OFFICIAL DOCUMENTS LOAN NUMBER 9207-AR Loan Agreement (Buenos Aires Water Supply and Sanitation with a Focus on Vulnerable Areas Program) (Programa de Aguay Saneamiento con Atenci6n a Zonas Vulnerables) between ARGENTINE REPUBLIC and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CONVE-2021-73872609-APN-SSRFID#SAE Pdgina 1 de 23 LOAN AGREEMENT AGREEMENT dated as of the Signature Date between ARGENTINE REPUBLIC ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The 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) 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 H - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of three hundred million Dollars ($300,000,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the program described in Schedule I to this Agreement ("Program"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. All withdrawals from the Loan Account shall be deposited by the Bank into an account specified by the Borrower and acceptable to the Bank. The Borrower's Representative for purposes of taking any action required or permitted to be taken pursuant to this Section is its Secretary of Strategic Affairs of the Presidency, the Undersecretary of International Financial Relations for Development, or the National Director of Financing with International Credit Organizations. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Variable Spread; or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates are February 15 and August 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement. 1 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 2 de 23 ARTICLE IU - PROGRAM 3.01. The Borrower declares its commitment to the objectives of the Program. To this end, the Borrower, through the MOP, shall cause the Program to be carried out by AySA in cooperation with Selected Municipalities, and with the assistance of APLA, and ERAS, all in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Events of Suspension consist of the following: (a) AySA shall have failed to comply with any of its obligations under the Transfer Agreement. (b) The Borrower, through the MOP, and/or AySA shall have failed to comply with any of their pertinent obligations under the AySA Concession Contract, in such a manner so as to affect materially and adversely, in the opinion of the Bank, the ability of AySA to carry out the Program. (c) The AySA Concession Contract or any provision thereof shall have been amended, suspended, abrogated, repealed, waived and/or terminated, in such a manner so as affect materially and adversely, in the opinion of the Bank, the ability of AySA to carry out the Program. (d) The Regulatory Framework or any provision thereof shall have been amended, suspended, abrogated, repealed, waived or not enforced, in such a manner so as to affect materially and adversely, in the opinion of the Bank, the ability of AySA to carry out the Program. 4.02. The Additional Events of Acceleration consist of the following: (a) Any event specified in paragraphs (a), (b) or (c) of Section 4.01 of this Agreement occurs and is continuing for a period of 60 days after notice of the event has been given by the Bank to the Borrower. (b) The event specified in paragraph (d) of Section 4.01 of this Agreement occurs. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following, namely, that the Transfer Agreement has been signed and delivered by the Borrower, through the MOP, and AySA and any conditions precedent to its effectiveness have been fulfilled. 5.02. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 2 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 3 de 23 ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01. Except as provided in Section 2.02 of this Agreement, the Borrower's Representative is its Secretary of Strategic Affairs of the Presidency. 6.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower's address is: Secretariat of Strategic Affairs of the Presidency Balcarce 50 C1064AAB Buenos Aires, Argentina; and (b) the Borrower's Electronic Address is: E-mail: sae@presidencia.gob.ar 6.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: E-mail: 248423(MCI) or 1-202-477-6391 jschwartz3@worldbank.org 64145(MCI) 3 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 4 de 23 AGREED as of the Signature Date. ARGENTINE REPUB I By Authorized Representative Name: 11MJ4O4 &wC4-- Title: SVNc-4t a- Date: 0 2p1 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: /4AWiwttTt Title: FL_ _ _ _ Date: -2. 