CREDIT NUMBER 7165-MW GRANT NUMBER E088-MW and Amendment to CREDIT NUMBER 5802-MW Financing Agreement (Additional Financing for Eastern and Southern Africa Higher Education Africa Centers of Excellence Project - ACE II) between REPUBLIC OF MALAWI and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 7165-MW GRANT NUMBER E088-MW FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF MALAWI (“Recipient”) and INTERNATIONAL DEVELOPMENT ASSOCIATION (“Association”) for the purpose of providing an additional financing for activities related to the Original Project (as defined in the Appendix to this Agreement). The Recipient and the Association hereby agree as follows: ARTICLE I — GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II — FINANCING 2.01. The Association agrees to extend to the Recipient a grant and a credit, which are deemed as Concessional Financing for purposes of the General Conditions (collectively, “Financing”) in the following amounts to assist in financing the project described in Schedule 1 to this Agreement (“Project”): (a) an amount equivalent to seven million five hundred thousand Special Drawing Rights (SDR 7,500,000) (“Grant”); and (b) an amount equivalent to fourteen million nine hundred thousand Special Drawing Rights (SDR 14,900,000) (“Credit”). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Financing Balance. 2.04. The Service Charge is three-fourths of one percent (3/4 of 1%) per annum on the Withdrawn Credit Balance. 2.05. The Payment Dates are June1 and December 1 in each year. 2.06. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. -2- 2.07. The Payment Currency is Dollar. ARTICLE III — PROJECT 3.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall: (a) carry out Part 1 of the Project through the Eastern and Southern African Higher Education Institution, and (b) collaborate with IUCEA in carrying out Parts 2 and 3, all in accordance with the provisions of Article V of the General Conditions, Schedule 2 to this Agreement and the Performance and Funding Agreements. ARTICLE IV — REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consist of the following, namely, that the Eastern and Southern African Higher Education Institutions’ Legislation has been amended, suspended, abrogated, repealed, or waived so as to affect materially and adversely the ability of the Eastern and Southern African Higher Education Institution to perform any of its obligations under the Performance and Funding Agreement. ARTICLE V — EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consists of the following: (a) The Performance and Funding Agreements have been executed in form and substance satisfactory to the Association on behalf of the Recipient and each participating Eastern and Southern African Higher Education Institution. (b) The Recipient has updated, adopted, and submitted to the Association, the Project Implementation Manual, in form and substance satisfactory to the Association. 5.02. The Additional Legal Matter consists of the following, namely that Performance and Funding Agreements have been duly authorized or ratified by the Recipient and each participating Eastern and Southern African Higher Education Institution and each said Performance Agreement is legally binding upon the Recipient and the pertinent Eastern and Southern African Higher Education Institution in accordance with its terms. 5.03. The Effectiveness Deadline is the date one hundred twenty (120) days after the Signature Date. 5.04. For purposes of Section 10.05(b) of the General 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. -3- ARTICLE VI — REPRESENTATIVE; ADDRESSES 6.01. The Recipient’s Representative is its minister responsible for finance. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient’s address is: Ministry of Finance and Economic Affairs P.O. Box 30049 Capital City Lilongwe 3 Malawi (b) the Recipient’s Electronic Address is: Facsimile: E-mail: (+265) 1789173 finance@finance.gov.mw 6.03. For purposes of Section 11.01 of the General Conditions: (a) The Association’s address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association’s Electronic Address is: Telex: Facsimile: 248423 (MCI) (+1) 202 477 6391 -4- AGREED as of the Signature Date. REPUBLIC OF MALAWI By _____________________________________/s1/ Authorized Representative Sosten Alfred Gwengwe Name: __________________________/n1/ Hon Title: __________________________ /t1/ 01-Aug-2022 Date: __________________________/d1/ INTERNATIONAL DEVELOPMENT ASSOCIATION By _____________________________________/s2/ Authorized Representative Amit Dar Name: __________________________/n2/ Director Title: __________________________ /t2/ 01-Aug-2022 Date: __________________________/d2/ -5- SCHEDULE 1 Project Description The objective of the Project is to support the Recipient to strengthen the selected Eastern and Southern African Higher Education Institutions in the Recipient’s territory to deliver quality post-graduate education and build collaborative research capacity in the regional priority areas. The Project consists of the following parts: Part 1: Strengthening Africa Centers of Excellence in Regional Priority Areas Strengthen the capacity of Africa Centers of Excellence in Eastern and Southern African Higher Education Institutions (“ACE Institutions”) that focus on agriculture higher education and research, in