FINANCIAL PROCEDURES AGREEMENT EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT,

FINANCIAL PROCEDURES AGREEMENT between EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT and THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, as Trustee of THE TRUST FUND FOR THE STRATEGIC CLIMATE FUND,21 1/ ;?~I L,2010

FINANCIAL PROCEDURES AGREEMENT FINANCIAL PROCEDURES AGREEMENT (hereinafter the "Agreement"), dated as of :21 Ifpl',' I, 2010 made between the International Bank for Reconstruction and Development (the "World Bank") as trustee (the "Trustee") of the Trust Fund for the Strategic Climate Fund (the "SCF") (the "SCF Trust Fund"), and the European Bank for Reconstruction and Development as implementing entity of the SCF (the "EBRD", "Implementing Entity" or "IE"); PREAMBLE WHEREAS (A) the World Bank, in consultation with the other MDBs, developed and developing countries and other development partners, proposed to establish the SCF as one of the two strategic funds under the Climate Investment Funds (CIF), along with the Clean Technology Fund (CTF); WHEREAS (B) following the approval by the Executive Directors of the World Bank of the establishment of the SCF Trust Fund on July 1, 2008, the Governance Framework for the SCF (the "SCF Governance Framework Document") was adopted at the joint meeting of the Trust Fund Committees for CTF and SCF on November 18, 2008, held in Washington, D.C., the United States of America; WHEREAS (C) pursuant to the terms of the SCF Governance Framework Document, the World Bank serves as Trustee for the SCF Trust Fund and, in its capacity as the Trustee, has established the SCF Trust Fund to receive contributions from contributors to the SCF Trust Fund; WHEREAS (D) EBRD is empowered by Article 18 of the Agreement Establishing the EBRD to establish and administer Special Funds to carry out special operations financed by Special Funds resources. On October 21, 2009, the EBRD Board of Directors approved the establishment of the EBRD Climate Investment Fund Special Fund (the "EBRD CIF Special Fund") and the Rules of the EBRD CIF Special Fund (the "Special Fund Rules"). The EBRD CIF Special Fund, is comprised of two sub-accounts: 0) the Strategic Climate Fund Sub-account, established to receive SCF Trust Fund funds for the further investment in SCF Projects, managed and administered by EBRD in accordance with the terms of this Agreement, the Special Fund Rules and the SCF Governance Framework Document; and (ii) the Clean Technology Fund Subaccount;

2 WHEREAS to access to including the WHEREAS (F) the Implementing Entity now to enter into relating to the for commitment and SCF Fund resources to the and the administration and use resources by Implementing' WHEREAS (0) the paid to pursuant to this shall managed administered in with Agreement. NOW, THEREFORE, the Entity hereby as follows: 1. INTERPRETATION Section 1.1. the context otherwise several terms defined Preamble to this shall set forth therein following additional terms shall have " Administrative Fiscal Year" means July 1 through June 30 of Establishing means the Agreement the..r".,,,,,,n Bank for Reconstruction and Development May 29, 1990;

"Authorized Officer" means a person is authorized to in the name and on behalf of the Implementing Entity for purposes of Agreement; Day" means a day on which the Implementing Entity are open for World Bank Funds" means any cancelled amount the funding from the Projects, Administration or Administrative Budget, which the has committed pursuant to 3.1 below; to for of the Administrative which shall be substantially in the form to this as Annex F; Transfer Request for Project Administration submitted by Implementing funds to SCF which shall be substantially in submitted by the Fund funds to the substantially in the be administrati ve other activities during than the costs covered by the Country the Special Administrative Budget; "Country Programming Administrative means the portion of the Administrative Budget allocated out of the Country Programming Pool by the MDB Committee to the Implementing

4 "Country Programming Budget Pool" means the amount al by the Tmst Fund Committee as a budget pool to made available to cover administrative and costs incurred by MOBs with their to country programming of SCF resources, including preparation development of, which pool the MOB Committee is authorized to make a further allocation to an individual Document" means the Document for the respective approved by the Sub-committee for such America; or "US$" means dollars in currency of Sub-account" means sub-account of the into which all Trust shah paid by the Year" means 1 through Investment Program which is one of avoidance Investment Trust Fund under the terms Sub-committee. the Principal Repayment, or investment income to the any Income, including funding by Implementing (ii) any income if any, on the Administration but includes any earned, if any, on the SCF Trust Fund funds transferred as Administrative Budget exclusion such income is approved by the SCF Fund Committee;

- 5 but not limited PPCR, Investment Strategy for FIP and prepared by recipient country, in cooperation with the MOBs, pursuant to Document for the relevant to be submitted to the relevant Sub-committee for endorsement of further development activities for SCF funding; of Commitment" means a letter from to Implementing Entity confirming the commitment of Trust Fund funds to the Implementing which shall be substantially the. attached to this Agreement as Annex A and include in annex decisions the Trust Committee and/or the relevant as the case may be, approving the the currency of approved allocations for which Commitment is of Commitment Cancellation" means a from to Implementing confirming cancellation of commitment of SCF Trust Fund funds to the Implementing Entity, which shall be substantially in to r"'''''rr\i'''nt as means Implementing Entity and certain other multilateral development banks named in the Governance Document; means the to the MOBs, with the terms of means the which is one of means any repayment of principal of SCF or '~H'~'~' product provided by the Implementing in of a Trust Fund resources, which is due to be returned to the pertinent funding approved by the relevant the avoidance doubt, Principal Repayment does not include any Unused Funds; means the amount allocated to the decisions by the relevant to cover the Implementing the project any

