GCF GRANT NUMBER TF0C4833-GW Green Climate Fund Financing Agreement (Solar Energy Scale-Up and Access Project) between REPUBLIC OF GUINEA-BISSAU and INTERNATIONAL DEVELOPMENT ASSOCIATION Acting as an Accredited Entity of the Green Climate Fund GCF GRANT NUMBER TF0C4833-GW GCF FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF GUINEA- BISSAU (“Recipient”) and INTERNATIONAL DEVELOPMENT ASSOCIATION acting as an Accredited Entity of the Green Climate Fund (“Bank”). The Recipient and the Bank hereby agree as follows: ARTICLE I — STANDARD CONDITIONS; DEFINITIONS 1.01. The Standard Conditions (as defined in the Appendix to this Agreement) apply to and form 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 Standard Conditions or in the Appendix to this Agreement. ARTICLE II — PROJECT 2.01. The Recipient declares its commitment to the objective of the project described in Schedule 1 to this Agreement (“Project”). To this end, the Recipient shall carry out the Project through MOE in accordance with the provisions of Article II of the Standard Conditions and Schedule 2 to this Agreement. ARTICLE III — GCF FINANCING 3.01. The Bank agrees to extend to the Recipient a non-reimbursable grant in the amount of ten million five hundred thousand Dollars ($10,500,000) (variously, “GCF Grant” and “GCF Financing”), to assist in financing the Project. 3.02. The Recipient may withdraw the proceeds of the GCF Financing in accordance with Section III of Schedule 2 to this Agreement. 3.03. The GCF Financing is funded out of the GCF Accredited Entity Trust Fund for which the Bank receives periodic contributions from the GCF. In accordance with Section 3.02 of the Standard Conditions, the Bank’s payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the GCF under the GCF Accredited Entity Trust Fund, and the Recipient’s right to withdraw the GCF Financing proceeds is subject to the availability of such funds. ARTICLE IV — REMEDIES OF THE BANK 4.01. The Additional Event of Suspension consists of the following, namely that the Financing Agreement and/or the ESMAP Grant Agreement have been amended, -2- suspended, abrogated, repealed, or waived so as to affect materially and adversely the ability of the Recipient to perform any of its obligations under this Agreement. ARTICLE V — EFFECTIVENESS; TERMINATION 5.01. The Additional Condition of Effectiveness consists of the following: (a) the Recipient has prepared and adopted the Project Implementation Manual, in form and substance satisfactory to the Bank; and (b) the Recipient has appointed two focal points one in EAGB and one in ME with terms of reference, qualification, and experience satisfactory to the Bank. 5.02. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 5.03. For purposes of Section 8.05 (b) of the Standard Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE VI — REPRESENTATIVE; ADDRESSES 6.01. The Recipient’s Representative is its minister responsible for finance. 6.02. For purposes of Section 9.01 of the Standard Conditions: (a) the Recipient’s address is: Ministério das Finanças Avenida Amilcar Cabral Caixa Postal Nº. 67 Bissau Republic of Guinea-Bissau; and (b) the Recipient’s Electronic Address is: E-mail: ilidio_94@hotmail.com jaimejnh@gmail.com 6.03. For purposes of Section 9.01 of the Standard Conditions: (a) The Bank’s address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 -3- United States of America; and (b) the Bank’s Electronic Address is: Telex: Facsimile: E-mail: 248423 (MCI) 1-202-477-6391 kmiwa@worldbank.org -4- AGREED as of the Signature Date. REPUBLIC OF GUINEA-BISSAU By _____________________________________/s1/ Authorized Representative H.E. Mr. Ilídio Vieira Té Name: __________________________/n1/ Ministro das finanças Title: __________________________/t1/ 10-Jun-2024 Date: __________________________/d1/ INTERNATIONAL DEVELOPMENT ASSOCIATION Acting as an Accredited Entity of the Green Climate Fund By _____________________________________/s2/ Authorized Representative Keiko Miwa Name: __________________________/n2/ Country Director Title: __________________________/t2/ 09-Jun-2024 Date: __________________________/d2/ -5- SCHEDULE 1 Project Description The objective of the Project is to enable solar power generation and increase access to electricity in the Recipient’s territory. The Project consists of the following parts: Part 1. Development of Solar Energy Generation and Network Enhancement 1.1. Preparation and Implementation of Utility-Scale Solar Parks through: (a) Project preparation studies including: (i) preparation of detailed environmental and social studies, including the environmental and social management plans and the resettlement action plans; (ii) detailed feasibility studies for the utility-size solar farms in Bissau and provincial cities as well as the mini-grids in the Bijagos Islands; (iii) VRE integration studies; (b) Transaction advisory services to mobilize private capital for the implementation of the solar investments and mini grids, identify the appropriate business model for their rollout (PPP and/or IPP options), prepare bidding documents and tender for the selection of private developers, PPAs and other legal documents; such advisory services to include technical experts, procurement experts, legal experts, financial experts, and environmental and social experts; (c) Site preparation activities including site identification and preparation for construction, such as, inter alia: (i) coordination with the Recipient to ensure permits issuance and regulatory requirements; (ii) removal of native vegetation with environmental and social compliance; and (iii) preliminary site clearing, leveling and fencing for construction access. 