LOAN NUMBER 8498- Loan Agreement (Inclusive Housing Finance Program) between AR1AB REPUBLIC OF EGYPT and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Datei \C Uri , 2015 -2- LOAN NUMBER 8498 1 N LOAN AGREEMENT AGREEMENT dated \c Un(i ,2015, between ARAB REPUBLIC 0 EGYPT ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION A II DEVELOPMENT ("Bank"). Thc Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitut: a integral part of this Agrei,ment. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement I z v. the meanings ascribed to them in the General Conditions or in the Appendix to t i Agreement. ARTICLE H - LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or reft:-ie to in this Agreement, the amount of five hundred million United States Do I nv (US$500,000,000), as su,,h amount may be converted from time to time through a Curr r c Conversion in accordanc- with the provisions of Section 2.08 of this Agreement ("Loz ii" I to assist in financing the program described in Schedule I to this Agreement ("Progra I ' 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section F Schedule 2 to this Agree ment. The Borrower's Representative for purposes of taking a c action required or permitled to be taken pursuant to this Section is the Social Housing F i. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one per .:,t (0.25%) of the Loan amcunt. 2.04. The Commitment Charge payable by the Borrower shall be equal to one quarter of cn percent (0.25%) per anni m on the Unwithdrawn Loan Balance. 2.05. The interest payable by tl e Borrower on the withdrawn Loan Balance and outstanding I -r time to time for each In terest Period shall be at a rate equal to the Reference Rat( a defined in paragraph 82 cf the General Conditions) for the Loan Currency plus the Vari iL. Spread; provided, that uion a Conversion of all or any portion of the principal amoui tc the Loan, the interest p tyable by the Borrower during the Conversion Period on ua amount shall be determiried in accordance with the relevant provisions of Article IV o '1. General Conditions. 2.06. The Payment Dates are J inuary 15 and July 15 in each year. 2.07. The principal amount of: the Loan shall be repaid in accordance with the amortize Ii schedule set forth in Sch,.dule 3 to this Agreement. -3- 2.08. (a) The Borrower may at any time request any of the following Conversions of th terms of the Lo Ln in order to facilitate prudent debt management: (i) a change c the Loan Curreacy of all or any portion of the principal amount of the Loar. withdrawn or uriwithdrawn, to an Approved Currency; (ii) a change of the intereI rate basis applic able to: (A) all or any portion of the principal amount of the Loa I withdrawn and outstanding from a Variable Rate to a Fixed Rate, or vice versa; c (B) all or any portion of the principal amount of the Loan withdrawn an I outstanding froim a Variable Rate based on a Reference Rate and the Variabl Spread to a Va -able Rate based on a Fixed Reference Rate and the Variabl Spread, or vice versa; or (C) all of the principal amount of the Loan withdrawn an I outstanding frori a Variable Rate based on a Variable Spread to a Variable Rat! based on a Fixed Spread; and (iii) the setting of limits on the Variable Rate or th,. Reference Rate ipplicable to all or any portion of the principal amount of the Loa I withdrawn and outstanding by the establishment of an Interest Rate Cap or Intere, Rate Collar on the Variable Rate or the Reference Rate. (b) Any conversion requested pursuant to paragraph (a) of this Section that is accepte I by the Bank sh tall be considered a "Conversion", as defined in the Generz I Conditions, and shall be effected in accordance with the provisions of Article I1 of the General C onditions and of the Conversion Guidelines. (c) Promptly follov ing the Execution Date for an Interest Rate Cap or Interest Rat! Collar for which the Borrower has requested that the premium be paid out of th ! proceeds of the Loan, the Bank shall, on behalf of the Borrower, withdraw fror i the Loan Account and pay to itself the amounts required to pay any preniur I payable in accordance with Section 4.05 (c) of the General Conditions up to th! amount allocated from time to time for the purpose in the table in Section IV c I Schedule 2 to th is Agreement. 2.09. The Borrower representi that it has designated its Ministry of Finance for the purpose c handling on behalf of thi Borrower, debt service payments with respect to the Loan. ARTICLE III - PROGRAM 3.01. The Borrower declares ts commitment to the objective of the Program. To this end, th: Borrower shall carry oul the Program and shall cause the Program Implementing Entity t' carry out the Program in accordance with the provisions of Article V of the Gener I Conditions, the Program Agreement and this Agreement. 