22L 4 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 5 de 23 SCHEDULE 1 Program Description The objectives of the Program are to increase access to Safely Managed Water and Sanitation Services with a focus on vulnerable areas of Buenos Aires, and to improve AySA's efficiency and capacity to respond to water and sanitation emergency needs. The Program consists of (i) the following activities to be carried out within the PMOEM from July 16, 2020 through May 26, 2026; and (ii) and operational expenditures associated with newly built infrastructure under Results Area 1 of the Program. Results Area 1: Expansion of WSS Services, with Focus on Vulnerable Areas. 1.1. Expanding Safely Managed Water Supply Services in Selected Municipalities, through: (a) the construction of a pumping station, a reinforcement pipeline, and a conveyance pipeline; and (b) the installation of intra-household water connections where primary and secondary networks already exist. 1.2. Expanding Safely Managed Sewerage Services in Selected Municipalities, through: (a) interventions in two wastewater treatment plants and their respective catchment areas, including associated operational expenditures; and (b) the installation of intra-household sewerage connections where primary and secondary networks already exist. Results Area 2: Increase of AySA's Efficiency. 2.1 (a) Reducing network leakages through the rehabilitation and replacement of critical water supply networks; and (b) improving the monitoring and energy efficiency of pumping stations and deep wells, through the installation of telemetry meters and systems, variable speed drives, and upgrading of electrical installations, including installations of photovoltaic solar panels. 2.2 Improving AySA's commercial efficiency by expanding the menu of digital payment options available to its customers. 5 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 6 de 23 Results Area 3: Increase of AySA's Capacity to Respond to WSS Emergency Needs 3.1 (a) Supporting AySA's response to the COVID-19 outbreak aimed at ensuring continuity and efficiency in the safe provision of services to the population and preserving and caring for the health and physical integrity of its employees; and (b) strengthening the PPE through the development of a contingency plan to respond to epidemiological risks, to be incorporated into the PPE. 3.2 (a) Modernizing AySA's operations through the use of digital solutions including a series of innovative technological enhancements that are critical to anticipate, mitigate, prepare for, and recover from the effects of a hazard in a timely manner; and (b) strengthening AySA's capacity to engage citizens through the phased implementation of a digital strategy that facilitates atwo-way engagement between the user and the utility, focusing on: (i) the incorporation of a mobile application for community engagement; (ii) the development of a solid and integrated customer relationship management system; (iii) the classification of PQRS and average response times; and (iv) the reduction of the top ten PQRS response times. 3.3 Promoting gender diversity at AySA, focusing on improving working conditions for all AySA employees and promoting equal career advancement opportunities for women, with the goal of increasing female representation in decision-making positions. 6 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 7 de 23 SCHEDULE 2 Program Execution Section L Implementation Arrangements A. Program Institutions 1I The Borrower, through the MOP, shall cause AySA to maintain, throughout Program implementation, a Program Coordination Unit within its General Administrative Directorate (the "AySA CU"), with a structure, functions, and responsibilities acceptable to the Bank, as set forth in the Operations Manual. B. Transfer Agreement I . To facilitate the carrying out of the Program, the Borrower, through the MOP, shall make the proceeds of the Loan available to AySA on a grant basis under a transfer agreement ("Transfer Agreement") between the Borrower, through the MOP, and AySA, under terms and conditions approved by the Bank, which shall include, inter alia, AySA's obligation to ensure that the Program is carried out in accordance with all of the provisions of this Agreement, including the provisions set forth in the General Conditions, the Operations Manual, the Program Action Plan, and the Anti-corruption Guidelines. 