particular to: (a) build institutional capacity to provide quality post-graduate education in selected theme within the agriculture sector; (b) build institutional capacity to conduct high quality applied research, relevant to addressing challenges within the agriculture sector in the Eastern and Southern Africa region; (c) build institutional capacity to increase demand for, and expand enrollments in high demand agriculture fields; (d) develop and enhance partnerships with other academic institutions (national, regional and international) to pursue academic excellence; (e) develop and enhance partnerships with industry and the private sector to generate greater impact, and employment opportunities for graduates; (f) serve as a role model for other higher education institutions to improve their agriculture programs; (g) deliver research that can inform policymaking in the agriculture sector in the respective ACE Institutions’ countries and influence regional strategies; and (h) deliver outreach to, and create an impact on, society by delivering excellent teaching and producing high-quality applied research. -6- Part 2: Capacity Building Support to Africa Centers of Excellence through Regional Interventions Enhance capacity building of selected ACEs to implement their respective proposals and supporting the Regional Facilitation Unit (“RFU”) to develop partnership arrangements with regional technical organizations focusing on the agriculture sector, inter alia, to: (a) enhance regional network of agriculture Higher Education Institutions through knowledge exchange, and facilitating staff and student mobility; (b) establish a think-tank to promote knowledge generation, regional policy development, collaboration and advocacy around agri-food systems in the Eastern and Southern Africa region; (c) facilitate business incubation and acceleration, and establishment of incubation centers; (d) provide technical assistance for development of proposals and related resource mobilization efforts; (e) provide competitive scholarships to female students enrolled in Agriculture ACEs; (f) provision of leadership and management training for ACE leaders; and (g) enhance the capacity of Agriculture ACEs for fiduciary, social and environmental aspects of their respective programs, and strengthen systems of said Agriculture ACEs for gender-based violence (“GBV”) prevention and response. Part 3: Facilitation, Coordination and Administration of Project Implementation Strengthening the capacity of the RFU in the preparation, administration coordination, monitoring and evaluation of the ACEs in the Participating Countries, ensuring ACEs compliance in fiduciary (i.e., financial management and procurement) aspects, environmental and social safeguards management and the grievance redress mechanism (“GRM”), Project audits, independent verification of PBCs, and supervision of Project activities (including undertaking a bi-annual technical and advisory meeting with the Participating Countries, and training respective ACE-PITs operational matters and coordinating technical support to the ACEs. -7- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements The Recipient shall maintain throughout the period of Project implementation: 1. Its representative in the Regional Steering Committee to provide overall guidance and oversight for the Project at regional level and to participate in the semi-annual meetings. 2. The National Steering Committee to hold semi-annual reviews of performance and implementation support for the Project at national level, including approvals of Annual Work Programs and implementation planning. 3. The Project Implementation Teams in the Eastern and Southern African Higher Education Institutions to run the day-to-day management of the Project. All with the composition, staffing, and powers acceptable to the Association as further described in the Project Implementation Manual, in the Project Implementation Plan or in the Performance and Funding Agreements. B. Annual Work Programs 1. The Recipient shall, not later than January 31 in each calendar year during Project implementation, prepare, in cooperation with the Eastern and Southern African Higher Education Institution and furnish to the Association, a program of activities proposed for inclusion in the Project during the following fiscal year, including: (a) a detailed timetable and budget for the sequencing and implementation of said activities; and (b) the types of expenditures required for such activities. 2. The Recipient shall exchange views with the Association on each such proposed Annual Work Program and shall thereafter cause the Eastern and Southern African Higher Education Institutions and the ACEs to carry out such program of activities for such following fiscal year as shall have been agreed between the Recipient and the Association. 3. Only those activities, which are included in an Annual Work Program, shall be included in the Project. Notwithstanding the foregoing, the Annual Work Program might be amended from time to time to include new activities with the prior and written concurrence of the Association. -8- C. Verification of Performance-Based Conditions 1. The Recipient shall not later than ninety (90) days after the Effective Date recruit, and thereafter maintain throughout Project implementation, the IUCEA as a verification agent, or an independent verification agent as shall be agreed to by the Recipient and IUCEA (“Verification Agent”) with qualification, experience and under terms of reference satisfactory to the Association to undertake the verification of compliance with the PBCs in accordance with the Verification Protocol. 