3.02. Without limitation upor the provisions of Section 3.01 of this Agreement, and except a: the Borrower and the 3ank shall otherwise agree, the Borrower shall ensure that th Program is carried out iii accordance with the provisions of Schedule 2 to this Agreemen -4- ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Event of Suspension consists of the following: (a) Any legislation, license or other legal instrument related to the implementation o the Program or :o the establishment or operation of the SHF has been amendec, suspended, abrogated, repealed or waived so as to affect materially and adversel: the achievemeni of the objective of the Program, or the ability of the SHF t, implement the Program or any of its obligations under the Program Agreemeni. Any suspension based on this Section shall continue until the event (or events i which gave rise to the suspension has (or have) ceased to exist, unless the Ban] has notified the 3orrower that such right to make withdrawals has been restored. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. Subject to the other proi isions of this Article and Section 9.01 of the General Conditions, this Agreement shall bicome effective once the Bank has received evidence that a] necessary constitutional procedures have been taken by the Borrower in accordance wit i the provisions of Sectiot 9.01 of the General Conditions. 5.02 The Effectiveness Dead] ine is the date one hundred eighty (180) days after the date of thi: Agreement or such later date as the Bank may establish in accordance with the provision; of Section 9.04 of the G,neral Conditions. ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01. Except as provided in Section 2.02 of this Agreement, the Minister of Internationz I Cooperation of the Borrower and the Assistant to the Minister for International, Regionz I and Arab Financing Organizations of the Ministry of International Cooperation of th Borrower are severally (esignated as the Borrower's Representative. 6.02. The Borrower's Addres: is: Ministry of Internationa Cooperation 8 Adly Street Cairo, Arab Republic of Egypt Cable address: Facsimile: Ministry of Internationa. Cooperation (202) 2391-2815 Cairo, Arab Republic of Egypt (202) 2391-5167 6.03. The Bank's Address is: International Bank for Feconstruction and Development 1818 H Street, N.W. Washington, D.C. 2043 United States of America -5- Cable address: 1 elex: Facsimile: INTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI) AGREED at Cairo, Arab Republic of Egypt, as of the day and year first above written. ARAB REPUBLIC OF EGYPT By 41 1' ek A &_i Authorized Representa i Name: VA N,-3\J- Title: I~~~ o INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Represeta ii: Name: tAr- AAI5 a Title: ___________ n+ -6- SCHEDULE 1 Program Description The objective of the Program is to improve the affordability of formal housing for low income households in the Arab Republic of Egypt and to strengthen the SHF's capacity to desigi policies and coordinate programs in the social housing sector. The Program is a part of the Borrower's Social Housing Program and consists of thl following components: Part A: Institutional Strengthe ning of SHF 1. Enhancing the capacity of SHF to improve the Borrower's housing sector through, inte alia: (a) coordination anI consolidation of housing entities and functions; (b) formulatioi of social housing policy, programs, regulations and procedures; and (c) preparation anq implementation of refoirms to improve the efficiency and equitability of the housinj system. 2. Enhancing the effectiveaess of SHF to provide oversight to the implementation of th Program through, inter a,ia: (a) the establishment of an improved management informatioi system; (b) the establishment of a sound fiduciary management and governance structure and (c) improving monitoring and evaluation capacity. Part B: Demand-side Housing Subsidy Support 1. Affordable Mortgage Piogram (AMP): Financing of demand-side subsidies provided ti households with income of up to LE 3,000 per month to complement a mortgage loan ani a down-payment for the purchase of a new or existing housing unit. 2. Public Rental Subsidy Program for Tenants: Provision of a demand-side subsidy ti households with incom of up to LE 1,500 per month to rent a publically owned an. managed housing unit. 3. Private Rental Subsidy ,rograms for Investors: Provision of financial incentive package to private investors in re ital housing for moderate