Alternative of Finance. The Parties hereto state the joint intention that the Debtor may obtain available alternatives of finance such as the issuance of a corporate debt security in the Republic of Argentina, the participation in a syndicated loan, or in a loan of the Bicentenary granted by Banco de la Nación Argentina (the “Alternative of Finance”). In this context, the Parties hereto agree that: (i) in the event the alternative of finance is obtained for the total amount of the Credit Facility, this Agreement shall be automatically terminated, being the Debtor’s sole obligation to pay off the commission set forth in Section 2.07 above; which shall be calculated proportionally according to the time in which the Credit Facility has been in force; (ii) in the event that any Alternative of Finance is obtained for an amount lower than the Credit Facility, this Agreement shall continue in full force and effect for the positive difference between (a) the amount of the Credit Facility; and (b) the amount of the Alternative of Finance obtained. In any of the cases set forth in (i) and (ii) above, as of the time of obtaining the Alternative of Finance according to the term in which the total of the Credit Facility was in full force and effect and, in the event set forth in (ii) above, to the amount of the Alternative of Finance. In the event the Debtor obtains any Alternative of Finance and the funds under the Credit Facility have been disbursed, the Debtor irrevocably agrees to use the funds arising from such finance to fully pay the amounts owed under the Credit Facility. Finally, in the event the funds obtained under the Alternative of Finance were inferior to the Credit Facility and consequently, the need to grant guarantees implying the need to replace the guarantees duly granted by the Debtor and/or by the Shareholders in favor of CIMINAS pursuant to this Agreement is generated, the Parties hereto agree to make their best efforts to constitute and grant guarantees to replace the ones already granted, which shall have to be granted at CIMINAS’ total satisfaction.
