LOAN NUMB ER 9062-IN Loan Agreement (Green National Highways Corridor Project) between INDIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN AGREEMENT AGREEMENT dated as of the Signature Date between INDIA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (""Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and fonn part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II L OAN 2.01. The Bank agrees to lend to the Borrower the amount of five hundred million United States Dollars (US$500,000,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section Ill of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Variable Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates are March 15 and September 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 4 to this Agreement. 2.08. (a) Ifon any given day, the Total Exposure exceeds the Standard Exposure Limit (as said terms are defined in sub-paragraphs (b)(ii) and (b)(iii) of this Section), the Borrower shall pay to the Bank t a surcharge at the rate of one half of one percent (0.5%) per annum of the Allocated Excess Exposure Amount (as defined in sub-paragraph (b )(i) of this Section) for each said day ("Exposure I Surcharge"). The Exposure Surcharge (if any) shall be payable semi-annually in arrears on each Payment Date. (b) For purposes of this Section the following terms have the meanings set forth below: (i) "Allocated Excess Exposure Amount" means for each day during which the Total Exposure exceeds the Standard Exposure Limit, the product of: (A) the total amount of said excess; and (B) the ratio of all (or, if the Bank so determines, a portion) of the Loan to the aggregate amount of all ( or the equivalent portions) of the loans made by the Bank to the Borrower, and to other borrowers guaranteed by the Borrower that are also subject to -2- an exposure surcharge, as said excess and ratio are reasonably determined from time to time by the Bank. (ii) "Standard Exposure Limit" means the standard limit on the Bank's financial exposure to the Borrower which, if exceeded, would subject the Loan to the Exposure Surcharge, as determined from time to time by the Bank. (iii) "Total Exposure" means for any given day, the Bank's total financial exposure to the Borrower, as reasonably determined by the Bank. ARTICLE III - PROJECT 3.01. The Borrower declares its commitment to the objectives of the Project. To this end, the Borrower shall carry out the Project through its Ministry of Road Transport and Highways ("MORTH") with the cooperation of the Project States, in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV- EFFECTIVENESS 4.01. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is any of the following officials acting severally: The Secretary, Additional Secretary, Joint Secretary, Director, Deputy Secretary, or Under Secretary of the Department of Economic Affairs of the Borrower's Ministry of Finance. 5.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower's address is: Secretary Department of Economic Affairs Ministry of Finance Government of India North Block New Delhi 110 001, India; and (b) the Borrower's Electronic Address is: Facsimile: E-mail: +91-11-23094075 secy-dea@nic.in 5.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and -3- (b) the Bank's Electronic Address is: Facsimile: l-202-477-6391 AGREED as of the Signature Date. INDIA By Authorized Representative Name: ---------- Title: 9bnoNru r--' Sec&e f Date: i e?er &ere 22, 2ozo INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT > {rr Authorized Representative Name: -Ar/A GR}eoroj 7 Title: A-rv, couNTTNr_ bee«run.,(x0.i Date: ±&€MgEe 2 2, 2-o2 -4. SCHEDULE 1 Project Description The objective of the Project is to demonstrate safe and green National Highway corridors in selected States and enhance the institutional capacity of the Ministry of Road Transport and Highways in mainstreaming safety and green technologies. The Project consists of the following components: Component A: Green Highway Corridor Improvement and Maintenance Support for up gradation and maintenance for five years of about 783 kilometers ("km") of selected existing National Highways in the States of Rajasthan, Himachal Pradesh, Uttar Pradesh and Andhra Pradesh incorporating green technologies and demonstrating resource efficiency, climate resilience, green and safety aspects, through: (a) civil works for construction and maintenance; (b) consulting services for supervision during construction and maintenance periods; (c) consultants/non-governmental organizations to assist the MORTH in the implementation of the Resettlement Action Plans; (d) consulting services for overall project management (Project Management Consultant); (e) a Technical Audit Consultancy for independent verification of Disbursement Linked Indicators and to perform an annual integrated performance audit covering, among others, engineering designs, management of social and environmental issues and quality assurance; (f) a Road User Satisfaction Survey consultant to carry out baseline, midterm, and end stage user satisfaction surveys; (g) a study on gender-based challenges and issues in the transport sector; and (h) land acquisition, resettlement and rehabilitation, shifting of utilities, implementation of Environmental Management Plans, tree cutting, afforestation and agency charges. Component B: Institutional Capacity Enhancement Support for capacity enhancement of MORTH in its pursuit to conserve natural resources and improve climate vulnerability of National Highways network and reduce GHG emissions, inter alia, by developing policies and guidelines, and mainstreaming the green technologies, climate resilience, and safety aspects in the design, construction and maintenance of highways, as well as, support for implementation of ERP solution in the MORTH and its implementing agencies. Sub-component B.1. Development and implementation of a Climate Adaptation Policy and guidelines and mainstreaming climate resilience in National Highways design and construction processes: support disaster risk and impact assessment of about 5,000 km of the NH network, preparation of a Climate Adaptation Policy, updating key standards and manuals, and mainstream climate resilience in project design and implementation. Sub-component B.2. Development and implementation of policy for reducing emissions from transport services: undertaking a study to map the freight volume and movement pattern on the entire NH