Common use of Commitments and Obligations of DEBTORS Clause in Contracts

Commitments and Obligations of DEBTORS. Following the execution hereof and to the extent any amount due hereunder remains outstanding, on any account and/or due to any reason whatsoever, DEBTORS firmly, expressly, irrevocably and unconditionally undertake to perform or abstain from performing all the acts and/or activities specified below: 8.2.1 To duly and timely pay the Credit Facility Due and all applicable expenses and interests relevant hereto as and when due, pursuant to the terms and conditions set forth herein; and 8.2.2 To keep all payments of taxes, liens, rates, and/or social security obligations and/or levies, whether national, provincial or municipal, both in the Republic of Argentina, and abroad, up to date, except in such cases where DEBTORS may, as applicable, file well-grounded objections in good faith to such payments through the pertinent legal procedures, as soon as permitted by the applicable procedural legislation and based on their unconstitutionality, inapplicability and/or illegality; and 8.2.3 To (i) maintain their legal capacity in force as well as all registrations necessary to maintain the same; (ii) take any reasonable steps to maintain all the rights, permits, authorizations, agreements, insurance, powers of attorney, privileges, franchises, registrations, licenses and the like in force, as are necessary or advisable for the regular conduct of their activity, businesses or operations and the performance of their obligations; (iii) maintain all their property in good state and working conditions; and (iv) abstain from performing any act that may adversely affect the validity and/or effect of the Agreement and the Guaranties and (v) to conduct and make all acts necessary for conservation, maintenance, renewal and effectiveness of their legal existence and rights, licenses, concessions, permits, privileges and franchise materials for the conduction and management of their respective businesses; and 8.2.4 To maintain LENDER fully and thoroughly informed of any Material Adverse Change and/or any other fact that may cause a Material Adverse Effect and/or otherwise adversely and significantly affect the payment capacity of DEBTORS of the obligations assumed hereunder and/or under the Guaranties; and/or that may adversely affect the validity and/or enforceability of any of the Guaranties, as well as of the actions taken to remedy the same; and 8.2.5 To make available to LENDER, and further deliver forthwith, at LENDER’s request, the following accounting documentation of BORROWER: (i) annual financial statements duly audited by a first-level auditing firm of international prestige; (ii) biannual financial statements, (iii) quarterly financial statements, and iv) any other information LENDER might reasonable request at any time. The financial statements mentioned in (i) above must be submitted duly audited within *** calendar days from the closing of the relevant fiscal year; the financial statements mentioned in (ii) shall be submitted within *** calendar days from the closing of the relevant semesters; the financial statements mentioned in (iii) above must be submitted within *** calendar days from the closing of the relevant semi-annual-period; and the documentation mentioned in (iv) must be submitted within *** calendar days following LENDER’s request, provided BORROWER is able to meet such a request; and 8.2.6 Not to grant to any third party, and to preclude any third party creditor from becoming subrogated in any way to, any rights and/or actions granted to LENDER under the Share’s Pledge, which will entail, inter alia, the obligation of DEBTORS to demand the express waiver by any third party obligor of the power to become subrogated to such rights and/or actions to the extent any sum hereunder remains outstanding; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.2.7 To comply with Applicable Rules (including, without limitation, any law, rule, regulation, order, instruction or resolution applicable to them as regards environmental protection, toxic or hazardous wastes, pollution and health) and to maintain all authorizations, permits or licenses that are necessary under Applicable Rules; and 8.2.8 To comply in due time and manner with each and every of their obligations arising from the Transaction Documents and the Pledge; and 8.2.9 To immediately notify LENDER (i) of the occurrence of any Event of Default; and 8.2.10 To keep accounting records and other records in proper form and allow LENDER’s access to their offices, facilities, books, records and files, allowing the performance of any accounting, legal, and management audits, by themselves or by the ones appointed by the LENDER, at its cost, to the extent such action does not