- 6 avoidance of doubt, Project Administration not include any or due to received Implementing from Project Recipient, and is not provided to cover any cost which is covered by such by the Entity from any ect Recipient" means funding from the Implementing into with the Implementing directly or indirectly, Project under an "Proposal" means proposal submitted by, or on behalf to the Fund or the as the case "Rules" means the Rules of the EBRD Fund approved Board of Directors on October 21, 2009, as amended, attached I, as may be amended as Schedule "SCF Project" means Project of which SCF funding is committed form of a guarantee; "SCF Loan" means a loan ~uu,v.v by Implementing indirectly, to a Project from the resources Non-guarantee means any SCF in respect of which the funding is committed the Implementing Entity in a form other than a including, avoidance doubt, any Loan; Program" means program established by the Fund Committee pursuant to the terms SCF Document, including but not limited to the means that part of a project, program or activity which is to be financed with from Fund as approved by the relevant Sub-committee based upon Proposal submitted Implementing avoidance of doubt, Project includes technical assistance including which are directly provided by the Implementing Entity and for which the Recipient not funding the Implementing Entity provided technical from approved by as the case may be;

- 7 Sub-committee" means Program in accordance with the terms of Document; any Framework Trust Fund means the trust fund committee of established accordance with the terms of Framework "Special Administrative Budget" means portion of Administrative Budget allocated to Implementing Entity (where relevant, out of the Special Administrative Budget Pool) to cover the administrative and by the wi th the performance the SCF and approved Fund; "Special Administrative Pool" means the amount allocated by as a budget pool to be available to cover the and other costs incurred connection with the of or that are out more than one MDB, where the allocation was made by the Trust Fund for the costs of all MDBs concerned for a further allocation by MDB Committee to an individual MDB to carry out such or initiatives; means the Scaling-up Renewable 1Il Low Countries which is one of and "Unused Funds" means undisbursed or unused funds from any Project or Administrative Budget which: (a) the Trustee has committed pursuant to Section 3.1; and due to following of' for which was provided. the Administrative Budget, Unused means any or unused committed by the which are no longer due to be disbursed for activities carried out during the for which the budget was provided. Section 1.2. Framework Document (as the Preamble (b) of this Agreement) the Documents for all of constitute an integral part of to any amendment to the terms without the prior consent the Implementing withheld or delayed).

- 8 Section 2. ADMINISTRA. TION OF THE EBRD CIF SPECIAL FUND BY THE IMPLEMENTING ENTITY The Implementing to to it by the terms of Implementing respect of disbursements In Section as contemplated in this of such functions, exercise the same to the administration and implementation of its own resources or any other Special Fund administered by the Implementing Entity. In administering elf Special Fund and performing functions in with this the Implementing shall not be damages or other liability may the other than or willful misconduct. 3. COMMITMENT OF FUNDS BY THE TRUSTEE Section 3.1. following procedures shall apply to the to Implementing Entity. (a) (i) Proposals allocation of the Fund resources to the Implementing Entity for any or Project Administration shall be submitted by to the relevant Sub-committee pursuant to Framework Document. for allocation the Trust Fund resources to Administrative Budget (except in the case (iii) below) shall submitted by Implementing pursuant to terms Framework Document.

- 9 (iii) In case of Country Administrative Budget Pool, Administrative Budget Pool, MDB Committee for the and other MDBs concerned, submit to the Committee approval, a Proposal for overall allocation of the Fund resources for the relevant Country Programming Pool or Administrative Pool. of a Proposal by the or the as the case subject to availability of resources the shall reserve Trust Fund funds the amount approved by Trust Fund Committee (and allocated by the MDB where relevant) or the relevant Sub-committee, as the case be, to be made available for a commitment to the Implementing Entity by pursuant to 3.ICc) (d) below. In case funds this Section a SCF Project and the Implementing notifies the Trustee of cancellation by Implementing of the Project Project Administration Fee in whole or part prior to a commitment by the under 3.1 (c) below, the Trustee shall amount of Trust funds corresponding to which was previously for and/or Project Administration amount be made available for allocation relevant for other purposes. (c) extent that funds have been reserved under Section 3.1 (b), the shall to the Implementing as follows: (i) and Project Administration the shall, subject to availability of resources in the Trust Fund, commit Trust Fund funds to the Implementing Entity in the amounts approved by the Sub-committee promptly following the of approval the relevant Sub-committee. Administrative shall, subj ect to Trust Trust the amount approved by the MDB Committee, where relevant) promptly following Trust approval by the Committee (and the allocation by the )ADB Committee following Fund

- 10 i) For the Programming Administrative Budget, the shall, subject to the availability resources in Trust Fund, commit Trust Fund funds to Implementing Entity in the amount allocated by MDB Committee promptly following this allocation. Fund funds from the Trustee to the 3.1 ( c) shall confirmed, on a agreed period) by means a of (e) If there are any Funds or Unused Funds, the corresponding amount of the Trust committed Trustee (whether held by the Implementing Entity or the Project Recipient) shall cancelled such Unused Funds or Cancelled Funds. Such shall be information provided the Implementing to the II.2(d) below in respect of the Cancelled Funds, and or (f) below in the Unused Funds. Any cancellation any Project Administration from cancellation of the Project, shall be calculated in accordance with relevant Trust Fund Committee or the relevant Sub-committee, as commitment of the SCF Trust funds Entity under Section 3.1 (e) shall be confirmed by means a of Commitment Cancellation. Notwithstanding the provision Commitment shall indicate the availability of up to full amount if the conditions met. 4. TRANSFER OF FUNDS BY TO THE IMPLEMENTING ENTITY Section 4.1. The following shall apply to the Trust Fund funds by to the Implementing for