network and identify constraints for efficient use of trucks, designing physical and digital freight management platforms for freight consolidation and interoperability, and recommend complementary innovative logistics solutions as well as transport operators' and regulators' coordination mechanism. -5- Sub-component B.3. Research and Development and mainstreaming green technologies in National Highways design and construction processes: support systematic monitoring and evaluation, and documentation of results of the pilot works undertaken in the Project for a period of five years through reputed educational/research institutions or universities and inputs provided for updating relevant standards and manuals. Sub-component 8.4. Development and implementation of guidelines and model documents for mainstreaming safety and green technologies: support for identifying gaps and documenting good practices in the design, implementation and maintenance stages for mainstreaming safety and green technologies and preparation of documents such as the template terms of reference for design and supervision of construction, bidding documents and project management process of the EPC contracts including options for involvement of private sector in innovations in the design and construction aspects. Sub-component B.5_ Mainstreaming safety and green technologies in the development of highways: support MOR TH in mainstreaming green and safe initiatives by replicating these in about 2,500 km of non-Project highways in NH network. Sub-component B.6. Implementing ERP solution in MORTH and its implementing agencies: support for the implementation of ERP in MORTH and its implementing agencies, which are currently ongoing under the National Highways Interconnectivity Improvement Project, upon its closure. Component C: Road Safety Support for mainstreaming of safety interventions through capacity enhancement of the MORTH in road safety management, inter alia, in the areas of crash database, operationalization of the lead agency for road safety, strengthening safety enforcement and emergency medical response on the National Highways, capacity building and training. Sub-component Cl Support to improve road safety data analytics and highway safety monitoring and implementation: support the ongoing road safety activities under the National Highways Interconnectivity Improvement Project, upon its closure, in development and implementation of: (a) the Integrated Road Accident Database Management System for recording and analysis of road accidents; (b) the National Highway Safety System for road safety enforcement; and (c) updating codes and manuals. Sub-component C.2. Support for the operationalization of the National Road Safety Board: support for the operationalization of the National Road Safety Board, and its activities in the initial startup phase, through expert support as part of an interim secretariat, including: (a) monitoring and evaluation; (b) drafting of rules for the MV AA; and (c) data analysis and recommendations. Sub-component C.3. Strengthening highway patrol and emergency response along the Project highways: support for the establishment of combined enforcement and emergency response outposts at critical locations to improve enforcement and post-crash care, through equipping outposts with patrol vehicles, advanced life-saving ambulances, cranes, tow trucks, communication system, and surveillance and other enforcement equipment to deter speeding, drunk driving and other risky user behaviors. Sub-component C.4. Capacity building and training: support for training and capacity building of the officials of MOR TH, implementing agencies of MOR TH, and the NRSB in road safety management, crash investigation, safety audit, and monitoring and evaluation. -6- SCHEDULE2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. The Borrower shall maintain, throughout the period of implementation of the Project: (a) a project steering committee (the PSC"): (i) headed by the Secretary of MORTH and comprising of the Secretaries of the PWDs of all Project States; and (ii) vested with such powers, functions and competencies, acceptable to the Bank, as shall be required to exercise policy guidance for, and exercise the general oversight of, the implementation of Project activities; and (b) an externally aided projects cell ("EAP Cell") within the MORTH: (i) headed by a project director and assisted by competent staff with experience and qualifications, in numbers and under tenns of reference acceptable to the Bank; and (ii) vested with such powers, financial resources, functions and competencies, acceptable to the Bank, as shall be required for it to carry out the day-to-day implementation of Project activities in collaboration with the relevant units and agencies of MORTH and its regional offices in the Project States, including the inter-institutional coordination with the PWDs of Project States and other line agencies, the carrying out of procurement, financial management, monitoring and reporting activities, the screening of Project activities pursuant to the EMF, the RPF and the Tribal Development Framework ('TDF"), as well as the preparation and implementation of required EIAs, EMPs, SIAs, RAPs and/or TDPs, as the case may be, and the monitoring and enforcement of contractors' implementation of/compliance with the respective Safeguard Documents, and in accordance with the provisions of the PFM Manual and this Agreement. 2. The Borrower shall select and engage: (a) by no later than three (3) months after the Effective Date, and thereafter maintain throughout the period of implementation of the Project, the services of a project management consulting firm ("PMC") with qualification and experience and under terms of reference acceptable to the Bank, in order to assist the EAP Cell with Project planning and implementation including, inter alia: (i) providing guidance and recommendation on technical and policy matters; (ii) preparing bidding documents and subsequent changes/variations thereof; (iii) evaluating technical and financial proposals; (iv) handling contractual matters and procurement disputes; (v) overseeing of payments to service providers and/or Project contractors under Components B and C of the Project, and monitoring those payments for civil works under Component A of the Project; (vi) providing training, guidance and recommendations to PIUs to ensure compliance with the Safeguard