2. The Borrower, through the MOP, shall exercise its rights under the Transfer Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower, through the MOP, shall not assign, amend, abrogate or waive the Transfer Agreement or any of its provisions. C. Municipality Agreements 1 . Prior to carrying out activities with a Selected Municipality under Results Area I of the Program (as set forth in Schedule 1 to this Agreement), the Borrower, through the MOP, shall cause AySA to make part of the proceeds of the Loan available to the Selected Municipality on a grant basis under an agreement ("Municipality Agreement") between AySA and each Selected Municipality, under terms and conditions approved by the Bank, which shall include, inter alia, the Selected Municipality's obligation to ensure that their respective activities under the Program are carried out in accordance with all of the applicable provisions of this Agreement, including the provisions set forth in the Operations Manual and the Anti-corruption Guidelines. 2. The Borrower, through the MOP, shall cause AySA to exercise its rights under each Municipality Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower, through the MOP, shall ensure that AySA does not assign, amend, abrogate or waive each Municipality Agreement or any of its respective provisions. 7 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 8 de 23 D. Operations Manual. 1. Without limitation to the provisions of Article V of the General Conditions, the Borrower, through the MOP, shall cause AySA to carry out the Program in accordance with the Operations Manual, which shall include, inter alia: (a) Program expenditure eligibility criteria under each Results Area; (b) the Program Action Plan; (c) the Fiduciary, Environmental and Social Systems for the Program; (d) the Targets and Verification Protocols for DLIs and DLRs and the Results Monitoring Framework; (e) the functions, responsibilities, and composition of agencies responsible for Program implementation and flow of funds, including, but not limited to: (i) the MOP and DiGePPSE; (ii) the AySA CU and other Directorates within AySA with functions related to the Program; (iii) Selected Municipalities and cooperatives; (iv) APLA; and (v) ERAS; and (f) the protocols ensure compliance with the Anti-corruption Guidelines, including operational arrangements to handle allegations, information, and investigations related to fraud and corruption. 2. Except as the Bank may otherwise agree in writing, the Borrower, through the MOP, shall cause AySA not to abrogate, amend, suspend, waive, or otherwise fail to enforce the Operations Manual or any provision thereof 3, In case of any conflict between the terms of the Operations Manual and this Agreement, the provisions of this Agreement shall prevail. E. Program Action Plan. 1I The Borrower, through the MOP, shall, and shall cause AySA to: (a) undertake the actions set forth in the Program Action Plan in a manner satisfactory to the Bank; (b) except as the Bank and the Borrower shall otherwise agree in writing, not assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the Program Action Plan, or any provision thereof; and (c) maintain policies and procedures adequate to enable it to monitor and evaluate, in accordance with guidelines acceptable to the Bank, the implementation of the Program Action Plan. F. DLR Verification Arrangements. 1. The Borrower, through the MOP, shall cause AySA to appoint a verification agent ("Verification Agent") for the Program that is acceptable to the Bank, in accordance with terms of reference acceptable to the Bank. 2. The Borrower, through the MOP, shall cause AySA to ensure that the verification agent referred to in the preceding paragraph shall: (a) verify the data and other evidence supporting the achievement of one or more DLRs and recommend corresponding payments to be made, as applicable, in accordance with the Verification Protocol agreed with the Bank; and (b) submit to AySA and the Borrower the corresponding verification reports in a timely manner and in form and substance satisfactory to the Bank. 8 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 9 de 23 Section H. Excluded Activities The Borrower, through the MOP, shall ensure that the Program excludes any activities which: A. in the opinion of the Bank, are likely to have significant adverse impacts that are sensitive, diverse, or unprecedented on the environment and/or affected people, including, but not limited to: (i) the construction of new water treatment plants, or new wastewater treatment plants; (ii) works related to new discharge pipelines or discharge points of effluents treated in existing wastewater treatment plants; and (iii) works that may require the acquisition and/or taking of land that would result in the displacement or loss of housing, the loss of assets or access to assets, or