income households who commit to rer their units to households with income of up to LE 3,000 for a given period of time. 4. Private Rental Subsidy Programs for Tenants. Provision of a demand-side subsidy t enable households with an income to be specified by the SHF to rent a privately owne, and managed housing ui tit. -7- SCHEDULE 2 Program Execution Section I. Implementation Arrangements A. Program Fiduciary, Ervironmental and Social Systems Without limitation on th, provisions of Article V of the General Conditions, the Borrowe shall cause the Prograi a to be carried out by the Program Implementing Entity, il accordance with financial management, procurement and environmental and socia management systems acceptable to the Bank ("Program Fiduciary, Environmental ani Social Systems") which ire designed to ensure that: 1. the Loan proceeds are used for their intended purposes, with due attention to the principle of economy, efficiency, -ffectiveness, transparency, and accountability; and 2. the actual and potential adverse environmental and social impacts of the Program ar identified, avoided, min: mized, or mitigated, as the case may be, all through an informei decision-making proces:. B. Anti-Corruption Without limitation on thoe provisions of Part A of this Section, the Borrower shall cause th Program Implementing I ntity to carry out the Program, in accordance with the provision of the Anti-Corruption Guidelines. C. Other Program Institutional and Implementation Arrangements 1 . Without limitation on th, generality of Part A of this Section I, the Borrower shall, throug the Program Implemening Entity, carry out the Action Plan, in accordance with th schedule set out in the siid Action Plan in a manner satisfactory to the Bank. Except as th Bank may agree after consultation with the Borrower, the Borrower shall ensure that th! Action Plan is not amended, waived, suspended, terminated or abrogated, by the Prograr i Implementing Entity. 2. The Borrower shall, no ater than June 30, 2016, cause the Program Implementing Entit' to establish, a complaints and grievance redressal mechanism to handle complaints an I grievances from ProgrEim beneficiaries or third parties relating to any aspects of th! Program including adverse social and environmental impacts, and allegations of fraud an I corruption. Such mectanism shall, inter alia, contain procedures for recording c complaints and grievances, directing the complainants to the appropriate level for actior. the review process, and provision of feedback to the complainant on the action taken o the basis of best practicc service standards. 3. The Borrower shall, no later than December 31, 2016 or such later date as the Bank ma establish by notice to t1e Borrower, cause the Program Implementing Entity to establis an internal audit funct on providing assurance service for the ownership and renti I -8- programs affiliated with the Program Implementing Entity referred to in Part B of thi Program. 4. The Borrower shall, no later than December 31, 2016 or such later date as the Bank ma, establish by notice to the Borrower, cause the Program Implementing Entity to establish housing monitoring and evaluation unit within the Program Implementing Entity wit] powers, functions, staff and resources satisfactory to the Bank, including a system fo monitoring and evaluation of the Program. 5. The Borrower shall, no liter than three months after the Effective Date, cause the Progran Implementing Entity to c ngage an independent Verification Agent, to prepare and provid, verification reports cerl ifying the achievement of the DLRs, all in accordance wit] procedures and arranger lents satisfactory to the Bank as referred to in Section IV.B. 1 (b of this Schedule. 6. To facilitate the carrying out of the Program, the Borrower shall make the proceeds of thi Loan available to the Program Implementing Entity in a timely manner. Section II. Excluded Activities The Borrower shall ensure that t ie Program excludes any activities which: A. in the opinion of the Bark, are likely to have significant adverse impacts that are sensitive diverse, or unprecedente I on the environment and/or affected people; or B. involve the procuremeitt of: (1) works; (2) goods, estimated to cost US$30 millio equivalent or more per contract; (3) non-consulting services, estimated to cost US$21 million equivalent or n ore per contract; or (4) consultants' services, estimated to cos US$15 million equivalei it or more per contract. Section III. Program Monitoring. Reporting and Evaluation; Audits A. Program Reports The Borrower shall, thn ugh the Program Implementing Entity, monitor and