- 11 request the transfer of Trust Fund funds have been committed by the Trustee for the 3.1 above, and (ii) the Project has been Entity in with its Upon meeting two conditions provided for shall submit, or as Request SCF Projects to Trustee. (i) (1) The Entity may a transfer of flmds, substantially form attached to as Annex 1, on the projected cash requirements next (6)-month period (or other frequency as Trustee and the Implementing Entity adj to reflect the net cash position EBRD SCF Sub-account (as referred to in 4. 1 (d)(i)(b) below). The projected cash shall be calculated by Entity Notwithstanding provisions Section 4.1(c)(i)(l), if Proposal(s) explicitly requested an up full amount of the relevant SCF Non-guarantee Projects, authorization the same was at the of Proposa\(s) by the Entity up to full amount of the guarantee Project, substantially in the provided the were available commitment at the time relevant approval Proposal( s), based on confirmation of availability made by prior to submission of the relevant Proposal( s).

]2 Trust Fund funds with Section 4.1(c)(i)(2) shall performed Implementing in 4.1(c)(i)(1) to the net cash position of the relevant SCF Program in the EBRD Sub-account. Guarantee the Implementing Entity substantially in form basis and to the full amount (d) Each Cash Transfer Request Proj ects shall signed by Authorized and shall indicate: (i) for any request of for SCF (A) requirements Projects for relevant Program such other frequency Entity may Non-guarantee six (6)-month the a statement of the net cash (net cumulative Trust Fund funds received from the Trustee for Nonguarantee cumulative SCF Projects in the Program) as of the date of the to Section 4.1 and the amount funds to transferred. (ii) any request of funds for Guarantee (A) name(s) of the Guarantee Project(s), the name(s) of the relevant Program(s) and the amount(s) of funding by relevant SCF Sub-committee the project(s);

- 13 (B) Program as (C) the amount funds requested to transferred. 4.1 (d)(i) above, for of funds Project which has been approved relevant its up-front of up to the amount of 4.1 (c)(i)(2) above; (A) name(s) of the Non-guarantee name(s) of SCF Program(s) the SCF approved by committee project(s); (B) Trust Fund funds for the relevant from the for the of and (C) the amount funds to transferred. (e) Upon receipt of a Cash Request for Projects, shall that: (i) for any SCF Projects (except for Non-guarantee Projects which funds are requested to transferred in accordance with Section 4.1 (c)(i)(2) above), the amount by Implementing Entity does not exceed the amount to (A) net cumulative Trust Fund funds the relevant committed by and approved by the Implementing Non-guarantee Projects or as the case may Guarantee Projects, less (B) the net cumulative funds for the by the Trustee to Entity for the SCF Non-guarantee or as the case may be, Projects; and (ii) for any request guarantee Projects for which are requested to with Sections 1(c)(i)(2) above and 4.1(c)(ii),

- 14 exceed the amount for the relevant SCF Program committed by the Trustee for that SCF Guarantee Project or, as the case may be, SCF Non-guarantee Project. (f) (i) Upon the verification referred to in Section 4.1 (e)(i) above and subject to the availability of resources in the relevant SCF Program of the SCF Trust Fund, the Trustee shall transfer to the EBRD SCF Sub-account the amount of funds requested for SCF Projects in each Cash Transfer Request for SCF Projects. Notwithstanding the foregoing, in the case of SCF Non-guarantee Project, except for SCF Non-guarantee Projects for which funds are requested to be transferred in accordance with Section 4.1 (c)(i)(2) above, if the Trustee has reasonably determined that after transfer of requested funds from the SCF Trust Fund, there would be a balance in the relevant SCF Program of the EBRD SCF Sub-account that exceeds the projected cash requirement of the Implementing Entity for the next six (6) months, the Trustee may transfer such lesser amount as the Trustee deems appropriate to satisfy the disbursement needs of the Implementing Entity for the next six (6) months; provided, however, that such determination by the Trustee shall be made based on: (i) the relevant documents from the relevant SCF Sub-committee; (ii) the Trustee's review of the amount of SCF Trust Fund funds for the relevant SCF Program received by the Implementing Entity from the Trustee for SCF Non-guarantee Projects but undisbursed by the Implementing Entity to Project Recipients; (iii) the Trustee' s review of Cancelled Funds or Unused Funds from SCF Non-guarantee Projects reported by the Implementing Entity for the relevant SCF Program under Sections 11.2 (d) and (e) below; and (iv) consultation with the Implementing Entity on the purposes for which any such undisbursed funds may be used. (ii) Upon the verification referred to in Section 4.1 (e)(ii) above, the Trustee shall transfer to the Implementing Entity the amount of funds requested for such SCF Projects in each Cash Transfer Request for SCF Projects. (g) Any transfer of funds under Section 4.1(f) shall be made by the Trustee no later than ten (10) Business Days after the Trustee has confirmed the receipt of all information required from the Implementing Entity under Section 4. 1. Section 4.2. Pro ject Administration Fees The following procedures shall apply to the transfer of the SCF Trust Fund funds by the Trustee to the Implementing Entity for the Project Administration Fees. (a) The Implementing Entity may request the transfer of SCF Trust Fund funds for any Project Administration Fee after the SCF Trust Fund funds have

