and (2)(c); and (D) Danang Water Supply Company, Categories (1)(d), (2)(d) and (3)(c); (ii) interest at the a rate of 8% six and five tenths of one percent (6.5%) per annum, annum on the principal amount so relent and withdrawn by each of the Water Companies and outstanding from time to time shall accrue from the day immediately following the end of the grace period mentioned in (iii) below; (iii) repayment over a period of over 20 twenty (20) years, including seven years a grace period of gracefive (5) years, and of the foreign exchange risk equivalent in Dong at the time of withdrawal of the respective SDR amounts from time to be borne by GRCtime from the Interim Fund Credit Account. (ec) The Borrower shall exercise its rights under the each Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Administrator and to accomplish the purposes of the Interim Fund Credit, and except as the Association Administrator shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any of the Subsidiary Loan Agreement Agreements or any provision thereof. Section 3.02. Except as the Association Administrator 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 Interim Fund Credit shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. The Borrower and the Association Administrator hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC each of the Water Companies pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Without limitation to the provisions of Section 3.01(a) of this Agreement, the Borrower shall: shall cause each of the People’s Committee of the Project Cities and Province to: (a) maintain promptly provide to its respective Water Company the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from required counterpart funds for carrying out the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds Respective Parts of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.Project;

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC SPA to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC SPA therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC SPA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. . (b) The funds Borrower shall relend the proceeds of the Loan under Subsidiary Loan Agreements to be provided to GRC pursuant to this paragraph shall includeentered into: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by between the Borrower to GRC before the end of each quarterand SM; and (ii) operational subsidies; (iii) a subvention for freight between SM and passenger traffic where, SPA under terms and conditions satisfactory to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for Bank including the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months.following: (cA) Without limitation upon the provisions term of paragraph the Subsidiary Loans shall be twenty years, including five years of grace; (B) interest, at the rate of ninety percent (90%) of the rate specified in Section 2.05 (a) of this Section and except as Agreement, shall be payable on the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D principal amount of each of the Project in accordance with the Implementation Program set forth in Schedule 4 Subsidiary Loans withdrawn and outstanding from time to this Agreement.time; (dC) The Borrower a commitment charge shall relend out be paid on the principal amount of each of the proceeds of the Credit an amount Subsidiary Loans not exceeding SDR 10,100,000 withdrawn from time to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest time at the rate specified in Section 2.04 of 8% per annum, repayment of over 20 years, including seven years of grace, and this Agreement; and (D) the foreign exchange risk to shall be borne by GRCSPA. (ec) The Borrower shall exercise its rights, and cause its rights to be exercised, under each of the Subsidiary Loan Agreement Agreements in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement Agreements or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC SPA pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall shall: (i) carry out Parts A through D A, B.1 and B.2 of the Project with due diligence and efficiency and in conformity with appropriate administrativeengineering, financialenvironmental, engineering administrative and transporta- tion financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for Parts A, B.1 and B.2 of the Project. ; and (bii) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC LR to perform in accordance with the provi- sions carry out Parts A.4 (a) and A.6 of the Project Agreement all with due diligence and efficiency and in conformity with appropriate engineering, environmental, administrative and financial practices, and shall cause LR to provide, promptly as needed, the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, resources required for Parts A.4(a) and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter A.6 of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsProject. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D A, B.1 and B.2 of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The For the purposes of carrying out Parts A.4(a) and A.6 of the Project, the Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC LR, allocated from time to time to the Categories (3) and (4) in the table set forth in paragraph 1 of Schedule 1 to this Agreement (the Subsidiary Loan), under a subsidiary loan agreement the Subsidiary Loan Agreement, to be entered into between the Borrower and GRC, LR under terms and conditions which shall have been approved by the Association which shall include interest at Bank, including, inter alia, the rate following provisions: (i) denomination of 8% per annum, the Subsidiary Loan in Kunas and debt service payments under the Subsidiary Loan Agreement in Kunas; (ii) repayment of the principal amount of the Subsidiary Loan withdrawn and outstanding over 20 the period of fifteen (15) years, including seven years a 5-year grace period; and (iii) payment of grace, an interest on the amount of the Subsidiary Loan withdrawn and outstanding at an annual rate equal to the foreign exchange risk to be borne by GRCrate specified in Section 2.06 of this Agreement. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works works, and consultants’ services required for Parts A, B.1 and B.2 of the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road Fund, monthly in advance; Bank and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A through D B (1) and B (2) of the Project through FMPS with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion management practices, ; and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (bii) Without without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, shall within the Borrower shall limits of its constitutional powers cause GRC NEPA to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC NEPA therein set forth, shall take and or cause to be taken all actionactions, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC NEPA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated to GRC Categories (1), (2), (3) (a), and (4) set forth in the table in Part A.1 of Schedule 1 to this Agreement to NEPA under a subsidiary loan agreement to be entered into between the Borrower and GRCSubsidiary Loan Agreement, under terms and conditions which shall have been approved by the Association and which shall include interest at the a rate of 8per annum not less than 7.2% per annum, and repayment of over 20 years, principal in twenty years (including seven years a five-year grace period) and the assumption of grace, and the foreign exchange risk to be borne by GRC▇▇▇▇. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the CreditCredit and, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. (d) 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 Program, Power Sector Sustainable Financial Plan, and the Implementation Program set forth in Schedule 4 to this Agreement. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works 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. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish guidelines acceptable to the Association, and furnish to the Association not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with a timetable acceptable to afford the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable a reasonable opportunity to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC CNSIC to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC CNSIC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC CNSIC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 and the proceeds of the Loan to GRC CNSIC under a subsidiary loan agreement to be entered into between the Borrower and GRCCNSIC, under terms and conditions which shall have been approved by the Association and the Bank, and which shall include terms whereby: (i) the principal amount of the Subsidiary Loan shall be the equivalent in terms of Special Drawing Rights (determined as of the date or respective dates of withdrawal from the Credit Account or the Loan Account, as the case may be, or payment out of the Special Account) of the value of the currency or currencies so withdrawn or paid out, on account of the goods and services required for the Project and to be financed out of the proceeds of the Credit or of the Loan; (ii) CNSIC shall repay the principal amount of the Subsidiary Loan over a period of fifteen (15) years, inclusive of a grace period of five (5) years; and (iii) CNSIC shall pay interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at the a rate of 8% equal to five percent (5%) per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works goods 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 1 to this the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC CNSIC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: : (a) maintain take all measures necessary to ensure that each Project Province shall perform, in accordance with the existing Road Fund at at least its 1989 funding level in real terms; provisions of the Provincial Implementation Agreement to which it is a party, all of the obligations of said Project Province therein set forth; and (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers take or permit to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associationstaken any action which would prevent or interfere with such performance. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D Part A.1 of the Project through its Ministry of Agriculture with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering financial and transporta- tion technical practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC ON and BNDA to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC ON and BNDA therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC ON and BNDA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall shall: (i) relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 which may from time to GRC time be allocated to Categories 1 (a), 1 (b), 2 (a), 2 (b), 3 (c), 3 (d) and 4 of the table set forth in Schedule 1 to this Agreement to ON under a subsidiary loan agreement to be entered into between the Borrower and GRCON, under terms and conditions which shall have been approved by the Association and which shall include interest at the a rate of 8% three (3%) percent per annumannum and a thirty-year repayment period including a grace period of ten years; (ii) relend the proceeds of the Credit which may from time to time be allocated to Category 5 of the table mentioned above to BNDA under a subsidiary loan agreement to be entered into between the Borrower and BNDA, under terms and conditions which shall have been approved by the Association and which shall include interest at a rate of three (3%) percent Per annum and a fifteen-year repayment period including a grace period of over 20 five years; and (iii) make the proceeds of the Credit which may f rom time to time be allocated to Categories 1 (c), including seven years 2 (c) , 3 (a) and 3 (b) of gracethe table mentioned above, and an amount equivalent to that allocated to Category 6 of the foreign exchange risk same table, available to be borne by GRCON on a grant basis. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement Agreements in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement Agreements or any provision thereof. 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 1 to this the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shalltake all necessary measures required on its part to: (a) maintain ensure that ON: (i) at all times buys paddy and sells rice in accordance with the existing Road Fund provisions of the Contract-plan; (ii) charges custom- mill services at full cost at least all times; (iii) collects water charges at the rate of CFAF 28,000 per hectare on all rehabilitated perimeters commencing with the first crop harvested on said perimeters after their rehabilitation; and (iv) increases water charges each year by a percentage agreed upon with the Association so as to achieve: (A) on any rehabilitated perimeter three years after its 1989 funding rehabilitation an overall increase of 25% over and above the level of charges collected on such perimeter as of the first year of its rehabilitation, plus the required adjustment for inflation as determined by the Borrower’s consumer price index or any other measure of inflation satisfactory to the Association; and (B) on any rehabilitated perimeters seven years after its rehabilitation an overall increase of 70% over and above the level of charges collected on such perimeter as of the first year of its rehabilitation, plus the required adjustment for inflation determined as provided in real termssubparagraph (A) above; (b) allocate a minimum further to the provisions of $36 million equivalent in 1991paragraph (a) (iv) above, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program cause ON to increase water charges no later than January 1 of MRHeach subsequent year so as to generate funds sufficient to cover ON’s cost attributable to water distribution operations; (c) allocate not later than September 30, 1988 conclude with ON an agreement satisfactory to the Association to determine the legal, financial and accounting regime of fixed assets belonging to the public domain but whose operation and maintenance is entrusted to ON including a minimum detailed inventory of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wagessuch assets; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needscause ON to: (i) accruals to implement the Road Fund, monthly in advanceContract-plan; and (ii) amounts allocated review with the Borrower and the Association no later than November 30 of each year the progress achieved in the budget for road mainte- ▇▇▇▇▇, as and when requiredexecuting said Contract-plan; and (e) ensure that without any limitation to the proceeds provisions of paragraph (a) (i) above, from time to time, at the request of either party, exchange views with the Association on the Borrower’s rice pricing policies and its plans in respect of the Road Fund shall be utilized exclusively for overall development of the payment to contractors and the Mobile Maintenance Units of GHA for road maintenancerice sector. Section 3.053.04. The Not later than September 30, 1988 the Borrower shallshall cause: (a) furnish ON, DNACOOP, DNFLA and DNE to conclude an agreement satisfactory to the Association, not later than June 30, 1992, Association to integrate their activities in the findings of Project Area in the study on the adequacy of road user chargestraining and extension programs devised by ON; and (b) thereafter increase said charges in accordance with a timetable acceptable ON and CAA to conclude an agreement satisfactory to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994to restructure ON’s long-term debt due to the Borrower. Section 3.063.05. The the Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, shall: (a) not later than June 30December 31, 19911988 or any other date agreed upon with the Association, on the basis of a coordinating committee for improving plan proposed by the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTCBorrower, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold review with the Association annual joint reviews of its three-year public investment program all ways and annual public expenditure programs in the transport sectormeans appropriate for privatizing one or several rice ▇▇▇▇▇; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Part C.2 of the Project through its MoF, Part C.1 of the Project through the SSC and Parts A through A, B and D of the Project through the NBKR with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering economic, banking and transporta- tion administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any For the purposes of its other obligations under Parts A, B and D of the Development Credit AgreementProject, the Borrower shall cause GRC to perform in accordance with make available the provi- sions proceeds of the Project Agreement all Credit allocated to Categories (1) (a) and (b), (2) (a), (3) and (4) set forth in the obligations table in paragraph 1 of GRC therein set forthSchedule 1 to this Agreement, shall take and cause to NBKR under a subsidiary loan agreement (the NBKR Subsidiary Loan Agreement) to be taken all actionentered into between the Borrower and NBKR, including under the provision terms and conditions which shall have been approved by the Association and which shall include those set forth in Section I of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant Schedule 5 to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsAgreement. (c) For the purposes of Part C.1 of the Project, the Borrower shall make available the proceeds of the Credit allocated to Category (2) (b) set forth in the table in paragraph 1 of Schedule 1 to this Agreement, to SSC under a subsidiary loan agreement (the SSC Subsidiary Loan Agreement) to be entered into between the Borrower and SSC, under the terms and conditions which shall have been approved by the Association and which shall include those set forth in Section II of Schedule 5 to this Agreement. (d) The Borrower shall exercise its rights under the Subsidiary Loan Agreements in such a manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and, except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreements or any provision thereof. (e) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works goods 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 for the future operation of the Project; and (b) afford the Association a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.04. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Parts A, B and D of the Project shall be carried out by the NBKR. Section 3.05. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E C.1 of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project AgreementSSC. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC Hunan to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC Hunan therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC Hunan to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds . (b) To this end the Borrower shall make the proceeds of the Loan available to be provided to GRC pursuant to this paragraph shall include: Hunan under the following principal terms and conditions: (i) funds cover-ing GRC’s share the principal amount so made available to Hunan shall be the equivalent in terms of required counterpart funds for capital expenditures for each quarter Dollars (determined as of the year date of, or respective dates of withdrawal from the Loan Account or payment out of the Special Account, as the case may be) of the value of the currency or currencies so withdrawn or paid out on account of the cost of items required for the Project and to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend financed out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to Loan, and shall be entered into between recovered by the Borrower and GRC, under terms and conditions which shall have been approved by in Dollars (the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC.Loan Amount); (eii) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall recover the Loan Amount from Hunan in semi-annual instalments over a period of twenty (20) years, inclusive of a grace period of five (5) years; (iii) the Borrower shall charge Hunan interest on the Loan Amount withdrawn and outstanding from time to time at a rate which shall not assign, amend, abrogate or waive exceed the Subsidiary rate payable by the Borrower from time to time pursuant to Section 2.06 of this Agreement; and (iv) the Borrower shall charge Hunan: (A) a commitment fee on the principal amount of the Loan Agreement or any provision thereofso made available and not withdrawn from time to time at a rate which shall not exceed three-fourths of one percent (3/4 of 1%) per annum; and (B) an additional fee in an amount equal to the amount payable by the Borrower pursuant to Section 2.04 of this Agreement. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC Hunan pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement and, to this the end, shall carry out Parts A through D Part B of the Project through its Ministry of Energy, with due diligence and efficiency and in conformity with appropriate administrative, financial, financial and engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Projectpurpose. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, this Agreement the Borrower shall cause GRC KPC and KPLC to perform in accordance with the provi- sions provisions of the Joint Project Agreement all the obligations of GRC KPC and KPLC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC KPC and KPLC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit allocated to Part A of the Project, except for an amount not exceeding SDR 10,100,000 7,600,000, to GRC KPC under a subsidiary loan agreement to be entered into between the Borrower and GRCKPC, under terms and conditions which shall have been approved by the Association Association, and which shall include provide, inter alia, that the proceeds of the Credit shall be relent at an interest at the rate of 8at least 7. 