the loss of income or sources of income, whether those affected have to move elsewhere or not; or B. involve the procurement of: (1) works, estimated to cost $75 million equivalent or more per contract; (2) goods, information technology and non-consulting services estimated to cost $50 million equivalent or more per contract; or (3) consulting services, estimated to cost $20 million equivalent or more per contract. Section III. Program Monitoring, Reporting and Evaluation The Borrower, through the MOP, shall cause AySA to furnish to the Bank each Program Report not later than forty-five days after the end of each calendar semester, covering the calendar semester. Section IV. Withdrawal of Loan Proceeds A. General L Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to: (a) finance Program Expenditures (inclusive of Taxes, except for any taxes levied for financial transactions), on the basis of the results ("Disbursement Linked Results" or "DLRs") achieved by AySA, as measured against specific indicators ("Disbursement Linked Indicators" or "DLIs"); and (b) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium; all as set forth in the table in paragraph 2 of this Part A. 2. The following table specifies each category of withdrawal of the proceeds of the Loan (including the Disbursement Linked Indicators as applicable) ("Category"), the Disbursement Linked Results for each Category (as applicable), and the allocation of the amounts of the Loan to each Category: 9 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 10 de 23 Category Disbursement Linked Amount of the Formula (including Disbursement Result (as applicable) Loan Linked Indicator as Allocated applicable) (expressed in USD) (1) DLI# 1: DLR# 1.1: 16,867,750 Achievement x Unit Price Number of HH gaining 13,625 HH in Fragile access to Safely Neighborhoods Unit Price: Managed Water Supply $1,238 x HH Services (Scalable DLR) DLR#1.2: 19,130,625 Achievement x Unit Price 21,375 HH in Non- Fragile/Formal Unit Price: Neighborhoods $895 x HH (Scalable DLR) (2) DLI#2: DLR#2. 1: 37,839,400 Achievement x Unit Price Number of HH gaining 27,400 HH in Fragile access to Safely Neighborhoods Unit Price: Managed Sewerage $1,381 x HH Services (Scalable DLR) DLR#2.2: 49,154,836 Achievement x Unit Price 48,959 HH in Non- Fragile/Formal Unit Price: Neighborhoods $1,004 x HH (Scalable DLR) (3) DLI#3: DLR#3.1 20,000,000 N/A Preparation and EIAP with minimum adoption of AySA's content acceptable to the Efficiency Bank prepared and Improvement Action adopted by AySA, as Plan ("EIAP") specified in the definition of EIAP in the Appendix to this Agreement and as further specified in the Verification Protocol (Non-Scalable DLR) 10 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 11 de 23 Category Disbursement Amount of Formula (including Disbursement Linked Result (as the Loan Linked Indicator as applicable) Allocated applicable) (expressed in USD) DLI#4: Implementation of AySA's EIAP (4)(a) DLI#4.1: DLR#4.1 90,250,610 CI xA + C2xB =US$/day Increase in AySA's $20,078/day (Achievement) operational efficiency (savings) C1$0.1 l/m3 through Program (Scalable DLR) C2=$0.07/kWlh improvements in A= m3!day NRW and energy B= kWh/day efficiency, measured in US$/day, as Baseline: further detailed in US$0/day as of Signature Date the Verification Protocol For scalability: Achievement x Unit Value: xUS$/day x 4,495 days (4)(b) DLI#4.2 DLR#4.2 10,000,029 ((Total percentage points achieved in a Verification Increase in share of 51% increase Period minus 43) digital payments divided by 43) x 100 (automatic debit, (64.93% total internet, and online share of digital For Scalability: payment, payments from an telecobranzas and initial baseline of Achievement x Unit Price pagophone) relative 43%) to all other forms of Unit Price: payment to AySA (Scalable DLR) by customers $196,079 x each cumulative percentage point increase resulting from the formula set forth above 11 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 12 de 23 Category Disbursement Linked Result Amount of Formula (including (as a applicable) the Loan Disbursement Allocated Linked Indicator (expressed in as applicable) USD) DLI#5 Implementation and Reinforcement of AySA's Emergency Prevention Plan (Plan de Prevenci6n y Emergencia) ("PPE") DLR#5 1 15,000,000 N/A (5)(a) DLI#5. 