Documents; and (vii) preparing the Project Reports and the IFRs; (b) by, no later than three (3) months after the Effective Date, and thereafter maintain throughout the period of implementation of the Project, the services of a Technical Audit Consultancy firm ("TAC") with qualification and experience and under terms of reference acceptable to the Bank: (i) in order to carry out semi-annual audits and report to the EAP -7- Cell and the PSC on financial management performance, contract performance (i.e. quality of constmction, compliance with technical specifications, design requirements and maintenance plans), and compliance with statutory/regulatory requirements and implementation of the Safeguard Documents, the PFM Manual ( other than the functions of the internal audit); and (ii) for independent verification of DLis/DLRs and for performing an annual integrated performance audit covering, among others, engineering designs, management of social and environmental issues and quality assurance; and (c) by no later than three (3) months after the Effective Date, and thereafter maintain throughout the period of implementation of the Project, the services of an Internal Audit Consultancy firm ("IAC") with qualification and experience and under terms of reference acceptable to the Bank in order to: (i) carry out semi-annual internal audits and report to the EAP Cell and the PSC; and (ii) furnish such audits to the Bank for its review within ninety (90) days after the completion/issuance of the audit report, including, if any, the recommendations made by the internal auditors. B. Project Financial Management Manual 1. The Borrower shall implement the Project in accordance with the financial management arrangements set forth in the PFM Manual; provided however that in the event of conflict between the provisions of said manual, on the one hand, and those of this Agreement, on the other hand, the provisions of this Agreement shall prevail. 2. The Borrower shall refrain from amending, suspending, waiving and/or voiding any provision of the PFM Manual, whether in whole or in part, without the prior written concurrence of the Bank. C. Road Improvement and Maintenance Activities 1. For purposes of implementing the road widening and upgrading activities set forth in Component A of the Project, the EAP Cell shall identify Selected Roads in accordance with road readiness criteria acceptable to the Bank, which criteria shall include, inter alia: (a) the completion of the notifications for any necessary land acquisition; (b) the securing of all environmental clearances (including any mandatory public hearings) and governmental permits for construction activities; ( c) the completion of the environmental and social assessments of the proposed road construction activities, pursuant to the EMF, RPF, and TDF, and the preparation, approval and disclosure of the respective ETA, EMP, SIA, RAP and TDP, as the case may be; I (d) the payment, in full, of compensation and/or resettlement assistance to Affected Persons as } per the applicable RAP, in respect of the first milestone stretch of civil works; (e) the engagement of the respective Construction Supervision Consultant or Authority Engineer, as the case may be; and (f) the engagement of the respective RAP Implementation Support Agency. The Borrower shall submit each Selected Road to the Bank for written concurrence prior to the award of the civil works contracts for such Selected Road to the respective contractor(s). -8- 2 For each Selected Road, prior to the selection of any contractor for activities on such road, the Borrower shall establish, and thereafter maintain throughout the period of implementation of Project activities in such Selected Road, a road-specific Project implementation unit ("PIU"): (a) headed by an executive engineer, assisted by competent staff, all with experience and qualifications, in numbers and under terms ofreference acceptable to the Bank; and (b) vested with such powers, financial resources, functions and competences, acceptable to the Bank, as shall be required for it to carry out all preparatory activities for site-specific Project activities (including securing the necessary encumbrance-free land and State-level clearances and permits), ensure I coordination with inter-state agencies and governmental departments, oversee the implementation of/compliance with the Safeguard Documents, handle the MORTH's grievance complaints systems (for all grievances other than procurement-related ones), undertake contract management I responsibilities, and guide/oversee performance of the Construction Supervision Consultant or the T Authority Engineer, and the RAP Implementation Support Agencies, as the case may be. 3. For each Selected Road, prior to the commencement of civil works, the Borrower shall select, engage and thereafter maintain throughout the period of implementation of such activities, the services of: (a) a supervision consulting firm (the "Construction Supervision Consultant"), for works other than those procured under EPC Contracts, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the respective PIU with contract management, monitoring/supervision, and the certification of contractors' performance, including the compliance with/implementation of the Safeguard Documents; (b) an engineering consulting finn (the "Authority Engineer") for works procured under EPC Contracts, with qualifications and experience and under terms of reference acceptable to the Bank, including sufficient delegated authority to resolve and approve any contractual claims/clarifications, in order to assist the respective PIU with contract management, monitoring/supervision, and the certification of contractors' performance, including the compliance with/implementation of the Safeguard Documents; and (c) a non-governmental organization or social mobilization consulting firm (the "RAP Implementation Support Agency"), with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the respective PIU with the implementation of the works-specific RAP and, when applicable, the TDP; the handling and processing of any grievance complaints in accordance with MORTH's grievance systems in relation to the sub-project activities, the carrying out of community awareness trainings and public information campaigns, and the preparation and implementation of health and safety trainings, including HIV/AIDS awareness/prevention activities. D. Safeguards 1. The