evaluate th progress of the Program and prepare Program Reports in accordance with the provision of Section 5.08 of the Gmeral Conditions. Each Program Report shall cover the period c one calendar semester, ;nd shall be furnished to the Bank not later than one month aftc the end of the period covered by such report. -9- B. Program Financial Audits Without limitation on thi generality of Section L.A of this Schedule 2 and Section 5.09 o the General Conditions, the Borrower shall, through the Program Implementing Entity have the Financial State -nents audited in accordance with the provisions of Section 5.0' (b) of the General Condi ions. Each audit of the Financial Statements shall cover the perioi of one fiscal year of the Borrower. The audited Financial Statements for each such perioi shall be: (a) furnished to the Bank not later than six (6) months after the end of such period and (b) made publically available in a timely fashion and in a manner acceptable to th, Bank. Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withiraw the proceeds of the Loan in accordance with the provision of Article II of the General Conditions, this Section, and such additional arrangements a the Bank may specify fi om time to time by notice to the Borrower to: (a) pay the Front end Fee; (b) pay each Irterest Rate Cap or Interest Rate Collar premium; and (c) financ the Program Expenditurcs, on the basis of the results ("Disbursement Linked Results" c "DLRs") achieved by tie Program Implementing Entity, as measured against specifi: indicators ("Disbursement Linked Indicators" or "DLIs"), all as set forth in the table ii paragraph 2 of this Part A. 2. The following table specifies each category of withdrawal of the proceeds of the Loa i (including the Disburiement Linked Indicators as applicable) ("Category")., th: Disbursement Linked Results for each Category (as applicable), and the allocation of th. amounts of the Loan to cach Category: Category Disbursement Amount of the Disbursement (including Disbursement Linked Result (as Loan Calculation Linked Indicator as applicable) applicable) Allocated Formula (expressed in USD) (1) DLI #1: Establishment 'nd DLR #1.1: An 25,000,000 DLR #1.1: operation of an internal audit internal audit $15,000,000 function within SHF provic ing function has been assurance service for the established within DLR #1.2: ownership and rental progr ms SHF providing $5,000,000 for affiliated with the SHF assurance service for FY 18, and $ referred to in Part B of the the ownership and 2,500,000 for Program. rental programs each of FY 19 affiliated with the and FY 20 SHF. DLR #1.2: the internal audit function established within SHF is - 10 - maintained and is operating satisfactorily. (2) DLI #2: Establishment and DLR #2.1: The 25,000,000 DLR # 2.1: functioning of a hous ng monitoring and $10,000,000 of monitoring and evaluat lon evaluation (M&E) which system and an M&E init unit has been 5,000,000 for within SHF, and the established within FY 16 and preparation of the Multi-Y ear SHF with a $5,000,000 for Plan and Annual Tarjets functioning M&E FY 17 informed by the M&E systt!m. system. DLR #2.2: The DLR #2.2: M&E unit and $15,000,000 of system established which within SHF is $5,000,000 for maintained and each of FY 18, functioning FY 19 and FY satisfactorily and 20 informing the Multi- Year Plan and Annual Targets in each subsequent fiscal year after their establishment. (3) DLI #3: The establishment;md DLR #3: An 50,000,000 FY 16: functioning of an accountability and $20,000,000 accountability ad transparency FY 17: transparency mechan sm mechanism has been $10,000,000f within SHF for implemeni ing established and is FY 18: the Program. functioning within $10,000,000 SHF for FY 19: implementing the $5,000,000 Program. FY 20: $5,000,000 (4) DLI #4: The establishmen by DLR #4.1: SHF has 50,000,000 DLR# 4.1: SHF of a functior ing established in FY 16 $20,000,000 mechanism to monitor a mechanism to DLR# 4.2: occupancy and vacancy of monitor occupancy $10,000,000 of housing units by househo lds and vacancy of which $154,000 receiving demand-SFde housing units by for each housing subsidy under pait B households occupancy of the Program and perceni age receiving demand- percentage of ownership housing n fits side housing subsidy achieved. - 11 - occupied by low-incone and said mechanism households after at least 1 yar is functioning DLR# 4.3: of receiving subsidies under satisfactorily. $10,000,000 of the AMP referred to in Fart which $133,000 B.lof the Program. DLR #4.2: The for each percentage of occupancy ownership housing percentage units occupied by achieved. low income households, after