I WORLD BANK IBRO. IDA I WORLOBANKGROUP Auguste Tano Kcuame Country Director, Turkey Country Unit Europe and Central Asia Region December 21, 2021 Ms. Ece BorE Chief Executive Officer and Board Member TURKIYE SINAI KALKINMA BANKASI AS. (INDUSTRIAL DEVELOPMENT BANK OF TURKEY) Meclisi Mebusan Cad No.81 Findiklt, 34427 Istanbul, Turkey RE: Geothermal Development Project Loan Number 8653-TR Amendment to the BiRD Loan Agreement (“Amendment Letter1 7) Dear Ms. Boro: We refer to the Loan Agreement between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (“World Bank”) and TURKIYE SINAI KALK INMA BANKASI A.5. (“Borrower”), dated November 30, 2016. for the above-captioned project (“Proje ct”), Loan Number 8653-TR, as amended to date (‘Loan Agreement”). Reference is also made to the Borrow er’s request for additional financing for the Project (“Additional Financing”). In view oithe Additional Financ ing, as diseLissed and confirmed between the Borrower and the Bank. certain related updates will be incorp orated into the Project with respect to the Project description, implementation arrangements. withdrawal categories, loan closing date, and terms and deli nil ions. Accordingly, we are pleased to inform you that the Loan Agreement hereby is amended as set forth below: The Project Description in Schedule I to the Loan Agreement is hereby amended to read in its entirety as set forth in Annex I to this Amendment Letter. 2. Section I of Schedule 2 to the Loan Agreement is hereby amend ed to read in its entirety as set forth in Annex 2 to this Amendment Letter. 3. The table in Section lV.A.2 of Schedule 2 to the Loan Agreem ent is hereby amended to read in its entirety as Follows: ‘I’urke Country Office [gut Muncu Caddesi 88 2nd Floor, 06700, Gaziosmanpasa ANKARA — TURKEY Tel: (90-3 12)4598300 Fax: (90-312)4462442 Ms. Ece Bör[i -7 December21, 2021 Amount or the Loan Percentage of Expenditures Category Allocated to be financed (expressed in Dollars) (inclusive of Taxes) ( I) Goods, works, non-consulting services and consultants’ services for Development 149.625.000 100% Sub-projects tinder Part B.l(a) of the Project Amount payable pursuant to Section 2.03 of this Agreement (2) Front-end Fee 375,000 in accordance with Section 2.07(b) of the General Conditions (3) Interest Rate Cap or Amount due pursuant to Interest Rate Collar Section 2.08(c) of this premium Agreement TOTAL AMOUNT 1511,000.000 4. Section IV.B.2 of Schedule 2 to the Loan Agreement is hereby amended to read in its entirety as follows: “The Closing Date is December 31,2023.” 5. The Appendix to the Loan Agreement is hereby amended by replacing certain terms and/or definitions with the amended tenus and definitions set forth in Annex 3 to this Amendment Letter. 6. The Appendix to the Loan Agreement is hereby amended by adding and placing in alphabetical order certain new terms and definitions (and, as a result, the remaining temis and definitions are renumbered to maintain alphabetical order) as said temis and definitions are set forth in Annex 4 to this Amendment Letter. Please confirm your agreement to the foregoing amendments to the Loan Agreement on behalf of the Borrower, by signing and dating the confirmation on the enclosed copy of this Amendment Letter and returning it to us. Upon receipt by the World Bank of’ a countersigned original Amendment Letter, this Amendment Letter will become effective as of the date of countersignature by the Borrower. -4- Annex I SChEDULE I Project Description The objective of the Project is to scale tip private sector investment in geothermal energy development in the Republic of Turkey’s territory. The Project consists olihe following activities: Part A: Risk Sharin2 Mechanism for Resource Validation Risk Sharing Mechanism for Resource Validation establishing a mechanism to promote private — sector development of renewable geothermal energy investments in the early stage of geothermal exploratory and confirmation drilling stages (“Exploration Subprojccts”) by sharing the risk with Geothermal Explorers of failingto validate a geothermal energy resource through said Risk Sharing Mechanism. 2. Technical Assistance For TKYB — strengthening capacity ofTKYB to supervise implementation of the RSM. Part B; Loan Facility for Resource Development Providing Sub-loans: (a) financed by the Original Loan, to Geothennal Developers, to support license holders and financiers investing in geothermal project development at (i) the capacity drilling (also referred to as production drilling) stage, and (ii) the steam gathering, power plant, or direct use facility construction stage (collectively. “Original Loan Development Subprojects”); and (b) financed by the Additional Financing, to Geothermal Developers, to support license holders and financiers investing in geothermal project development at (i) the capacity drilling (also referred to as production drilling) stage, and steam gathering and/or power plant construction stage, for po’ver generation lbcilities. and (ii) the capacity drilling (also relèrred to as production