Borrower shall, and shall cause the Project States, to: l. (a) carry out the Project in accordance with the EMF, RPF, and TDF, including the LMP and GAP, and the EIAs, EMPs, SIAs, RAPs and TDPs prepared and/or to be prepared pursuant to paragraph 2 of this sub-section in accordance with the objectives, policies, procedures, guidelines, time schedules, compensation arrangements and other provisions set forth in the EMF, RPF, and TDF (together, the Safeguard Documents"), in each case in a manner and in substance satisfactory to the Bank; and -9 (b) refrain from taking any action which wouJd prevent or interfere with the implementation of the Safeguard Documents, including any amendment, suspension, waiver, and/or voidance of any provision of the Safeguard Documents, whether in .whole or in part, without the prior written concurrence of the Bank. 2. With respect to each Selected Road, the Borrower shall refrain from awarding any contract to contractors or undertaking any activities which would result in Affected Persons, until and unless: I (a) (b) the proposed activities have been screened by the EAP Cell in accordance with the guidelines, standards and procedures set forth in the EMF, RPF, and TDF; all of the respective EIA(s), EMP(s), SIA(s), RAP(s) and/or TDP(s) required for such Selected Road pursuant to the EMF and RPF has/have been prepared and submitted to the Bank for review and the Bank has notified the Borrower in writing of its no-objection thereto; and (c) the foregoing Safeguard Documents have been publicly disclosed by the Borrower in local language(s) at the relevant sub-project's sites, at least one hundred and twenty (120) days prior to the award of the contract for the related works. 3. The Borrower shall ensure that, prior to commencing any civil works on a Selected Road, or section thereof, under the Project: (a) all necessary governmental permits and clearances for such civil works in the relevant road, or section, shall have been obtained from the competent governmental authority lies and submitted to the Bank; (b) all pre-construction conditions imposed by the governmental authority/ies under such permit(s) or clearance(s) shall have been complied with/fulfilled; and (c) all resettlement measures set forth in the applicable RAP to the respective section of such Selected Road shall have been fully executed, including the full payment of compensation prior to displacement and/or the provision of relocation assistance to all Affected Persons, as per the entitlements provided in the RPF and/or the applicable RAP. 4. The Borrower shall ensure that each contract for civil works under the Project includes the obligation of the relevant contractor to comply with the relevant Safeguard Documents applicable to such civil works commissioned/awarded pursuant to said contract. 5. The Borrower shall: (a) maintain monitoring and evaluation protocols and record keeping procedures acceptable to the Bank and adequate to enable the Borrower, the Project States and the Bank to supervise and assess, on an on-going basis, the implementation of/compliance with the Safeguards Documents, as well as the achievement of the objectives thereof; and J (b) furnish to the Bank, throughout the period of Project implementation: (i) quarterly reports prepared by the EAP Cell on the physical and financial progress of Project activities, the general compliance with the Safeguard Documents, the social and environmental impact of Project activities, and the results of the mitigation or benefit-enhancing measures applied thereto, during the period preceding the date of each such report; and -10- (ii) quarterly reports prepared by the respective Construction Supervision Consultants or the Authority Engineers, as the case may be, and the RAP Implementation Support Agency, assessing the contractors' general compliance with the Safeguard Documents and the respective works contracts, monitor the efficacy of the social and environmental management measures, and the results of the mitigation or benefit-enhancing measures applied thereto, with particular emphasis on the implementation and results of resettlement activities, during the period preceding the date of each such report. 6. The Borrower shall ensure that the following Project expenditures are financed exclusively out of the Borrower's own resources, and, to this end, shall provide, as promptly as needed, the resources 1 required therefor, namely: (a) all land acquisition required for the purpose of the Project; and (b) any compensation, resettlement and rehabilitation payment to Affected Persons in accordance with the provision of the RAPs. 7. In the event of any conflict between the provisions of any of the EMF, RPF, TDF, EIAs, SIAs, EMPs, RAPs and/or TDPs, on the one hand, and the provisions of this Agreement, on the other hand, the provisions of this Agreement shall prevail. 8. The Borrower shall ensure that all technical assistance, including studies and research, under the Project shall only be undertaken pursuant to terms of reference agreed with the Bank, such terms of reference to ensure that such technical assistance takes into account, and calls for the application of, the Bank's Policies in relation to environmental and social safeguards and the Borrower's laws relating to the environmental and social aspects of such technical assistance. 9. The Borrower shall maintain and publicize throughout the period of Project Implementation the availability of a grievance mechanism, in form and substance satisfactory to the Bank, to hear and detennine fairly and in good faith all complaints raised in relation to the Project, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Bank. Section II. Project Monitoring, Reporting and Evaluation 1. The Borrower shall furnish to the Bank each Project Report, in a format agreed with the Bank, not later than forty-five days after the end of each calendar semester, covering the calendar semester. 