- 15 been committed for the Project Administration 3.1 above. by the shall ll1 (c) below. (b) Every six (6) months (or at such Implementing Entity may the Implementing facsimile or as otherwise with the a Cash pursuant to submitted to email, Request for (c) Cash Request for Project Administration signed the Authorized Officer, and shall indicate the net cumulative Trust Fund funds received Administration for the relevant SCF Program as of the date of request and the to transferred; provided that amount to the net cumulative amount Program committed the Trustee Project Administration the net cumulative amount of Fund funds for the relevant SCF Program received for Project Administration from the Trustee, both as ofthe date the request. funds to be Oi) by the Trustee to EBRD SCF Sub-account for the Project Administration SCF Program as ofthe date of the request. Upon such verification and subject to availability resources in the relevant of the Fund, the shall to amount of funds requested Section 4.3. following shall apply to the of the Fund funds Trustee to the Implementing Entity for funding its Administrative Budget.

- 16 been committed by the the pursuant to Section 3.1 request by submitted to m with (b) (i) For the Administrative Budget, once a at such other or frequency as the Trustee and the Implementing may agree) the commitment the Implementing Entity may submit, by or as otherwise with the Trustee, a Request for Administrati ve to (ii) the Country Administrative Budget and the Special Budget, (6) months (or at such other frequency as the Implementing may the commitment by the the Implementing Entity may submit, by email, facsimile or as otherwise with a Cash Administrative Budgets to the Trustee. for Administrative Budgets shall be by the indicate net cumulative Trust Fund from the for the Sub-categories of the Administrative Budget as of the and amount funds requested to be provided that amount requested shall not net cumulative amount of the for the Budget net cumulative amount of the that Sub-category the Administrative Budget from the date of the request. (d) Upon shall of resources in Sub-account the amount the Administrative (e) Any transfer of funds under 4.3(d) shall be made by the Trustee no later than ten 0) Days after Trustee has confirmed the of all Implementing under

- 17 Section 4.4. each such funds from the Trustee to the account as the request the same currency. In shall notify Implementing Entity of (b) Implementing Entity shall entitled to withdraw and transfer to own account from the Sub-account of Administrative and as are incurred by Implementing Entity. 5. USE OF FUNDS Section funds to the Implementing Entity under 4 Agreement may be used only for the purpose for which they have beenprovided under the terms of the SCF Governance Framework Document, the Document for the SCF and applicable Fund Committee and the relevant SCF Sub-committee, including relevant by the MDB Committee or Sub-committee, as for individual allocations Trust Fund funds. Section The Implementing shall responsible (a) the use funds transferred by Trustee and activities carried out therewith accordance with: 0) procedures or as the case including which the allocations of funds have been approved by the SCF Fund Committee or the relevant Sub-committee, as case may be, on the Proposal submitted Implementing Entity; and reporting to Trust Fund Committee and the relevant Sub-committee on its activities in accordance with the terms the Rules, this the Governance Framework Document and Document for

- 18 Section under Resolutions to measures to prevent financing of Implementing Entity shall use reasonable in accordance with the Implementing policies and procedures, to ensure that the funds provided to Implementing Entity the Trustee are their intended purposes and are not diverted to terrorists or agents. Section to invest procedures concerning Implementing Entity such investment. shall be entitled Sub-account pending their Implementing and of Special Funds resources. The held liable for any which may arise Section to convert all funds by to the administration Sub-account. In the event that the Implementing Entity has provided funding to Project Recipients in a currency other than the currency which the commitment the Trustee is made, otherwise agreed by the Trust Fund risks as a of such shall be borne by the Implementing 5.6. Entity report on the receipt of Repayments, receipt of Income, and Unused Funds and return funds received or held it accordance Sections 6 and 7 below. The Trustee shall have no responsibility for of funds due to Implementing Entity from Project. Section If Entity uses to it under to provide Entity shall, as a lender of record, administer SCF in with its The Implementing Entity shall, except as otherwise agreed, follow terms set in the financing terms for the relevant Program, as appropriate, MDBs and Trust Fund Committee and/or the relevant Sub-committee, as the case may be, which shall be attached once such terms have been Section the event notified the Implementing Entity any nonthe Implementing Entity fails to cure such non-compliance, within (30) calendar days after the notification by the Trustee, (a) shall consult Fund Committee