2. The Recipient shall, not later than forty-five (45) days after the verification of compliance with/achievement of the PBCs for the pertinent calendar year has been completed, ensure that the Verification Agent, prepares and furnishes to the Recipient and the Association a report on the results of said verification process of such scope and in such detail as the Association shall reasonably request. D. Performance and Funding Agreements 1. To facilitate the carrying out of Part 1 of the Project, the Recipient shall make part of the proceeds of the Financing allocated from time to time to Category (2) of the table set forth in Section III.A of this Schedule available to the pertinent Eastern and Southern African Higher Education Institution under a signed agreement between the Recipient and said Eastern and Southern African Higher Education Institution under terms and conditions satisfactory to the Association (“Performance and Funding Agreement”). 2. The Recipient shall exercise its rights under each Performance and Funding Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate, or waive any Performance and Funding Agreement or any provision thereof. E. Project Implementation Manual 1. The Recipient shall carry out the Project in accordance with the provisions of the Project Implementation Manual, containing the pertinent ACE Project Implementation Plan and, inter alia, detailed arrangements and procedures for: (a) Project budgeting, disbursement, and fiduciary arrangements (i.e., financial management and procurement), and anti-corruption (including the Anti- Corruption Guidelines); (b) environmental and social safeguard guidelines; (c) monitoring, evaluation, reporting and communication; (d) template for the Performance and Funding Agreements, acceptable to the Association; (e) detailed arrangements and sources of data and documentation for verification of achievement of PBCs (including the Verification Protocol); (f) personal data collection and processing in accordance with international best practices; and (g) -9- such other administrative, financial, technical and organizational arrangements and procedures as shall be required for the Project. 2. The Recipient shall not amend, abrogate, waive, or fail to enforce any provision of the Project Implementation Manual without the prior written agreement of the Association; provided, however, that in case of any conflict between the arrangements and procedures set out in said manual and the provisions of this Agreement shall prevail. F. Environmental and Social Safeguards 1. The Recipient shall ensure that Part 1 of the Project is carried out in accordance with the ESMP (“Safeguards Instrument”). 2. The Recipient shall, prior to any upgrade or construction of facilities in the respective ACEs, cause the respective ACEs: (a) to have such ESMP: (i) prepared and disclosed; (ii) consulted upon adequately with people affected, and submitted to the Association for review and approval; and (iii) thereafter adopted, prior to implementation of the activity; and (b) take such measures as shall be necessary or appropriate to ensure compliance with the requirements of such ESMP, in a manner satisfactory to the Association. 3. Except as the Association shall otherwise agree in writing, the Recipient shall ensure, that none of the provisions of the Safeguard Instrument shall be abrogated, amended, repealed, suspended, or waived. In case of any inconsistencies between the provisions of any of the Safeguard Instrument and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. Without limitation upon its other reporting obligations under this Agreement, the Recipient shall, on a semester basis as part of the Project Reports (or with more frequency or in a separate report whenever the circumstances warrant) collect, compile, and furnish to the Association reports, in form and substance satisfactory to the Association, on the status of compliance with the ESMPs, giving details of: (a) measures taken in furtherance of the respective ESMPs; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of ESMPs; and (c) remedial measures taken or required to be taken to address such conditions. -10- Section II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each six months, covering the six calendar months. Section III. Withdrawal of the Proceeds of the Financing A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Eligible Expenditures; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Amount of the Percentage of Amount of the Expenditures Grant Credit Allocated to be Financed Category Allocated (expressed in (expressed in (inclusive of SDR) SDR) Taxes) (1) Goods, non-consulting services, and consulting services, Operating 0 0 100% Costs, and Training under Parts 2 and 3 of the Project (2) Goods, works, non- consulting services, consulting services, 100% Operating Costs and Training under Part 1 of the Project (a) PBC #1.1 0 1,875,000 Agriculture ACEs institutional strengthening and readiness: In respect of Part 1 of the Project, the Recipient has