2. The Borrower shall prepare, under terms of reference satisfactory to the Bank, and furnish to the Bank no later than thirty-six (36) months from the Effective Date, a consolidated mid-term review report for the Project, summarizing the results of the monitoring and evaluation activities carried out from the inception of the Project, and setting out the measures recommended to ensure the efficient completion of the Project and to further its objective, based on which the Bank and the Borrower shall mutually decide upon the continuation and financing of such activities for the remaining period of Project implementation. -11- Section III. Withdrawal of Loan Proceeds A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to: (a) finance Eligible Expenditures; and (b) pay: (i) the Front-end Fee; and (ii) each 1 Interest Rate Cap or Interest Rate Collar premium; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Category Amount of the Loan Percentage of Expenditures to be Allocated financed (expressed in USD) (inclusive of Taxes) ( 1) Works under the Eligible 429,000,000 50% of costs, and in accordance with Expenditure Program (EEP) Schedule 3 to this Agreement under the Project (2) Goods, consulting services, 69,750,000 80% of costs, and in accordance with non-consulting services, and Schedule 3 to this Agreement Training under the Eligible Expenditure Program (EEP) under the Project (3) Front-end Fee 1,250,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions ( 4) Interest Rate Cap or Interest 0 Amount due pursuant to Section 4.05 Rate Collar premium ( c) of the General Conditions TOTAL AMOUNT 500,000,000 B. Withdrawal Conditions; Withdrawal Period I. Notwithstanding the provisions of Part A above, no withdrawal shall be made under Categories ( 1) and (2), until and unless the Borrower has: (i) complied with the instructions under the Disbursement and Financial Information Letter and any additional instructions specified in accordance with Section 2.01(b) of the General Conditions, including the submission to the Bank of the applicable interim unaudited financial reports evidencing the incurrence ofEEP expenditures for which payment is requested; and (ii) furnished evidence satisfactory to the Bank that the DLR under the DLis for which payment is requested has been achieved as set forth in Schedule 3 to this -12- Agreement in form and substance satisfactory to the Bank and in accordance with the verification protocols agreed with the Bank as verified by the TAC. 2. Notwithstanding the provisions of paragraph 1 above, the amount of the Loan to be withdrawn upon the verified achievement of any DLR shall not exceed the lesser of: (a) the amount allocated against such DLR; and (b) the amount of the EEP expenditures under Categories (1) and (2) incurred, including those not yet paid by the proceeds of the Loan, at the date of submission of such withdrawal application. 3. Notwithstanding the provisions of paragraphs 1 and 2 above, if any DLR has not been achieved by the date by which the said DLR is set to be achieved in accordance with the table in Schedule 3 to this Agreement, the Bank may, by notice to the Borrower: (a) reallocate a portion of the proceeds of the Loan then allocated to said DLR not to exceed thirty percent (30%) of the proceeds of the Loan to any other DLR; and/or (b) cancel all or a portion of the proceeds of the Loan then allocated to said DLR. In no case, shall the amount allocated against any DLR be increased by more than 30% through any reallocation. 4. If, at any time, the Bank determines that any portion of the amounts disbursed under Categories ( l) and (2) was: (i) for expenditures which are not eligible under the EEP; or (ii) not in compliance with the provisions of Section III.B.1 above of this Schedule 2, the Borrower shall promptly refund any such amount to the Bank as the Bank shall specify by notice to the Borrower. 5. The Closing Date is March 18, 2025. Ineligible Expenditures The following shall not be Eligible Expenditures and the Borrower shall ensure that the following expenditures are financed exclusively out of its own resources and not out of the proceeds of the Loan, namely: (a) all land acquisition required for the Project; (b) any compensation, resettlement and rehabilitation payment to Affected Persons in accordance with the provisions of the relevant Safeguard Documents; ( c) any compensatory afforestation payments; ( d) any interest during construction; (e) retention money/security deposit retained (till the time it is not released); (f) expenditures incurred after the Project Closing Date; (g) expenditures not in I ine with the Project description in this Agreement; (h) procurement not in line with agreed procurement procedures; and (i) expenses disallowed by auditors and not resolved adequately, and expenses found ineligible during Bank review. -13- Section IV. Other Undertakings The Borrower shall provide, as needed, the funds, facilities and services and other resources required for the Project. -14- SCHEDULE3 Disbursement Linked Indicators, Disbursement Linked Results and Allocated Amounts Applicable to the Project DLIs Total Loan DLR DLR Description Target Achievement Allocated Amounts Amount No. Timelines (Indicative) Allocated to DLI DLI 1: Project National US$ 200,000,000 About 783 kilometers of FY 2025 US$20,000,000 upon achievement of initial Highways constructed Project National Highways 10% of physical progress of works, and incorporating Green are designed and thereafter US$20,000,000 in tranches upon Technologies constructed incorporating achievement of an additional 10% physical Green Technologies that progress of works up to a maximum of will ensure efficient use of US$200,000,000. natural resources, climate resilient designs and road l safety features. The upgraded works should also include compliance with the relevant social and environmental safeguards instruments adopted by the Project. DLI 2: Updated design US$25,000,000 Improved Terms of FY 2021 DU not scalable and contract documents Reference incorporating for construction and 2 safety, resilience and green maintenance of highways technologies for design of developed and highways, supervision of mainstreamed construction, and bidding documents and Project management process of the EPC contracts are prepared and mainstreamed by the ' -17- DLI 10: Mainstream safety US$50,000,000 10 MORTHor its FY 2022 US$15,000,000 upon the signing of contracts and green technologies in implementing agencies covering at least 500 km, plus US$8,750,000 for the development of (NHAI, NHIDCL) have contracting of every additional 500 km highways signed contracts for thereafter, up to a maximum amount of upgrading / construction of US$50,000,000. 