drilling) stage, and steam gathering and/or construction stage, for direct use Facilities (collectively, AF Development Subprojects”): and 2. Providing Subgrants. financed by the ESMAP Grant. to potential Geothermal Developers for technical assistance to deliver on-demand support for the preparation of pre-feasibihity studies and market analyses, and the development of business plans or feasibility studies, for potential AF Development Subprojccts under Part B. I (bXii) that specifically involve direct use applications. -D - Annex 2 SCHEI)ULE 2 Project Execution Section 1. Implementation Arrangements A. Institutional Arrangements Project Implementation Unit For purposes of carrying out Part B. I of the Project, the Borrower shall operate and maintain, until the completion of the Project. its Project Implementation Unit (“PIU”) with functions, responsibilities, and adequate stalling and budgetary resources necessary and appropriate for implementation of Part B of the Project, all satisfactoty to the Bank. 2. Without limitation to the generality of Section l.A. I. above, the Borrower shall ensure that the PIU includes the following minimum personnel throughout the Project implementation period (a) one environmental safeguard specialist, (b) one social safeguard specialist, and (c) one occupa tional and health and safety specialist, each with terms of reference. qualifications, and experie nce satisfactory to the Bank. B. Subproject Financing For the purposes of carrying out Part B.l of the Project. the Borrower shall. in accordance with the Project Operations Manual (“POM”) and the provisions set forth below: (a) Determine the eligibility of Geothermal Developers; (b) Determine the eligibility of Original Loan Development Subprojects and AF Development Subprojects (collectively referred to as “Development Subprojects”); (c) Enter into a Subproject Financing Agreement with each Geothermal Developer for eligible Development Stibprojects; (d) Exercise its rights and carry out its obligations under each Subproject Financing Agreem ent in such manner as to protect its interests and the interests of the Guarantor and the Bank; (e) Not, except as the Bank shall otherwise agree, amend, waive or fail to enforce any provisions concerning the Environmental and Social Management Framework (“ESME”) or the Resettlement Policy Framework ç’RPF”) of any Subproject Financing Agreement; and (t) Supervise, monitor and report on the carrying out of Development Subprojects. 2. Eligibility of Geothermal Developers. Tile Borrower shall ensure that each Geothermal Developer has established, to the satisfa ction of the Bank, that: -6- (a) It is a private enterprise where more than filly percent (50%) of the shares or other equity interest thereof is held by persons or companies other than the Borrower, any agency or subdivision thereof, or any local governmental authority, or any entities controlled by the Borrower or such agencies or subdivisions; (b) It has: (i) a satisfactory financial, organizational and management structure; and (ii) adequate staff and financial and other resources reqLlired for the efficient carrying out of its operations. including the pertinent Development SLlbproject; (c) It has the required certificates and licenses from the Guarantor’s relevant local or national authorities with respect to compliance with applicable environmental laws and regulations of the Guarantor; and (d) It has not already entered into Subproject Financing Agreements for two Subprojects financed by the Borrower through the proceeds of the Loan. 3. Development Subproiect Elicibilitv. The Borrower shall ensure that, prior to the approval of any Development Subproject, the pertinent Geothermal Developer has established to the satisfaction of the Bank and, on the basis of an appraisal carried out in accordance with procedures acceptable to the Bank, that: (a) the pertinent Development Subproject is technically feasible and economically, financially, commercially, environmentally and socially viable; (b) the pertinent Development Subproject is in compliance with all requirements pertaining to environmental protection applicable under the Guarantor’s laws and regulations and the ESME. including: (I) the preparation of(A) an acceptable Environmental and Social Impact Assessment (“ESIA”) and/or Environmental and Social Management Plan (“ESMP”), and Stakeholder Engagement Plan (“SEP”), in accordance with the EMSF; and (B) if applicable, an acceptable Resettlement Action Plan (“RAP”) in accordance with the RPF; and (ii) all other relevant terms of this Agreement, including the exclusion of any Excluded Activities. (c) the total amount of the Development Subproject Financing in respect of the one or two Development Subprojeets to the same Geothermal Developer is less than eighty million Dollars (US$80,000,000) in the aggregate; (d) the total amount of any one Development Subproject is less than sixty million Dollars (US$60,000,000): (e) any Development Subproject in the Gediz Graben and Menderes Graben shall have estimated lifetime average annual net CO emissions at or below the 2019 Grid Emission Factor ofS7la/kWh; (I) any proposed Development Subproject shall not: (i) include renewable energy facilities that hybridize existing geothermal projects, unless the proposed Development Subproject -7- is associated with the geothermal capacity expansion of such existing geothermal projects; or (ii) include drilling for any make-tip wells in existing Development Subprojeets. 