1.2. Solar Grid Infrastructure Upgrade and Expansion and Investment in BESS through: (a) Solar parks grid connection infrastructures to connect the solar plants planned under Part 1.1 in Bissau, including single or double circuit power lines, switching stations and upgrades at collector substation; (b) BESS for solar parks following the completion of the VRE integration studies under Part 1.1; and (c) Investment for grid modernization and upgrade to ensure large penetration of VRE upon the recommendations of the VRE integration studies, including: (i) addition or replacement of lines and transformers for grid extension and capacity enhancements; (ii) equipment for smoothing the voltage map, such as voltage regulators, capacitor banks and other reactive power compensators; (iii) equipment for faster, digitalized and more efficient grid operation, such as monitoring systems, demand and production forecasting systems, automats for controlling generation units and grid operations through automatic generation control with a strong SCADA system to be established in a new national control center covering a wide range of grid services; and (iv) setting-up of said national control center to efficiently manage operation, control, and dispatching from the entire national grid -6- through transmission connections with neighboring countries once interconnected through WAPP. 1.3. Distributing Solar Energy Supply Solutions through the (a) Development of Solar-Based Mini-Grids, including: (i) Site preparation activities, such as site identification and preparation for construction, including: (A) coordination with the Recipient to ensure that all regulatory requirements are met; (B) permit costs and verification of environmental compliance; and (C) preliminary site clearing works, levelling and fencing; (ii) Construction of power generation infrastructure and distribution networks by financing the design, supply and installation of mini- grids including solar PV plants and distribution network; and (iii) (A) ‘Last-mile’ connection service with provision and installation of complete service connection materials to connect households, small- to medium-size enterprises, and community infrastructures, including procurement and installation of conductor cables, meters, meter mounting board and other accessories; and (B) carrying out community awareness campaigns during said last-mile connection service on harmful social norms and gender-based violence; and (b) Solar PV Solutions for Health Facilities and Productive Uses, through: (i) Access to electricity using individual solar systems to all health facilities with no access to electricity and by improving the reliability and sustainability of the electricity supplied in a selected number of priority health facilities in urban and rural areas, as well as solar solutions for staff residences; and (ii) Distribution of solar kits for productive uses of electricity, including the retrofit of solar solutions to existing pumps for irrigation of small farms. 1.4. Investing in Enhanced Reliability of Electricity through (a) Reinforcement of the existing Antula substation and completion of new distribution lines including the financing of the relevant studies and engineering supervision services; (b) Rehabilitation and/or upgrading of existing distribution networks with the reinforcement and extension of existing lines, installation and distribution of substations, completion of the MV ring in Bissau, replacement of wooden poles and pole-mounted transformers and insulators, accessories, and conductors; and (c) Connection of existing MV customers in Bissau for which EAGB was not able to provide access to the grid. Part 2. Capacity Building, Technical Assistance, and Implementation Support 2.1. Capacity Building and Technical Assistance to EAGB and ME for the: (a) Preparation of a management implementation plan for EAGB to implement an optimal organizational structure for EAGB with the incorporation of modern, integrated information systems; (b) Implementation of EAGB organizational and staffing structure based on the recommendations of the MIP, including the communications strategy, the staffing and management framework and the financing of Stipends and Scholarships; (c) Professional program to create a critical mass of competent specialists in core functions, including financial -7- management, procurement, monitoring and evaluation, environmental and social, electrical and renewable energy technicians and engineers to address the shortage of professionals in the energy sector; (d) Incorporation of management information systems which will include the upgrade or purchase of a commercial management system , an integrated distribution management system, and an enterprise resource planning system, including the update of respective databases supported by a geographic information system and training of users; (e) Implementation of a revenue protection program by means of ensuring permanent billing of all the large customers according to their actual fully metered consumption based on zero non-technical losses; (f) Construction of EAGB headquarter and operationalization of remote centers to cover Bissau and additional areas of the Recipient’s territory; (g) Technical Assistance with the (i) hiring of consultants to support EAGB for the final design of the activities, the preparation of the bidding documents, and the supervision of the implementation of substations and the distribution works; (ii) assistance to ME to carry out various sector studies (national electrification strategy, cost of service study, off-grid market assessment, tariff study, update of study for the creation of regulatory body, update of the electricity sector masterplan), training and capacity building activities; (iii) support to ME in the implementation of its national action plan for gender mainstreaming in energy access; and (h) Capacity building and support for national actors on Compensation and Land Costs. 