materially and adversely interfere with the regular activities of the BORROWER; and 8.2.11 To inform LENDER within *** Business Days after occurrence (i) of any loss, devaluation or damage according to general accepted accounting principles, suffered by DEBTORS’ property in amounts higher than United States Dollars *** (USD ***), individually or cumulatively during each annual period, and (ii) any action or claim where the amount claimed from BORROWER is equal to or higher than United States Dollars *** (USD ***) individually or cumulatively during each annual period, and 8.2.12 To abstain from transferring or otherwise reducing, for any cause or on any account, including by means of a shareholder s’ agreement or stock syndication agreement with third parties, and from pledging, encumbering or granting, any kind of guaranty with regard to the current shareholdings of DEBTORS in other companies, without the prior notification and consent from the LENDER, which shall not be unreasonably denied. 8.2.13 To maintain all amounts due hereunder as to guaranties and privileges in collection not below any other obligation of DEBTORS; and all amounts due under the present Master Agreement , pursuant to the provisions and in compliance with the Applicable Rules; and 8.2.14 To inform upon LENDER’s request: (i) the consolidated debt of DEBTORS, and of all Affiliates of DEBTORS, held by each of such companies and by each financial entity as creditor (ii) the sales volume of each of the DEBTORS and DEBTORS’ Affiliates;

Commitments and Obligations of DEBTORS. Following the execution hereof and to the extent any amount due hereunder remains outstanding, on any account and/or due to any reason whatsoever, DEBTORS firmly, expressly, irrevocably and unconditionally undertake to perform or abstain from performing all the acts and/or activities specified below: 8.2.1 To duly and timely pay the Credit Facility Due and all applicable expenses and interests relevant hereto as and when due, pursuant to the terms and conditions set forth herein; and 8.2.2 To keep all payments of taxes, liens, rates, and/or social security obligations and/or levies, whether national, provincial or municipal, both in the Republic of Argentina, and abroad, up to date, except in such cases where DEBTORS may, as applicable, file well-grounded objections in good faith to such payments through the pertinent legal procedures, as soon as permitted by the applicable procedural legislation and based on their unconstitutionality, inapplicability and/or illegality; and 8.2.3 To (i) maintain their legal capacity in force as well as all registrations necessary to maintain the same; (ii) take any reasonable steps to maintain all the rights, permits, authorizations, agreements, insurance, powers of attorney, privileges, franchises, registrations, licenses and the like in force, as are necessary or advisable for the regular conduct of their activity, businesses or operations and the performance of their obligations; (iii) maintain all their property in good state and working conditions; and (iv) abstain from performing any act that may adversely affect the validity and/or effect of the Agreement and the Guaranties and (v) to conduct and make all acts necessary for conservation, maintenance, renewal and effectiveness of their legal existence and rights, licenses, concessions, permits, privileges and franchise materials for the conduction and management of their respective businesses; and 8.2.4 To maintain LENDER fully and thoroughly informed of any Material Adverse Change and/or any other fact that may cause a Material Adverse Effect and/or otherwise adversely and significantly affect the payment capacity of DEBTORS of the obligations assumed hereunder and/or under the Guaranties; and/or that may adversely affect the validity and/or enforceability of any of the Guaranties, as well as of the actions taken to remedy the same; and 8.2.5 To make available to LENDER, and further deliver forthwith, at LENDER’s request, the following accounting documentation of BORROWER: (i) annual financial statements duly audited by a first-level auditing firm of international prestige; (ii) biannual financial statements, (iii) quarterly financial statements, and iv) any other information LENDER might reasonable request at any time. The financial statements mentioned in (i) above must be submitted duly audited within *** calendar days from the closing of the relevant fiscal year; the financial statements mentioned in (ii) shall be submitted within *** calendar days from the closing of the relevant semesters; the financial statements mentioned in (iii) above must be submitted within *** calendar days from the closing of the relevant semi-annual-period; and the documentation mentioned in (iv) must be submitted within *** calendar