4. The Borrower shall obtain the approval of the Bank on environmental and social compliance with the requirements of the Project For all proposed Development Subprojects that: (a) are proposed for retroactive financing; and/or (b) have been classified as Category A or Category B in accordance with the Bank’s Safeguard Policies. 5. Subproject Financini Agreement. Upon approval of any given Development Subproject. the Borrower shall on-lend a portion of the Loan (“Development Subproject Financing”) to the pertinent Geothermal Developer pursuant to a Subproject Financing Agreement, to be entered into between the Borrower and said Geothermal Developer on terms and conditions acceptable to the Bank, including the following provisions: (a) The obligation of the Geothermal Developer to: (i) make a minimum equity contribution of fifteen percent (l5%) of the estimated cost of the respective Development Subproject; (H) be charged interest on the principal amount of the Development Subproject Financing that has been withdrawn and outstanding from time to time, at such a rate as may be determined by the Borrower on the basis of its assessment of market conditions and risk management; (iii) carry out and operate the facilities financed by the Development Subproject with due diligence and efficiency and in accordance with sound technical, financial and managerial standards, and in accordance with the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower, and to maintain adequate records; (iv) carry out and operate the facilities financed by the Development Subproject with due regard to applicable social impact, ecological, environmental and pollution control standards and in accordance with the POM. the ESMF, the applicable ESIA. ESMP or ESDD, and the RPP, RAP, and/or Ex-post Social Audit, if applicable; (v) in furtherance of the obligations set forth in Section l.B.5(a)(iv) above, throughout Project implementation. (A) maintain proper policies and procedures, (B) ensure sufficient funds and resources, and (C) retain qualified personnel in adequate numbers, all to ensure the capacity necessary to properly appraise, implement. supervise, monitor and repon on the Development Subproject, including specifically the procurement. environmental and social elemenis of the Development Subproject, all in a manner satisfactory to the Borrower and the Bank; and (vi) prepare every six (6) months during Project implementation. and provide to the Borrower and the Bank not later than forty-five (45) days after the end of each such six-month period, CO2 emission reports from its Development Subproject and such other reports required under the environniental and social instruments -8- referred to and as set forth in Section l.B.5(a)(iv) above; each said report shall be in form and substance satisfactory to the Borrower and the Bank. (b) The repayment schedule for the repayment by the Geothermal Developer of the Subproject Financing shall be for no less than eight (8) years. If, however, the use of the Subproject Financing shall include the purchase ofequipment to capture CO2 emissions, the repayment schedule lbr the repayment by the Geothermal Developer of the Subproject Financing shall be for no less than ten (10) years. (c) The Borrower shall retain the right to inspect, by itself or jointly with representatives of the Bank. ifthe Bank so requests. such goods, sites. works, plants and construction included in the Development Subproject, the operation thereof, and any relevant documents and records of the Geothemial Developer or its contractors or consultants. (d) The Borrower shall establish a separate account, in accordance with policies and procedures satisfactory to the Bank, in which it shall deposit and record the repayments of principal and interest by the Geothential Developer under the pertinent Development Subproject Financing. (e) The Borrower shall cause each Geothermal Developer to take out and maintain insurance with responsible insurers, satisfactory to the Bank, against such risks and in stich amounts as shall be consistent with sound business practices. Without any limitation upon the foregoing, such insurance shall cover hazards incident to the Development Subproject acti ‘it i es. (1) The Borrower shall cause each Geothermal Developer to (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Subproject; and (ii) at the Bank’s or the Borrower’s request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank. (g) The Borrower shall retain the right to suspend or terminate the right of the Geothermal Developer to receive financing from the Borrower or obtain a refund of all or any part of the amount of the sub—loan then withdrawn upon failure by the Geothermal Developer to perform its obligations under its Subproject Financing Agreement. (Ii) The Geothermal Developer shall agree that the Borrower may provide to the Bank and the Bank may disclose to the ptiblic the location and nattire of the Development Subproject and the date on which Development Subproject activities started and were completed. 