2,500 km of non-project highways with green technologies. DU 11: Enforcement of US$14,750,000 11 Measures for highway FY 2025 US$1,750,000 for the first location, safety and emergency safety and emergency US$1,000,000 for every additional location response along the Project response facilities equipped thereafter, up to a maximum amount of highways improved with patrol vehicles, US$14,750,000. advanced life-saving ambulances, cranes, tow trucks, communication system, and surveil1ance and other enforcement equipment to deter speeding, drunk driving, and other risky user behaviors have been established at 14 critical locations on the 783 km of Project highways to improve safety. DL1 12: National Road us 2,400,000 12 Support is provided to the FY 2022 DLI not scalable Safety Board capacity proposed National Road enhanced Safety Board in its initial startup phase, through expert support as part of an interim secretariat and the National Road Safety Board adopts its first-year action plan related to (a) -18- monitoring and evaluation, (b) drafting of rules for the MVAA, and (c) data analysis and recommendations DLI 13: Training imparted USS1,600,000 13 Training has been imparted FY 2025 US$700,000 upon training of 100 officials, in road safety to 400 officials ofMORTH, plus US$300,000 for imparting training to implementing agencies of every additional l 00 officials thereafter, up to a MORTH, and the NRSB in maximum amount of US$ I ,600,000. road safety management, crash investigation, safety audit, and monitoring and evaluation. DLT 14: An integrated US$ I 0,000,000 14 An integrated ERP solution FY 2022 DLI not scalable. ERP system implemented is implemented in MORTH, US$2,500,000 upon completion, acceptance in MORTH and its two NHAI and NHIDCL. The and go-live of wave 2 of the implementation implementing agencies ERP in the MORTH and its phase. associated agencies is being US$2,500,000 upon completion, acceptance implemented in various and go-live of wave 3 of the implementation phases which includes phase. business blueprinting, US$2,500,000 upon completion of operational implementation phase wave acceptance, third party verification and 1 to wave 3, stabilization completion of stabilization phase of the ERP phase followed by and shifting to O&M phase. operation acceptance and US$2,500,000 upon completion of 1 year of third-party verification and O&M phase. thereafter Operations and Maintenance (O&M) phase as detailed in the design, implementation and O&M contract signed between MORTH and the System Integrator for ERP implementation. -19- SCHEDULE4 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share On each March 15 and September 15 Beginning September 15, 2025 3.7% through March 15, 2038 On September 15, 2038 3.8% -20- APPENDIX Definitions 1. "Affected Person" means a person or entity who, on account of the execution of the Project, has experienced or would experience direct economic and social impacts caused by: (i) the involuntary taking of land resulting in: (A) relocation or loss of shelter; (B) loss of assets or access to assets; or (C) loss of income sources or means of livelihood, whether or not such person must move to another location; or (ii) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person. 2. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 3. Authority Engineer" means each of the consulting firms selected, or to be selected, by the Borrower pursuant to Section 1.C.3.(b) of Schedule 2 to this Agreement; and the term "Authority Engineers" means all such consulting firms collectively considered. 4. "Bank Policies" means, but only to the extent they are applicable to the Project activities, the operational policies ("OPs") and procedures (BPs") set forth under OP/BP 4.01 (Environmental Assessment), OP/BP 4.36 (Forests), OP/BP 4.04 (Natural Habitats), OP/BP 4.09 (Pest Management), OP/BP 4.11 (Physical Cultural Resources), OP/BP 4.10 (Indigenous Peoples), and OP/BP 4.12 (Involuntary Resettlement), contained in the Bank's Operational Manual which can be found on the Bank's website at \Vww.worldbank.org. 5. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 6. "Climate Adaptation Policy" means a framework for managing climate risks and increasing resilience of the National Highway network to climate change. 7, "Disbursement Linked Indicator" and the acronym "DLI" each means the indicator set forth in the table in Schedule 3 to this Agreement. 8. "Disbursement Linked Result" and the acronym "DLR" each means the result set forth in the table in Schedule 3 to this Agreement, on the basis of the achievement of which, the amount of the Loan allocated to said result may be withdrawn in accordance with the provisions of Section III.B of Schedule 2 to this Agreement. 9. EAP Cell means the team/cell established by MORTH for the implementation of externally funded projects and referred to in Section I.A.l(b) of Schedule 2 to this Agreement. 10. Eligible Expenditure Program" and "EEP" each means Project related investments (goods, works, non-consulting services, consulting services, and training) including: (a) cost of construction of National Highway infrastructure; (b) technical assistance to support -21- research and development and mainstreaming of green technologies in design, construction and maintenance of NH s; (c) improving road safety including some unfinished components of ongoing National Highways Interconnectivity Improvement Project; and (d) Project management support including consultancies hired to support implementation of the various Project components. 11. "EMF" means the Environmental Management Framework prepared by the Borrower, satisfactory to the Bank, and disclosed on the Bank's website on December 24, 2019, setting out: ( a) the institutional arrangements for environmental management; (b) the objectives, principles and approach to be followed in avoiding, minimizing and/or mitigating the adverse environm ental impacts (including health and safety issues) that are likely to arise as a result of the implementation of construction activities under the Project and enhance positive impacts; (c) the various policies, guidelines and procedures that need to be integrated during the planning, design and implementation cycle of the Project and; ( d) the indicative environm ental management measures required to effectively address or deal with the key identified issues, as said instrum ent may be amended from time to time with the Bank's prior wri tten agreement. 