at DLR# 4.4: least 1 year of $10,000,000 of receiving subsidies which $118,000 under the AMP in for each excess of 50% and occupancy up to 65% in FY 17 percentage achieved. DLR #4.3: The percentage of ownership housing units occupied by low income households, after at least 1 year of receiving subsidies under the AMP in excess of 50% and up to 75% in FY 18 DLR #4.4: The percentage of ownership housing units occupied by low income households, after at least 1 year of receiving subsidies under the AMP in excess of 50% and up to 85% in FY 19 (5) DLI #5: Number of DLR # 5: Up to 225,000,000 $225,000,000 households receiving dema ad- 725,000 households out of which side homeownership subsidlies $310.34 for for new housing units in e ich each new Fiscal Year during Progi am household implementation under the AMP referred to in Part BIofot o - 12 - the Program (Baseline: 0 for FY 16). (6) DLI #6: Number of rew DLR #6: Up to 48,750,000 DLR #6: households participating in 102,400 households $48,750,000 of rental subsidy programs in which $476.07 each Fiscal Year dur ng for each new Program implementat.on household referred to in Part B.2 and [3.4 of the Program (Baseline: 0 for FY 16). (7) DLI #7: Percentage of DLR #7: At least 25,000,000 $25,000,000, of demand-side subsic[ies 20% in each Fiscal which $100,000 provided under Part B of the Year during the for each Program supporting the implementation of percentage of purchase or rental of housing the Program demand-side units located within a subsidies commute of 60 minutes or l ess provided up to a to an employment center. maximum of $5,000,000 for each Fiscal Year during the implementation of the Program (8) DLI #8: Number of dema-.id- DLR #8: Up to 50,000,000 DLR #8: side subsidies provided under 250,000 demand- $50,000,000 of Part B of the Progi am side subsidies which $200 for supporting the purchase or each demand- rental of housing uaits side subsidy developed by private secptor entities in each Fiscal F ear during Prog am implementation. (Priviate sector entities are those that are owned at least 5 1% by prii, ate individuals or are listed on the stock exchange) (Baselin: 0 for FY 16). (9) Front-end Fee to be uaid 1,250,000 Amount pursuant to Section 2.03 of rhis payable Agreement in accordance with pursuant to Section 2.07(b) of the Gen-ral Section 2.03 of Conditions. this Agreement in accordance with Section o2.07 (b) of the - 13 - General Conditions (10) Interest Rate Cap or Intei est 0 Amount due Rate Collar premium to be pursuant to paid pursuant to Sect on Section 2.08(c) 2.08(c) of this Agreement in of this accordance with Section 4.05 Agreement of the General Conditions. TOTAL AMOUNT 500,000,000 B. Withdrawal Conditioni; Withdrawal Period 1. Notwithstanding the pro iisions of Part A of this Section, no withdrawal shall be made: (a) for purposes of Section 2.05 of the General Conditions, for payments for Progral Expenditures ma ide prior to the date of this Agreement, except that withdrawal u] to an aggregate amount not to exceed US$25,000,000 may be made for suc. payment made Trior to this date but on or after August 14, 2014; and (b) for any DLR un.er Category (1), (2), (3), (4), (5), (6), (7) or (8), unless the Prograr i Implementing E -ntity has furnished all required verification documents an I information sati 3factory to the Bank showing that said DLR has been achievec . Such verification documents and information shall include verification report; from the Verilication Agent, based on reports prepared by the Prograr I Implementing Entity certifying the achievement of the DLRs in accordance wit I procedures and irrangements, and verification protocols satisfactory to the Bank 2. (a) Notwithstanding the provisions of Part B. 1(b) of this Section, the Borrower ma3. through the Program Implementing Entity, withdraw an amount not to excee I $125,000,000 a an advance under Category (1), (2), (3), (4), (5), (6), (7) or (8'. (b) If the DLR/DLFs for any said Category in the opinion of the Bank is not achieve I. or is only partially achieved by the date by which said DLR is set to be achieve or by the Closing Date, the Borrower shall, promptly upon notice by the Banil, refund to the BE nk such advance or portion of such advance as determined by th Bank in accord nce with the provisions of paragraph 3 of this Part B. (c) Except as other vise agreed with the Borrower, the Bank shall cancel the arnout i: so refunded pur uant to paragraph 2 (b) above. Any further withdrawals requeste :1 as an advance inder any Category shall be permitted only on such terms an I conditions as thi Bank shall specify by notice to the Borrower. 