6. In furtherance of Part B. I of the Project, the Borrower shall first expend the Original Loan proceeds allocated for Part B. 1(a) of the Project before withdrawing the Loan proceeds for Pan B. 1(b) of the Project. C. Project Operations Manual The Borrower shall cam’ out Pan B. I of the Project in accordance with the relevant provisions of the Project Operations Manual and shall not assign, amend, abrogate, terminate, waive, or fail to -9- enforce any provisions oI’the POM without obtaining the prior approval of the Bank. In the event of any conflict between the terms of the POM and those of this Agreement, those ofthis Agreement shall prevail. Ii Safeguards The Borrower shall ensure, and cause each relevant Geothennal Developer to ensure, that Part B.1 of the Project is carried out in accordance with the provisions of the Safeguard Instruments. 2. Whenever an ESIA, ESMP, ESDO, SEP, RAP, and/or Ex-post Social Audit shall be required for any proposed Development Subproject activity in accordance with the provisions of the ESMF and/or the RPF, the Borrower shall ensure that the relevant Geothermal Developer: (a) prior to effectiveness ola Subproject Financing Agreement. proceeds to have such ESIA, ESMP. ESDD. SEP. RAP, and/or Ex-post Social Audit, as the case may be; (I) prepared and disclosed in accordance with the provisions olthe ESMF and the RPP; (ii) consulted upon adequately with people affected by the Project as per the ESMF and RPP and furnished to the Bank for review and approval; and (iii) thereafter adopted and disclosed as approved by the Bank, in form and substance acceptable to the Bank; (b) thereafler takes such measures as shall be necessary or appropriate to ensure compliance with the requirements of such ESIA, ESMP, ESDD, SEP, RAP, and/or Ex-post Social Audit, and, as relevant, incorporate within the terms of reference elan>’ technical services the requirements of the Bank’s Safeguard Policies then in force, and to ensure that the Bank Safeguards Policies are applied to the advice conveyed through such technical assistance; and (c) in the case of any resettlement activity under the Subproject involving Affected Persons, takes such measures to ensure that no displacement (including restriction of access to legally designated parks and protected areas) shall occur before necessary resettlement measures consistent with the RAP have been executed, including, in the case of displacement, full payment to Affected Persons of compensation and of other assistance required for relocation, prior to displacement. 3. The Borrower shall not, and shall ensure that each Geothermal Developer does not, amend, abrogate or waive, or permit to be amended, abrogated or waived, any Safeguards Instruments adopted in accordance with paragraph 2 of this Part D, unless the Bank has provided its prior approval thereof in writing, and the Borrower has complied with the same consultation and disclosure requirements as applicable to the original adoption of the said instruments. 4. Without limitation on its other reporting obligations under this Agreement, the Borrower shall collect, compile and submit to the Bank each calendar semester (or at such other frequency as may be agreed with the Bank) consolidated reports on the status of compliance with the Safeguards Instruments, giving details of: (a) measures taken in furtherance of’ the said instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the said measures; and (c) remedial measures taken or required to be taken to address such conditions. 5. The Borrower shall ensure, and cause each Geothennal Developer to ensure, that: (a) all consultancies related to technical assistance and capacity building under the Project, the application of whose results could have environmental or social implications, shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Bank; and (b) such terms of reference shall duly incorporate the requirements ofthe applicable Bank Safeguards Policies and procedures then in force and shall require the technical assistance, design and capacity building activities to take into account the requirements ol’said policies. 6. The Borrower shall ensure, and cause each relevant Geothermal Developer to ensure, that all the bidding documents and contracts include the obligation of the relevant contractors and subcontractors to: (a) adopt and implement measures to assess and manage the risks and impacts of labor influx; and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers; as applicable to such civil works commissioned or carried out pursuant to said contracts. 