- 19 or the relevant (or its as the case may be; and (b) at the instruction of the Fund Committee or the relevant Subas the case may further (or designee), andlor of Trust Fund funds to Implementing Entity until such time as the Implementing Entity has cured (or otherwise has taken steps within its control to cure, in case action by any party other than the Implementing Entity is required) the non-compliance to the reasonable satisfaction of in consultation with the SCF Trust Fund or the relevant SCF (or its as case 6. DISBURSEMENT OF FVNDS Section 6.1. Disbursement of from the Sub-account to Project Recipients shall be made in accordance with Implementing and policies and applicable disbursement procedures. Section 6.2. or Unused Funds shall held by the Implementing (following, applicable, their return to the Implementing Entity by Recipient or such other party) in the Sub-account; provided, however, that (a) case of such Cancelled Funds or Unused Funds from Nonguarantee Projects or Project Administration for Non-guarantee Projects those for the up-front transfer of the funds Section 4. 1 (c)(i)(2)), any such funds by shall, be in the net cash position the 1 to this so that amount of taken into account in determining the amount of Trust Fund funds to the Implementing, (b) in the case of Cancelled Funds in respect of Guarantee Projects and from Projects which have been for up-front transfer of the Fund funds under Section 4.1(c)(i)(2) or Project Administration Guarantee Projects and which been approved for the up-front 4.1 (c)(i)(2), the amount of that the may funds to be Implementing following same category of same funding,.",+,>.-r<, D and E to this respecti vely; (c) in the case the Funds or Unused Funds Administrati ve Budgets (other than Administrative Budget), the amount any such funds be returned to the PVf'pnT that the to deduct funds from amount

of funds to transferred to the Entity immediately following cash transfer request for the same category of funding referred to in Annex F to this and (d) in the case of Unused Funds from the Administrative the Implementing Entity shall return funds to the Trustee, to promptly after the of the period was provided. Section 6.3. The Implementing Entity shall maintain a record Unused Funds and report to the Trustee pursuant to Any such Cancelled Funds or Unused Funds shall be in cancellation of commitments 3.1 of any Cancelled or 11.2 Cd) or (e) below. by the Implementing Entity by the Trustee pursuant to Section 6.4. Notwithstanding Section 6.2(a) if so by the Implementing return to the Trustee, to such account as the Trustee may designate, any Cancelled or Unused Funds from any Nonor Project Administration Entity. 7. INCOME; PRINCIPAL REPAYMENT Section 7.1. If any Trust Fund the Implementing Entity for Projects are used to provide any or Principal Implementing Income and Principal Repayment Project with applicable terms financing in the relevant Proposal approved the Subcommittee. Subject to above, the Implementing Entity shall have no liability for any Income or Principal Repayment in respect of Project. non-payment Project Recipients in or under any entered into between the Implementing and Project with Fund funds shall be by the Fund. Section Implementing Entity shall Repayment from Project Recipients in the EBRD (following receipt by the Implementing Entity) until such Income and Principal Repayment are returned to the Trustee pursuant to Section 7.4 below.

21 Section The Implementing shall maintain a record receipt any Principal Repayment..pr.~M",ui to Sections 7.1, 7.2 and and report them to the pursuant to 11.2( c) below. 7.4. a notice Projects and the amounts Income and Principal Repayment, which are due to be by the Implementing on information provided the Implementing under Section I 1.2(c) below in previous quarter. Section the shall, end of each quarter of the Financial return to to such account as and Principal Repayment received and EBRD Sub-account the said quarter. 8. INVESTMENT INCOME Section 8.1. EBRD Sub-account until the to return it to such account as may Trustee may the Entity to return Implementing Entity has provided to the Trustee Section 11.2(g) below and any event no more frequently than once per otherwise agreed with the Implementing Entity shall maintain a record any Investment and report to the pursuant to Section 11.2(g) below. on the investment of as by the Implementing Entity and is not required to be or returned to the Trustee. Any amount on the investment of Trust Fund funds transferred to the Implementing as Budget may retained by the Implementing Entity and is not required to be reported or returned to the if so is approved by the Trust Fund Committee. 9. OWNERSHIP EQUIPMENT, SUPPLIES AND OTHER PROPERTY Section 9.1. Ownership of equipment, supplies and other property financed with funds from Fund may vest in the Implementing the

Recipient or such other entity as permitted to ownership under the policies and of Implementing 10. VERIFICATION Trust Fund funds 11. RECORDS AND REPORTING Section 11 Section 11.2. accounts and reports respective currency In all statements to Dollars. Implementing shall provide following information to the prepared in with the Implementing Entity's accounting and provided in a form and means agreed with the thirty after the end quarter Financial Reporting (or such other frequency agreed with the the dates of and amounts approved by Implementing if applicable, for the period reported, broken down by Project respective Program, substantially in the form attached to this as (b) within thirty (30) days the quarter each Financial Reporting (or such other frequency with the and substantially in the form to this financing terms end of each quarter of Financial with the Trustee): (i) the dates and Repayment the Implementing

Entity, if any; dates and amounts of and which are to the Entity; and (iii) and Principal Repayment returned to the for the broken down by Project each respective Program, substantially form attached to this as Annex I; (d) within thirty (30) days end of each quarter of (or such frequency with the the Cancelled Funds from Project Administration reported, broken down by under each substantially in the form attached to this as AIUlex J; (e) within thirty (30) days the of of each Reporting Year (or other frequency agreed with the (i) the on which all financial obligations by or to, as applicable, Implementing in connection with any Project is financially closed; and (ii) the amount disbursed Funds period broken Project under Program, substantially in the form attached to this (f) Fiscal the cumulative amount Budget amount or used and amount the Administrative the broken do\vu by each Sub-category the Administrative Budget, substantially in the form attached to this as the unless otherwise approved by the returned to the substantially in the form M; within six (6) months ajulual statement ofthe Sub-account; an

- 24 (i) of this a final financial statement Projects under each as AIU1ex N, a report on Program; and Reporting Year (or substantially in the form disbursement of time. from time to F or the purposes of financial reports and statements 11.2 (h) 0) above, Investment Income by account shall as allocated between individual SCF activities. Section 11.3. Section 11.4. Financial Reporting with an aiu1ual for between 10 SCF Trust Fund funds allocated Fund Committee, committee or Committee as appropriate, to Implementing substantially in the form attached to this O. The Implementing Entity shall confirm no later than Implementing Entity of a copy of the report. In information provided by the in the and the information Entity, the Implementing Entity shall promptly inform the of such discrepancy and with the the contained in the report. and shall audit the financial statements Sub-account to in Sections 11.2 (h) and (1) that the costs of such audits shall be the Trust Fund. The that Implementing Entity is to financial statements for its Special In and the costs of such audits shall by the Trust Fund.