ensured that: (i) the memorandum of -11- understanding between the Eastern and Southern Africa Higher Learning Institution and the Agriculture ACE is executed, in form and substance satisfactory to the Association; (ii) the Agriculture ACE has recruited key project implementation team members, including environment, social, financial management, procurement, monitoring and evaluation staff, all with experience, qualifications and terms of reference satisfactory to the Association; and (iii) the detailed implementation plan of the Agriculture ACE is approved by the Ministry of Education. (b) PBC #1.2 Bi- 0 375,000 annual National Steering Committee meeting held: In respect of Part 1 of the Project, the Recipient has ensured that an -12- amount not exceeding $71,500 equivalent is made available to the Ministry responsible for Higher Education in respect of each meeting of the National Steering Committee. (c) PBC #2.1 New 5,960,000 0 students enrolled in the Agriculture ACEs in PhD, Masters programs and short courses: In respect of Part 1(c) of the Project, the Recipient has ensured that payment to the Agriculture ACE is made on the basis of: (i) an enrolled student who completes a short- term course with a certificate, diploma, or degree qualification. All such payments shall be as follows: $700 per male national student; $1,000 per female national student; $1,200 per male regional student; $1,800 per female regional student; or (ii) a Master’s student who has successfully -13- completed at least one academic year. All such payments shall be as follows: $3,800 per male national student; $5,000 per female national student; $7,500 per male regional student; $9,000 per female regional student; or (iii) PhD student upon approval of such PhD student’s research proposal. All such payments shall be as follows: $15,000 per male national student; $25,000 per female national student; $45,000 per male regional student; $55,000 per female regional student. (d) PBC #3.1 Quality 2,235,000 0 accreditation for agriculture education programs: In respect of Part 1(a) of the Project, the Recipient has ensured that accreditation for a Master or PhD program is made by an international or national institution, satisfactory to the IUCEA and the Association, and -14- payment is made as follows: (i) $300,000 equivalent for each internationally accredited program; (ii) $150,000 for each nationally accredited program; and (iii) $100,000 per program for self- evaluation, satisfactorily executed according to internationally recognized standard. (e) PBC # 4.1 MOUs 2,235,000 0 on partnerships for collaboration in applied research and training are concluded by Agriculture ACEs: In respect of Part 1(d) of the Project, the Recipient has ensured that: (i) respective MoUs are executed between the Agriculture ACEs and respective public or private institutions or other partners, said MoUs including, signed proposals outlining at least a two-year collaboration and partnership work- -15- program between the pertinent Agriculture ACE and public of private sector, or other partner. All payments against such MoUs shall be made as follows: (i) $75,000 equivalent per MoU with public institutions, or civil society; (ii) $100,000 equivalent per MoU with private sector, or industry partner, all said MoUs and work programs, in forms and substance satisfactory to IUCEA, and the Association. (f) PBC #5.1 Peer- 0 2,250,000 reviewed journal papers or peer- reviewed conference papers prepared for the agriculture sector collaboratively with national, regional or international co- authors: In respect of Part 1(b) of the Project, the Recipient has ensured that payment is made on the basis of each -16- paper accepted by a peer-review journal, or on each accepted peer- reviewed conference paper, as follows: (i) $10,000 equivalent per paper accepted by a peer-reviewed journal with national author(s); (ii) $30,000 per paper accepted by a peer-reviewed journal with regional author(s); (iii) $30,000 per paper accepted by a peer-reviewed journal with international author(s); (iv) $8,000 per paper accepted by a peer-reviewed conference with national author(s); (v) $25,000 per accepted peer- reviewed conference paper with regional author(s); and (vi) $25,000 per accepted peer- reviewed conference paper with international author(s). (g) PBC #6.1 Faculty 0 3,000,000 and PhD student exchanges to -17- promote research and teaching in Agriculture ACEs: In respect of Part 1(e) of the Project, the Recipient has ensured that to the pertinent Agriculture ACE has hosted faculty, or PhD students from other institutions, or such Agriculture ACE has sent its faculty, or PhD, or Master’s students to other national, regional, or international institutions for a minimum two weeks for the purpose of advancing research of teaching collaboration. Payment to all such Agriculture ACEs shall be made as follows: (i) $2,500 equivalent for the duration of the online exchanges; (ii) $5,000 equivalent for the duration of in- country institutional exchange; and (iii) $15,000 for the duration of regional or international exchange. -18- (h) PBC #7.1 Amount 2,235,000 0 of externally generated revenue by the Agriculture ACEs: In respect of Part 1 of the Project, the Recipient has ensured the pertinent Agriculture ACE is rewarded for any externally generated revenue deposited into