3. Notwithstanding the prc visions of Part B. 1(b) of this Section, if in the opinion of the Ban any of the DLRs under Categories (4), (5),(6), (7) or (8) has not been achieved by the dal.- by which the said DLR is set to be achieved, the Bank may, at any time, after consultin .' with the Borrower, decide to: (a) authorize the withdrawal of such lesser amount of the unwithdrawn proceeds ( F the Loan then allocated to said Category which, in the opinion of the Ban] , - 14 - corresponds to tie extent of achievement of said DLR, said lesser amount to b4 calculated in acc :rdance with the Disbursement Calculation Formula set out in thi fourth column oI'the table in Section IV.A.2 of this Schedule; (b) reallocate all or i portion of the proceeds of the Loan then allocated to said DLI to any other DLI R; and/or (c) cancel all or a portion of the proceeds of the Loan then allocated to said DLR. 4. The Closing Date is Junc 30, 2020. 5. Notwithstanding the foregoing provisions of this Section IV, if at any time after the Closin Date the Borrower has failed to provide evidence satisfactory to the Bank that thi Withdrawn Loan Balance does not exceed the total amount of Program Expenditures pai4 by the Borrower, exclusive of any such expenditures financed by any other financier or b: the Bank or the Associ:Ation under any other loan, credit or grant, the Borrower shall promptly upon notice f-om the Bank, refund to the Bank such excess amount of th Withdrawn Loan Balance. The Bank shall cancel the refunded amount of the Withdraw] Loan Balance. - 15 - SCHEDULE 3 1. The following table sets forth the Principal Payment Dates of the Loan and the percentag< of the total principal a Tnount of the Loan payable on each Principal Payment Dat ("Installment Share"). If the proceeds of the Loan have been fully withdrawn as of the firs Principal Payment Date, the principal amount of the Loan repayable by the Borrower ol each Principal Paymert Date shall be determined by the Bank by multiplying (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installmen Share for each Principal I Payment Date, such repayable amount to be adjusted, as necessary to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currenc, Conversion applies. Principal Payment D11ate Installment Share (Expressed as a Percentage) On each January 15 and July 1f Beginning July 15, 2020 1.67% through July 15, 2049 On January 15, 2050 1.47% 2. If the proceeds of the Lo m have not been fully withdrawn as of the first Principal Paymen Date, the principal amcunt of the Loan repayable by the Borrower on each Principa Payment Date shall be dtermined as follows: (a) To the extent th it any proceeds of the Loan have been withdrawn as of the firs Principal Paymc nt Date, the Borrower shall repay the Withdrawn Loan Balance a of such date in accordance with paragraph 1 of this Schedule. (b) Any amount wi hdrawn after the first Principal Payment Date shall be repaid oi each Principal Payment Date falling after the date of such withdrawal in amount determined by f ie Bank by multiplying the amount of each such withdrawal by fraction, the numerator of which is the original Installment Share specified in th table in paragrai)h I of this Schedule for said Principal Payment Date ("Originm Installment Sha!e") and the denominator of which is the sum of all remainin Original Installi ient Shares for Principal Payment Dates falling on or after suc I date, such amounts repayable to be adjusted, as necessary, to deduct any amount; referred to in paragraph 4 of this Schedule, to which a Currency Conversio I applies. 3. (a) Amounts of the Loan withdrawn within two calendar months prior to any Princip I Payment Date s rall, for the purposes solely of calculating the principal amount: payable on any Principal Payment Date, be treated as withdrawn and outstandin!, on the second P -incipal Payment Date following the date of withdrawal and sha I. be repayable o i each Principal Payment Date commencing with the secon:. Principal Paymcnt Date following the date of withdrawal. (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at an.' time the Bank aiopts a due date billing system under which invoices are issued oi or after the re;pective Principal Payment Date, the provisions of such sul- - 16 - paragraph shall r o longer apply to any withdrawals made after the adoption of sucl billing system. 