days following LENDER’s request, provided BORROWER is able to meet such a request; and 8.2.6 Not to grant to any third party, and to preclude any third party creditor from becoming subrogated in any way to, any rights and/or actions granted to LENDER under the Share’s Pledge, which will entail, inter alia, the obligation of DEBTORS to demand the express waiver by any third party obligor of the power to become subrogated to such rights and/or actions to the extent any sum hereunder remains outstanding; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 8.2.7 To comply with Applicable Rules (including, without limitation, any law, rule, regulation, order, instruction or resolution applicable to them as regards environmental protection, toxic or hazardous wastes, pollution and health) and to maintain all authorizations, permits or licenses that are necessary under Applicable Rules; and 8.2.8 To comply in due time and manner with each and every of their obligations arising from the Transaction Documents and the Pledge; and 8.2.9 To immediately notify LENDER (i) of the occurrence of any Event of Default; andand *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.2.10 To keep accounting records and other records in proper form and allow LENDER’s access to their offices, facilities, books, records and files, allowing the performance of any accounting, legal, and management audits, by themselves or by the ones appointed by the LENDER, at its cost, to the extent such action does not materially and adversely interfere with the regular activities of the BORROWER; and 8.2.11 To inform LENDER within *** Business Days after occurrence (i) of any loss, devaluation or damage according to general accepted accounting principles, suffered by DEBTORS’ property in amounts higher than United States Dollars than *** (USD ***), individually or cumulatively during each annual period, and (ii) any action or claim where the amount claimed from BORROWER is equal to or higher than United States Dollars *** (USD ***) individually or cumulatively during each annual period, and 8.2.12 To abstain from transferring or otherwise reducing, for any cause or on any account, including by means of a shareholder s’ agreement or stock syndication agreement with third parties, and from pledging, encumbering or granting, any kind of guaranty with regard to the current shareholdings of DEBTORS in other companies, without the prior notification and consent from the LENDER, which shall not be unreasonably denied. 8.2.13 To maintain all amounts due hereunder as to guaranties and privileges in collection not below any other obligation of DEBTORS; and all amounts due under the present Master Agreement , pursuant to the provisions and in compliance with the Applicable Rules; and 8.2.14 To inform upon LENDER’s request: (i) the consolidated debt of DEBTORS, and of all Affiliates of DEBTORS, held by each of such companies and by each financial entity as creditor (ii) the sales volume of each of the DEBTORS and DEBTORS’ Affiliates;

Commitments and Obligations of DEBTORS. Following the execution hereof and to the extent any amount due hereunder remains outstanding, on any account and/or due to any reason whatsoever, DEBTORS firmly, expressly, irrevocably and unconditionally undertake to perform or abstain from performing all the acts and/or activities specified below: 8.2.1 7.2.1 To duly and timely pay the Credit Facility Due and all applicable expenses and interests relevant hereto as and when due, pursuant to the terms and conditions set forth herein; and 8.2.2 7.2.2 To keep all payments of taxes, liens, rates, and/or social security obligations and/or levies, whether national, provincial or municipal, both in the Republic of Argentina, and abroad, up to date, except in such cases where DEBTORS may, as applicable, file well-grounded objections in good faith to such payments through the pertinent legal procedures, as soon as permitted by the applicable procedural legislation and based on their unconstitutionality, inapplicability and/or illegality; and 8.2.3 7.2.3 To (i) maintain their legal capacity in force as well as all registrations necessary to maintain the same; (ii) take any reasonable steps to maintain all the rights, permits, authorizations, agreements, insurance, powers of attorney, privileges, franchises, registrations, licenses and the like in force, as are necessary or advisable for the regular conduct of their activity, businesses or operations and the performance of their obligations; (iii) maintain all their property in good state and working conditions; and (iv) abstain from performing any act that may adversely affect the validity and/or effect of the Agreement and the Guaranties and (v) to conduct and make all acts necessary for conservation, maintenance, renewal