1: All of the following measures implemented in a manner satisfactory to COVID-19 the Bank, per the details included in the contingency Verification Protocol: measures implemented (1) Crisis committee in AySA in operation; (2) 60,163,500 liters of water and 369,750 liters of disinfectant delivered to 23 municipalities within the PBA between July 16, 2020 and December 30, 2020; (3) Remote working arrangements made for at least 2,500 AySA staff; (4) 6Aawareness campaigns delivered among AySA's employees about precautions during the COVID-19 pandemic outbreak; (5) Implementation of safety protocols for AySA's water +works and sewerage+works programs; and (6) Wastewater-based epidemiology method to monitor the presence of COVID- 19 in sewage and complement the Borrower's Ministry of Health's surveyance system implemented; and (7) Preventive measures for COVID-19 transmission implemented for AySA's staff, and reorganization of human resources in AySA's operations department, while maintaining service levels. (Non-Scalable DLR) 12 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 13 de 23 Category Disbursement Linked Amount of the Loan Formula (including Result Allocated Disbursement (as applicable) (expressed in USD) Linked Indicator as applicable) (5)(b) DLI#5.2: DLR#5.2 5,006,750 N/A Preparation of the PPE updated with a epidemiological risk contingency plan to deal with contingency plan epidemiological risks, including a systematization of lessons learned during the COVID-19 crisis; and the organization and delivery of an international seminar on COVID-19 to share lessons learned on dealing with epidemiological risks, as further detailed in the Verification Protocol (Non-Scalable DLR) 13 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 14 de 23 Category Disbursement Linked Result (as Amount of Formula (including applicable) the Loan Disbursement Allocated Linked (expressed Indicator as in 1USD) applicable) DLI#6 Implementation of Digital Solutions (6)(a) DLI#6.1 DLR#6.1 26,000,000 For The following measures implemented in Scalability: Implementation a manner satisfactory to the Bank, per of digital the details included in the Verification Achievement solutions for Protocol: x Unit Price internal systems in (1) Digital integration of human Unit Price: AySA resources systems, including automatization of 24 interphases in $5,200,000 x AySA's staff control systems. each of the five measures (2) Mobile devices for remote work implemented provided to an additional 360 AySA staff, from a baseline of 900. (3) Predictive maintenance of main assets, including at least 278 assets (from the list in the Verification Protocol) installed in AySA's internal database and operational. (4) 100% digitalization of commercial processes in AySA's commercial offices, including 14 commercial processes digitalized in all of AySA's commercial offices. (5) Mobile claims system operational, including all of AySA's field working teams using mobile devices for claims and registry problems. (Scalable DLR) 14 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 15 de 23 Category Disbursement Linked Result (as Amount of Formula (including applicable) the Loan Disbursement Allocated Linked (expressed Indicator as in USD) applicable) (6)(b) DLI#6.2 DLR#6.2 7,000,000 For Scalability: The following measures Implementation implemented in a manner Achievement x of digital satisfactory to the Bank, per the Unit Price strategy for details included in the Verification citizen Protocol: Unit Price: engagement, including mobile (1) New digital channel (app) which $1,400,000 x each app and includes typified PQRS and option of the five measures customer to make open questions developed implemented relationship and operational. management system ("CRM") (2) CRM developed and operational. (3) PQRS as typified in CRM classified according to frequency and average response times, establishing baselines for measures 4 and 5 below ("Baselines") (4) at least 15% improvement in Formula for response time to each of the top ten measures most frequent PQRS, per the (4) and (5): classification and baselines established in measure (3) of this ((Response time DLR#6.2 (Baselines), calculated in achieved in a accordance with the formula in the Verification Period fourth column of this table. for each of the top ten most frequent (5) at least 20% improvement in PQRS minus response time to each of the top ten response time in most frequent PQRS, per the applicable classification and baseline Baseline) established in measure (3) of this divided by response DLR#6.2 (Baseline), calculated in time in the accordance with the formula in the applicable fourth column of this table. Baseline) x 100 (Scalable DLR) 15 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 16 de 23 Category Disbursement Linked Amount of the Formula (including Disbursement Result (as applicable) Loan Linked Indicator as Allocated applicable) (expressed in USD) (7) DL1#7 DLR#7 3,000,000 For Scalability: Increase in share of 6 percentage points women in leadership increase (from the 22% Achievement x positions in AySA (as baseline to 28%) Unit Price defined in the Verification Protocol). Unit Price: (Scalable DLR) $500,000 x each cumulative incremental percentage point above the initial baseline of 22% (8) Front-end Fee to be paid pursuant to 750,000 Section 2.03 of this Agreement in accordance with Section 2.05 (b) of the General Conditions 9) Interest Rate Cap or Interest Rate Collar 0 premium to be paid pursuant to Section 4.05 (c) of the General Conditions TOTAL AMOUNT 300,000,000 B. Withdrawal Conditions; Withdrawal Period 1 . Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) on the basis of DLRs achieved prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed $15,000,000 may be made on the basis of DLRs achieved prior to this date but on or after July 16, 2020 under Category 5(a); or (b) for any DLR under Categories (1), (2), (3), (4), (5), (6), or (7), until and unless the Borrower has furnished evidence satisfactory to the Bank that said DLR has been achieved. 16 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 17 de 23 2. Notwithstanding the provisions of Part B. I(b) of this Section, the Borrower may withdraw: (i) an amount not to exceed $75,000,0000 as an advance; provided, however, that if the DLRs in the opinion of the Bank, are not achieved (or only partially achieved) by the Closing Date, the Borrower shall refund such advance (or portion of such advance as determined by the Bank in accordance with the provisions of paragraph 3 of this Part B) to the Bank promptly upon notice thereof by the Bank. Except as otherwise agreed with the Borrower, the Bank shall cancel the amount so refunded. Any further withdrawals requested as an advance under any Category shall be permitted only on such terms and conditions as the Bank shall specify by notice to the Borrower. 3. Notwithstanding the provisions of Part B. 1(b) of this Section, in the case of Scalable DLRs, the Bank may, by notice to the Borrower: (a) authorize the withdrawal of such lesser amount of the unwithdrawn proceeds of the Loan then allocated to said Category which, in the opinion of the Bank, corresponds to the extent of achievement of said DLR during any given Verification Period, said lesser amount to be calculated in accordance with the formula set out in the fourth column of the table in Section IV.A.2. of Schedule 2 to this Agreement and further detailed in the Verification Protocol; and/or (b) cancel all or a portion of the proceeds of the Loan then allocated to a DLR that is not fully achieved by the Closing Date, as the case may be. 4. The Closing Date is May 26, 2026. 17 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 18 de 23 SCHEDULE 3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share On each February 15 and August 15 Beginning August 15, 2028 2% through February 15, 2053 18 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 19 de 23 APPENDIX Definitions 1. "Anti-corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the Bank's "Guidelines on Preventing and Combating Fraud and Corruption in Program-for-Results Financing," dated February 1, 2012, and revised July 10, 2015. 2. "APLA" means Agencia de Planificaci6n, the Borrower's National Planning Agency. 3. "AySA" means Agua y Saneamientos Argentinos S.A, a private water and sanitation legal entity created pursuant to the Borrower's Decree No. 304/2006 (Decreto No. 304/2006) dated March 21, 2006 (duly published on the Borrower's official gazette on March 22, 2006), as amended, and ratified by the Borrower's Law No. 26.100 (Ley No. 26.100) dated June 6, 2006 (duly published in the Borrower's official gazette on June 7, 2006) for purposes of providing water and sanitation services within the Concession Area (as said term is defined herein). AySA is referred to as the Program Implementing Entity in the General Conditions. 4. "AySA Concession Contract" means the contract (Acuerdo de Vinculaci6n) entered into between the Borrower through the former Subsecretaria de Recursos Hidricos (Sub- Secretariat of Water Resources), and AySA for purposes of providing water and sanitation services within the Concession Area (as said term is defined herein). 