said Agriculture ACE’s account either from tuition fees, other student fees, sale of consultancies, joint research, fund raising and donations, or other external sources. Payment to such Agriculture ACE on the basis of such revenue generation shall be made as follows: (i) $1 per generated $1 from national sources; and (ii) $2 per externally generated $1 from regional and international sources. (i) PBC #9 Number of 2,235,000 0 enterprises incubated and spin-offs realized: In respect of Part 1 of the Project, the -19- Recipient has ensured that payment shall be made follows: (i) $150,000 equivalent when a competitive community-based action research project call is launched by the ACE and five (5) fundable projects are identified; (ii) $100,000 equivalent when an incubatee has been identified, pre- incubated and has verifiable products; and (iii) $100,000 disbursed when a functional enterprise is established. TOTAL AMOUNT 14,900,000 7,500,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; or (b) under category (2) unless the Recipient has prepared, consulted upon, adopted, and disclosed the ESMP, in form and substance acceptable to the Association; or (c) under Category (2) unless the Recipient has furnished evidence satisfactory to the Association, including verification reports from the Verification Agent, that: (i) payments for the relevant Eligible Expenditures for the PBCs have been made in accordance, and in compliance, with the procedures set forth in the Verification Protocol; and (ii) the PBCs for which payment is requested have been met on terms and -20- conditions and in a manner satisfactory to the Association and verified in accordance with the Verification Protocol. 2 Notwithstanding provisions of paragraph 1(c) immediately above, with respect to PBCs under Category (2), the Recipient may request withdrawals of the Financing when the relevant Eligible Expenditures have been incurred, but prior to the PBCs having been met, provided that the Recipient shall submit to the Association evidence satisfactory to the Association of such PBCs having been met no later than the Closing Date. 3. If by or before the Closing Date, the Recipient has failed to provide the Association evidence, satisfactory to the Association, that the pertinent PBCs related to Category (2) have been fully met, the Recipient shall, upon notice from the Association, promptly refund to the Association the Withdrawn Credit Balance related to said Category (2). Except as the Association may otherwise determine, the Association shall cancel all amounts refunded pursuant to this Section. 4. If the Association shall determine based on the evidence provided by the Recipient under paragraph 1(c) of this Section III.B, that any PBCs have not been achieved or have been partially achieved by the Closing Date, the Association may in its sole discretion, by notice to the Recipient: (a) withhold in whole or in part the amount of the Financing allocated to such PBCs; (b) disburse in whole or in part the amount of the Financing allocated to such PBCs; and/or (c) reallocate in whole or in part any amount of the Financing allocated to such PBCs to other Categories. 5. Notwithstanding the foregoing, if the Association determines, at any time, that any portion of the amounts disbursed by the Recipient under Category (2) was made for reimbursement of expenditures that are not considered Eligible Expenditures or not in compliance with the provisions of paragraphs 1(c) and 4 of this Section III.B, the Recipient shall promptly refund any such amount to the Association as the Association shall specify by notice to the Recipient. 6. The Closing Date is December 31, 2025. -21- SCHEDULE 3 Principal Amount of the Date Payment Due Credit repayable (expressed as a percentage)* On each June 1 and December 1, commencing 1.5625% December 1, 2028 to and including June 1, 2060 * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.05(b) of the General Conditions. -22- APPENDIX Section I. Definitions 1. “ACE Institutions” mean the Eastern and Southern African Higher Education Institutions (as hereinafter defined), and “ACE Institution” means any such institution. 2. “Africa Centers of Excellence” or “ACE” means the academic centers within the Eastern and Southern African Higher Education Institution essentially in the areas of science, technology, engineering, and mathematics, as well as the agriculture and health sciences, applied statistics, education, or any other area as per the needs to comprehensively address the development challenge of the proposed center and as established in the Project Implementation Manual. 3. “Agriculture ACEs” mean any Eastern and Southern African Higher Education Institution(s) (as hereinafter define) as agriculture centers or center of excellence. 4. “Annual Work Program” means the annual work program to be prepared by the Recipient in cooperation with the Eastern and Southern African Higher Education Institutions during each calendar year during Project implementation including a program of activities and budget proposed for inclusion in the Project during the following fiscal year. 5. “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. 