and effectiveness of their legal existence and rights, licenses, concessions, permits, privileges and franchise materials for the conduction and management of their respective businesses; and 8.2.4 7.2.4 To maintain LENDER fully and thoroughly informed of any Material Adverse Change and/or any other fact that may cause a Material Adverse Effect and/or otherwise adversely and significantly affect the payment capacity of DEBTORS of the obligations assumed hereunder and/or under the Guaranties; and/or that may adversely affect the validity and/or enforceability of any of the Guaranties, as well as of the actions taken to remedy the same; and 8.2.5 7.2.5 To make available to LENDER, and further deliver forthwith, at LENDER’s request, the following accounting documentation of BORROWERDEBTORS: (i) annual financial statements duly audited by a first-level auditing firm of international prestige; (ii) biannual financial statements, (iii) quarterly financial statements, and iv) any other information LENDER might reasonable request at any time. The financial statements mentioned in (i) above must be submitted duly audited within *** one hundred and twenty (120) calendar days from the closing of the relevant fiscal year; the financial statements mentioned in (ii) shall be submitted within *** sixty (60) calendar days from the closing of the relevant semesters; the financial statements mentioned in (iii) above must be submitted within *** sixty (60) calendar days from the closing of the relevant semi-annual-period; and the documentation mentioned in (iv) must be submitted within *** five (5) calendar days following LENDER’s request, provided BORROWER is DEBTORS are able to meet such a request; and 8.2.6 7.2.6 Not to grant to let in any manner whatsoever any third partyparty creditor be subrogated to, and to preclude any third party creditor from becoming subrogated in any way to, any rights and/or actions granted to LENDER hereunder and under the Share’s PledgeGuaranties, which will entail, inter alia, the obligation of DEBTORS to demand the express waiver by any third party obligor of the power to become subrogated to such rights and/or actions to the extent any sum hereunder remains outstanding; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 8.2.7 7.2.7 To comply with Applicable Rules (including, without limitation, any law, rule, regulation, order, instruction or resolution applicable to them as regards environmental protection, toxic or hazardous wastes, pollution and health) and to maintain all authorizations, permits or licenses that are necessary under Applicable Rules; and 8.2.8 7.2.8 To comply in due time and manner with each and every of their obligations arising from the Transaction Documents and the PledgeDocuments; and 8.2.9 7.2.9 To immediately notify LENDER (i) of the occurrence of any Event of Default; and; 8.2.10 7.2.10 To keep accounting records and other records in proper form and allow LENDER’s access to their offices, facilities, books, records and files, allowing the performance of any accounting, legal, and management audits, by themselves or by the ones appointed by the LENDER, at its cost, LENDER to the extent such action does not materially and adversely interfere with the regular activities of the BORROWERDEBTORS; and 8.2.11 7.2.11 To inform LENDER within *** 5 (five) Business Days after occurrence (i) of any loss, devaluation or damage according to general accepted accounting principles, suffered by DEBTORS’ property in amounts higher than FIVE MILLION United States Dollars *** and 001100 (USD ***5,000,000.00), individually or cumulatively during each annual period, and (ii) any action or claim where the amount claimed from BORROWER is equal to or higher than FIVE MILLION United States Dollars *** and 001100 (USD ***5,000,000.00) individually or cumulatively during each annual period, and 8.2.12 To abstain from transferring or otherwise reducing, for any cause or on any account, including by means of a shareholder s’ agreement or stock syndication agreement with third parties, and from pledging, encumbering or granting, any kind of guaranty with regard to the current shareholdings of DEBTORS in other companies, without the prior notification and consent from the LENDER, which shall not be unreasonably denied. 8.2.13 To maintain all amounts due hereunder as to guaranties and privileges in collection not below any other obligation of DEBTORS; and all amounts due under the present Master Agreement , pursuant to the provisions and in compliance with the Applicable Rules; and 8.2.14 To inform upon LENDER’s request: (i) the consolidated debt of DEBTORS, and of all Affiliates of DEBTORS, held by each of such companies and by each financial entity as creditor (ii) the sales volume of each of the DEBTORS and DEBTORS’ Affiliates;