59% per annum, repayment for a term of over 20 years, including a grace period of seven years and KPC shall bear the risk resulting from fluctuations in the value of gracethe currencies relent to it. (d) The Borrower shall make available to KPC out of the Credit, and the foreign exchange risk to be borne by GRCequivalent of SDR 7,600,000 as an equity contribution. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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 the Schedule 3 to this the Joint Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.03 through 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E A of the Project Project, shall be carried out by GRC KPC and KPLC pursuant to Section 2.03 of the Joint Project Agreement. Section 3.04. The Borrower shall: (a) maintain shall carry out the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds studies under Part B of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the AssociationProject, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and under terms of reference acceptable to mutually agreed between the Borrower and the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D Part D.1 of the Project through NWWEC with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion financial practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for Part D.1 of the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC each of the Water Companies to perform perform, in accordance with the provi- sions provisions of its respective Project Agreement, all the respective obligations of the Project Agreement all the obligations of GRC Water Company therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC each of the Water Companies to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except 3.02. Except as the Borrower and the Association Bank shall otherwise agree, procurement of the Borrower shall carry out Parts A through D consultants’ services required for Part D.1 of the Project in accordance with and to be financed out of the Implementation Program set forth in proceeds of the Loan shall be governed by the provisions of Schedule 4 to this Agreement. (da) The Borrower shall relend shall, out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan, relend such amount, as may be allocated from time to GRC time to Categories (1)(a), (2)(a), (3)(a), (4) (b) and (5) (a) set forth in the table in paragraph 1 of Schedule 1 to this Agreement, to the Ahwaz Water Company under a subsidiary loan agreement to be entered into between the Borrower and GRCthe Ahwaz Water Company, under financial terms and conditions which shall have been approved by identical to those governing the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCLoan. (eb) The Borrower shall, out of the proceeds of the Loan, relend such amount, as may be allocated from time to time to Categories (2)(c), (3)(b), (4)(d) and (5)(b) set forth in the table in paragraph 1 of Schedule 1 to this Agreement, to the Shiraz Water Company under a subsidiary loan agreement to be entered into between the Borrower and the Shiraz Water Company, under financial terms and conditions identical to those governing the Loan. (a) The Borrower shall make available, through budgetary transfers, to the Ahwaz Water Company: (i) such amounts out of the proceeds of the Loan as may be allocated from time to time to Categories (1) (b), (2)(b), and (4)(a) set forth in the table in paragraph 1 of Schedule 1 to this Agreement; and (ii) such amounts as may be needed to finance the Borrower’s contribution to expenditures under Parts A.1, A.2, and B.1 of the Project. (b) The Borrower shall make available through budgetary transfers, to the Shiraz Water Company: (i) such amounts out of the proceeds of the Loan as may be allocated from time to time to Categories (1) (c), (2)(d), and (4)(c) set forth in the table in paragraph 1 of Schedule 1 to this Agreement; and (ii) such amounts as may be needed to finance the Borrower’s contribution to expenditures under Parts A.3, A.4, and B.2 of the Project. Section 3.05. The Borrower shall exercise its rights under the Subsidiary Loan Agreement Agreements in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the either Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as (a) The Borrower shall, not later than the Association shall otherwise agree, procurement Effective Date until completion of the goodsProject, works cause NWWEC to open, and consultants’ services required for thereafter maintain in Rial a Project account, in the name of NWWEC. The NWWEC Project Account shall be used exclusively by NWWEC to meet the expenditures of Part D.1 of the Project not financed from proceeds of the Loan. (b) The Borrower shall cause NWWEC, not later than the Effective Date, pay into the NWWEC Project Account an initial deposit equivalent to US$100,000 representing the first six (6) months of the Borrower's contribution to the costs of Part D.1 of the Project, and shall thereafter deposit into the NWWEC Project Account, not later than March 21 of each calendar year until completion of the Project, the amount of the Borrower’s annual contribution to the said costs for such calendar year, as determined by agreement between the Borrower and the Bank. (c) The Borrower shall cause NWWEC to ensure that all amounts deposited into the NWWEC Project Account in accordance with the provisions of this Section shall be used exclusively to finance the Borrower’s counterpart contribution to the expenditures under Part D.1 of the Project not otherwise financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this AgreementLoan. Section 3.033.07. The For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall: (a) prepare, on the basis of guidelines acceptable to the Bank, and furnish to the Bank 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 Bank, a plan for the continued achievement of the objectives of Part D.1 of the Project; and (b) afford the Bank a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.08. The Bank and the Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC each of the Water Companies pursuant to Section 2.03 of the respective Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through D Part A.5 of the Project Project, jointly with FPEPB, with due diligence and efficiency and in conformity with appropriate administrative, financial, and engineering and transporta- tion practices, practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC FPEPB to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC FPEPB to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC FPEPB, under a subsidiary loan agreement to be entered into between the Borrower and GRCFPEPB, under terms and conditions which shall have been approved by satisfactory to the Association which shall include interest at Bank including the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needsfollowing: (i) accruals to the Road Fundterm of the Subsidiary Loan shall be twenty years, monthly in advance; and including five years grace, (ii) amounts allocated in FPEPB shall pay interest on the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds principal amount of the Road Fund shall be utilized exclusively for the payment Subsidiary Loan withdrawn and outstanding from time to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish time at a rate equal to the Associationrate payable by the Borrower to the Bank pursuant to Section 2.05 of this Agreement, not later than June 30, 1992, (iii) FPEPB shall pay to the findings Borrower a commitment charge on the principal amount of the study on Subsidiary Loan not withdrawn from time to time at the adequacy rate stated in Section 2.04 of road user charges; and this Agreement, and (biv) thereafter increase said charges in accordance with a timetable acceptable FPEPB shall bear all foreign exchange risks and shall repay the principal amount of the Subsidiary Loan equivalent to the Association so that full cost recovery from road users for road maintenance will be achieved principal amount of the Loan repayable by 1994. Section 3.06. The the Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers Bank pursuant to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.Section

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through D and C of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC RCFM to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC RCFM to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D and C of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend re-lend out of the proceeds of the Credit an the amount not exceeding SDR 10,100,000 allocated to GRC Category (1) (c) of the table in paragraph 1 of Schedule 1 to this Agreement to RCFM under a subsidiary loan agreement to be entered into between the Borrower and GRCRCFM, under terms and conditions which shall have been approved by the Association and which shall include include, inter alia, a repayment period of twenty years, including a grace period not to exceed ten years, an interest at the rate of 8% 7.5 percent per annum, repayment of over 20 years, including seven years of grace, and provisions requiring RCFM to bear the foreign exchange risk risk. (d) The Borrower shall make available to be borne by GRCRCFM out of the proceeds of the Credit the amount allocated to Categories (1)(b) and (3)(b) of the table in paragraph 1 of Schedule 1 to this Agreement, as a Grant. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E B of the Project shall be carried out by GRC RCFM pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain not later than July 15 of each year, submit to the existing Road Fund at at least Association for its 1989 funding level approval, and to other donors intervening in real termsthe transport sector, its investment program for the transport sector for the next three years, which shall not, unless the Association agrees otherwise, include any investment not specified in the Program; (bi) allocate a minimum of $36 million equivalent make annual allocations in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital its budget for road routine maintenance, in amounts at least equal to the periodic figures in the table in paragraph 4 of Schedule 4 to this Agreement, and (ii) deposit the funds so allocated, in monthly tranches, into an account in a commercial bank for the purpose of advancing funds exclusively for the routine road maintenance and minor works program of MRHmaintenance; (c) allocate a minimum of $6,500,000 annually from the recurrent budget take all necessary actions to ensure that, for the period duration of 1991-1993 for Project implementation, at least 75 percent of total road routine road main- tenance materials and plant operating costs excluding wagesmaintenance work is performed by private contractors; (d) promptly pay into not later than two years after the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needsEffective Date: (i) accruals implement the recommendations of the road-users taxation study to be carried out under Part D.5 of the Road FundProject, monthly in advance; and (ii) amounts allocated in complete the budget technical studies on road rehabilitation and maintenance to be carried out under Part A.1 of the Project; (e) not later than: (i) six months after the Effective Date, launch campaigns for road mainte- ▇▇▇▇▇vehicle inspection and registration renewal, as to be carried out by private specialized firms, and when required(ii) eighteen months after the Effective date, publish the results of such inspection and registration renewal campaigns, and strengthen its regulatory framework to ensure better compliance with inspection and registration requirements; and (ef) ensure that not later than one year after the proceeds Effective Date, carry out technical and financial audits of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenanceCNREX. Section 3.05. The Borrower shall: (a) furnish have its account No. 267-503L, in BDMSA, for road maintenance, audited every six months, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges cause the private operator referred to in paragraph 2 (c) of Schedule 4 to this Agreement to have its records, accounts and financial statements in respect of Part A of the Project, audited every six months, in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved appropriate auditing principles consistently applied by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference independent auditors acceptable to the Association. (a) The Borrower and the Association shall from time to time, at the request of either party, exchange views on the progress achieved in carrying out the Program and the Project. (b) Prior to each such exchange of views, the Borrowers shall furnish, or cause to be furnished, as the case may be, to the Association for its review and comment a report on the progress achieved in carrying the Program and the Project, in such details as the Association shall reasonably request. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving Without any limitation to or restriction upon its other reporting requirements under the organization General Conditions and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRCthis Agreement, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue not later than thirty months after the Effective Date or such other date as the Association and the Borrower shall agree upon, carry out and cause RCFM to hold carry out with the Association annual joint reviews a midterm review of the implementation of the Project to: (i) review the progress achieved in carrying out the Project, taking into account, inter alia, the evolution of the key implementation monitoring indicators referred to in paragraph 3 of Schedule 4 to this Agreement, and recommend corrective measures eventually required for further implementation of the Project; (ii) monitor the implementation of the contrat-plan referred to in paragraph 3 (b) (iv) and 3 (b) (vi) of Schedule 1 to this Agreement; (iii) evaluate RCFM’s performance in carrying out its three-year public investment business plan referred to in paragraph 3 (b) (iv) of Schedule 1 to this Agreement; (iv) update the Borrower’s road maintenance program taking into account, inter alia, the degree of road deterioration and annual public expenditure programs results of technical studies completed under Part A.1 of the Project; (v) recommend additional actions eventually required to improve cost recovery in the transport sector; andand (vi) update the financing plan for further implementation of the Program; (b) consult with not later than six weeks prior to such review, furnish to the Association before undertaking any new investment projects for its review and comments a report in such details as the transport sector costing more than $5 million equivalent and not included Association shall reasonably request, including an evaluation of progress achieved in Project implementation; and (c) based on such review, the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets promptly prepare an action plan, acceptable to the Association, for further implementation of the Project and shall thereafter implement such action plan in a manner satisfactory to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts out, and cause to be carried out, Part A through D of the Project through SBV, and Part B of the Project through the Participating Banks, with due diligence and efficiency and in conformity with appropriate administrative, financialmanagement, engineering financial and transporta- tion banking practices, ; and shall provide, and cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of out, and cause to be carried out, the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower For purposes of Part B of the Project, the Borrower, through its Ministry of Finance, shall relend out make available to: (i) BIDV, the portion of the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated from time to GRC under a subsidiary loan agreement time to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. Category (e2); (ii) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agreeIncombank, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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 portion of the proceeds of the Credit shall be governed by allocated from time to time to Category (3); (iii) MCB, the provisions portion of Schedule 3 the proceeds of the Credit allocated from time to this Agreement. Section 3.03. The Borrower time to Category (4); and (iv) VBARD, the portion of the proceeds of the Credit allocated from time to time to Category (5); in each case under a subsidiary loan agreement entered into between the Borrower, through MOF, and said Participating Bank, under terms and conditions acceptable to the Association hereby agree that which shall include the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shallfollowing: (aA) maintain the existing Road Fund at at least its 1989 funding level principal amount of the Subsidiary Loan repayable by each Participating Bank shall be the equivalent in real termsDollars (determined as of the date, or respective dates of withdrawal from the Credit Account) of the value of the currency or currencies withdrawn from the Credit Account in connection with the respective Categories referred to above in this Section 3.01 (c); (bB) allocate each Participating Bank shall repay its respective Subsidiary Loan over a minimum term of $36 million equivalent in 1991twenty (20) years, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program including a grace period of MRHfive (5) years; (cC) allocate a minimum interest at the rate of $6,500,000 annually from the recurrent budget for the period LIBOR plus one-half of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; one percent (dLIBOR + 0.5%) promptly pay into the accounts established by GHA and DFR for road maintenance works, per annum shall be charged on the basis principal amount of quarterly estimates of road maintenance needs: (i) accruals such Subsidiary Loan outstanding from time to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when requiredtime; and (eD) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish a commitment charge at a rate per annum equal to the Association, not later than June 30, 1992, rate payable by the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable Borrower pursuant to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms provisions of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.Section

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A the Project, through D of the Project MC, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion communications practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any the provisions of its other obligations under paragraph (a) of this Section and except as the Development Credit Agreement, Borrower and the Association shall otherwise agree the Borrower shall cause GRC to perform carry out the Project in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein Implementation Program set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant forth in Schedule 4 to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsAgreement. (c) 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 perform all its obligations under the Program Contracts and shall in no way through its action or omission adversely affect the ability of SOTELGUI and OPG to fully carry out Parts A through D of their obligations under the Project Program Contracts and meet other targets and objectives defined in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. Section 3.02. In the period up to the Transfer Dates the Borrower shall, for DNT and DNSPF respectively: (a) ensure that the total number of staff employed in DNT and DNSPF shall not exceed 1030 and 290 respectively; (b) ensure that the tariffs set for services rendered by DNT and DNSPF shall as a minimum be revised every six months to keep pace with the SDR - GNF exchange rate. This obligation shall apply as of January 1, 1992; (c) for DNT only, ensure that its recovery rate on billing shall be at least 35%; and (d) for DNT only, deposit all revenues obtained from its operations as of January 1, 1993 in an escrow account in a bank and on conditions acceptable to the Association. Section 3.03. The Borrower shall relend out reduce (and provide evidence thereof acceptable to the Association) its consumption of telecommunications services in terms of the proceeds total number of the Credit an amount not exceeding SDR 10,100,000 telephone line connections at all levels of government from approximately 1500 to GRC under a subsidiary loan agreement to be entered into between 800 or less by June 30, 1993. Thereafter the Borrower and GRC, under terms and conditions which shall have been approved by meet the Association which shall include interest at targets set in the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCProgram Contracts for government consumption. (e) Section 3.04. The Borrower shall exercise its rights under ensure that at all levels of government appropriate amounts are included in the Subsidiary Loan Agreement in such manner as annual budgets to protect pay for the interests services provided by SOTELGUI and OPG and that invoices received for services provided shall be paid within three months from receipt of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereofinvoice. Section 3.023.05. The Borrower shall take all necessary measures to ensure that SOTELGUI and OPG shall not undertake any investment exceeding the equivalent of $1,000,000 that is not acceptable to the Association. Section 3.06. The Borrower shall, throughout the imple- mentation of the Project, cause SOTELGUI and OPG to adopt, implement and maintain a tariff structure satisfactory to the Association. This tariff structure shall be designed with a view to allowing full compliance with the Program Contracts and shall be implemented in SOTELGUI and OPG as of their respective Transfer Dates. The Borrower shall take all measures required on its part to enable SOTELGUI and OPG to do so. Section 3.07. The Borrower shall cause SOTELGUI and OPG to, in respect of their operations, carry out the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition respectively). Section 3.08. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC SONEDE and ONAS to perform perform, respectively, in accordance with the provi- sions provisions of the SONEDE Project Agreement and the ONAS Project Agreement all the obligations of GRC SONEDE and ONAS therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC SONEDE and ONAS to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: . (ib) funds cover-ing GRC’s share For the purposes of required counterpart funds for capital expenditures for each quarter carrying out Part B of the year to be paid by Project, the Borrower shall promptly make the proceeds of the Loan allocated from time to GRC before the end of each quarter; time to Categories (ii1)(a) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv2)(a) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts available to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsSONEDE on a grant basis through budgetary allocations. (c) Without limitation upon For the provisions purposes of paragraph carrying out Parts C, D.4 and D.5 (aiii), (iv) and (v) of this Section and except as the Borrower and the Association shall otherwise agreeProject, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan allocated from time to GRC time to Categories (1)(b), (2)(b), (2)(c) and (3) to ONAS under a subsidiary loan agreement to be entered into between the Borrower and GRCONAS, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk those set forth in Schedule 4 to be borne by GRCthis Agreement. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as The Borrower shall: (a) Implement the Association shall otherwise agreePerformance Contract with due diligence and efficiency and at all times take all necessary action to achieve the objectives thereof; (b) Monitor and evaluate, procurement in accordance with performance indicators, the carrying out of the goods, works and consultants’ services required for the Project and the achievement of SONEDE’s Financial, Investment and Operational Targets and ONAS’ Financial, Investment and Operational Targets; (c) Prepare and furnish to the Bank: (i) not later than the 30th day after the end of each semester in each Fiscal Year; and (ii) not later than June 30 in each Fiscal Year, a report, of such scope and in such detail as the Borrower and the Bank shall establish, on the progress achieved by the Borrower in carrying out the Project and the conclusions and recommendations resulting from the monitoring and evaluation activities performed pursuant to paragraph (b) above, together with any revisions proposed to be financed out introduced into SONEDE’s Financial, Investment and Operational Targets and ONAS’ Financial, Investment and Operational Targets; and (d) Exchange views with the Bank on said reports, and, thereafter, undertake the remedial measures which the Borrower and Bank shall have agreed are necessary to ensure the proper execution of the proceeds Project and the efficient management of the Credit shall be governed by the provisions of Schedule 3 to this AgreementSONEDE and ONAS. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991Not later than December 31, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget 1997, transmit for the periodic road maintenance Bank’s review and minor works program comments a proposed draft performance contract between the Borrower and SONEDE designed to further the achievement of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated progress in the budget for road mainte- ▇▇▇▇▇financial, as investment and when required; and (e) ensure that the proceeds operational performance of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user chargesSONEDE during Fiscal Years 1997 through 2001; and (b) thereafter increase Thereafter, take all action required to sign said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994performance contract during Fiscal Year 1998. Section 3.06. (a) The Borrower shall maintain its Transport Policy Review Committee with functions prepare and terms of reference acceptable furnish to the Association. Section 3.07. The Borrower shall establishBank, not later than June 30December 31, 19911998: (i) a report, a coordinating committee of such scope and in such detail as the Borrower and the Bank shall establish, on, inter alia: (A) the review of SONEDE’s investment and maintenance policy for improving rural water supply; (B) the organization Borrower’s measures undertaken to assist SONEDE in carrying out measures on tariff policies as set forth in Section 5.05 of the SONEDE Loan Agreement and efficiency in utilizing and further implementing the cost-accounting system referred to in Section 5.06 of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sectorSONEDE Loan Agreement; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall without any limitation or restriction upon any of its other obligations under the Loan Agreement, the Borrower shall: (i) carry out Parts Part A through D of the Project Project, through MTPT, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC TELKOM to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC TELKOM to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts Part A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The Borrower shall relend to TELKOM out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan the amounts allocated from time to GRC time to Categories (1) and (2) of the table set forth in paragraph 1 of Schedule 1 to this Agreement, under a subsidiary loan agreement to be entered into between the Borrower and GRCTELKOM, under terms and conditions which shall have been approved by the Association Bank and which shall include include, inter alia, the following: (i) TELKOM shall pay interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time of the rate payable under Section 2.05 of this Agreement and an additional one-half of one percent (1/2 of 1%); (ii) TELKOM shall pay commitment charges at the rate payable under Section 2.04 of 8% per annum, repayment this Agreement; (iii) TELKOM shall repay the principal amount of the Subsidiary Loan over 20 years, years including seven five years grace; and (iv) the principal amount of grace, the Subsidiary Loan repaid by TELKOM shall be the equivalent in dollars (determined as of the respective dates of repayment) of the amounts withdrawn from the Loan Account under said Categories (1) and the foreign exchange risk to be borne by GRC(2). (ed) The Borrower shall exercise its rights under the Subsidiary Subsi- diary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement In order to assist MTPT in carrying out Part A of the goods, works and Project: (a) The Borrower shall procure consultants’ services required for the Project and to be financed out of the proceeds of the Credit shall be governed by under contracts awarded in accordance with the provisions of Schedule 3 the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981 (the Consultants Guidelines). For complex, time-based assignments, such contracts shall be based on the standard form of contract for consultants’ services issued by the Bank, with such modifications thereto as shall have been agreed by the Bank. Where no relevant standard contract documents have been issued by the Bank, other standard forms acceptable to the Bank shall be used. (b) Notwithstanding the provisions of paragraph (a) of this AgreementSection, the provisions of the Consultant Guidelines requiring prior Bank review or approval of budgets, short lists, selection proce-dures, letters of invitation, proposals, evaluation reports and contracts, shall not apply to: (i) contracts for the employment of consulting firms estimated to cost less than one hundred thousand dollars ($100,000) equivalent each; or (ii) contracts for the employment of individual consultants estimated to cost less than fifty thousand dollars ($50,000) equivalent each. However, said exceptions to prior Bank review shall not apply to: (A) the terms of reference for such contracts; (B) single-source selection of consulting firms; (C) assignments of a critical nature, as rea- sonably determined by the Bank; (D) amendments to contracts for the employment of consulting firms raising the contract value to one hundred thousand dollars ($100,000) equivalent or above; or (E) amendments to contracts for the employment of individual consultants raising the contract value to fifty thousand dollars ($50,000) equivalent or above. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts B and C of the Project shall be carried out by GRC TELKOM pursuant to Section 2.03 2.03(a) of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) Section 3.01. The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall without any limitation or restriction upon any of its other obligations under this Loan Agreement, shall: (a) cause the City of Kiev to carry out Parts A through D Part C.1 of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering accounting and transporta- tion financial practices, and shall providetake or cause to be taken all action, promptly as needed, including the provision of funds, facilities, services and other resources required for necessary or appropriate to enable the City of Kiev to carry out Part C.1 of the Project., and shall not take or permit to be taken any action which would prevent or interfere with the ability of the City of Kiev to carry out Part C.1 of the Project; (b) Without any limitation or restriction upon any cause Kievenergo to carry out Parts A, C.2 and C.4 of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform Project in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC Kievenergo therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC Kievenergo to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months.; (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC Kievenergo under a subsidiary loan agreement to be entered into between the Borrower and GRCKievenergo, under terms and conditions which shall have been approved by the Association which Bank. Except as the Bank shall otherwise agree, such terms and conditions shall include interest at the rate following: (i) the principal amount of 8% per annum, repayment of the subsidiary loan shall be denominated in Dollars and shall be repaid by Kievenergo to the Borrower in semi-annual installments over 20 twenty years, including seven years a grace period of grace, and the foreign exchange risk to be borne by GRC.five years; (eii) The interest shall be charged on the principal amount of the subsidiary loan withdrawn and outstanding from time to time at a rate equal to the rate payable by the Borrower from time to time pursuant to Section 2.05 (a) of this Agreement plus up to one percent (1%); (iii) a commitment fee shall be charged on the undisbursed amount of the subsidiary loan at a rate equal to the rate payable by the Borrower from time to time pursuant to Section 2.04 of this Agreement; and (d) the Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works and consultants’ services required for Parts A, C.2 and C.4 of the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of the Schedule 3 to this the Project Agreement. Section 3.03. The Borrower shall cause the City of Kiev to: (a) commence by the date falling two years after the Effective Date of this Loan Agreement a study of institutional structure of the district heating services in the City of Kiev under Part C.1 of the Project in accordance with terms of reference agreed with the Bank, which study shall, among other things, review options for the most efficient institutional and corporate structure for the provision of district heating services in the City of Kiev, identify the requirements for effective management of the said services, corporate and operations alternatives and propose a strategy and an action plan for implementation of its recommendations; (b) complete the said study within one (1) year of its commencement date; and (c) within three (3) months of completing the said study, submit to the Bank for review and comment the report summarizing the findings, conclusions and recommendations of the said study. Section 3.04. The Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC Kievenergo pursuant to Section 2.03 2.04 of the Project Agreement. Section 3.043.05. The For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall: (ai) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank, monthly in advance; and furnish to the Bank not later than six (ii6) amounts allocated in months after the budget Closing Date or such later date as may be agreed for road mainte- ▇▇▇▇▇this purpose between the Bank and the Borrower, as and when requireda plan for the future operation of the Project; and (eii) ensure that afford the proceeds of the Road Fund shall be utilized exclusively for the payment Bank a reasonable opportunity to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC the Federation/EPBiH/EPM and RS/EPRS, to perform in accordance with the provi- sions provisions of the Federation/EPBiH/EPM Project Agreement and the RS/EPRS Project Agreement, respectively, all the obligations of GRC the Federation/EPBiH/EPM and RS/EPRS, therein set forth, shall take and cause to be taken all actionactions, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC the Federation/EPBiH/EPM and RS/EPRS, to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon For the provisions purposes of paragraph (a) Parts A and D.1 of this Section and except as the Borrower and the Association shall otherwise agreeProject, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out a portion of the proceeds of the Credit an amount not exceeding amounting to SDR 10,100,000 8,360,000 equivalent to GRC EPBiH under a subsidiary loan agreement to be entered into between the Borrower and GRC, the Federation/EPBiH under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except Association. Except as the Association shall otherwise agree, such terms and conditions shall include the following: (i) the principal amount of the subsidiary loan shall be repaid by the EPBiH to the Borrower in Deutsche Marks or in such other currency as may be agreed upon between the Borrower and the Federation/EPBiH in equal semi-annual installments over twenty years, including a grace period of five years; (ii) the principal amount of the Subsidiary Loan repayable by EPBiH shall be the equivalent in Deutsche Marks or in any such other currency as may be selected under paragraph (i) above (determined as of the date, or respective dates of repayment) of the value of the currency or currencies withdrawn from the Credit Account on accounts of the Federation/EPBiH Subsidiary Loan Agreement; and (iii) interest shall be charged on the outstanding balance of the subsidiary loan at a rate equal to the rate of the service charge payable by the Borrower under Section 2.05 of this Agreement. (c) For the purposes of Parts B and D.2 of the Project, the Borrower shall not assignrelend a portion of the proceeds of the Credit amounting to SDR 5,550,000 equivalent to EPRS under a subsidiary loan agreement to be entered into between the Borrower and RS/EPRS under terms and conditions which shall have been approved by the Association. Except as the Association shall otherwise agree, amendsuch terms and conditions shall include the following: (i) the principal amount of the subsidiary loan shall be repaid by RS/EPRS in Deutsche Marks or in such other currency as may be agreed upon between the Borrower and RS/EPRS in equal semi-annual installments over twenty years, abrogate or waive including a grace period of five (5) years; (ii) the principal amount of the Subsidiary Loan Agreement repayable by the RS/EPRS shall be the equivalent in Deutsche Marks or in any provision thereofsuch other currency as may be selected under Paragraph (i) above (determined as of the date, or respective dates of repayment) of the value of the currency or currencies withdrawn from the Credit Account on accounts of the RS/EPRS Subsidiary Loan Agreement; and (iii) interest shall be charged on the outstanding balance of the subsidiary loan at a rate equal to the rate of the service charge payable by the Borrower under Section 2.05 of this Agreement. (d) For the purposes of Parts C and D.1 of the Project, the Borrower shall relend the proceeds of the Credit amounting to SDR 4,590,000 equivalent to EPM under a subsidiary loan agreement to be entered into between the Borrower and the Federation/EPM under terms and conditions which shall have been approved by the Association. Except as the Association shall otherwise agree, such terms and conditions shall include the following: (i) the principal amount of the subsidiary loan shall be repaid by EPM in Deutsche Marks or in such other currency as may be agreed upon between the Borrower and the Federation/EPM in equal semi-annual installments over twenty years, including a grace period of five years; (ii) the principal amount of the Subsidiary Loan repayable by EPM shall be the equivalent in Deutsche Marks or in any such other currency as may be selected under paragraph (i) above (determined as of the date, or respective dates of repayment) of the value of the currency or currencies withdrawn from the Credit Account on accounts of the Federation/EPM Subsidiary Loan Agreement; and (iii) interest shall be charged on the outstanding balance of the subsidiary loan at a rate equal to the rate of the service charge payable by the Borrower under Section 2.05 of this Agreement. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services goods 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 for the future operation of the Project; and (b) afford the Association a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.04. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A, C and D.1 of the Project shall be carried out by GRC the Federation/EPBiH/EPM, and in respect of Parts B and D.2 of the Project shall be carried out by RS/EPRS, pursuant to Section 2.03 2.04 of each of the Federation/EPBiH/EPM Project Agreement and the RS/EPRS Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with the indicators set forth in the PIP, the carrying out of the Project and the achievement of the objectives thereof; (b) prepare, under terms of reference satisfactory to the Association, and furnish to the Association, not later than June on or about April 30, 19921999, a report integrating the findings results of the study monitoring and evaluation activities performed pursuant to paragraph (a) of this Section, on the adequacy progress achieved in the carrying out of road user chargesthe Project during the period preceding the date of said report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objectives thereof during the period following such date; and (c) review with the Association, by July 31, 1999, or such later date as the Association shall request, the report referred to in subparagraph (b) thereafter increase of this paragraph, and, thereafter, take all measures required to ensure the efficient completion of the Project and the achievement of the objectives thereof, based on the conclusions and recommendations of the said charges in accordance with a timetable acceptable to report and the Association so that full cost recovery from road users for road maintenance will be achieved by 1994views on the matter. Section 3.06. The Borrower shall maintain Without prejudice to any of its Transport Policy Review Committee with functions and terms of reference acceptable obligation to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving Bank or the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRCAssociation under any loan or credit either as borrower or guarantor, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue , by December 31, 1998, apportion all electric power sector debts to hold with the Bank and the Association annual joint reviews among EPBiH, EPRS and EPM respectively and determine the terms and conditions of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programrepayment. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A and C.1 of the Project through D the RFHA and PIU; (ii) shall cause each of the Participating Regions to carry out Parts B and C.2 of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion environmental practices, and (iii) shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D and C.1 of the Project and cause the Participating Regions to carry out Parts B and C.2 of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The For the purposes of Parts B and C.2 of the Project, the Borrower shall relend $55,000,000 equivalent out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC the Participating Regions under a separate subsidiary loan agreement agreements to be entered into between the Borrower and GRCeach Participating Region (the Participating Region Subsidiary Loan Agreement), under terms and conditions which shall have been approved by the Association which Bank, including but not limited to the following: (i) the principal amount of the Subsidiary Loan shall include interest at be repaid by each Participating Region in Dollars to the rate of 8% per annum, repayment of Borrower in equal semiannual installments over 20 fifteen (15) years, including seven years a grace period of gracefive (5) years; (ii) the principal amount of the Subsidiary Loan repayable by each Participating Region shall be the equivalent in Dollars (determined as of the date, or respective dates, of repayment) of the value of the currency or currencies withdrawn from the Loan Account or paid out of their respective Special Account on account of expenditures for Parts B and C.2 of the foreign exchange risk Project; (iii) the Borrower shall charge interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to be borne time at a rate of 150-250 basis points above the rate payable by GRCthe Borrower to the Bank under Section 2.05 of this Agreement; and (iv) the terms and conditions specified in paragraph 11 of Schedule 5 to this Agreement. (ed) The Borrower shall exercise its rights under the Participating Region Subsidiary Loan Agreement Agreements in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Participating Region Subsidiary Loan Agreement Agreements or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works works, and consultants’ services required for the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road Fund, monthly in advance; Bank and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC HV to perform perform, in accordance with the provi- sions provisions of the Project Agreement Agreement, all the obligations of GRC HV therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, resources necessary or appropriate to enable GRC HV to perform such obligations, obligations and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC HV (the Subsidiary Loan for the purposes of this paragraph) under a subsidiary loan agreement Subsidiary Loan Agreement to be entered into between the Borrower and GRC, HV under terms and conditions which shall have been approved by the Association Bank and which shall include interest at include, without limitation, the rate following: (i) the principal amount of 8% per annum, repayment of the Subsidiary Loan shall be denominated in Deutsche Marks and shall be repaid by HV to the Borrower in Deutsche Marks in equal semi-annual installments over 20 fifteen years, including seven years a grace period of gracefive years; (ii) an interest shall be charged on the outstanding balance of the Subsidiary Loan at a rate equivalent to the rate paid by the Borrower to the Bank in accordance with the provisions of Section 2.05 of this Agreement; and (iii) a commitment charge shall be charged on the principal amount of the Subsidiary Loan not withdrawn from time to time at a rate equivalent to the rate established in Section 2.04 of this Agreement, and the foreign exchange risk to be borne by GRCminus any waiver. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank, and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works works, and consultants’ services required for the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 purposes of carrying out Part C of the General Conditions (relating to insuranceProject, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain maintain, with adequate staff and resources, the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needsQuality Assurance Unit which shall be responsible for: (i) accruals to setting the Road Fund, monthly in advance; and (ii) amounts allocated in the budget standards for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.Mine clearing works;