12. "Environm ental Impact Assessments" and the acronym EIAs" means, collectively, the Borrower's: (a) environmental impact assessments for NH -707 (two road sections), NH- 158 (one road section) and NH -516E (two road sections), and disclosed in the Bank's Infoshop on December 24, 2019, December 27, 2019 and December 20, 2019 respectively; and (b) the environm ental impact assessments to be prepared pursuant to Section I.D.2 of Schedule 2 to this Agreement (including for NH 516 E), in accordance with the provisions of the EMF, in order to assess the likely positive and negative environmental and social impact of Project activities; as such assessments may be revised, updated or supplemented from time to time with the prior written concurrence of the Bank. 13. "Environmental Management Plans" and the acronym EMPs" mean, collectively, the Borrower's plans: (a) prepared for NH-707 (two road sections), NH-158 (one road section) and NH-5 l 6E (two road sections), and disclosed in the Bank's Infoshop on December 24, 2019, December 27, 2019 and December 20, 2019 respectively; and (b) to be prepared pursuant to Section I.D.2 of Schedule 2 to this Agreement (including for NH 516 E), in accordance with the provisions of the EMF, in each case setting out avoidance, minimization, mitigation, enhancement, monitoring and institutional measures, including capacity building through training, required to: (i) eliminate adverse environmental impacts of activities to be implemented under the Project; (ii) reduce them to acceptable levels; (iii) enhance any positive impacts thereof; as such plans may be revised, updated or supplemented from time to time with the prior written concurrence of the Bank; and/or (iv) ensure compliance with Borrower's statutory environmental requirements. 14. "EPC Contracts" means the engineering-procurement-construction composite contracts for the widening and upgradation of selected roads under the Project, whereby the contractor takes comprehensive responsibility for the design, execution and maintenance of the respective asset, in each case on the basis of the model form of agreement agreed between the Borrower and the Bank. -22- 15. "ERP " means the Enterprise Resource Planning system to deliver standardized, rationalized, simplified, automated and integrated government processes that deliver value and improve efficiency. 16. "Fiscal Year" or the acronym "FY" means the Borrower's fiscal year, which begins on April I of each calendar year and ends on March 31 of the next calendar year. 17. "GAP " means the gender action plan included in the RP F, setting forth issues related to gender based violence due to labor influx and how to address them, as said plan may be revised, updated or supplemented from time to time with the prior written concurrence of the Bank. 18. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated December 14, 2018. 19. GHG means greenhouse gas emissions. 20. "Green Highways" means highways designed and constmcted incorporating the green technologies resulting in reduction of environmental footprint, including GHG emissions through efficient use of scarce natural resources, conservation of resources, climate resilience, and bio-engineering solutions. 21. "Green Technologies" means highway construction procedures or methods that result in reduction of environm ental footprint, including GHG emissions through efficient use of scarce natural resources, conservation of resources, climate resilience, and bio-engineering solutions. 22. "Integrated Road Accident Database Management System" means an electronic database of the road accidents and supporting software and hardware for recording and analyzing road crashes. 23. "Internal Audit Consultancy" and "IAC" each means the internal audit consultancy firm (s) to be selected by the Borrower pursuant to Section I.A.2( c) of Schedule 2 to this Agreement. 24. "LMP " means the labor management plan included in the EMF, EMPs, RP F, SIAs and RA Ps, or presented as a separate document, setting forth issues related to labor influx and how to address them, as such plan may be revised, updated or supplemented from time to time with the prior written concurrence of the Bank. 25. "MORTH" means the Borrower's Ministry of Road Transport and Highways, or any successor thereto. 26. "MVAA"means the Motor Vehicles (Am endment) Act 2019, approved on August 5, 2019, setting forth, inter alia, standards for motor vehicles, penalties for violations, and granting of licenses. 27. "National Highways" and "NH" each means the Borrower's national highways. -23- 28. "National Highways Interconnectivity Improvement Project" means the Project set forth in the Loan Agreement for Loan No. 8301-IN between the Borrower and the Bank dated July 1, 2014. 29. National Highway Safety System" means a comprehensive system to monitor the traffic flows and speeds and enforcement. 30. "National Road Safety Board" means the lead agency for road safety management of the Borrower, to be established in accordance with the MV AA . 31. "NHA I" means the National Highways Authority of the Borrower. 32. "NHID CL" means the National Highways and Infrastructure Development Corporation of the Borrower. 33. NR SB" means the National Road Safety Board of the Borrower. 34 ·PFM Manual means the manual dated February 19, 2020, for purposes of the Project, which provides detail guidance on accounting, auditing, reporting, and financial management arrangements, including segregation of financial management duties, internal control protocols, accounting and record keeping procedures, funds flow arrangements, withdrawal applications procedures, asset management, applicable to the Project, including the format of the interim unaudited financial reports to be submitted under the Project; as such manual may be revised, updated or supplemented, from time to time, with the prior written concurrence of the Bank. 35. PIU" means the sub-project level implementation unit to be established in respect of each of the Project's selected roads pursuant Section I.C.2 of Schedule 2 to this Agreement; and the term "Pills" means all such sub-project implementation units collectively considered. 36. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018. 37. "Project Management Consultant" and PMC" each means the project management consulting finn to be selected by the Borrower pursuant to Section l.A.2 (a) of Schedule 2 to this Agreement. 38. "Project States" means the Borrower's States of Rajasthan, Himachal Pradesh, Uttar Pradesh and Andhra Pradesh, and/or any other states of the Borrower as mutually agreed between the Borrower and the Bank. 39. ·PSC" means the project steering committee established by the Borrower and referred to in Section I.A. I ( a) of Schedule 2 to this Agreement. 