2.2. Support to the Project Implementation Unit by covering goods and services, additional experts, trainings and workshops/seminaries, external and internal audits, technical assistance activities, and operating costs. Part 3. Contingent Emergency Response Providing immediate response to an Eligible Crisis or Emergency, as needed. -8- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. The Recipient shall vest in MOE the overall responsibility for the implementation of the Project and shall take all actions, including the provision of funding, personnel, and other necessary resources, to enable the Project Steering Committee, the Project Implementation Unit, and the Project Partners to perform their functions and obligations, in accordance with the provision of this Agreement, the Cooperation Agreements and the Project Implementation Manual. 2. The Recipient shall appoint and thereafter maintain two focal points one in EAGB and one in ME with terms of reference, qualification, and experience satisfactory to the Bank and with functions further described in the Project Implementation Manual. 3. Project Steering Committee The Recipient shall maintain throughout the Project implementation period, the Project Steering Committee with composition, mandate, and resources satisfactory to the Bank, to be chaired by MOE, and to be comprised of, inter alia, representatives of the Recipient’s ministries and agencies responsible for the Project, including ME and EAGB, as further detailed in the Project Implementation Manual. To this end, the Recipient shall ensure that the Steering Committee is responsible for endorsing the Annual Work Plans and Budgets for the Project, strategic guidance, and overall oversight of the Project, as further described in the Project Implementation Manual. 4. Project Implementation Unit The Recipient shall, throughout the Project implementation period, maintain within the administrative authority of MOE, a Project Implementation Unit, with composition, mandate, and resources satisfactory to the Bank as detailed in the Project Implementation Manual, including the obligation to: (a) maintain, key staff including, inter alia, a Project coordinator, an engineer, one procurement officer, an accountant, a financial management specialist, two social safeguards specialists (one with special capacity in sexual exploitation and abuse/sexual harassment), two environmental safeguards specialists (one with special capacity in hygiene, health and security), and a monitoring and evaluation specialist; all with qualifications, experience and terms of reference acceptable to the Bank; -9- (b) be responsible for day-to-day coordination of the Project activities, including: (A) carrying out Project financial management and procurement activities; (B) monitoring and evaluating Project activities and preparing Project progress reports and monitoring and evaluation reports; (C) preparing the Annual Work Plan and Budgets; (D) ensuring compliance with the Environmental and Social Commitment Plan (“ESCP”) and Environmental and Social Standards for Project activities; and (E) coordinating with other stakeholders, including Project Partners and the Project Steering Committee. B. Project Implementation Manual (a) The Recipient shall comply with the Project implementation manual (“Project Implementation Manual” or “PIM”) as prepared and adopted by the Recipient, containing, inter alia, detailed arrangements and procedures for: (i) implementation arrangements; (ii) administrative aspects; (iii) procurement; (iv) Environmental and Social Standards; (v) Annual Work Plans and Budgets (including sources of funding for Project activities) and financial management and accounting; (vi) model forms for the Cooperation Agreements and for the Stipend and Scholarship contracts; (vii) monitoring and evaluation; (viii) codes of conduct, citizen engagement and GRM; and (ix) such other technical, administrative, fiduciary or coordination arrangements as may be necessary to ensure effective Project implementation. (b) The Recipient: (a) shall ensure that the Project is carried out in accordance with the PIM; and (b) shall not assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the PIM or any provision thereof, without the prior written agreement of the Bank. (c) Notwithstanding the foregoing, in the event of any inconsistency between the provisions of the PIM, and those of this Agreement, the provisions of this Agreement shall prevail. C. Cooperation Agreements (a) To facilitate the carrying out of the Project, the Recipient may make part of the proceeds of the Financing allocated to Category (1) available to Project Partners under cooperation agreements (the “Cooperation Agreements”) to be entered into between the Recipient and said Project Partners, under terms and conditions approved by the Bank and in accordance with the Project Implementation Manual. (b) The Recipient shall exercise its rights and carry out its obligations under the Cooperation Agreements in such a manner as to protect the interests of the Recipient and the Bank in order to accomplish the purposes of the Financing. Except as the Bank shall otherwise agree, the Recipient shall not amend, assign, abrogate, suspend, terminate, waive, or fail to enforce the Cooperation Agreements -10- or any of their provisions. In case of any inconsistencies between the terms of this Agreement and the terms of the Cooperation Agreements, the terms of this Agreement shall prevail. D. Environmental and Social Standards 1. The Recipient shall ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. 