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC require EG to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC EG therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC EG to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC EG under a subsidiary loan agreement to be entered into between the Borrower and GRCEG, under terms and conditions which shall have been approved by the Association Bank, and which shall include interest at the rate include, inter alia: (i) maturity of 8% per annum, repayment of over 20 years, including seven years with 5-year grace period; (ii) interest rate equal to the Loan rate as specified in Section 2.05 of gracethis Agreement; and (iii) the relending of such proceeds of the Loan by the Borrower and the repayment by EG to be in foreign exchange, and with the foreign exchange risk to be borne by GRCEG. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, goods and works and consultants’ services required for the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of the Schedule 3 to this the Project Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E B of the Project shall be carried out by GRC EG pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall:Without limitation upon the provisions of Section 3.01 (a) maintain of this Agreement, during execution of Project, the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate Borrower shall make available to EG annually on a minimum grant basis the funds that shall have been determined by the Borrower and EG and agreed by the Bank to be sufficient to cover EG’s direct operating expenses during each year of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenanceProject implementation. Section 3.05. The Borrower shall: (a) furnish shall take, and shall cause LPC to take, all necessary measures to ensure that KDHE complies with its obligations under the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994Take or Pay Contract. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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 shall: (i) carry out Parts A through D of the Project at national levels through NACA and Line Ministries; and (ii) cause the Participating States to carry out the Project at State and local levels through the respective SACAs and Line Ministries; all with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering financial and transporta- tion health practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out onlend a portion of the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated from time to GRC time to Categories (1), (2), (3), (4) and (5) to the Participating States under a subsidiary loan agreement Subsidiary Agreements to be entered into between the Borrower and GRCParticipating States, under on the same terms as this Credit, and which shall include the terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk set forth in Schedule 5 to be borne by GRCthis Agreement. (ed) The Borrower shall exercise its rights under the each Subsidiary Loan Agreement in such a manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any of the Subsidiary Loan Agreement Agreements or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goodsworks, works goods 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. The Without limitation to its obligations under Section 3.01 of this Agreement, the Borrower shall, and shall cause each of the Participating States to: (a) open and maintain accounts in Naira in a commercial bank acceptable to the Association hereby agree that on terms and conditions satisfactory to the obligations set forth in Sections 9.03Association (the "Project Accounts"); (b) promptly thereafter, 9.04make an initial deposit equivalent to $400,000 into NACA's Project Account, 9.05and cause each Participating State to make an initial deposit equivalent to $100,000 into said Participating State's Project Account, 9.06, 9.07 to finance the Borrower’s and 9.08 Participating State's contribution to the costs of the General Conditions Project; (relating c) thereafter deposit into each such Project Account, on a quarterly basis, the amount required to insurance, use of goods replenish said Project Account up to the Borrower's and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Participating State’s contribution to the costs of the Project; and (d) use the funds in said Project shall be carried Account exclusively to finance expenditures under the Project and not otherwise financed out by GRC pursuant to Section 2.03 of the Project Agreementproceeds of the Credit. Section 3.04. The For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shallshall cause NACA to: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish guidelines acceptable to the Association, and furnish to the Association not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with a timetable acceptable to afford the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable a reasonable opportunity to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through D A(2) and A(3) of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering commercial and transporta- tion power utility practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for Parts A(2) and A(3) of the Project. ; and (bii) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC WAPDA to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC WAPDA therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC WAPDA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of A(2) and A(3) of, and perform its other obligations with respect to, the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The Borrower shall relend an amount equivalent to $218,000,000 out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC WAPDA under a subsidiary loan agreement to be entered into between the Borrower and GRC, WAPDA under terms and conditions which shall have been approved by the Association Bank and which shall include include: (i) the principal amount repayable by WAPDA to be the equivalent in Rupees (determined as of the date or respective dates of withdrawals from the Loan Account) of the currency or currencies withdrawn from the Loan Account; (ii) the principal amount to be repaid by WAPDA in thirty equal install- ments over a period of twenty (20) years, including a grace period of five (5) years; (iii) the payment of interest by WAPDA at the rate of 8% eleven percent (11%) per annum, repayment ; and (iv) the reimbursement by WAPDA to the Borrower of over 20 years, including seven years all amounts paid by the Borrower to the Bank in respect of grace, and commitment charges on the foreign exchange risk proceeds of the Loan relent to be borne by GRCWAPDA. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of the Schedule 3 to this the Project Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A(1), A(4), A(5), B and C of the Project shall be carried out by GRC WAPDA pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project through MoA with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering environmental and transporta- tion financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower Borrower, through MoA, shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The Without limitation upon the provisions of paragraphs (a) and (b) of this Section, the Borrower shall relend make available for the purposes of the carrying out of the Project, including Parts A.2 (iii), B.2, C.1 (iii) and C.2 (iii) and technical assistance referred to in Schedule 2 to this Agreement, an amount not exceeding forty six million eight hundred thousand Dollars ($46,800,000) to be utilized under the terms and conditions set forth in Schedules 4 and 5 to this Agreement. Section 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Bank and the Borrower otherwise agree, the Borrower shall, for purposes of Parts A.2 (iii), B.2, C.1 (iii) and C.2 (iii) of the Project: (a) make available under the CGS Agent Agreement the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan allocated from time to GRC under a subsidiary loan agreement time to be entered into between Category (3) of the table set forth in paragraph 1 of Schedule 1 to this Agreement and the proceeds the Republican Budget of the Borrower allocated for Grants to the CGS Agent for transferring to Grant recipients for Sub- projects selected in accordance with the procedures, eligibility criteria, and GRC, under on terms and conditions set forth in the Operational Manual, which shall have been approved by be satisfactory to the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of graceBank, and the foreign exchange risk to be borne by GRCshall include, without limitation, reporting, procurement, suspension and termination provisions. (eb) The Borrower shall exercise its rights under the Subsidiary Loan CGS Agent Agreement in such manner as to protect the interests of the Borrower and the Association Bank, and to accomplish the purposes of the CreditProject, and except as the Association shall otherwise agreeand, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan CGS Agent Agreement or any provision thereofthereof without prior approval of the Bank. Section 3.02. (a) Except as the Association Bank shall otherwise agree, agree procurement of of: (i) the goods, goods and works and consultants’ services required for the Project and to be financed out of the proceeds of the Credit Loan; and (ii) selection and employment of consultant’s services required for the Project shall be governed by the provisions of Schedule 3 4 to this Agreement, as said provisions may be further elaborated in the Procurement Plan. Section 3.03. (b) The Borrower shall update the Procurement Plan in accordance with guidelines acceptable to the Bank, and furnish such update to the Association hereby agree that Bank not later than twelve (12) months after the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 date of the General Conditions (relating to insurancepreceding Procurement Plan, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of for the Project shall be carried out by GRC pursuant to Section 2.03 of the Project AgreementBank’s approval. Section 3.04. The For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months before the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan designated to ensure the findings continued achievement of the study on the adequacy of road user chargesProject’s objectives; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project through MOW and PCU with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practiceshealth care standards, and shall provide, promptly promptly, as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The For the purposes of Part A of the Project, the Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan allocated from time to GRC time to Categories (1) (a) and (2) (a) of the table in paragraph 1 of Schedule 1 to this Agreement to the Central Fund under a subsidiary loan agreement to be entered into between the Borrower and GRC, of the Central Fund (the Subsidiary Loan Agreement) under terms and conditions which shall have been approved by the Association which Bank. Except as the Bank shall otherwise agree, such terms and conditions shall include interest the following: (i) the principal amount of the subsidiary loan shall be repaid by the Central Fund to the Borrower in semi-annual installments over the same period specified for repayment of the Loan according to Schedule 3 to this Agreement; and (ii) the Central Fund shall pay: (A) a commitment charge on the unwithdrawn amount of the Subsidiary Loan at the same rate for commitment charge on the Loan according to Section 2.05 of 8% per annum, repayment this Agreement; and (B) interest on the amount of over 20 years, including seven years the Subsidiary Loan withdrawn and outstanding from time to time at a rate equal to the rate payable by the Borrower from time to time on the Loan pursuant to Section 2.06 of grace, and the foreign exchange risk to be borne by GRCthis Agreement. (ed) The Borrower For the purposes of Part B (3) (iv) of the Project, the Borrower, acting through an appropriate instrumentality, shall: (i) conclude, on terms which shall have been agreed upon with the Bank, an agreement with relevant municipalities or hospitals in the Latgale Region or any other region agreed upon with the Bank (the Pilot Operation Agreement) whereby the proceeds of the Loan allocated from time to time to Categories 1 (b) and 2 (b) of the table in paragraph 1 of Schedule 1 to this Agreement shall be made available to such municipalities or hospitals on terms and conditions which shall have been agreed upon with the Bank; and (ii) exercise its rights under the Subsidiary Loan Agreement and the Pilot Operation Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or the Pilot Operations Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goodsworks, works goods and consultants’ services required for under the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and purposes of Section 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan designed to ensure the findings continued achievement of the study on objectives of the adequacy of road user chargesProject and the Program; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through D Part C of the Project through SABMI, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC each of the Companies to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC each of the Companies to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant . (b) Without limitation upon the provisions of paragraph (a) of this Section, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall carry out Part C of the Project in accordance with the Implementation Program set forth in Schedule 5 to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsAgreement. (c) Without limitation upon the provisions of paragraph (a) (ii) of this Section and except as the Borrower and the Association shall otherwise agreeSection, the Borrower shall carry out Parts A through D of allow the Project Ningbo Company and the Tongling Company each to implement the shareholding system as provided in accordance with the Implementation Program set forth in Schedule 4 Ningbo Charter and Tongling Charter, respectively, to this Agreementthe full extent permitted under applicable law. (da) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan the equivalent of: (i) eight million dollars ($8,000,000) to GRC the Ningbo Company, through Ningbo Municipality; (ii) forty-five million nine hundred thousand dollars ($45,900,000) to the Tongling Company, through Anhui Province; and (iii) twenty-five million two hundred thousand dollars ($25,200,000) to the Zhongguo Company, through Nanjing Municipality, under a subsidiary loan agreement Subsidiary Loan Agreements to be entered into between the Borrower and GRCeach of Ningbo Municipality, Anhui Province and Nanjing Municipality, and between Ningbo Municipality, Anhui Province and Nanjing Municipality and the Ningbo Company, the Tongling Company and the Zhongguo Company, respectively, under terms and conditions which shall have been approved by the Association Bank which shall include include, inter alia, those specified in paragraph (b) of this Section. (b) Except as the Bank shall otherwise agree, the relending terms and conditions shall include, inter alia: (i) interest payable at 110% of the variable rate payable under Section 2.05 of 8% per annum, this Agreement; (ii) commitment charges calculated in accordance with Section 2.04 of this Agreement; (iii) repayment period of over 20 15 years, including seven years a grace period of grace, and the five years; (iv) foreign exchange risk to be borne by GRCthe respective Company; and (v) amortization of the interest during construction. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement Agreements in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereofAgreements to affect the provisions of paragraph (b) of this Section. (d) The Borrower shall make three million six hundred thousand dollars ($3,600,000) out of the proceeds of the Loan available to the Project Institutes through SABMI on terms and conditions satisfactory to the Bank. Section 3.023.03. The Borrower shall maintain the Project Coordination Group established within SABMI to coordinate the implementation of the Project, with staff and responsibilities acceptable to the Bank. Section 3.04. Except as the Association Bank shall otherwise agree, procurement of the goods, works goods and consultants’ services required for Part C of the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.033.05. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A.1, A.2 and B of the Project shall be carried out by GRC the Tongling Company, the Ningbo Company and the Zhongguo Company, respectively, pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC the Federation and MWSU to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC the Federation and MWSU, therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC the Federation and MWSU to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC the Federation which shall on-lend the proceeds of the Credit to MWSU under a subsidiary loan agreement Subsidiary Credit Agreement to be entered into between the Borrower Borrower, the Federation and GRCMWSU, under terms and conditions which shall have been approved by the Association which shall include the following: (i) the Borrower shall relend to the Federation which shall then onlend to MWSU an amount in Dollars equivalent to the amount of the Credit allocated from time to time to the Categories set forth in the table in paragraph A.1 of Schedule 1 to this Agreement; (ii) the term of the Subsidiary Credit shall be 35 years, including a 10-year grace period; (iii) the Borrower shall charge the Federation which shall charge the MWSU a commitment charge at a rate equal to the rate payable under Section 2.04 of this Agreement, on the principal amount to of the Subsidiary Credit not withdrawn from time to time; (iv) interest shall be charged on the outstanding balance of the Subsidiary Credit at a rate equal to the rate of 8% per annum, repayment the service charge payable by the Borrower under Section 2.05 of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC.this Agreement; (ev) The Borrower shall exercise its rights under the principal amount of the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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 repaid by the provisions of Schedule 3 to this Agreement. Section 3.03. The Borrower Federation and MWSU in Dollars and shall be the Association hereby agree that the obligations set forth equivalent in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 Dollars (determined as of the General Conditions (relating to insurance, use date or respective dates of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectivelyrepayment) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 value of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 currency or currencies withdrawn from the Road Fund and the capital budget Credit Account on account of expenditures for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when requiredProject; and (evi) ensure that the proceeds Borrower shall have the right to require modification in the repayment terms of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges Subsidiary Credit in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold conformity with the Association annual joint reviews provisions of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.Section