5. "AySA CU" means the unit referred to in Section LA.1 of Schedule 2 to this Agreement, or any successor thereto acceptable to the Bank. 6. "Buenos Aires" means, for purposes of the Program, the following twenty-six municipalities in the PBA and CABA, which is AySA' s service area according to the Regulatory Framework: (i) Almirante Brown; (ii) Avellaneda; (iii) Escobar; (iv) Esteban Echeverria; (v) Ezeiza; (vi) Florencio Varela; (vii) Hurlingham; (viii) Ituzaing6; (ix) Jos6 C. Paz; (x) La Matanza; (xi) Lan6s; (xii) Lomas de Zamora; (xiii) Malvinas Argentinas; (xiv) Merlo; (xv) Moreno; (xvi) Mor6n; (xvii) Pilar; (xviii) Presidente Per6n; (xix) Quilmes; (xx) San Fernando; (xxi) San Isidro; (xxii) San Martin; (xxiii) San Miguel; (xxiv) Tigre; (xxv) Tres de Febrero; and (xxvi) Vicente L6pez. 7. "CABA" means the Ciudad Aut6noma de Buenos Aires, a political subdivision of the Borrower, as per title Two of the Borrower's 1994 Constitution. 8. "Concession Area" means the area set forth in article 3 of annex 2 to the law that forms part of the Regulatory Framework (as said term is defined herein). 9. "Category" means a category set forth in the table in Section IV.A.2 of Schedule 2 to this Agreement. 10. "Co-financier" means the Inter-American Development Bank. 19 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 20 de 23 11. "Co-financing" means, for purposes of paragraph 16 of the Appendix to the General Conditions, an amount of forty-nine million three hundred forty-two thousand Dollars ($49,342,000) to be provided by the Co-financier to assist in financing the Program. 12. "Co-financing Agreements" means the agreements between the Borrower and the Co- financier providing for the Co-financing. 13. "COVID-19" means the coronavirus disease caused by the 2019 novel coronavirus (SARS- CoV-2). 14. "DiGePPSE" means Direccin General de Programas y Proyectos Sectoriales y Especiales, the General Directorate of Sectorial and Special Programs and Projects under the MOP. 15. "Disbursement Linked Indicator" or "DLI" means in respect of a given Category, the indicator related to said Category as set forth in the table in Section IV.A.2 of Schedule 2 to this Agreement. 16. "Disbursement Linked Result" or "DLR" means in respect of a given Category, the result under said Category as set forth in the table in Section IV.A.2 of Schedule 2 to this Agreement, on the basis of the achievement of which, the amount of the Loan allocated to said result may be withdrawn in accordance with the provisions of said Section IV. 17. "EIAP" means AySA's Efficiency Improvement Action Plan referred to in DLI#3 and DLI#4. For purposes of DLR#3.1, the minimum content acceptable to the Bank further detailed in the Verification Protocol includes but is not limited to: (i) a diagnostic of factors influencing AySA's financial performance; (ii) identification and prioritization of activities to improve financial performance; and (iii) a collection improvement study. 18. "ERAS" means Ente Regulador de Agua y Saneamiento, the Borrower's water and sanitation regulatory entity. 19. "Fragile Neighborhoods" means areas of low consolidation, emergent urbanizations, and those on the Borrower's national registry for low income neighborhoods, which are included in AySA's database, as further detailed in the Operations Manual. 20. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Program-for-Results Financing", dated December 14, 2018 (revised on August 1, 2020 and on December 21, 2020). 21. "HH" means household. 22. "INDEC" means Instituto Nacional de Estadistica y Censos, the Borrower's National Institute for Statistics and Census. 23. "MOP" means Ministerio de Obras Pfiblicas de la Naci6n, the Borrower's Ministry of Public Works or any successor thereto acceptable to the Bank. 20 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 21 de 23 24. "Municipality Agreement" means any of the Agreements referred to in Section I.C. 1 of Schedule 2 to this Agreement. 25. "Non-Fragile/Formal Neighborhoods" means neighborhoods in traditional residential areas, with regular urban and land title and access to at least two of the basic services (running water network, electricity network with a household meter and/or sewerage network), as further described in the Operations Manual. 26. "Non-Scalable DLRs" means the DLRs that cannot be achieved partially and which require full attainment to trigger a disbursement, as specified in the table in Section IV.A.2 of Schedule 2 to this Agreement. 27. "NRW" means non-revenue water. 28. "Operations Manual" means the manual dated January 20, 2021 in form and substance satisfactory to the Bank, as approved by the Borrower, and referred to in Section I.D. of Schedule 2 to this Agreement, as said manual may be amended from time to time with the prior and written agreement of the Bank. 29. "PBA" means the Provincia de Buenos Aires, a political subdivision of the Borrower, as per title Two of the Borrower's 1994 Constitution. 