2. Without limitation upon paragraph 1 above, the Recipient shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan (“ESCP”), in a manner acceptable to the Bank. To this end, the Recipient shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Bank shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. Without limitation upon the provisions of paragraph (b) above, if 60 days prior to the Closing Date, the Bank determines that there are measures and actions specified in the ESCP which will not be completed by the Closing Date, the Recipient shall: (a) not later than 30 days before the Closing Date, prepare and present to the Bank, an action plan satisfactory to the Bank on the outstanding measures and actions, including a timetable and budget allocation for such measures and actions (which action plan shall deemed to be considered an amendment of the ESCP); and (b) thereafter, carry out said action plan in accordance with its terms and in a manner acceptable to the Bank. 4. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 5. The Recipient shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Bank through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Bank, -11- information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Bank is promptly notified of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 6. The Recipient shall maintain and operate throughout Project implementation, an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank, including a communication plan targeting vulnerable groups and a mapping of referrals for survivors in a safe, confidential and survivor-centered approach. 7. The Recipient shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors and subcontractors and supervising entities to: (a) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein; and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children, all as applicable to such civil works commissioned or carried out pursuant to said contracts. E. Contingent Emergency Response 1. In order to ensure the proper implementation of contingent emergency response activities under Part 3 of the Project (“Emergency Response Part”), the Recipient shall: (a) prepare and furnish to the Bank for its review and approval, a Contingency Emergency Response Manual (“CER Manual”) which shall set forth detailed implementation arrangements for the Emergency Response Part, including: (i) any additional institutional structures or arrangements for coordinating and implementing the Emergency Response Part; (ii) specific activities which may be included in the Emergency Response Part, Eligible -12- Expenditures required therefor (“Emergency Expenditures”), and any procedures for such inclusion; (iii) financial management arrangements for the Emergency Response Part; (iv) procurement methods and procedures for the Emergency Response Part; (v) documentation required for withdrawals of Emergency Expenditures; (vi) environmental and social management arrangements and instruments for the Emergency Response Part adopted in accordance with the Environmental and Social Standards of Section I.D of this Schedule 2; and (vii) any other arrangements necessary to ensure proper coordination and implementation of the Emergency Response Part; (b) afford the Bank a reasonable opportunity to review the proposed CER Manual; (c) promptly adopt the CER Manual for the Emergency Response Part as shall have been approved by the Bank and integrate it as an annex to the Project Implementation Manual; (d) ensure that the Emergency Response Part is carried out in accordance with the CER Manual; provided, however, that in the event of any inconsistency between the provisions of the CER Manual and this Agreement, the provisions of this Agreement shall prevail; and (e) not amend, suspend, abrogate, repeal or waive any provision of the CER Manual without the prior written approval by the Bank. 2. The Recipient shall, throughout the implementation of the Emergency Response Part, maintain the institutional structures and arrangements established in accordance with the CER Manual, with adequate staff and resources satisfactory to the Bank. 3. The Recipient shall undertake no activities under the Emergency Response Part unless and until the following conditions have been met in respect of said activities: (a) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Bank a request to include said activities in the Emergency Response Part in order to respond to said Eligible Crisis or Emergency, and the Bank has agreed with such determination, accepted said request and notified the Recipient thereof; and (b) the Recipient has ensured the preparation and disclosure of all environmental and social instruments as may be required for said activities in accordance with the CER Manual, the Bank has approved all said instruments, and the Recipient has ensured the implementation of any actions which are required to be taken under said instruments. -13- F. Annual Work Plans and Budget 1. Without limitation to the obligations set forth in Section I.B above, the Recipient shall carry out the Project or cause the Project to be carried out in accordance with the Annual Work Plans and Budgets to be prepared and furnished to the Bank not later than November 30 of each calendar year during the implementation of the Project (the first such Annual Work Plan and Budget being due as part of the Project Implementation Manual on or before the Effective Date), and containing all activities proposed for inclusion in the Project for the next calendar year, including: (a) detailed timetables for the sequencing and implementation of proposed Project activities; (b) types of expenditures required for such activities and a proposed financing plan and sources of funding for such expenditures; and (c) any Operating Costs or Training that may be required under the Project. 