6. “Category” means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 7. “Eastern and Southern African Higher Education Institutions” means collectively the Lilongwe University of Agriculture and Natural Resources, and the University of Malawi, and Mzuzu University, all located in the Recipient’s territory which are among the selected universities in the region to produce highly skilled graduates and applied research to help address specific regional development challenges, and “Eastern and Southern African Higher Education Institution” means any of these universities. 8. “Eastern and Southern African Higher Education Institutions’ Legislation” means collectively the following laws of the Recipient: Lilongwe University of Agriculture and Natural Resources Act (Cap. 30:11), creating Lilongwe University of Agriculture and Natural Resources; Mzuzu University Act (Cap. 30:09), -23- creating Mzuzu University, and University of Malawi Act (Number 18 of 2019), creating the University of Malawi. 9. “Environmental and Social Management Plan” or “ESMP” means each plan, approved by the Association for Part 1 of the Project, to be prepared by the respective ACEs and adopted by the Recipient, as required by the ESMF, setting out details of potential environmental and social risks, including risks of gender- based violence, sexual exploitation and abuse, and , and sexual harassment, and adverse impacts associated with any Project activities, together with an environmental and social management plan defining measures to manage such risks and impacts, including measures that endeavor to prevent and respond to gender-based violence, sexual exploitation and abuse, and sexual harassment, including any schedules to such assessment, and as such plan may be amended by the Recipient from time to time, with the prior written approval of the Association. 10. “General Conditions” means the “International Development Association General Conditions for IDA Financing, Investment Project Financing”, dated December 14, 2018 (revised on August 1, 2020, April 1, 2021, and January 1, 2022). 11. “Higher Education Institution” means any Eastern and Southern African Higher Education Institution, or any successor thereto. 12. “Inter-University Council for East Africa” or “IUCEA” means the regional facilitation entity for the Project, an entity established in 2002 as an institution of the East African Community through the Protocol on the Establishment of the Inter-University Council for East Africa with the mandate to develop and coordinate higher education and research. 13. “IUCEA Financing Agreement” means the financing agreement signed between the Association and IUCEA for the purposes of implementing the associated IUCEA project. 14. “National Steering Committee” means a committee referred to in Section I.A.2 of Schedule 2 to this Agreement. 15. “Operating Costs” means recurrent costs of the Project: (a) operation and maintenance of vehicle, repairs, rental, fuel and spare parts; (b) computer maintenance, including hardware and software; (c) communication costs and shipment costs (whenever these costs are not included in the cost of goods); (d) small office supplies; (e) rent and maintenance for office facilities; (f) utilities and insurances; and (g) travel, accommodation and per diem costs for technical staff carrying out training, preparatory, supervisory and quality control activities. -24- 16. “Original Financing Agreement” means the financing agreement dated August 5, 2016, between the Recipient and the Association (Credit No.5802-MW), said Financing Agreement as amended in Section II of this Appendix. 17. “Original Project” means the project described in Schedule 1 to the Original Financing Agreements, all as amended. 18. “Participating Countries” means collectively all countries particiapting in the Original Project, namely: the Federal Democratic Republic of Ethiopia, the Republic of Kenya, the Republic of Malawi, the Republic of Mozambique, the Republic of Rwanda, the United Republic of Tanzania, the Republic of Uganda, and the Republic of Zambia; and “Participating Country” means any of these countries. 19. “Performance and Funding Agreement” means the agreement to be signed between the Recipient and each Eastern and Southern African Higher Education Institution pursuant to which the Recipient shall make part of the proceeds of the Financing available such Eastern and Southern African Higher Education Institution for the implementation of the Project. 20. “Performance-Based Condition” or “PBC” means with respect to Category (2), each of the conditions related to said Categories, and “Performance-Based Conditions” or “PBCs” means, collectively, more than one such Performance Based Condition or PBC. 21. “Procurement Regulations” means, for purposes of paragraph 85 of the Appendix to the General Conditions, the “World Bank Procurement Regulations for IPF Borrowers”, dated November 2020. 22. “Project Implementation Manual” or “PIM” means the Recipient’s manual, in form and substance satisfactory to the Association, and referred to in Section I.F.1 of Schedule 2 to this Agreement, as said manual may be amended from time to time with the agreement of the Association. 