4. Notwithstanding the pro visions of paragraphs 1 and 2 of this Schedule, upon a Currenc, Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency the amount so converted in the Approved Currency that is repayable on any Principa Payment Date occurring during the Conversion Period, shall be determined by the Bank b, multiplying such amou it in its currency of denomination immediately prior to thi Conversion by either: (i) the exchange rate that reflects the amounts of principal in th4 Approved Currency pay ible by the Bank under the Currency Hedge Transaction relatinj to the Conversion; or (ir) if the Bank so determines in accordance with the Conversioi Guidelines, the exchang4 rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, th, provisions of this Schedule shall apply separately to the amount denominated in each Loai Currency, so as to produ .e a separate amortization schedule for each such amount. - 17 - APPENDIX Section I. Definitions 1. "Action Plan" means the plan of the SHF date< February 18, 2015, and referred to in Section I.C.1 of Schedule 2 to this Agreement an< Section I.C. 1 of the Prol,gram Agreement, as may be amended from time to time with the agreement of the Bank. 2. "Annual Targets" means yearly goals within SHF's Multi Year Plan for the production o new housing units and dlivery of housing subsidies. 3. "Anti-Corruption Guid,lines" means the Bank's "Guidelines on Preventing an< Combating Fraud an d Corruption in Program-for-Results Financing", datel February 1, 2012. 4. "Category" means a cate gory set forth in the table in Section IV.A.2 of Schedule 2 to thi Agreement. 5. "Disbursement Linked Indicator" or "DLI" means in respect of a given Category, th indicator related to said Category as set forth in the table in Section IV.A.2 of Schedule to this Agreement. 6. "Disbursement Linked R.esult" or "DLR" means in respect of a given Category, the resul under said Category as set forth in the table in Section IV.A.2 of Schedule 2 to thi Agreement, on the basis of the achievement of which, the amount of the Loan allocated t, said result may be withdrawn in accordance with the provisions of said Section IV. 7. "Fiscal Year" or "FY" means the fiscal year of the Borrower and the PIE beginning o i July 1 of a calendar yeai and ending on June 30 of the following calendar year. 8. "General Conditions" m-ans the "International Bank for Reconstruction and Developmer I General Conditions for l.oans", dated March 12, 2012, with the modifications set forth i i Section II of this Appendix. 9. "LE" means Egyptian Pound, the lawful currency of the Borrower. 10. "Multi-Year Plan" mears the plan of SHF for the planned production of new housing unil and delivery of housing subsidies over a projected 3-5 year period based on objectives an i priorities set by the Bon ower and the budget allocated to the SHF. 11. "Program Fiduciary an(. Environmental and Social Systems" means the Borrower's an .1 the Program Implement .ng Entity's systems for the Program referred to in Section I.A c Schedule 2 to this Agre ment. 12. "Program Agreement" means the agreement between the Bank and SHF of even dai herewith, as the same :nay be amended from time to time, and such term includes a I schedules and agreemerts supplemental to such Program Agreement. - 18 - 13. "Program Implementing Entity" means SHF. 14. "Social Housing Fund" or "SHF" means the Borrower's Fund established by the Socia Housing Law 33 of 2014 as ratified by a Presidential Decree in May 2014, for the purpos of implementing the Social Housing Program, and pursuant to which the SHF operates. 15. "Social Housing Program" means the Borrower's Social Housing Program established b: Social Housing Law 33 of 2014 as ratified by a Presidential Decree in May 2014, whic] program is to be implemented by SHF. 16. "Verification Agent" means an independent entity to be engaged by the SHF for th: purposes of certifying the achievement of the DLRs as referred to in Section I.C(5) c Schedule 2 to this Agrec ment. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. Wherever used throughout the General Conditions, the term "the Project" is modified ti read "the Program", the term "the Project Agreement" is modified to read "the Prograr i Agreement", the term "Project Implementing Entity" is modified to read "the Prograr i Implementing Entity", tie term "Project Report" is modified to read "Program Report' and the term "Eligible EKpenditures" is modified to read "Program Expenditures". 2. In the Table of Conteni s, the references to Sections, Section names and Section number: are modified to reflect the amendments set forth below. 3. Section 2.02, Special Co mmitment by the Bank, is deleted in its entirety, and the subsequer I Sections in Article II arc renumbered accordingly. 4. In Section 2.02 (origin ally numbered as Section 2.03), the heading "Applications ft Withdrawal or for Spec, al Commitment" is replaced with "Applications for Withdrawal'., and the phrase "or to recuest the Bank to enter into a Special Commitment" is deleted. 