Section 1 Implementing with a list the names and Officers, substantially in the form attached to P. NOTICES Section 12.1. All communications shall made to the person at the facsimile number, telephone number or electronic mail ""'''''''-'''''''..J,," from time to time designated by that party to other purpose. number, number electronic mail so are set out below: Name: Bank for Reconstruction and Development, as Trustee of the the Strategic Climate Fund 1818 Attention: Bender McAdams Director, Multilateral Department Innovative Telephone: (202) 4580019 Facsimile: 6140795 Electronic mail: Smcadams@worldbank.org (b) Name: Address: Attention: European Bank for Reconstruction and Development London United Kingdom Richard Jones

26 Telephone: (+44) 2073386909 Facsimile: (+44) 8 Electronic 1 DISPUTE RESOLUTION Section 13.1. The Implementing Entity and the Trustee shall, to the extent possible, strive to resolve promptly and of interpretation and application terms and conditions and settle or or to the terms and conditions Section 13.2. If any dispute, controversy, or claim arising out of or relating to the terms and conditions this Agreement has not been by of the Implementing Entity and shall with the as the case may or claim relating to any payment default Income and Principal Payment, only relevant contributors to the Fund, whose contributions Recipient) with a view to 14. AMENDMENT Section 14.1. This may amended at any by written of and the Implementing Any amendment to Rules shall be to approval of Implementing Entity's Board of Directors. 15. DISCLOSURE Section 15.1. The Trustee or the Implementing may make this Agreement publicly available, pursuant to their applicable policies on disclosure of information. other information to the by only if the Implementing Entity given its consent to which consent may only withheld if the proposed disclosure is inconsistent with Implementing policy on disclosure of information. Section 1 be, and any contributors to the

shall provide information with the prior of provided that the private sector projects only 16. TERMINATION Section 16.1. Unless by will on which is (4) months Principal Repayment or Income is scheduled to received by Implementing Entity, as notified by the Implementing Entity consistent with the applicable terms of the Funding approved by the Trust Fund Committee, or Sub-committee, as the case may be. This Agreement such date by party hereto, and shall cease to in force either to the written notice of its Section 16.2. 5, 13 and 15 of this (except obligation of Trustee to transfer amounts committed prior to shall survive termination outstanding obligations and liabilities incurred or Implementing under financing for the Projects, or activities which any Administrative Budget is provided, have satisfied. In particular, notwithstanding the termination of this the Implementing Entity continue to hold Sub-account Principal Cancelled Income and any other amounts received or due to the Implementing Entity until all outstanding commitments, obligations and liabilities incurred by or owed to Entity under for the Projects, or activities for which any Administrative is provided, have been satisfied. of the the Entity any information on such amounts received and held by portion of amount by according to terms this and Investment (other than amount on Administration or Administrative Budget, if applicable, in Section 8.1), if any, which are remaining after the relevant commitments, obligations and liabilities have been satisfied.

- 28 17. ENTIRE AGREEMENT Section 17.1. This Agreement constitute the entire agreement and understanding of the parties hereto with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. Section 17.2. This Agreement shall be effective as of the date aforementioned on the first page of this Agreement. Section 17.3. Nothing in this Agreement shall operate as or be construed to constitute a waiver, renunciation or any other modification of any privilege, exemption or immunity accorded to either of the Implementing Entity or the Trustee pursuant to its respective constituent document, international convention or any applicable law. 18. EXECUTION IN COUNTERPARTS Section 18.1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, have signed this Agreement wi th effect from the date aforementioned on the first page of this Agreement INTERNA TIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, AS TRUSTEE OF THE TRUST FUND FOR ST :regic CLIMATE FUND, oncessional Finance and Global Partnerships EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Name: Richard Jones Title: Director, Official Cofinancing Unit

- 29 EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated: 21 October as amended on 29 March 20 I 0

TABLE OF CONTENTS ARTI Cl... E I - THE FUND... ;.. - 32 ARTICLE II - RESOURCES OF FUND... - 32 Section 2.01 of Resources... - 32 Section 2.02 Contributions...- 33 Section 2.03 Payment of Contributions... - 33 Section 2.04 Increases in Contributions...- 33 ARTICLE III - USE OF THE I~ESOURCES OF FlTND... - 33 Section 3.01 Use of the Resources of the Fund... - 33 Section 3.02 Policy and Procedures... - 34 Section 3.03 Financing Principles... - 34 Section 3.04 Procurement Rules... - 34 ARTICLE IV - ADMINISTRATION RESOURCES OF THE FUND... Section 4.01 Principles... - 34 Section 4.02 Separation of Resources... - 35 Section 4.03 Investment... - 35 Section 4.04 Administrative and other... - 35 Section 4.05 Allocation of Net Income and repayment of principal amounts...- 35 Section 4.06 Valuation of Currencies...- 35 Section 4.07 Accounts and Audit... - 35 Section 4.08 Information and Reports... - 36 ARTICLE V TERMINATION... - 36 Section 5.01 Termination... - 36 Section 5.02 Disposal of Resources on Termination...- 36 Section 5.03 Liquidation of Sub-Accounts... - 37 ARTICLE VI AMENDME~TS AND DISPUTE RESOLUTION... - 37 Section 6.01 Amendments... - 37 Section 6.02 Dispute Resolution... - 37