30. "PMOEM" means Plan de Me]oras, Operaciones, Expansidn y Mantenimiento de los Servicios, the plan prepared by AySA every five years for service improvement, operations, expansion, and maintenance, pursuant to Article 66 of the Regulatory Framework. 31. "PPE" means Plan de Prevenci6n y Emergencias, AySA's emergency prevention plan prepared in accordance with its Regulatory Framework. 32. "PQRS" means requests, complaints, claims and suggestions (peticiones, quejas, reclamos, y sugerencias) made by users of AySA's digital user engagement platform. 33. "Program Action Plan" means the Borrower's plan dated January 20, 2021 and referred to in Section I.E. I of Schedule 2 to this Agreement, and attached to the Operations Manual, as said plan may be amended from time to time with the prior and written agreement of the Bank. 34. "Regulatory Framework" means the Borrower's Law No. 26.221 dated February 28, 2007 (duly published in the Borrower's official gazette on March 2, 2007) which, inter alia, approved the regulatory framework that governs the provision of water and sanitation services within the area stipulated in article 3 of annex 2 to said law, and the Borrower's Decree No. 763/2007 dated June 20, 2007 (duly published in the Borrower's official gazette on June 22, 2007), which, inter alia, regulates the provisions of said Law No. 26.221. 35. "Results Monitoring Framework" means the Borrower's monitoring framework, including the performance indicators for the Program and attached to the Operations Manual, as said indicators may be amended from time to time with the prior and written agreement of the Bank. 21 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 22 de 23 36. "Safely Managed Water and Sanitation Services" means: (a) Safely Managed Water Supply Services; and (b) Safely Managed Sewerage Services. 37. "Safely Managed Water Supply Services" means safely managed drinking water, defined as an improved drinking water source which is located on premises, available when needed, and free of fecal and chemical contamination. 38. "Safely Managed Sewerage Services" means safely managed sanitation, defined as the use of an improved sanitation facility which is not shared with other HH, and where the exoreta is safely disposed in situ or transported to a treatment plant. 39. "Selected Municipality" means the following municipalities under the jurisdiction of PBA: (i) Almirante Brown; (ii) Avellaneda; (iii) Esteban Echeverria; (iv) Ezeiza; (v) Hurlingham; (vi) Ituzaing6; (vii) La Matanza; (viii) Lands; (ix) Lomas de Zamora; (x) Mor6n; (xi) Tres de Febrero; (xii) Escobar; (xiii) San Fernando; (xiv) San Isidro; (xv) San Martin; (xvi) Tigre; (xvii) Florencio Varela; (xviii) Quilmes; and/or any other municipality under the jurisdiction of the PBA, agreed with the Bank and set forth in the Operations Manual. 40. "Scalable DLRs" means the DLRs that can be achieved partially and which do not require full attainment to trigger a disbursement, as specified in the table in Section IV.A.2 of Schedule 2 to this Agreement. 41. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 42. "Targets and Verification Protocols for DLIs and DLRs" means the milestones/values to be achieved under each DLI and DLR, including scalability criteria and detailed protocols to assess compliance of said DLIs and DLRs, in form and substance satisfactory to the Bank and attached to the Operations Manual, as said targets and protocols may be amended from time to time with the prior and written agreement of the Bank. 43. "Transfer Agreement" means the agreement referred to in Section I.B.1 of Schedule 2 to this Agreement, which is referred to as "Subsidiary Agreement" in the General Conditions. 44. "Verification Agent" means the agent referred to in Section I.F.1 of Schedule 2 to this Agreement. 45. "Verification Periods" means the six-month periods (or other periods agreed with the Bank) specified in the Verification Protocol after which the verification of DLRs will be carried out by the Verification Agent. 46. "Verification Protocol" means the protocol agreed by the Bank and the Borrower to verify the data and other evidence supporting the achievement of one or more DLIs and DLRs, as specified in the Operations Manual. Such protocols may be modified from time to time with the agreement of the Bank. 47. "WSS" means water supply and sanitation. 22 CONVE-2021-73872609-APN-SSRFID#SAE Pigina 23 de 23