7. The Borrower shall maintain, throughout Project implementation, and publicize the availability of a grievance mechanism, in form and substance satisfactory’ to the Bank, to hear and determine fairly and in good faith all complaints raised in relation to the Project and take all meastires necessary to implement the determinations made by stich mechanism in a manner satisfactory to the Bank. 8, l’he Borrower shall: (a) take all necessary measures to cause each relevant Geothermal Developer to report to the Borrower immediately the occurrence of a Significant Event; (b) as soon as reasonably practicable. but no later than three (3) business days after the occurrence of a Significant Event, inform the Bank by any electronic means of the nature of the incident, accident, or circumstance and any effect or impact (whether on-site or off-site) resulting or likely to result therefrom; (c) as soon as reasonably practicable, but no later titan thirty (30) business days after such Significant Event, provide the Bank with a summary report, and findings of the root cause analysis. that include a description of such Significant Event, and the measures. ifany, that the Borrower is taking or plans to take. including measures that the Borrower shall cause the Subproject Developer to take, to address such Significant Event and to prevent any future similar event; and (d) keep the Bank informed of the on-going implementation of the said measures and plans. - II - Annex 3 Development Subproject Financing’ means a loan made or to be made by the Borrower out of the proceeds of the Original Loan or the Additional Financing to a Geothermal Developer to finance the carrying out of either, as relevant, an Original Development Subproject or AF Development Subproject.” Development Subprojects’ means, collectively. Original Development Subprojects and Additional Financing Development Subprojects; ‘Development Subproject’ means any such development subproject, individually.” “‘Environmental and Social Management Framework’ or ‘ESMF’ means the environmental and social management framework prepared and adopted by the Borrower and disclosed on October 27, 2021. acceptable to the World Bank. that sets forth policies and procedures for environmental and social screening of Development Subprojects, for conducting environmental and social assessments and specifying requirements for environmental and social mitigation measures to be included in ESMPs. and lists the international aquifers and eligible list of river basins in Turkey.” ‘“Environmental and Social Management Plan’ or ‘ESMP’ means a site-specific environmental and social management plan comprised of an environmental and social mitigation plan and environmental and social monitoring plan to be prepared and adopted by a Geothermal Developer pursuant to the ESME and to be implemented by the Geothermal Developer in accordance with the provisions of Schedule 2, Section I, Part D, paragraph 2 of this Agreement. satisfactory to the Bank, wherein are set forth specific details of measures to manage identified or potential environmental and social risks and to avoid, mitigate, reduce and/or offset adverse environmental and social impacts associated with the implementation of activities under Part B. I of the Project, together with an environmental and social baseline for each site, details of the relevant environmental and social legislative framework, adequate institutional, monitoring and reporting arrangements capable of ensuring proper implementation of, and regular feedback on compliance with, its terms, as the same may be amended and supplemented from time to time with the Bank’s prior written approval.” Resettlement’ means the impacts ofan involuntary taking of’ land under the Project, which taking causes Affected Persons to have their: (a) standard of living adversely affected; (b) right, title or interest in any house, land (including premises, agricultural and grazing land) or any other fiNed or movable asset acquired or possessed, temporarily or permanently; (c) access to productive assets adversely affected, temporarily or permanently: or (d) business, occupation. work or place of residence or habitat adversely affected, temporarily or pemianently.” “‘Resettlement Action Plan’ or ‘RAP’ means a resettlement action plan, satisfactory to the Bank, to be prepared in accordance with the RPF and implemented by the applicable Geothermal Developer for carrying out the corresponding Development Subproject, setting forth, in/c,’ a/ia, the principles and objectives, the Affected Persons’ eligibility criteria. compensation. assistance and rehabilitation entitlements, as well as the monitoring and reporting arrangements.” Resettlement Policy Framework’ or ‘RPF’ means the resettlement policy framework prepared by the Borrower and disclosed on October 27, 202!, satisfactory to the Bank, and defining the modalities for Resettlement under the Project and describing the policies, procedures, plans and actions (including the guidelines for the preparation and implementation of resettlement action -12- plans), and institutional