31 WHEREAS: Bank for Reconstruction and Development (the is empowered Article 18 of the the Bank to establish and administer Funds and to carry out operations fmanced from such Funds; 2008 the Intemational Bank for Reconstruction and (IDRB)/International Association (the "World Bank"), the African Development Bank, the Asian the Inter-American Bank, the International Finance Corporation and the Bank (collectively, the "MOBs"), and countries and other developing partners reached an on the and establishment of the Climate Investment Funds compflstng the Clean Technology Fund (HCTF") to provide scaled up financing that shall contribute to the demonstration, and transfer of low carbon with potential for long-term gas emissions and (ii) the Climate Fund (USCF") to for scaled-up, transformational action in support of and mitigation measures to climate On 1 July the Executive Directors of the World Bank approved the establishment of the including the CTF and the SCF and the appointment of the International Bank for Reconstruction and Development as trustee for each of the CTF Trust Fund (the "CTF Trustee") and the SCF Trust Fund "SCF (c) (d) On 18 November 2008 the Trust Fund Committee of the CTF (the "CTF Trust Fund Committee") the Governance Framework for the CTF (the "CTF Governance and the Trust Fund Committee of the SCF (the "SCF Trust Fund Committee") approved the Governance Framework for the SCF (the "SCF Governance Framework"); The Bank has agreed to establish and administer a Special Fund in connection with the CIF (the "EBRD CIF Special Fund", hereinafter referred to as the "Fund") comprised of at least two sub-accounts. One subaccount will be established and administered in connection with projects to be financed with CTF funds (a "CTF Project") and the other will be established and administered in connection with projects to be financed with SCF funds (an "SCF Project"); Contributions to the Fund shall be made pursuant to and in accordance with the terms and conditions of a financial procedures agreement to be entered into between the Bank and the CTF as may be amended from time to time, in respect of the CTF Account (the "CTF Financial Procedures and the SCF in respect of the SCF Account "SCF Financial Procedures Agreement", individually a "Financial Procedures Agreement"); and The Board of Directors has adopted on 21 October as amended on 29 March 20 10, the rules for the establishment and operation of the Fund (the

ARTICLE I - THE FUND Section 1.01 Establishment of the Fund The EBRD CIF Fund (the is hereby established as a Fund of the Bank in accordance with Article 18 of the Agreement the Bank as of the date on which these Rules are first the Board of Directors of the Bank. (b) The Fund consists of, at least, two sub-accounts: the CTF sub-account is established to receive contributions of CTF Trust Fund funds in and make resources available to projects and activities by the CTF Trust Fund Committee based on a submitted the Bank and to receive and hold any investment income and retlows paid in respect of such CTF Projects "CTF and the SCF sub-account is established to receive contributions of SCF Trust Fund funds in respect of, and make resources available to support, projects and activities by the SCF Trust Fund Committee based on a proposal submitted by the Bank and to receive and hold any investment income and retlows paid in respect of such SCF Projects (the "SCF each a Sub-Account of the Fund. Section 1.02 Application of Rules and Regulations The Fund and the resources thereof shall be governed by, and such resources shall be administered, used and disposed of in accordance with, the Rules) as may be amended from time to time pursuant to Section 6.01. Section 1.03 Administration of the Fund to the express of the Rules, and as may be otherwise in writing between the Bank and the relevant the functions of the Board of the the Vice- Presidents, the officers and the staff members of the Bank in out the responsibilities and the powers of the Bank with to the and the procedures to be followed in the exercise of such functions, shall be the same as those which apply in similar circumstances to the operations of the Bank. The President may adopt such guidelines and operating for the Bank, not inconsistent with the Rules, as shall be considered necessary or appropriate for the efficient administration of the Fund. ARTICLE II - RESOURCES OF THE FUND Section 2.01 Types of Resources The resources of the Fund shall consist of: amounts accepted by the Bank for inclusion in the Fund as provided in Section 2.02 herein; income derived from investment of the resources of the Fund in accordance with Sections 4.03 and