23. “Project Implementation Plan” means each implementation plan included in the Project Implementation Manual, said implementation plan to be adopted by the respective Eastern and Southern African Higher Education Institutions for the implementation of the ACE activties, including, inter alia: (a) the terms of reference, functions and responsibilities for the members of the Project Implementation Team and the personel of such Eastern and Southern African Higher Education Institution working on the Project; (b) the procurement and financial management procedures; (c) the indicators to be used in the monitoring and evaluation of the ACE activities; (d) detailed arrangements and sources of data and documentation for verification of achievement of PBCs (including the Verification Protocol); (e) personal data collection and processing in accordance -25- with international best practices; (f) the flow of funds and disbursement arrangements; and (g) the PBCs, as said plan may be amended from time to time with the Association’s prior written approval. 24. “Project Implementation Team” or “PIT” means the Project implementation team referred to in Section I.A.3 of Schedule 2 to this Agreement, and “ACE-PITs” mean all such PITs in the Eastern and Southern African Higher Education Institutions. 25. “Regional Facilitation Unit” or “RFU” means the regional Project implementation unit established within the IUCEA in charge of providing coordination of the Participating Countries activities under Parts 2 and 3 of the Project. 26. “Regional Steering Committee” means the Regional Steering Committee for the Project, operating in cooperation with IUCEA in charge of providing overall guidance and oversight for the regional initiatives under Parts 2 and 3 of the Project and established by the Participating Countries for the purposes of the Project. 27. “Safeguard Instrument” means any ESMP. 28. “Signature Date” means the later of the two dates on which the Recipient and the Association signed this Agreement, and such definition applies to all references to “the date of the Financing Agreement” in the General Conditions. 29. “Training” means the reasonable cost of training of persons involved in Project- supported activities, based on the Annual Work Program approved by the Association, such term including scholarships, seminars, workshops, and study tours, and costs associated with such activity including travel and subsistence costs for training participants, costs associated with securing the services of trainers, rental of training facilities, preparation, acquisition and reproduction of training materials, and other costs directly related to training preparation and implementation. 30. “Verification Agent” means the agent referred to in Section I.C.1 of Schedule 2 to this Agreement. 31. “Verification Protocol” means the PBCs verification protocol agreed between the Recipient and the Association and included in the PIM, for purposes of: (a) defining the PBC terms and requirements; (b) listing the documentary evidence to be provided in support thereof; and (c) providing the verification procedures and responsibilities to certify compliance with, or achievement of each PBC, as such verification protocol may be revised, updated or supplemented from time to time with the mutual agreement of the Recipient and the Association. -26- Section II. Amendment to the Original Agreement The Original Financing Agreement is hereby amended as follows: 1. Schedule 2 to the Original Financing Agreement is amended as follows: (a) Section I.F (“Project Implementation Plan and Environmental and Social Management Plan”) of Schedule 2 to the Original Financing Agreement is deleted in its entirety, and new Sections I.F (“Project Implementation Manual”), and I.G (“Environmental and Social Safeguards”) are inserted as set forth in Section I.E (“Project Implementation Manual”), and I.F (“Environmental and Social Safeguards”) of Schedule 2 to this Agreement. (b) Any reference in the Original Financing Agreement to “Project Operational Manual”, shall be construed as reference to “Project Implementation Manual”. 2. The Definitions set forth in the Appendix to the Original Financing Agreement are amended as follows: (a) Paragraph 13 of the Appendix (“Environmental and Social Management Plan”) is deleted and replaced with the following: “13. “Environmental and Social Management Plan” or “ESMP” means each plan, approved by the Association for Part 1 of the Project, to be prepared by the respective ACEs and adopted by the Recipient, setting out details of potential environmental and social risks, including risks of gender-based violence, sexual exploitation and abuse, and sexual harassment, and adverse impacts associated with any Project activities, together with an environmental and social management plan defining measures to manage such risks and impacts, including measures that endeavor to prevent and respond to gender-based violence, sexual exploitation and abuse, and sexual harassment, and including any schedules to such assessment, and as such plan may be amended by the Recipient from time to time, with the prior written approval of the Association.” (b) Paragraph 28 of the Appendix (“Project Operational Manual”) is deleted and replaced with the following: “28. “Project Implementation Manual” means the Recipient’s manual, in form and substance satisfactory to the Association, and referred to in Section I.F.1 of Schedule 2 to this Agreement, as said manual -27- may be amended from time to time with the agreement of the Association.” Except as modified herein all the other provisions of the Original Financing shall remain in force and effect.