measures related to Resettlement and other social impacts that may arise during the implementation of the Project.” “Sub-loan’ means a loan to be provided by TSKB to a Geothermal Developer to carry out a Development Subproject under Pan 3.1 of the Project.” “‘TUrkiye Kalkinma ye Yatinm Bankasi AS.’ or ‘TKYB’ means tie development and investment bank of the Republic of Turkey, also known as Development and Investment Bank of Turkey, originally founded as a Joint Stock Company and with the name of Slate Industry and Laborer Investment Bank (DESIYAB) pursuant to the Decree numbered 13 and dated 27.11.1975, and renamed as Turkiye Kalkinma ye Yaurim Bankasi A.5., pursuant to Law No. 7147, published in the Republic of Turkey’s Official Gazette No. 30575, dated October 24, 2018 (Trade Registry No. 1988985); such shall include any legal successor or successors thereto acceptable to the Bank.” - 13- Anna 4 “‘Additional Financing’ or ‘AF’ means the Loan provided under this Agreement for the purpose of this Project” “‘Additional Financing Development Subproject’ or ‘AF Development Subproject’ means any investment, financed by the Additional Financing, in the development of geothermal energy resources that has met the criteria set forth in the POM For benefitting from financing under Part 3.1(b) of this Project; ‘Additional Financing Development Subprojccts’ or ‘AF Development Subprojects’ means, collectively, the subprojects covered under Part 3.1(b) of the Project:’ “‘Affected Persons’ means persons who, as a restilt of the execution of the Project, would be subject to Resettlement; ‘Affected Person’ means any ofsuch Affected Persons.” “Bank’s Safeguards Policies’ means the Bank’s operational policies and procedures, set forth in the Bank’s operational manual and identified as OP/BP 4.01, 4.04, 4.09, 4.10, 4.11,4.12, 4.36, 4.37, 7.50 and 7.60, as said manual is published under https://www.worldbank.org/en/projects operations/environmental-and-social-policies#saf’eguards.” “Category A’ means a classification for activities that are likely to have significant adverse environmental impacts (based on type, location, sensitivity, and scale of the activities and the nature and magnitude of its potential environmental impacts). as prescribed by the Bank’s OP/BP 4.01 refen-ed to in the Bank’s Safeguard Policies,” “Category B’ means a classification for activities for which the potential impacts on the environment are typically site-specific, reversible in nature, are less adverse than those classified as Category A. and for which mitigation measures can be designed more readily.” Environmental and Social Impact Assessment’ or ‘ESIA’ means the environmental and social and impact assessment prepared, adopted, and disclosed by a Geothermal Developer that sets forth the environmental and social measures needed 10 prevent and/or mitigate negative environmental and social effects associated with the corresponding Development Subproject, and that specifically includes: (a) describing the existing socio-environmental conditions within the corresponding Development Subproject area; (b) describing the extent, duration and severity of potential impacts of the Development Subprject; (c) analyzing all significant impacts of the Development Subproject; and (d) l’onnulating the mitigation actions set forth in the fonn of an ESMP; such ESIA, including relevant annexes, shall be satisfacton’ to the Bank.” ESDD’ means the environmental and social due diligence mechanism, as detailed in the POM, that is used to detemiine the nature and extent of environmental and social safeguard areas of concern and compliance at an existing facility or in respect to an ongoing activity, and that proposes and justifies appropriate measures to mitigate areas of concern, estimates the costs of the measures, and recommends a schedule for implementing them.” ESMAP’ means the Energy Sector Management Assistance Program. ESMAP Grant’ means the amount referred to in the preamble of this Agreement. or such final grant amount reflected in the ESMAP Grant Agreement fonnally executed by the Bank, as administrator of the ESMAP grant funds, and TKYB.” -14- “‘ESMAP Grant Agreement’ means the grant agreement referred to in the preamble of this Agreement, and as such agreement may be amended from time to time; ‘ESMAP Grant Agreement’ includes all appendices, schedules and agreements supplemental to [lie ESMAP Grant Agreement.” “‘Excluded Activities’ means, collectively: (a) any of the activities listed, or activities that produce and1or use materials listed, in the World Bank GroLip!lntemationa[ Finance Comoction Exclusion List (see S IIJI 7H2 ‘em/connecli opics cxl contcnuilc external corporate_sile’suslai naNIkY-at-ilclcomppny-Lsoufçes. ièexeln’knilist), and such other activities and/or materials listed in the POM and which are classified and referred to as part of the negative list in said manual; (b) activities that involve child or forced labor; (c) activities that adversely impact sensitive natural and critical habitats and species as described in OP 4.04. 