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D Part A.1 of the Project through its Ministry of Agriculture with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering financial and transporta- tion technical irrigation practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC ON and BNDA to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC ON and BNDA therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC ON and BNDA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon The Borrower shall: (i) relend the provisions proceeds of paragraph the African Facility Credit, which may from time to time be allocated to Categories 1 (a) of this Section , 2 (a) , 2 (b) , 2 (d) , 3 (a) , 3 (c) and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D 4 of the Project in accordance with the Implementation Program table set forth in Schedule 4 I to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 , to GRC ON under a subsidiary loan agreement Subsidiary Loan Agreement to be entered into between the Borrower and GRCON, under terms and conditions which shall have been approved by the Association Administrator and which shall include interest at the a rate of 8% three percent (3%) per annumannum and a thirty year repayment period including a grace period of ten years; and (ii) make the proceeds of the African Facility Credit which may from time to time be allocated to Categories I (b), repayment of over 20 years2 (c), including seven years of grace2 (e), 3 (b) , and 5 of the foreign exchange risk table mentioned above available to be borne by GRCON on a grant basis. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Administrator and to accomplish the purposes of the CreditCredit and, and except as the Association Administrator shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Administrator 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 African Facility Credit shall be governed by the provisions of Schedule 3 I to this the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shalltake all necessary measures required on its part to: (a) maintain ensure that ON: (i) at all times buys paddy and sells rice in accordance with the existing Road Fund provisions of the Contract-plan; (ii) charges custom- mill services at full cost at least all times; (iii) collects water charges at the rate of CFAF 28,000 per hectare on all rehabilitated perimeters commencing with the first crop harvested on said perimeters after their rehabilitation; and (iv) increases water charges each year by a percentage agreed upon with the Association so as to achieve: (A) on any rehabilitated perimeter three years after its 1989 funding rehabilitation an overall increase of 25% over and above the level of charges collected on such perimeters as of the first year of its rehabilitation, plus the required adjustment for inflation determined by the Borrower’s consumer price index or any other measure of inflation satisfactory to the Association; and (B) on any rehabilitated perimeter seven years after its rehabilitation an overall increase of 70% over and above the level of charges collected on such perimeter as of the first year of its rehabilitation, plus the required adjustment for inflation determined as provided in real termssubparagraph (A) above; (b) allocate a minimum further to the provisions of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program sub-paragraph (a) (iv) above cause ON to increase water charges no later than January 1 of MRHeach subsequent year so as to generate funds sufficient to cover ON’s costs attributable to water distribution operations; (c) allocate not later than September 30, 1988, conclude with ON an agreement satisfactory to the Administrator to determine the legal, financial and accounting regime of fixed assets belonging to the public domain but whose operation and maintenance is entrusted to ON, including a minimum detailed inventory of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wagessuch assets; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needscause ON to: (i) accruals to implement the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when requiredContract-plan; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC each Project Agency to perform in accordance with the provi- sions provisions of the its respective Project Agreement all the obligations of GRC each Project Agency therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC TPE, TUBITAK/UME, TUBITAK/MAM and TTGV to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon The Borrower shall make available to the provisions respective Project Agency the proceeds of paragraph the Loan allocated from time to time to Categories (a1), (2), (3) and (4) of this Section and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program table set forth in Schedule 4 1 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC , all under a subsidiary loan agreement Subsidiary Finance Agreements to be entered into between the Borrower and GRC, the respective Project Agency under terms and conditions which satisfactory to the Bank. Except as the Bank shall have been approved by the Association which otherwise agree, such terms and conditions shall include interest at the rate following: (i) the Borrower shall make available to the respective Project Agency as Subsidiary Finance an amount in Dollars equivalent to the amount of 8% per annumthe Loan allocated from time to time to Category (1), repayment (2), (3) or (4) of over 20 the table set forth in Schedule 1 to this Agreement; (ii) the Borrower shall make available the principal amount of each Subsidiary Finance to each Project Agency as follows: (a) TPE – twenty-five percent (25%) loan and seventy-five percent (75%) grant; (b) TUBITAK/UME – twenty-five percent (25%) loan and seventy-five percent (75%) grant; (c) TUBITAK/MAM – twenty-five percent (25%) loan and seventy-five percent (75%) grant; and (d) TTGV – fifty percent (50%) loan and fifty percent (50%) grant for Sub-finance and one hundred percent (100%) grant for all other components; (iii) the term of each Subsidiary Finance made as a loan shall be 17 years, including seven years a 5 year grace period; (iv) the Borrower shall not charge any interest on the principal amount of grace, the Subsidiary Finance withdrawn and outstanding from time to time by any Project Agency; and (v) the foreign exchange risk principal amount of each Subsidiary Finance made as a loan shall be repaid by each Project Agency in Dollars and shall be the equivalent in Dollars (determined as of the date or respective dates of repayment) of the value of currency or currencies withdrawn from the Loan to be borne by GRCfinance the respective Subsidiary Finance. (ec) The Borrower shall exercise its rights under the each Subsidiary Loan Finance Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the any Subsidiary Loan Finance Agreement or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC each Project Agency, pursuant to Section 2.03 of the its respective Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC UMG to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC UMG therein set forth, shall take and or cause to be taken all actionactions, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC UMG to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC UMG under a subsidiary loan agreement to be entered into between assumed by the Borrower and GRCfrom Kazakhoil with UMG, under terms and conditions which shall have been approved by the Association which Bank including the following: (i) the term of the Subsidiary Loan shall include be twelve (12) years, including a four (4) year grace period; (ii) the Borrower shall charge a commitment fee at a rate equal to the rate of commitment charge payable under Section 2.04 of this Agreement; (iii) the Borrower shall charge interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at the rate not less than payable by the Borrower under Section 2.05 of 8% per annum, repayment this Agreement; and (iv) the principal amount of over 20 years, including seven years the Subsidiary Loan shall be the equivalent in Dollars (determined as of grace, and the foreign exchange risk to be borne by GRCdate or respective dates of repayment) of the value of currency or currencies withdrawn from the Loan Account on account of expenditures for the Project. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works (including Technical Services), and consultants’ services required for the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC UMG pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain , jointly with UMG, implement the existing Road Fund at at least its 1989 funding level Short-term Working Capital Financing Plan, in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals manner satisfactory to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenanceBank. Section 3.05. The Except as the Bank shall otherwise agree, the Borrower shall: : (a) furnish to prepare a Privatization Implementation Plan based on terms of reference agreed with the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user chargesBank; and and (b) thereafter increase implement the said charges plan in accordance with a timetable acceptable manner satisfactory to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994Bank. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable take all reasonable steps to the Associationensure that UMG crude oil is marketed in a commercially appropriate manner. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A through D F, G and H of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC ESCOM to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC ESCOM to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out an amount not exceeding the equivalent of fifty-three million seven hundred fifty thousand dollars ($53,750,000) from the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC ESCOM under a subsidiary loan agreement to be entered into between the Borrower and GRCESCOM, under terms and conditions which shall have been approved by the Association which shall include repayment of principal in twenty years including a grace period of five (5) years, the payment of interest at the rate of 87.23% per annum, repayment of over 20 years, including seven years of grace, annum and the foreign exchange risk to be borne by GRCESCOM. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part Parts A through E of the Project shall be carried out by GRC ESCOM pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain The Borrower shall cause EPD to supervise the existing Road Fund at at least its 1989 funding level in real terms;implementation of Part F of the Project and the implementation, with effect from April 1, 1993, of the recommendations of the ongoing study on energy pricing taking due account of the Association’s views on such recommendations; and (b) allocate a minimum The Borrower shall cause PCC and TCC to supervise the implementation of $36 million equivalent in 1991, $38 million equivalent in 1992 Parts G and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds H of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenanceProject, respectively. Section 3.05. The Borrower shall, until the completion of the Project: (a) furnish to annually consult with the Association, not later than June 30, 1992, the findings of the study Association and ESCOM on the adequacy of road user chargesIPPS; and (b) thereafter increase said charges not cause ESCOM to undertake any capital investment in accordance with a timetable acceptable excess of five million dollars ($5,000,000) equivalent for any one project not included in the IPPS unless the technical and economic justification of such project is satisfactory to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994Association. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable take all measures necessary to the Association. Section 3.07. The Borrower shall establishconclude, or to enable ESCOM to conclude, by not later than June 30, 1991, a coordinating committee 1993 appropriate financing agreements for improving the organization carrying out of the transmission and efficiency distribution reinforcement works under Parts C and D of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associationsProject. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, without any limitation or restriction upon any of its other obligations under the Loan Agreement, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering financial and transporta- tion practices, environmental practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (da) The Borrower shall relend make available out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan the amounts allocated from time to GRC time to Categories (1) (a) and (2) (a) of the table in paragraph 1 of Schedule 1 to this Agreement to Participating Local Governments and Participating PDAMs under a subsidiary loan agreement to be agreements entered into between the Borrower and GRCeach Participating Local Government and the Borrower and, each Participating PDAM, respectively, under terms and conditions which shall have been approved by the Association Bank, which shall include include, inter alia, the following principal terms and conditions: (i) the amount repayable under each Subsidiary Loan shall be the Rupiah equivalent at the time of withdrawal of such proceeds of the Loan; (ii) the interest on the principal amount withdrawn and outstanding of a Subsidiary Loan shall be payable at a fixed annual rate of 11.75%; (iii) the commitment charge shall be payable on the amount so on-lent but not yet withdrawn from time to time at the rate payable by the Borrower in accordance with Section 2.04 of 8% per annum, this Agreement; and (iv) the repayment period of over 20 each Subsidiary Loan shall be up to twenty (20) years, including seven years a grace period of grace, and the foreign exchange risk up to be borne by GRCfive (5) years. (eb) The Borrower shall make available out of the proceeds of the Loan to the Participating Local Governments and Participating PDAMs, on a grant basis, the amount allocated from time to time to Categories (1)(b), (2)(b), and (3)(b) of the table in paragraph 1 of Schedule 1 to this Agreement, in accordance with terms and conditions which shall have been approved by the Bank. (c) The Borrower shall enter into a provincial program implementation memorandum with East Java on terms and conditions satisfactory to the Bank including those set forth in Part A.1 of Schedule 5 to this Agreement. (d) The Borrower shall exercise its rights under the Subsidiary Loan Agreement Agreements and Provincial Program Implementation Memorandum in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the Credit, Project and except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any of the Subsidiary Loan Agreement Agreements or the Provincial Program Implementation Memorandum or any provision thereof. Section 3.023.03. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.033.04. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and purposes of Section 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall without any limitation or restriction upon any of its other obligations under the Loan Agreement, shall: (i) through DOH, carry out Parts (x) Part A through D of the Project in DOH-owned health facilities and their relevant Catchment Areas, and (y) Part B of the Project; and (ii) through DOH, cause LGU Beneficiaries to carry out Part A of the Project in LGU-owned health facilities and their relevant Catchment Areas; in each case with due diligence and efficiency and in conformity with appropriate administrative, financialeconomic, engineering financial and transporta- tion practicespublic health practices and sound environmental and social standards acceptable to the Bank, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions execution of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligationsProject, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The Borrower shall relend out shall, in respect of activities under Part A of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement Project to be entered into between carried out by LGUs in LGU-owned health facilities and their respective Catchment Areas, make available to LGU Beneficiaries (other than Sorsogon Province, Surigao del Sur Province and Iloilo City) the Borrower and GRC, Loan proceeds allocated to Subproject Financing under Category 6 in the table in Part A of Schedule 1 to this Agreement. The Loan proceeds shall be made available under terms and conditions which shall have been approved by satisfactory to the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agreeBank. To that end, the Borrower shall not assignmake such funds available to each LGU Beneficiary (other than Sorsogon Province, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works Surigao del Sur Province 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 Iloilo City) under a Subproject Financing Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC HZ to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC HZ therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC HZ to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon to the provisions generality of the Borrower’s obligation under paragraph (a) of this Section and except as the Borrower and the Association shall otherwise agreeSection, the Borrower shall carry out Parts A through D take all necessary measures to ensure timely implementation by the ministries and other agencies of the Project Borrower of actions required on their part towards (i) the carrying out of measures included in the Program, and (ii) the preparation of the Business Plan in accordance with the Implementation Program set forth in provisions of paragraph 2 of Schedule 4 2 to this the Project Agreement. (dc) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC HZ (the Subsidiary Loan) under a subsidiary loan agreement to be entered into between the Borrower and GRCHZ, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 yearsBank, including seven years the obligation of grace, and the foreign exchange risk to be borne by GRC.HZ: (ei) The Borrower shall exercise its rights to make debt service payments under the Subsidiary Loan Agreement in such manner as Deutsche Mark; (ii) to protect repay the interests principal amount of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as withdrawn and outstanding over the Association shall otherwise agree, procurement same period and on the same dates specified for the amortization 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 Loan in accordance with the provisions of Schedule 3 to this Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (eiii) ensure that to pay on the proceeds dates specified in Section 2.07 of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shallthis Agreement: (aA) furnish to a commitment charge on the Association, not later than June 30, 1992, the findings unwithdrawn amount of the study Subsidiary Loan at the rate specified in Section 2.05 of this Agreement, minus any waiver thereof as may be determined from time to time by the Bank; and (B) interest on the adequacy amount of road user charges; and (b) thereafter increase said charges the Subsidiary Loan withdrawn and outstanding at an annual rate determined in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994provisions of Section 2.06 of this Agreement. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC the Project Provinces to perform in accordance with the provi- sions provisions of the Project Agreement all the of their respective obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC the Project Provinces to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds . (b) For the purpose of carrying out each Project Province’s Respective Part of the Project, the Borrower shall make available to be provided to GRC pursuant to this paragraph shall include: said Project Province part of the proceeds of the Credit on the following principal terms: (i) funds cover-ing GRC’s share the principal amount so made available to said Project Province shall be the equivalent in terms of required counterpart funds for capital expenditures for each quarter SDRs (determined as of the year date, or respective dates, of withdrawal from the Credit Account) of the value of the currency or currencies so withdrawn on account of the cost of items required for said Project Province’s Respective Part of the Project and to be paid financed out of the proceeds of the Credit (the Credit Amount); (ii) the Borrower shall recover the Credit Amount from said Project Province in dollars (determined as of the date or dates of recovery) in semi-annual installments over a period of 17 years, inclusive of a grace period of 5 years; (iii) the Borrower shall charge said Project Province a service charge on the Credit Amount withdrawn and outstanding from time to time, at a rate which shall not exceed the charge payable by the Borrower from time to GRC before the end time pursuant to Section 2.05 of each quarterthis Agreement; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and and (iv) an annual the Borrower shall charge said Project Province a commitment fee on the principal amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be Credit so made available quarterly in advance, subject and not withdrawn from time to GRC providing proof time at a rate which shall not exceed one half of spending and/or commitment in the following six monthsone percent (0.5%) per annum. (c) 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 Parts A through D of take the Project in accordance with the Implementation Program actions set forth or referred to in Schedule 4 to this Agreement. (d) The Borrower shall relend out , in order to ensure the proper implementation of the proceeds Project and the achievement of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision objectives thereof. 