amounts paid, Sections 3.0 I herein. or recovered in respect of investments of the resources of the Fund in accordance with The Fund may have different Sub-Accounts, in addition to the CTF Account and the SCF Account, as may be determined the Bank from time to time. The resources of a Sub-Account shall not be commingled with the resources of other Sub Accounts of the Fund. Section 2.02 Contributions (a) The CTF Trustee or the SCF Trustee pursuant to the relevant Financial Procedures Agreement, enter into a letter of commitment with the Bank which shall among other the amount of its contribution to a CTF or SCF the to which the contribution shall be the purposes for which such contribution shall be the manner in which payment thereof shall be made to the and such other matters as may be the Rules and the relevant Financial Procedures substantially in the form attached to the Financial Procedures Agreement (a "Letter of Comm ilmen!"). (b) a Letter of Commitment, the CTF Trustee or SCF as the case may shall be deemed to the application of the as may be amended from time to time to Section 6.0 I, to the resources contributed to Fund from the CIF under such Letter of Commitment. Section 2.03 Payment of Contributions Each contribution to the Fund shall be paid in the currency made available to the Bank in cash. Contributions will be Procedures and Letter of Commitment. for in the Letter of Commitment and shali be in accordance with the term of the relevant Financial Section 2.04 Increases or Decreases in Contributions The CTF Trustee or the SCF Trustee may propose an increase in the amount of a contribution set forth in a Letter of Commitment by either amending the relevant Letter of Commitment or by entering into another Letter of Commitment. The provisions of these Rules to contributions shall apply equally to increased amounts so contributed. The CTF Trustee or the SCF Trustee may propose a decrease in the amount of a contribution set forth in a Letter of Commitment a letter of commitment cancellation, as defined and in accordance with the of, the relevant Financial Procedures ARTICLE III - USE OF THE RESOURCES OF THE FUND Section 3.01 Use of the Resources of the Fund Subject to the terms of each Letter of Commitment, the resources of the Fund may be used for one or more of the following purposes: (a) to finance the following of techn ical assistance: (1) preparation in of a nr(',n",~pr1 SCF or Bank or investment operation; project implementation in support of a CTF or SCF rendered after the investment documentation has been or investment operation, to be and

other types of technical assistance unrelated to any guarantee or investment operation, in support of activities that foster demonstration, and transfer of low carbon with significant potential for and promote adaptation measures to specific climate and such other activities by the CTF Governance Framework or the SCF Governance Framework, (b) to finance incentive payments in support of any SCF or Bank or investment operation; to finance investment grants, whether non-repayable, repayable upon a contingency or repayable in part or in full, for or works contracts, provided that such are extended in anticipation or support of a SCF or Bank guarantee or investment operation; (d) to finance lending, guarantee or investment operations, whether or not in association with a related lending, or investment operation funded from the Bank's ordinary capital resources; such other activities as the Bank and the CTF Trustee or SCF Trustee may otherwise agree; and (t) as may be in a Finandal Procedures for the administrative expenses referred to in Section 4.04. Section 3.02 Policy and Procedures In the resources of the Fund, the Bank shall apply the same internal as are when technical assistance or other grants or a loan or a guarantee or other credit support, from its resources. The Bank will exercise the same amount of care and dil as for its own ordinary Section 3.03 Financing Principles The Bank shall follow commercial practices and procedures appropriate for participating borrowers or investee companies or entities in all operations financed with the resources of the Fund. In particular, in providing or guaranteeing financing, the Bank shall pay due to the prospect that the borrower and its guarantor, if any, or the investee will be in a position to meet their obligations under the investment agreement. Section 3.04 Procurement Rules The Bank's Procurement Policies and Rules shall apply to all projects and activities having regard to the procurement of all goods, works and services undertaken with the resources of the Fund. ARTICLE IV ADMINISTRATION OF RESOURCES OF THE FUND Section 4.0 I Principles The establishment, admin istration and use of the resources of the Fund shall be the responsibility of the Bank.

- 35 Section 4.02 Separation of Resources The resources of the Fund shall at all times and in all respects be held, committed, invested or otherwise disposed of entirely from the ordinary resources of the Bank, any other Funds resources of the Bank and any co-operation funds adm inistered by the Bank. (b) Under no circumstances shall the ordinary capital resources of the Bank be charged with, or used to discharge, losses or liabilities arising out of the operations or other activities for which resources of the Fund were originally used or committed. Section 4.03 Investment The Bank may invest any resources of the Fund which are not immediately for use under Article III in accordance with the Bank's usual treasury management practices applicable to Special Funds resources; such may include placing money in an interest account without any active management by the Bank. Section 4.04 Administrative and other Expenses (a) The Bank shall recover the costs and expenses of administering and managing the EBRD CIF Special Fund in accordance with the terms of the relevant Financial Procedures Such costs and expenses shall either be paid directly to the Bank for its own account or shall be paid into the which the Bank shall then be entitled to withdraw from the Fund without further notice to the relevant in accordance with the terms of the relevant Financial Procedures Agreement and Letter of Commitment. (b) The Fund shall bear its proportionate share of expenses appertaining directly to financed from the resources of the without limitation a pro rata share of any costs and expenses incurred in respect of the preservation, protection or recovery of investments made with the resources of the Fund. Section 4.05 Allocation of Net Income and repayment of principal amounts Net income accruing on the resources of the Fund shall be retained in the Fund in accordance with the relevant Letter of Commitment and Financial Procedures Net income shall be determined and retained per Sub-Account and In accordance with the allocation and reflow procedures described in the relevant Financial Procedures and Letter of Commitment. Repayment of amounts contributed to the Fund to be made available for investment operations loan. or operations) shall be to the CTF Trustee or the SCF as the case may be, in accordance with the terms of the relevant Financial Procedures and Letter of Commitment. Section 4.06 Valuation of Currencies Whenever it shall be necessary to determine the value of any currency in terms of another currency or of the unit of account of the the valuation shall be made by the Bank, as far as the principles applicable to valuation of currencies forming part ofthe ordinary capital resources of the Bank. Section 4.07 Accounts and Audit The Bank shall maintain accounts of the Fund in accordance with accounting principles and the Bank's accounting and shall prepare and submit to the Board of Directors financial statements of the Fund on an annual basis. The accounts of the Fund shall be prepared and in euro.