40. "PWDs" means collectively the Public Works Departments of the Project States. -24- 41. "RA P Implementation Support Agency" means each of the specialized social mobilization non-government organizations or consulting firms to be selected by the Borrower pursuant to Section I.C.3(c) of Schedule 2 to this Agreement. 42. "Resettlement Action Plans" and the acronym "RAP s" mean, collectively, the Borrower's resettlement and relocation plans: (a) prepared in respect of NH-707, NH-158, and NH - 516E, and disclosed in the Bank's Info shop on December 24, 2019, respectively; and (b) to be prepared pursuant to Section I.D.2 of Schedule 2 to this Agreement, in accordance with the provisions of the RPF, in each case identifying Affected Persons on account of implementation of Project activities in the respective Selected Road or section thereof, and setting forth the tenns and conditions for providing them with resettlement assistance and/or compensation, as well the procedures to be applied in the identification, assessment and mitigation of potential Project related social impacts, including the protocols for consultation, the processing of complaints and grievance redressal, monitoring and reporting requirements, and Affected Persons' entitlement schedules; as such plans may be revised, updated or supplemented, from time to time, with the prior written concurrence of the Bank. 43. Resettlement Policy Framework" and the acronym RPF" each mean the Borrower's framework, dated December 24, 2019, setting forth the guiding principles, acceptable standards and procedures for: (a) the screening of Project activities and the identification of any Affected Persons and or Tribal Groups, on account of their implementation; (b) the preparation of their prescribed Resettlement Action Plans and Tribal Development Plans, as applicable; and (c) including a Tribal Development Framework; as such framework may be revised, updated or supplemented from time to time with the prior written concurrence of the Bank. 44. "Road User Satisfaction Survey" means the baseline, midterm, and end stage user satisfaction surveys to capture users' perception of the positive/negative changes resulting from the Project. 45. Safeguard Documents" means, collectively, the EMF, the RPF, the Tribal Development Framework, EIAs, EMPs, SIAs, RAPs, Tribal Development Plans and any other plans that may be required or prepared in accordance with the EMF and RPF. 46. "Selected Road" means the stretches of the roads NH-707, NH-158, NH-516E, as well as any other roads that the Borrower and the Bank may agree from time to time, provided that all these roads meet the criteria set out in paragraph 1 of Section LC of Schedule 2 to this Agreement. 47. "States" means any of the political subdivisions of the Borrower, acknowledged in the Borrower's States Reorganization Act of 1956; and/or subsequent complementary legislation and treaties. 48. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. -25- 49. "Social Impact Assessments" and the acronym SIAs" each mean, collectively, the Borrower's: (a) social impact assessments prepared for roads NH-707, NH-158, and NH- 516E, and disclosed in the Bank's Infoshop on December 24, 2019, respectively; and (b) the social screening to be prepared pursuant to Section l.D.2 of Schedule 2 to this Agreement, in accordance with the provisions of the RPF, in order to assess the likely social impact of Project activities; as such assessments may be revised, updated or supplemented from time to time with the prior written concurrence of the Bank. 50. "System Integrator" means the firm to integrate different modules of the enterprise resource planning system. 51. "Technical Audit Consultancy" and "TAC" each means a means an audit consulting finn(s) to be selected by the Borrower pursuant to Section I.A.2(b) of Schedule 2 to this Agreement for independent verification of DLis/DLRs and for performing an annual integrated perfonnance audit covering, among others, engineering designs, management of social and environmental issues and quality assurance. 52. "Training" means the reasonable cost of trainings, seminars, workshops, conferences and study tours, conducted in the territory of the Borrower and/or overseas, including: (a) the fees of training institutions and courses; (b) domestic and international travel costs, lodging costs, and subsistence/per diem allowances both for trainers and trainees; (c) the rental of training facilities; and ( d) preparation, purchase or reproduction of training materials. 53. "Tribal Development Framework" and "TDF" each means the framework prepared and adopted by the Borrower, satisfactory to the Bank, and which sets out the principles, organizational arrangements (including consultation, budget and disclosure), and design criteria to be applied to Project activities which affect tribal groups, as such framework may be amended from time to time with the prior written agreement of the Bank. 54. "Tribal Groups" means any distinct, vulnerable, social and cultural group within the territory of the Borrower, that: (i) self-identifies as such and claims, and is recognized by others as, having a distinguishable cultural identity; (ii) has collective attachment to geographically distinct habitats or ancestral territories in the Project area, and to the natural resources in these habitat and territories; (iii) has customary cultural, economic, social and political institutions that are separate from those of the dominant society and culture; and (iv) has an indigenous language, often different from the official language of the Borrower. 55. "Tribal Development Plans" and the acronym "TDPs" each mean, collectively, the Borrower's development plans: (a) prepared for NH-707, NH-158, and NH-516E, respectively; and (b) to be prepared pursuant to Section I.D.2 of Schedule 2 to this Agreement, in accordance with the provisions of the TDF, setting out, in each case: (i) the measures designed to ensure meaningful consultation with, and informed participation of, Tribal Groups and their communities in a Project State in the design and implementation of the Project activities in respect of a selected road, as well as; (ii) the envisioned Project benefits for said Tribal Groups and communities which shall be/are culturally appropriate and socially inclusive.