1\aiural Habitats, and OP 4. I I Physical (‘uhural Resources; . (d) activity that is prohibited by international agreements, and as recognized under the ESME, that concerns the protection of biodiversity resources or of the cultural heritage; (e) activities that include use of oil-based drilling muds; (Q any investment that involves the potential use of. or discharge into, any waterways as defined and applicable tinder World Bank Operational Policy 7.50 (or detailed design and engineering studies of such investment), as such waterways shall have been described more specifically in the POM: and (g) any investment that involves the construction ofa new dam or a dam tinder construction.” “‘Ex-post Social Audit’ means the social due diligence mechanism, as detailed in the POM and Resettlement Policy Framework, that is used to: (a) define land-based impacts that may have occurred in anticipation of, or in preparation for, an existing facility or in respect to an on-going activity, and/or that involve land acquisition directly linked to the proposed Development Sub-project; and (b) identit3 mitigation measures to be undenaken by the Geothermal Developer carrying out a Development Subproject to comply with the principles of World Bank Operational Policy 4.12, bn’ohuuary Resett/en,c,u.” “‘Gtiarantor’ means the Republic of Turkey.” “‘Original Loan’ means the financing under this Loan Agreement (Loan No. 8653-TR).” ‘“Original Loan Development Subproject’ means any investment, financed by the Loan for the Project (Loan No. 8653-TR). in the development of geothermal energy resources that has met the criteria set forth in the POM for benefitting from financing under Part 3.1(a) of this Project; Original Loan Development Subprojects’ means, collectively. the subprojects covered under Part B.l(a) of the Project.” “‘Original Project’ means the Project described in Schedule I to the Original Loan Agreement as amended to the date of this Agreement.” -15- ‘“Project Implementation Unit’ or ‘PIU’ means the project implementation unit described in Section l.A.l of Schedule 210 this Agreement.” Safeguard Instruments’ means, collectively, the environmental and social instruments prepared by the Borrower, Geothermal Explorers, and Geothermal Developers for the purposes of the Project and corresponding Development Subprojects, namely the Environmental and Social Management Framework and the Resettlement Policy Framework prepared by the Borrower, and the Environmental and Social Impact Assessments, the Environmental and Social Management Plans, the Resettlement Action Plans, and the Stakeliolder Engagement Plans prepared, as relevant, by Geothermal Explorers and Geothermal Developers.” “‘Significant Event’ means: (a) any significant social, labor, health and safety, security or environmental incident, accident, or circumstance involving the Project (or individual Development Subprojects), including, without limitation, explosions, spills, and any workplace accidents that result in death, serious or mtilti pIe inj ury, material pollution, or any violent labor unrest or dispute between the Borrower or security forces (assigned to protect the Project or individual Development Subprojects) and local communities; or (b) any other event or circumstance having, or which could reasonably be expected to have, a material adverse effect on the implementation or operation oftlie Project in accordance with the ESMF.” “Stakeholder’ means an individual or group who (a) is affected or likely to be affected by a Development Subproject. and (b) may have an interest in the Devclopment Subproject (other interested parties); ‘Stakeholders’ means collectively such individuals and groups.” “‘Stakeholder Engagement Plan’ or ‘SEP’ means the plan prepared and adopted by a Geothermal Developer to engage with Stakeholders of a conesponding Development Subproject, throughout the respective Development Subproject implementation, in a timeframe that enables meaningful consultations with the Stakeholders on the respective Development Subproject design. in view of the nature and scale of the respective Development Subproject and its potential risks and impacts; said plan shall be in form and substance satisfactory to the Bank: ‘Stakeholder Engagement Plans’ means collectively all such plans.” “‘Subgrant’ means a grant to be provided by TKYB under Part B.2 of the Project, selected in accordance with the criteria set out in the POM, to be used for technical assistance to support preparation of feasibility studies for potential Development Subproiects under Pan B. I (b)(ii) of the Proj ect.” “Sub-loanS means a loan to be provided by TSKB to a Geothermal Developer to carry out a Development Subproject under Part B.l of the Project.” “‘T[irkiye Sinai Kalkinma Bankasi AS.’ or TSKB means Industrial Development Bank of Turkey, a joint-stock company established pursuant to the statutes published in Trade Registry Gazette no. 7046 dated June 2, 1950 (Trade Registry No. 42527). or any legal successor or successors thereto acceptable to the World Bank.”