2. The Recipient shall afford the Bank a reasonable opportunity to exchange views on each such proposed Annual Work Plan and Budget; and thereafter ensure that the Project is implemented with due diligence during said following calendar year in accordance with such Annual Work Plan and Budget as shall have been approved by the Bank. 3. The Annual Work Plans and Budgets may only be amended from time to time in consultation with, and after approval of, the Bank. In case of any conflict between the terms of the Annual Work Plans and Budgets and those of this Agreement, the terms of this Agreement shall prevail. G. Use of Military and Security Actors 1. Without limitations to the provisions of Section I.D.2 of this Schedule and if during Project implementation, the Recipient decides to use its military or security forces, the Recipient shall: (a) prior to any involvement of its military and/or security forces in the carrying out of Project activities, send a written notice to the Bank communicating such decision, including the name of the military or security unit; and (b) all activities carried out by said military or security unit under the Project shall be under the control of MOE and shall be undertaken exclusively for the purposes related to the Project. All goods, services, Operating Costs, and Training financed by the Financing proceeds may be used by said military or security unit under the direction and control of MOE and strictly in accordance with the Project Implementation Manual and other arrangements or protocols that the Bank may require for carrying out these activities. 2. Except as the Bank may otherwise agree, the Recipient shall ensure that the ownership of any assets generated, goods procured, and works constructed by the military or security unit referred to in paragraph 1 of this Section I.G, out of the Financing proceeds shall be transferred to, or shall vest, with MOE or any equivalent or appropriate line ministry or agency agreed with the Bank. -14- Section II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Bank each Project Report not later than forty-five (45) days after the end of each calendar quarter, covering the calendar quarter. Section III. Withdrawal of the Proceeds of the GCF Financing A. General Without limitation upon the provisions of Article II of the Standard Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the GCF Financing to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Category Amount of the GCF Percentage of Grant Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Goods, works, non- 10,500,000 Up to 100% as defined in consulting services, the relevant Annual Work consulting services for Plan and Budget Parts 1.2 and 1.3 of the Project TOTAL AMOUNT 10,500,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for payments made prior to the Signature Date. 2. The Closing Date is June 30, 2030. Section IV. Other Undertakings A. Cooperation with GCF 1. Without limitation upon the provisions of Sections 2.10 and 2.11 of the Standard Conditions, the Recipient shall cooperate with the Bank and the GCF and facilitate the conduct of any reviews, ad hoc checks, verifications, or evaluations related to the Project and the GCF Financing as may be requested by the GCF. -15- 2. In the event that the Recipient seeks to convert any greenhouse gas emission reductions achieved by the Project into offset credits during its implementation, to the extent permitted by applicable laws and regulations, the Recipient shall (i) obtain the Bank’s prior written consent (which consent may not be unreasonably withheld) on a volume of greenhouse gas emission reductions that is directly attributable to GCF Proceeds, which may not be converted into offset credits by the Recipient; and (ii) report to the Bank the volume of greenhouse gas emission reductions that is not directly attributable to GCF Proceeds and converted into offset credits. B. Additional Commitments 1. By December 31, 2027, or such other date as the Bank shall agree upon, the Recipient, through MOE, shall: (i) carry out jointly with the Bank, a mid-term review of the implementation of operations under the Project, which shall cover the progress achieved in the implementation of the Project; and (ii) following such mid-term review, act promptly and diligently to take any corrective action as shall be agreed by the Bank. 2. The Recipient shall, not later than one (1) month after the Effective Date, publish the Safeguard Instruments, in form and substance satisfactory to the Bank. 3. The Recipient shall, not later than three (3) months after the Effective Date, hire and thereafter maintain a social safeguard specialist with special capacity in sexual exploitation and abuse/sexual harassment), with qualification, experience, and terms of reference in form and substance satisfactory to the Bank. 4. The Recipient shall, not later than three (3) months after the Effective Date, hire and thereafter maintain the internal auditor for the Project, with qualification, experience and terms of reference in form and substance satisfactory to the Bank. 5. The Recipient shall, not later than six (6) months after the Effective Date, hire and thereafter maintain the external auditors for the Project, with qualification, experience and terms of reference in form and substance satisfactory to the Bank. -16- APPENDIX Definitions The definitions set out in the Appendix to the Financing Agreement are incorporated herein by reference and apply to the Project, mutatis mutandis, with the following modification: 1) The following definition for the Standard Conditions hereby replaces the definition for the General Conditions: “Standard Conditions” means the “International Bank for Reconstruction and Development and International Development Association Standard Conditions for Financing Made by the Bank Acting as an Accredited Entity of the Green Climate Fund Out of the GCF Accredited Entity Trust Fund”, dated October 8, 2019. 2) The expression “the Association” is replaced by the expression “the Bank”.