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 1 to this the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC each Project Province in respect of its Respective Part of the Project pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project through its respective agencies and entities with due diligence and efficiency effi- ciency and in conformity with appropriate administrative, financial▇▇▇▇▇- cial, engineering and transporta- tion transport practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in para- graph 5 of Schedule 4 5 to this Agreement, and shall take and cause to be taken all action, including the provision of funds, facili- ties, services and other resources necessary or appropriate to enable DNPCF, CFM (C), CFM (N), CFM (S), BCA and SETEP to perform their respective obligations under the Beira Corridor Implementa- tion Agreement, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (dc) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding the equivalent of SDR 10,100,000 31,000,000 to GRC DNPCF under a subsidiary loan agreement to be entered into between the Borrower and GRCDNPCF, under terms and conditions which shall have been approved by the Association and which shall include include, inter alia: (i) repayment of principal over thirty (30) years, including five (5) years of grace; (ii) an interest at the rate of 87.65% percent per annum, repayment of over 20 years, including seven years of grace, ; and (iii) the foreign exchange risk to be borne by GRCDNPCF. (ed) The Borrower shall exercise its rights under the Subsidiary Sub- sidiary Loan Agreement in such manner as and the Beira Corridor Implementation Agreement to protect the interests of the Borrower and the Association Asso- ciation, and to accomplish the purposes of the CreditCredit and, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement said Agreements or any provision provi- sions thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: : (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991not later than Decem- ber 31, $38 million equivalent in 1992 1990, complete and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30for its review and comments, 1992, the findings of the study proposals based on the adequacy results of road user chargesstudies on the commercial development of areas adjacent to the Port of Beira carried out by BCA, to formulate feasible ways to increase private sector participation in port and railway-related activities in- cluding inter alia warehousing and container freight stations; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower SLB declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement andthe Loan Agreement, and to this end, shall carry out Parts A through Part D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion educational practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the carrying out of Part D of the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association shall otherwise agreeSection, the Borrower SLB shall carry out Parts A through Part D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this AgreementSLB Regulation and the Annual Programs. (dc) The Borrower Without limitation to the provisions of paragraph (a) of this Section, the SLB shall relend out furnish to the Bank, for its approval, not later than September 30 of each year, the SLB’s program for providing credits under Part D.1 of the proceeds of Project for the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement following year and for collecting outstanding loans, including arrears, during the following year, such program to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower detail and the Association and to accomplish the purposes of the Credit, and except scope as the Association Bark shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereofreasonably request. 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 3.032.02. The Borrower and the Association hereby agree that SLB shall carry out the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.06 and 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, schedules and records and reports, maintenance and land acquisition, respectively) in respect of the Project Agreement and Part E D of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project AgreementProject. Section 3.042.03. The Borrower SLB shall duly perform all its obligations under the Subsidiary Agreement. Except as the Bank shall otherwise agree, the SLB shall not. take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Agreement or any provision thereof. Section 2.04. Without limitation to other provisions of this Agreement, the SLB shall: (a) maintain , except as otherwise agreed by the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needsBank: (i) accruals to carry out the Road Fund, monthly actions described in advancethe Plan of Action in accordance with its terms and in accordance with the timetable set forth therein; and (ii) amounts allocated in not later than September 30 of each year furnish to the budget Bank for road mainte- ▇▇▇▇▇, as its review and when required; andcomment a report on the progress of implementing the Plan of Action. (ea) ensure that The SLB shall, at the request of the Bank, exchange views with the Bank with regard to the progress of Part D of the Project, the performance of its obligations under this Agreement, the Subsidiary Agreement, and other matters relating to the purposes of the Loan. (b) The SLB shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Part D of the Project, the accomplishment of the purposes of the Loan, or the performance by the SLB of its obligations under this Agreement and the Subsidiary Agreement. (a) The SLB shall, not later than November 30 of each year, exchange views with the Bank on the eligibility criteria for selecting the beneficiaries of the credits under Part D of the Project and on the interest rate applied to such credits. (b) Promptly after such exchange of views, the SLB shall take all action as shall be necessary, including amendments to the SLB Regulation, to put into effect the recommendations made by the Bank as a result of the exchange of views mentioned in paragraph (a) above. Section 2.07. Except as the Bank shall otherwise agree, procurement of goods required for Part D of the Project and to be financed out of the proceeds of the Road Fund Loan shall be utilized exclusively for governed by the payment to contractors and the Mobile Maintenance Units provisions of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish Schedule 4 to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994Loan Agreement. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project through SFA and the Project Provinces with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering forestry, environmental protection and transporta- tion management practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (da) The Borrower shall relend out make available to each of the Project Provinces the portion of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan corresponding to GRC the cost of goods, works and services required for its activities under a subsidiary loan agreement Part C of the Project and to be entered into between financed out of the Borrower and GRCLoan, under on the following terms and conditions which shall have been approved conditions: (i) repayment by the Association which shall include Project Province of its Loan Allocation over a period of 16 years, inclusive of a grace period of 7 years; (ii) payment by the Project Province of interest on the principal amount of its Loan Allocation withdrawn and outstanding from time to time at the rate payable by the Borrower pursuant to Section 2.06 of 8% per annum, repayment this Agreement; and (iii) payment by the Project Province of over 20 years, including seven years a commitment charge on the principal amount of grace, and its Loan Allocation not withdrawn from time to time at the foreign exchange risk rate payable by the Borrower pursuant to be borne by GRCSection 2.05 of this Agreement. (eb) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests cause each of the Borrower and Project Provinces to re-lend the Association and proceeds of its Loan Allocation in accordance with the provisions of paragraph D.8 of Schedule 5 to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereofthis Agreement. Section 3.023.03. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.033.04. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Project, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC the City to perform in accordance with the provi- sions provisions of the Project Subsidiary Loan Agreement all the obligations of GRC the City therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC the City to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall cause the City to carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (dc) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan to GRC the City (a Subsidiary Loan) under a subsidiary loan agreement the Subsidiary Loan Agreement to be entered into between the Borrower and GRCthe City, under terms and conditions which shall have been approved by the Association which Bank, including but not limited to the following: (i) the principal amount of the Subsidiary Loan shall include interest at be repaid by the rate of 8% per annum, repayment of City in Dollars to the Borrower in equal semiannual installments over 20 fifteen (15) years, including seven years a grace period of gracefive (5) years; (ii) the principal amount of the Subsidiary Loan repayable by the City shall be the equivalent in Dollars (determined as of the date, or respective dates, of repayment) of the value of the currency or currencies withdrawn from the Loan Account or paid out of their respective Special Account on account of expenditures for the Project; (iii) the Borrower shall charge interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at a rate of 200 basis points above the foreign exchange risk rate payable under Section 2.06 of this Agreement; and (iv) the terms and conditions specified in paragraph 4 of Schedule 5 to be borne by GRCthis Agreement. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works works, and consultants’ services required for the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. The Borrower and For the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, purposes of Section 9.07 and 9.08 of the General Conditions (relating to insuranceand without limitation thereto, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road Fund, monthly in advance; Bank and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, Bank not later than June 30six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, 1992, a plan for the findings future operation of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A through D A, B (b) and C of the Project through MINAGRI and Part E of the Project through MINSANTE, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, the Borrower shall cause GRC UTAVA and CFC to perform all their respective obligations set forth in accordance with the provi- sions of the UTAVA Project Agreement all and the obligations of GRC therein set forth, CFC Project Agreement; shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC UTAVA and CFC to perform such obligations, ; and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and and, except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D A, B (b), C and E of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (c) The Borrower shall make available to UTAVA on a grant basis the proceeds of the Loan allocated to Categories (8) and (9) of the table set forth in paragraph 1 of Schedule 1 to this Agreement under a grant agreement to be entered into between the Borrower and UTAVA, under terms and conditions which shall have been approved by the Bank. (d) The Borrower shall relend out of shall: (i) make available to CFC, on a grant basis, the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan allocated to GRC Category (11) of the table set forth in paragraph 1 of Schedule 1 to this Agreement; and (ii) relend to CFC the proceeds of the Loan allocated to Category (10) of said table, under a subsidiary loan agreement to be entered into between the Borrower and GRCCFC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCBank. (e) The Borrower shall exercise its rights under the UTAVA Grant Agreement and the CFC Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan and, and except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the UTAVA Grant Agreement, the CFC Subsidiary Loan Agreement Agreement, or any provision thereof. Section 3.02. (a) Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. (b) Without limitation to its obligations under paragraph (a) of this Section and subject to the provisions of said paragraph, the Borrower shall employ a specialized non-governmental organization, satisfactory to the Bank, to assist in the technical coordination of Part E of the Project. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts B(a) and D of the Project shall be carried out by GRC UTAVA and CFC, respectively, pursuant to Section 2.03 of the UTAVA Project Agreement and of the CFC Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A C.4 through D C.7 of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC RBM to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all actionactions, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC RBM to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A C.4 through D C.7 of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out of make available nineteen million Special Drawing Rights (SDR 19,000,000) from the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC RBM under a subsidiary loan agreement the RBM Agreement to be entered into between the Borrower and GRCRBM, under terms and conditions which shall have been approved by the Association and which shall include interest include, inter alia, (i) an undertaking by RBM to make loans to PFIs under PFI Agreements to be entered into with each PFI for financing Investment Projects under Parts A and B of the Project, under the terms and conditions specified in the Project Agreement; and (ii) that the proceeds of the Credit shall be relent at the rate Reference Rate; (iii) an undertaking by RBM to collect from and transfer to the Borrower, all payments of 8% per annuminterest and repayments of principal from PFIs under PFI Agreements after retaining as a service charge, repayment an amount not exceeding one-half of over 20 years, including seven years of grace, one percent from the interest paid by PFI’s; and (iv) an undertaking by the Borrower to bear the foreign exchange risk risk. (d) The Borrower shall make available from the proceeds of the Credit as grants: (i) to be borne by GRCRBM (A) an amount equivalent to two hundred eighty thousand Special Drawing Rights (SDR 280,000) for the carrying out of Part C.1 of the Project; (B) an amount equivalent to six hundred twenty-five thousand Special Drawing Rights (SDR 625,000) for financing activities under Part C.2 of the Project; and (C) an amount equivalent to one hundred twenty-five thousand Special Drawing Rights (SDR 125,000) to finance technical assistance under Part C.3 of the Project; and (ii) to INDEBANK, an amount equivalent to two hundred forty-five thousand Special Drawing Rights (SDR 245,000) for carrying out Part C.6 of the Project; and (iii) to MDC, an amount equivalent to four hundred eighty-five thousand Special Drawing Rights (SDR 485,000) for carrying out Part C. 7 of the Project. (e) The Borrower shall exercise its rights under the Subsidiary Loan RBM Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan RBM Agreement or any provision thereof. 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A, B and C.1 through C.3 of the Project shall be carried out by GRC RBM pursuant to Section 2.03 2.07 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June April 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance take all measures necessary to establish an Investment Promotion Agency with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable reference, including staffing levels, costs and procedures, satisfactory to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts A through D Part C of Schedule 2 of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC KT to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC KT to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out in Dollars a portion of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC KT under a subsidiary loan agreement to be entered into between the Borrower and GRCKT, under terms and conditions which shall have been approved by acceptable to the Association which shall include a variable interest at rate equal to the rate current IBRD lending rate, adjustable each six months, a grace period of 8% per annum, five years followed by a repayment period of over 20 years, including seven 15 years of grace, and the foreign exchange risk to be borne by GRCKT. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works goods and consultants’ services required for Part C of 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Parts A and B of the Project shall be carried out by GRC KT pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall without any limitation or restriction upon any of its other obligations under this Agreement, shall: (i) carry out Parts Part A through D of the Project through MAWR; (ii) carry out Part B of the Project through the PSC, OVSC and SMC; (iii) carry out Part C (1) of the Project through ASC; and (iv) with respect to Part C (2) of the Project, cause GAC to perform in accordance with the provisions of the Project Agreement all the obligations of GAC therein set forth, all with due diligence and efficiency and in conformity with appropriate administrative, financialenvironmental, engineering and transporta- tion agricultural practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, resources required for the Project and necessary or appropriate to enable GRC GAC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Administrator shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out of the proceeds of the Interim Fund Credit an amount not exceeding SDR 10,100,000 allocated from time to GRC time to Category (2) (b) of the table set forth in Paragraph 1 of Schedule 1 to this Agreement to GAC under a subsidiary loan agreement to be entered into between the Borrower and GRCGAC, under terms and conditions which shall have been approved by the Association Administrator and which shall include the following terms and conditions: (i) the Borrower shall relend said proceeds in Yemeni Rials, converted at the market rate of exchange in effect on the date of disbursements under the Subsidiary Loan, (ii) repayments of principal under the Subsidiary Loan Agreement shall be made in twenty-six equal semi-annual installments, commencing on April 15, 1999, and ending on October 15, 2012; and (iii) interest charges shall be paid on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at a market rate of interest equal to the rate of 8% per annum, repayment the longest term of over 20 years, including seven years Treasury Securities issued by the Government of grace, Yemen plus a premium of 0.25 percent and on the foreign exchange risk to be borne by GRCsame dates stipulated under Section 2.06 of this Agreement. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association Administrator and to accomplish the purposes of the Credit, and except as the Association Administrator shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Administrator shall otherwise agree, procurement of the goods, works works, and consultants’ services required for the Project and to be financed out of the proceeds of the Interim Fund Credit shall be governed by the provisions of Schedule 3 to this Agreement. Section 3.03. For the purposes of Section 9.07 of the General Conditions and without limitation thereto, the Borrower shall: (a) prepare, on the basis of guidelines acceptable to the Administrator, and furnish to the Administrator 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 Administrator, a plan for the future operation of the Project; and (b) afford the Administrator a reasonable opportunity to exchange views with the Borrower on said plan. Section 3.04. The Borrower and the Association Administrator hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E C (2) of the Project shall be carried out by GRC GAC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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 Parts A through D of the Project through NTA with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering financial and transporta- tion educational practices, and shall provide, provide promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of make the proceeds of the Credit an amount not exceeding SDR 10,100,000 available to GRC NTA, as a grant, under a subsidiary loan participation agreement to be entered into between the Borrower and GRCNTA, under terms and conditions which shall have been approved by the Association Association, and which shall, inter alia, require NTA to: (i) allocate, by December 31, 1995, a weekly one-hour of network time to the transmission of educational materials, and increase said transmission to three hours every week by project completion; (ii) introduce, no later than the fourth year of the Project, an annual budget line of ten percent (10%) of equipment costs for depreciation; (iii) introduce, no later than the fifth year of the Project, a budget item of ten percent (10%) of equipment costs for maintenance and spare parts; (iv) make funds available to pay staff salaries, cover administrative costs and other recurrent expenditures; (v) use the ETU site, all the time throughout the useful life of the facilities, solely for the production of project related materials; (vi) establish a Steering Group and a Working Committee, each in a form and with functions satisfactory to the Association, the membership of which shall include interest at a representative of FMIC; and (vii) define, in detail, the rate of 8% per annum, repayment of over 20 years, including seven years of grace, accounting system and the foreign exchange risk to be borne by GRCmanagerial structure of ETU. (ec) The Borrower shall carry out or cause to be carried out the actions specified in Schedule 4 to this Agreement to the satisfaction of the Association. (d) The Borrower shall exercise its rights under the Subsidiary Loan Participation Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the CreditCredit and, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Participation Agreement or any provision thereof. Section 3.02. The Borrower shall cause NTA to open and thereafter maintain in NTA’s name, in a commercial or merchant bank satisfactory to the Association, a Project Account in Naira into which NTA shall deposit an initial amount equivalent to seventy thousand dollars ($70,000) from its own resources and shall thereafter quarterly replenish the Project Account by depositing the required counterpart contributions provided by NTA, in accordance with the estimated requirements as determined by the Association and the Borrower. Section 3.03. 