5. The section originally i umbered as Section 2.04, Designated Accounts is deleted in ii entirety, and the subseqi tent Sections in Article II are renumbered accordingly. 6. Paragraph (a) of Section 2.03 (originally numbered as Section 2.05), Eligible Expenditur (renamed "Program Expenditures" in accordance with paragraph 1 of this Section II), - modified to read: "(a) the payment is for the financing of the reasonable cost ( I expenditures required f[r the Program and to be financed out of the proceeds of the Loa i in accordance with the provisions of the Legal Agreements;". 7. The last sentence of Section 2.04 (originally numbered as Section 2.06), Financing Taxe , is modified to read: "To that end, if the Bank at any time determines that the amount of ar, such Tax is excessive, or that such Tax is discriminatory or otherwise unreasonable, tf,. Bank may, by notice to he Borrower, exclude such amount or such Tax from the Prograi i Expenditures to be financed out of the proceeds of the Loan, as required to ensui.: consistency with such p alicy of the Bank." - 19 - 8. Section 2.06 (originally iumbered as Section 2.08), Reallocation, is modified to read: "Notwithstanding any al ocation of an amount of the Loan to a withdrawal category inde the Loan Agreement, the Bank may, by notice to the Borrower, reallocate any other amoun of the Loan to such category if the Bank reasonably determines at any time that sucl reallocation is appropria e for the purposes of the Program. 9. Section 3.01. (Front- nd Fee) is modified to read as follows: "Section 3.01. Front-eird Fee; Commitment Charge (a) The Borrower s iall pay the Bank a front-end fee on the Loan amount at the rat specified in the Loan Agreement (the "Front-end Fee"). (b) The Borrower s all pay the Bank a commitment charge on the Unwithdrawn Loa Balance at the r, te specified in the Loan Agreement (the "Commitment Charge" The Commitmei tt Charge shall accrue from a date sixty days after the date of th, Loan Agreement to the respective dates on which amounts are withdrawn by th Borrower from the Loan Account or cancelled. The Commitment Charge shall b payable semi-an nually in arrears on each Payment Date." 10. Section 7.01, Cancellation by the Borrower, is modified to read: "The Borrower may, b; notice to the Bank, cancl any amount of the Unwithdrawn Loan Balance." 11. Paragraph (d) of Sectioii 7.03, Cancellation by the Bank, entitled "Misprocurement", i; deleted, and subsequent paragraphs are relettered accordingly. 12. Section 7.04, Amounts 5ubject to Special Commitment not Affected by Cancellation o Suspension by the Bank, is deleted in its entirety, and subsequent Sections in Article VI and references to such S -ctions are renumbered accordingly. 13. In the Appendix, Definitions, all references to Section numbers and paragraphs ar: modified, as necessary, [o reflect the modifications set forth above. 14. A new paragraph 19 is inserted with the following definition of "Commitment Charge'. and the remaining paragraphs are renumbered accordingly: "19. "Commitment Charge" means the commitment charge specified in the Loa. Agreement for the purpose of Section 3.0 1(b)." 15. In the renumbered paral.raph 49 (originally paragraph 48) of the Appendix, the definitio I of "Front-end Fee" is modified by replacing the reference to Section 3.01 with Section 3.0 (a). 16. In the renumbered paralgraph 68 (originally paragraph 67) of the Appendix, the definitio of the term "Loan Payment" is modified to read as follows: "68. "Loan Paymeni" means any amount payable by the Loan Parties to the Ban,- - 20 - pursuant to the Legal Alreements or these General Conditions, including (but not limite to) any amount of tht Withdrawn Loan Balance, interest, the Front-end Fee, th! Commitment Charge, iaterest at the Default Interest Rate (if any), any prepaymen premium, any transaction fee for a Conversion or early termination of a Conversion, th Variable Spread Fixing Charge (if any), any premium payable upon the establishment o an Interest Rate Cap or nterest Rate Collar, and any Unwinding Amount payable by th! Borrower." 17. In the renumbered paralraph 73 (originally paragraph 72) of the Appendix, the definitio, of "Payment Date" is n odified by deleting the word "is" and inserting the words "an Commitment Charge arC" after the word "interest". 18. Renumbered paragraph 88 (originally paragraph 87) of the Appendix, setting forth th definition of "Special Ccmmitment" is deleted in its entirety, and all subsequent paragraph: are renumbered accordii gly.