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 3.033.04. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project AgreementNTA. Section 3.04. The Borrower shall: (a) maintain The Borrower shall cause NTA to carry out, in collaboration with FMIC, no later than three years after the existing Road Fund at at least its 1989 funding level Effective Date, jointly with the Association, a mid-term review of the Project. The mid-term review, inter alia, shall examine the technical assistance phasing out, local staff involvement in real terms;the production and distribution, the 26 episodes of pre-school videos produced, the one hour per week of instructional and development network programming, the distribution of the first batch of bought- in videos, and the first formative evaluation. (b) allocate a minimum The Borrower shall cause FMIC and NTA to implement all corrective measures arising out of $36 million equivalent in 1991, $38 million equivalent in 1992 the mid-term review and $39 million equivalent in 1993 from agreed with the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH;Association. (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals Three months prior to the Road Fundreview, monthly in advance; FMIC and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund NTA shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, Association all relevant documents showing progress attained in carrying out the findings objectives of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994Project. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee shall: (i) no later than December 31, 1995, cause NTA to carry out, in collaboration with functions FMIC, the research studies referred to in Part C.6 of the Project; and terms of reference acceptable (ii) promptly thereafter cause NTA to furnish to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee Association the findings of the studies for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association’s review and comment.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall cause CAS to carry out Part A of the Project and NEPA to carry out Parts A through D B and C of the Project Project, with due diligence and efficiency and in conformity with the Project Plan Documents and appropriate administrative, financial, engineering technical and transporta- tion administrative practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts cause: (i) Part A through D of the Project to be carried out by CAS and Parts B and C (except Part B.4) of the Project to be carried out by NEPA in accordance with the Implementation Program set forth in Schedule 4 to this Agreement; and (ii) Subloans under Part B.4 of the Project to be made by NEPA through an FI in accordance with Schedule 6 to this Agreement. (dc) The Borrower shall relend onlend the proceeds of the Credit to CAS for purposes of carrying out Part A of the Project, and to NEPA for purposes of carrying out Parts B and C of the Project, on the following principal terms and conditions: (i) repayment of the proceeds of the Credit an amount so onlent over a period not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement twenty years, including five years of grace; (ii) interest to be entered into between paid on the Borrower and GRC, under terms and conditions proceeds of the Credit which shall have been approved by the Association which shall include interest so onlent and are outstanding at the rate of 8% one percent per annum, repayment of over 20 years, including seven years of grace, and the ; and (iii) all foreign exchange risk risks to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement CAS in such manner as to protect the interests respect of expenditures made on account of Part A of the Borrower Project, and the Association by NEPA in respect of expenditures made on account of Parts B and to accomplish the purposes C of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereofProject. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works goods 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement andAgreement, and to this end, shall shall: (i) carry out out, through IEF, and under the coordination of its SEPLAN-MG, Parts A through B, C and D of the Project with due diligence and efficiency and in conformity with appropriate administrativeeconomic, financial, engineering financial and transporta- tion forestry practices, and shall provide, promptly as neededneeded and in a timely manner, the funds, facilities, services and other resources required for the Project. , and (bii) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC BDMG to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC BDMG therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC BDMG to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower Bank and the Association Borrower shall otherwise agree, the Borrower shall carry out Parts A through D purchase or assign, on an exclusive basis, the vehicles and equipment required for the timely execution of the Project in accordance with the Implementation Program set forth in Schedule 4 to this AgreementProject. (dc) The Borrower shall relend out of make available the proceeds of the Credit an amount not exceeding SDR 10,100,000 Loan allocated for Part A of the Project to GRC BDMG under a subsidiary loan agreement Subsidiary Agreement to be entered into between the Borrower and GRCBDMG, under terms and conditions which shall have been approved by satisfactory to the Association Bank, which shall include the following: (i) that the amounts made available to BDMG will be denominated in cruzados and adjusted in accordance with the variations of the OTN value; (ii) (A) that the interest at rate to be paid by BDMG on amounts disbursed and outstanding will be the rate specified in Section 2.05 of this Agreement, and (B) that notwithstanding the provisions of subparagraph (ii) (A) above, the interest rate to be paid by BDMG shall not exceed 8% per annumannum in respect of amounts disbursed before October 2, 1989 and 9% per annum in respect of amounts disbursed thereafter; (iii) the repayment of over 20 period shall not exceed: (A) 14 years, including seven a grace period not to exceed 7 years in the case of gracethe funds made available by the State for financing Sub-loans for industrial reforestation, and (B) 4 years, including a grace period not to exceed 1 year in the foreign exchange risk case of the funds made available by the State for financing Sub-loans for charcoal infrastructure; (iv) BDMG will not pay any commitment charge on the funds made available to be borne BDMG by GRCthe State under this Section; (v) that the Borrower shall participate in the yearly reviews of onlending terms of Sub-loans referred to in paragraph 2 of Schedule 1 to the Project Agreement; and (vi) that the Borrower and BDMG shall, based on the results of such yearly reviews modify the Subsidiary Agreement accordingly. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the its interests and those of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank shall otherwise agree, procurement of the goods, works and consultants’ services required for Parts A through D of the Project and to be financed out of the proceeds of the Credit Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. (a) The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E A of the Project shall be carried out by GRC BDMG pursuant to Section 2.03 of the Project Agreement. (b) Without limitation to the foregoing and to the reporting and information obligations set forth in the General Conditions, the Borrower, through SEPLAN MG, shall: (i) furnish to the Bank not later than March 31 and September 30 each year, semi-annual reports, of such scope and detail as the Bank shall reasonably request, on the progress of the implementation of the Project; and (ii) no later than June 30 each year, furnish to the Bank an evaluation report, of such scope and detail as the Bank shall reasonably request, including a description of the status of each of the activities included under the Project and an assessment of the benefits and experiences to be derived from them. (c) The Borrower shall cause the annual evaluation reports referred to in paragraph (b) (ii) of this Section to be prepared by independent consultants with experience, qualifications and terms of reference satisfactory to the Bank. Section 3.04. The Borrower shall cause IEF to maintain, for purposes of Parts B, C, and D of the Project, an implementation unit with organization, structure and functions satisfactory to the Bank and staffed with personnel in numbers and with qualifications satisfactory to the Bank. Section 3.05. The Borrower shall maintain in SEPLAN-MG a unit in charge of the overall coordination of the implementation of the Project, with organization, structure and functions satisfactory to the Bank and staffed with personnel in numbers and with qualifications satisfactory to the Bank. Section 3.06. Without limitation to the provisions of Section 3.01 of this Agreement, the Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991not later than October 31 each year, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, Bank a proposed allocation in its next year budget of counterpart funds required for the findings timely execution of the study on the adequacy of road user chargesProject; and (b) thereafter increase said charges in accordance with afford the Bank a timetable acceptable reasonable opportunity to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994comment on such proposed allocation. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project through the Implementing Agencies, all with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering engineering, environmental and transporta- tion resettlement practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. (a) The Borrower shall enter into a project implementation agreement with KMS and PDAM on terms and conditions satisfactory to the Association hereby agree that the obligations Bank including those set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 paragraph 6 of the General Conditions (relating Schedule 5 to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project this Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate The Borrower shall make $68,300,000 and $85,500,000 equivalent out of the proceeds of the Loan available to KMS and PDAM respectively under subsidiary loan agreements satisfactory to the Bank including the following: (i) the interest payable on the principal amount of its subsidiary loan withdrawn by KMS or PDAM from time to time shall be at rates equal to six-month average of three-month Sertifikat Bank Indonesia rates subject to a maximum rate of 14% and a minimum rate equal to the rate of $36 million interest payable under Section 2.05 of this Agreement plus 1.75%; (ii) the commitment charge payable on the principal amount of its subsidiary loan not withdrawn by KMS or PDAM from time to time shall be equivalent in 1991, $38 million equivalent in 1992 to the rate prescribed by Section 2.04 of this Agreement; (iii) the term of each subsidiary loan shall be 20 years; (iv) financial and $39 million equivalent in 1993 from the Road Fund other covenants shall be prescribed for KMS and the capital budget for the periodic road maintenance PDAM as per paragraphs 7 and minor works program 8 respectively of MRH;Schedule 5 to this Agreement. (c) allocate a minimum of $6,500,000 annually from The Borrower shall exercise its rights under the recurrent budget for the period of 1991-1993 for routine road main- tenance materials PIA and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needsSLAs in such manner as to: (i) accruals to protect the Road Fund, monthly in advanceinterests of the Bank and the Borrower; (ii) comply with its obligations under this Agreement; and (iiiii) amounts allocated in achieve the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds purposes of the Road Fund Project, and, except as the Bank shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992otherwise agree, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to not assign, amend, abrogate or waive the AssociationPIA or SLAs or any provisions thereof. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC NWSC to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC NWSC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC NWSC to perform such obligations, shall take all necessary measures to cause DOR to fully collaborate with NWSC in order to ensure that the road cutting activities, which are required for purposes of Parts B and C of the Project, shall take place in a timely and efficient manner, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph The Borrower shall relend to NWSC an amount equivalent to seventeen million five hundred thousand Special Drawing Rights (a) of this Section and except SDR 17,500,000), or such other amount as the Borrower and the Association shall may otherwise agreeagree from time to time, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRCNWSC, under terms and conditions which shall have been approved by the Association which shall include include, inter alia, interest at the a rate of 89% per annum, repayment of over 20 principal in 19 years, including seven years a grace period of grace4 years, and the provision that the Borrower shall bear the foreign exchange risk risk. The Borrower shall make the balance of the Credit available to be borne by GRCNWSC as a grant. (ec) The Borrower shall exercise its rights under the Subsidiary Sub-sidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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 1 to this the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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 Part C of the Project, and carry out Parts A through D A, B, D, E and F of the Project through PWD, all with due diligence and efficiency and in conformity with appropriate administrative, financial, environmental and engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC to perform in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program implementation program set forth in Schedule 4 6 to the ADB Loan Agreement, which is incorporated into this Section of this Agreement as if fully set forth herein, with the following modifications, unless the context requires otherwise: (i) the term "Bank" shall read "International Bank for Reconstruction and Development"; (ii) the term "the closing date for withdrawals from the Loan Account referred to in Section 3.05 of this Loan Agreement" shall read "the Closing Date set forth in Section 2.03 of this Agreement"; and (iii) the term "IBRD Loan" shall read "ADB Loan". (da) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 Schedules 4 and 5 to the ADB Loan Agreement and such Schedules are incorporated into this Agreement.Section of this Agreement as if fully set forth herein, with the following modifications, unless the context requires otherwise: Section 3.03. The Borrower (i) the term "Bank" in such Schedules shall read "International Bank for Reconstruction and Development"; (ii) the Association hereby agree term "Loan" shall read "IBRD Loan"; (iii) such Schedules shall apply provided that contractors, suppliers and consultants from countries that are members of the obligations Bank (and Switzerland) as set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 paragraph 1.5 of the General Conditions (relating to insuranceGuidelines for Procurement under IBRD Loans and ▇▇▇ Credits published by the Bank in May 1985, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant eligible to Section 2.03 of compete in providing such works and consultants’ services; (iv) the Project Agreement. Section 3.04. The Borrower shall: words "road link under (a) maintain (i) of the existing Project" in paragraph 4 of Schedule 4 shall read "Dreketi - Transinsular Road Fund at at least its 1989 funding level under Part A.1 (b) of the Project"; and (v) the words "road link under (a) (iii) of the Project" in real terms;paragraphs 5 and 6 of Schedule 4 shall read "Wainikoro Road under Part A.2 (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenanceProject". Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A through D Part B of the Project through MPU, all with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practicesengineering, and shall environmental practices and provide, promptly as needed, the funds, facilities, services and other resources required for the Project.; and (bii) Without without any limitation or restriction upon any of its other obligations under the Development Credit this Agreement, the Borrower shall cause GRC WWA to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC WWA therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC WWA to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. . (b) The funds Borrower shall make the proceeds of the Loan allocated from time to time to Categories (1) and (2) (a) of the table in paragraph 1 of Schedule 1 to this Agreement available to WWA under an implementation agreement to be provided to GRC pursuant to this paragraph entered into between the Borrower and WWA under terms and conditions which shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid have been approved by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsBank. (c) The Borrower shall exercise its rights under the Implementation Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan and, except as the Bank shall otherwise agree, shall not assign, amend, abrogate or waive the Implementation Agreement or any provision thereof. (d) Without limitation upon the provisions of paragraph (a) of this Section and and, except as the Borrower and the Association Bank shall otherwise agree, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 5 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 4 to this Agreement. Section 3.03. The Borrower and the Association Bank hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance reports and land acquisitionmaintenance, respectively) in respect of Part E of the Project shall be carried out by GRC WWA pursuant to Section 2.03 (a) of the Project Agreement. Section 3.04. The For the purposes of Section 9.08 of the General Conditions and without limitation thereto, the Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundBank and furnish to Bank 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 Bank, monthly in advance; and (ii) amounts allocated in a plan for the budget for road mainte- ▇▇▇▇▇, as and when requiredfuture operation of the Project; and (eb) ensure that afford the proceeds of Bank a reasonable opportunity to exchange views with the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenanceBorrower on said plan. Section 3.05. The Borrower shall: (a) furnish to shall implement the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges Environmental Mitigation Plan in accordance with a the timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994contained therein. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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, : (i) shall carry out Parts A through D A.2, B and C of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause GRC FID to perform all its obligations set forth in accordance with the provi- sions of the Project Agreement all the obligations of GRC therein set forthAgreement, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC FID to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out Parts A through D A.2, B and C of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend out of make available to FID, on a grant basis, the proceeds of the Credit an amount not exceeding SDR 10,100,000 allocated to GRC Category (1) of the table set forth in paragraph 1 of Schedule 1 to this Agreement under a subsidiary loan agreement Convention to be entered into between the Borrower and GRCFID, under on terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRCAssociation. (ed) The Borrower shall exercise its rights under the Subsidiary Loan Agreement Convention in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the CreditCredit and, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement Convention or any provision thereof. Section 3.02. (e) Without limitation upon the provisions of this Section, the Borrower shall, for the purposes of making available its contri- bution to the Project, open and maintain in a commercial bank: (i) in the name of the BPS for Parts A.2, B and C of the Project, a separate account and make an initial contribution of the equiva- lent of $75,000 into such account; and (ii) in the name of FID for Part A.1 of the Project, a separate account and make an initial contribution of the equivalent of $75,000 into such account; said accounts to be replenished at least on a quarterly basis or whenever their respective balance shall be less than the equivalent of $25,000 up to the amount of the initial contribution. (a) 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. (b) Without limitation to its obligations under paragraph (a) of this Section and subject to the provisions of said paragraph, the Borrower shall, through the BPS, employ a specialized consulting firm or agency, satisfactory to the Association, to assist in the execution of Part A.2 of the Project. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E A.1 of the Project shall be carried out by GRC FID pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit Loan Agreement, shall, through DCGTx, cause the Borrower shall cause GRC Project Entities to perform perform, in accordance with the provi- sions provisions of the Project Agreement Agreement, all the obligations of GRC the Project Entities therein set forth, shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC the Project Entities to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. . (b) The funds to be provided to GRC pursuant to this paragraph shall include: Borrower shall: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year relend to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out BNDA of the proceeds of the Credit Loan as may be allocated from time to time to Categories (1) (b), (2) and (3) of the table set forth in paragraph 1 of Schedule 1 to the Loan Agreement, under an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement Accord de Retrocession to be entered into between the Borrower and GRCBNDA, under terms and conditions which shall have been approved by the Association Bank and which shall include an interest at rate equal to the Bank’s interest rate on the Loan repayment by BNDA of 8% per annum, repayment amounts so relent in equal semiannual installments over a period of over 20 twenty years, including seven years a grace period of gracefive years, and bearing by the foreign exchange Borrower of the risk of fluctuations in the value of currencies so relent to BNDA; and (ii) make available to SAPH and HEVEGO for the purposes of Parts A through F (1) and F (2) of the Project, respectively, such amounts out of the proceeds of the Loan as may be borne by GRCallocated from time to time to Categories (1) (a), (4), (5) and (6) and Category (7), respectively, of the table set forth in paragraph 1 of Schedule 1 to the Loan Agreement, on the terms and conditions set forth in the Contracts. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Contracts, the BNDA Agreement and the Accord de Retrocession in such manner as to protect the interests of the Borrower and the Association Bank and to accomplish the purposes of the CreditLoan, and and, except as the Association Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Contracts on the BNDA Agreement or the Accord de Retrocession or any provision thereof. (d) The Borrower appoints DCGTx for the monitoring and evaluation, supervision and control of the execution of the Project by the Project Entities. Section 3.02. Except as the Association Bank 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 Loan shall be governed by the provisions of Schedule 3 1 to this the Project Agreement. Section 3.03. The Borrower Bank and the Association Borrower hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 9.07, 9.08 and 9.08 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part Parts A, B, C, D, E and F of the Project shall be carried out by GRC the Project Entities pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain amend the existing Road Fund at at least its 1989 funding level in real termsBNDA Agreement to include loans to outgrowers under Parts A, B and C of the Project, and to specify the terms and conditions upon which the Borrower shall grant to BNDA throughout the execution of the Project a minimum spread of 3% taking into account BNDA’s resource mobilization costs; (b) allocate a minimum amend its existing Contract with SAPH to extend the duration and to include the works to be managed by SAPH under Parts A, B, C, D, E and F (1) of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH;Project; and (c) allocate a minimum amend its existing Contract with HEVEGO to include the works to be managed by HEVEGO under Part F (2) of $6,500,000 annually from the recurrent budget Project. Section 3.05. Pursuant to the provisions of Section 3.01 of this Agreement, but without any limitations thereon, the Borrower shall: (a) for the period purposes of 1991-1993 for routine road main- tenance materials the Project, open Project Accounts in the name of SAPH, HEVEGO and plant operating costs excluding wagesBNDA at CAA on terms and conditions satisfactory to the Bank; (db) promptly pay into make, out of its own resources, an initial deposit of CFAF 25,000,000 in the accounts established by GHA BNDA account; and (c) make, out of its own resources and DFR for road maintenance worksat least quarterly, such further deposits on the basis of quarterly estimates of road maintenance needs: (i) accruals to estimated cash requirement forecasts made by SAPH, HEVEGO and BNDA, respectively, and reviewed by the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇Borrower through DCGTx, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively required to meet these entities’ expenditures for the payment to contractors and Project for the Mobile Maintenance Units of GHA for road maintenanceimmediately following six-month period. Section 3.053.06. The Borrower shall: (a) furnish prepare and issue a legal framework for the establishment of agricultural investors groups to the Associationdevelop, not later than June 30inter alia, 1992, the findings of the study on the adequacy of road user chargesmedium-scale rubber plantations; and (b) thereafter increase said charges in accordance with a timetable cause SAPH to conclude contractual arrangements, acceptable to the Association so that full cost recovery from road users Bank, with the agricultural investors group (GMPH) to be established under such framework which shall include, inter alia, provisions for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions the execution of Part C of the Project under the terms and terms conditions of reference acceptable the Project Agreement applicable to Part C of the AssociationProject. Section 3.07. The Borrower shall establishemploy at all times during the execution of the Project an agro-economist, not later than June 30, 1991, a coordinating committee for improving the organization with qualifications and efficiency terms and conditions of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable employment satisfactory to the AssociationBank, to strengthen DCGTx in carrying out studies, and the monitoring, evaluation, supervision and control of the execution of the Project.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts Part A through D of the Project Project, through MOL, with due diligence and efficiency and in conformity with appropriate administrative, financialeconomic, engineering financial and transporta- tion practices, labor market practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for said Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Development Credit Agreement or the Loan Agreement, the Borrower shall (A) cause GRC each Project Entity to perform in accordance with the provi- sions provisions of the Project Agreement all the of its respective obligations of GRC therein set forth, shall (B) take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC each said Project Entity to perform such obligations, and shall (C) not take or permit to be taken any action which would prevent or interfere with such performance. . (b) The funds Borrower shall make available to be provided each Project Municipality, through the province in which it is located, and to GRC pursuant to this paragraph shall include: Zhejiang, its Respective Proceeds of the Credit and its Respective Proceeds of the Loan, on the following principal terms: (i) funds cover-ing GRCthe principal amount of said Project Entity’s share of required counterpart funds for capital expenditures for each quarter Respective Proceeds of the year Credit: (A) shall be the equivalent in terms of Special Drawing Rights (determined on the date or respective dates of withdrawal from the Credit Account) of the value of the currency or currencies so withdrawn, on account of the cost of goods and services required for its Respective Part of the Project to be paid financed out of the proceeds of the Credit; and (B) shall be recovered by the Borrower in dollars in an amount equal to GRC before the end equivalent (determined as of each quarter; the date or respective dates of repayment) of the amount referred to in subparagraph (A) above; (ii) operational subsidiesthe principal amount of said Project Entity’s Respective Proceeds of the Loan: (A) shall be the equivalent in terms of dollars (determined on the date or respective dates of withdrawal from the Loan Account) of the value of the currency or currencies so withdrawn, on account of the cost of goods and services required for its Respective Part of the Project to be financed out of the proceeds of the Loan; and (B) shall be recovered by the Borrower in dollars; (iii) the Borrower shall recover from said Project Entity the principal amounts referred to in paragraphs (b)(i) and (b)(ii) of this Section over a subvention for freight and passenger traffic whereperiod of twenty (20) years, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costsinclusive of a grace period of five (5) years; and and (iv) an annual amount the Borrower shall charge interest on the principal amounts referred to in paragraphs (b)(i) and (b)(ii) of not this Section and withdrawn and outstanding from time to time at a rate equal to or less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six monthsfour percent (4%) per annum. (c) 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 Parts Part A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works goods 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. The Borrower (a) For the purposes of Section 9.07 of the General Conditions and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and Section 9.08 of the General Conditions (relating referred to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E Section 1.01 of the Project shall be carried out by GRC pursuant to Section 2.03 of Loan Agreement, and without limitation thereto, the Project Agreement. Section 3.04. The Borrower shall: (ai) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance worksprepare, on the basis of quarterly estimates of road maintenance needs: (i) accruals guidelines acceptable to the Road FundAssociation, monthly in advance; and furnish to the Association not later than six (ii6) amounts allocated in months after the budget Closing Date or such later date as may be agreed for road mainte- ▇▇▇▇▇this purpose between the Borrower and the Association, as and when requireda plan for the future operation of the Borrower’s Respective Part of the Project; and (eii) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to afford the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable a reasonable opportunity to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold exchange views with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment programBorrower on said plan. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (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 Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit this Agreement, the Borrower shall cause GRC TRC to perform in accordance with the provi- sions provisions of the Project Agreement all the obligations of GRC TRC therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC TRC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (c) 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 Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (db) The Borrower shall relend out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC TRC under a subsidiary loan agreement to be entered into between the Borrower and GRCTRC, under terms and conditions which shall have been approved by the Association which shall include include, inter alia, interest of at the rate of 8least 11% per annum, repayment of over 20 years, with the principal to be repaid in twenty years including seven five years of grace, grace and with TRC bearing the foreign exchange risk cost of fluctuations in the currencies relent to be borne by GRCit. (ec) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 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 1 to this the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and through 9.08 of the General Conditions (relating to insurance, use of goods and servicesser- vices, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC TRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, shall carry out Parts A through D of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and transporta- tion practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without without any limitation or restriction upon any of its other obligations under the Development Credit this Agreement, the Borrower shall cause GRC the Federation/EPBiH/EPHZHB and RS/EPRS to perform in accordance with the provi- sions provisions of the Federation/EPBiH/EPHZHB Project Agreement and the RS/EPRS Project Agreement, respectively, all the obligations of GRC the Federation/EPBiH/EPHZHB and RS/EPRS therein set forth, shall take and cause to be taken all actionactions, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC the Federation/EPBiH/EPHZHB and RS/EPRS, to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon For the provisions purpose of paragraph (a) Part A of this Section and except as the Borrower and the Association shall otherwise agreeProject, the Borrower shall carry out Parts A through D of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (d) The Borrower shall relend out a portion of the proceeds of the Credit an amount not exceeding amounting to Dollars equivalent to nine million eight hundred and twenty seven thousand four hundred Special Drawing Rights (SDR 10,100,000 9,827,400) to GRC the Federation and the Federation shall relend said proceeds of the Credit to EPBiH under a subsidiary loan agreement Subsidiary Credit Agreement to be entered into between the Borrower Borrower, Federation and GRC, EPBiH under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02Association. Except as the Association shall otherwise agree, procurement such terms and conditions shall include the following: (i) the principal amount of the goods, works and consultants’ services required for the Project and to be financed out of the proceeds of the Sub-Credit shall be governed repaid by the provisions EPBiH to the Federation in Deutsche Marks or in such other currency as may be agreed upon between the Federation and the EPBiH in equal semi-annual installments over twenty years, including a grace period of Schedule 3 five years; and the principal amount of the Subsidiary Credit shall be repaid by the Federation to this Agreement. Section 3.03. The the Borrower in Deutsche Marks or in such other currency as may be agreed upon between the Borrower and the Association hereby agree that Federation in accordance with the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 provision of the General Conditions (relating to insurance, use Section 2.07(a) of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project this Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; (b) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (eii) ensure that the proceeds principal amount of the Road Fund Subsidiary Credit repayable by the Federation and the principle amount of the Sub-Credit repayable by EPBiH shall each be the equivalent in Deutsche Marks or in any such other currency as may be selected under paragraph (i) above (determined as of the date, or respective dates of repayment) of the value of the currency or currencies withdrawn from the Credit Account on account of the Federation/EPBiH Subsidiary Credit Agreement; (iii) interest shall be utilized exclusively for charged on the payment to contractors and outstanding balance of the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish Sub-Credit at a rate equal to the Association, not later than June 30, 1992, the findings rate of the study on the adequacy of road user charges; and (b) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its LIBOR plus three-year public investment program and annual public expenditure programs in quarter of one percent (0.75%). For purpose of this subparagraph the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.term

Execution of the Project. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement Agreement, and, to this end, : (i) shall carry out Parts Part A through D of the Project through PCU with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering administrative and transporta- tion practices, financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Part of the Project.; and (bii) Without any without limitation or restriction upon any of its other obligations under the Interim Fund Development Credit Agreement, the Borrower shall shall: (A) cause GRC AGETIPE-MALI, EDM and ACI to perform carry out Parts B, C, D and E of Project, respectively; (B) cause AGETIPE-MALI, EDM and ACI to perform, in accordance with the provi- sions provisions of the AGETIPE-MALI Project Agreement, the EDM Project Agreement and the ACI Project Agreement, respectively, all the obligations of GRC AGETIPE-MALI, EDM and ACI therein set forth, ; (C) shall take and or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable GRC AGETIPE-MALI, EDM and ACI to perform such obligations, ; and (D) shall not take or permit to be taken any action which would prevent or interfere with such performance. The funds to be provided to GRC pursuant to this paragraph shall include: (i) funds cover-ing GRC’s share of required counterpart funds for capital expenditures for each quarter of the year to be paid by the Borrower to GRC before the end of each quarter; (ii) operational subsidies; (iii) a subvention for freight and passenger traffic where, and to the extent, GRC cannot charge, due to public policy decisions, adequate tariffs based on full rail costs; and (iv) an annual amount of not less than $1,500,000 equivalent in 1991 and 1992 for the purchase of spare parts, such amounts to be made available quarterly in advance, subject to GRC providing proof of spending and/or commitment in the following six months. (cb) Without limitation upon the provisions of paragraph (a) of this Section Section, and except as the Borrower and the Association Administrator shall otherwise agree, the Borrower shall carry out Parts Part A through D of the Project Project, and shall cause AGETIPE-MALI, EDM and ACI to carry out Parts B and C, D, and E of the Project, respectively, all in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (dc) The Borrower shall relend make available, out of the proceeds of the Credit an amount not exceeding SDR 10,100,000 to GRC under a subsidiary loan agreement to be entered into between the Borrower and GRC, under terms and conditions which shall have been approved by the Association which shall include interest at the rate of 8% per annum, repayment of over 20 years, including seven years of grace, and the foreign exchange risk to be borne by GRC. (e) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Interim Fund Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for the Project and amount allocated 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. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions Categories (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively1) in respect of Part E of the Project shall be carried out by GRC pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall: (a) maintain the existing Road Fund at at least its 1989 funding level in real terms; and (b), (2) allocate a minimum of $36 million equivalent in 1991, $38 million equivalent in 1992 and $39 million equivalent in 1993 from the Road Fund and the capital budget for the periodic road maintenance and minor works program of MRH; (c) allocate a minimum of $6,500,000 annually from the recurrent budget for the period of 1991-1993 for routine road main- tenance materials and plant operating costs excluding wages; (d) promptly pay into the accounts established by GHA and DFR for road maintenance works, on the basis of quarterly estimates of road maintenance needs: (i) accruals to the Road Fund, monthly in advance; and (ii) amounts allocated in the budget for road mainte- ▇▇▇▇▇, as and when required; and (e) ensure that the proceeds of the Road Fund shall be utilized exclusively for the payment to contractors and the Mobile Maintenance Units of GHA for road maintenance. Section 3.05. The Borrower shall: (a) furnish to the Association, not later than June 30, 1992, the findings of the study on the adequacy of road user charges; and (b), (3) thereafter increase said charges in accordance with a timetable acceptable to the Association so that full cost recovery from road users for road maintenance will be achieved by 1994. Section 3.06. The Borrower shall maintain its Transport Policy Review Committee with functions and terms of reference acceptable to the Association. Section 3.07. The Borrower shall establish, not later than June 30, 1991, a coordinating committee for improving the organization and efficiency of public transport facilities and operations in urban centers to be comprised of representatives of MTC, DUR, MRH, GRC, the Accra Metropolitan Authority and private vehicle owner associations. Section 3.08. The Borrower shall: (a) continue to hold with the Association annual joint reviews of its three-year public investment program and annual public expenditure programs in the transport sector; and (b) consult with the Association before undertaking any new investment projects in the transport sector costing more than $5 million equivalent and not included in the public investment program. Section 3.09. The Borrower shall continue to enter into annual performance agreements with GRC incorporating performance targets acceptable to the Association.),