Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender): (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the audited Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, in each case, in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower; (c) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to Agent, on behalf of each Lender):: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower the Borrower, an audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of for the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all with such audited balance sheet and related consolidated financial statements reported on by independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the Consolidated quarter ending June 30, 2015, a condensed consolidated balance sheet and related statements of income, shareholder’s equity income or operations and cash flows of for the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate of a Financial Officer of the Borrower (x) with respect to clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, thereto and (ii) certifying demonstrating compliance with the compliance by the Borrower financial covenant set forth in Section 7.10 and (b) with Sections 5.16(brespect to clause (a), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date calculation of the audited Excess Cash Flow; (d) concurrently with the delivery of each set of consolidated financial statements referred to in Section 3.4 andSections 6.01(a) and 6.01(b) above, calculations reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any any) from such change has occurred, specifying the effect of such change on the consolidated financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generallystatements; (e) concurrently with the delivery of financial statements under clause (a) above, supplements to the exhibits to the Perfection Certificate specifying any changes to such exhibits since the previous updating required hereby (provided that if there have been no changes to any such exhibits since the previous updating required thereby, the Borrower shall indicate that there has been “no change” to the applicable exhibits); (f) as soon as available, but in any event not more than seventy-five (75) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement (or statement of operations) and cash flow statement) of the Borrower for each quarter of the fiscal year then in progress as customarily prepared by management of the Borrower for its internal use; (g) promptly after any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as may be reasonably requested by the Administrative Agent or by any LenderLender through the Administrative Agent, copies of subject, in all respects to any detailed audit reportsconfidentiality and/or legal privilege; and (h) promptly upon an ERISA Event or upon request by the Administrative Agent, management letters or recommendations submitted the most recently prepared actuarial reports in relation to the board of directors (or Employee Benefit Arrangements for the audit committee of the board of directors) of the Borrower time being operated by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, Restricted Subsidiaries which are prepared in order to comply with the then current statutory or any audit of any of them; and (f) if requested auditing requirements within the relevant jurisdiction. Promptly upon request by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as shall also furnish the Administrative Agent and the Lenders with such additional information concerning any Plan, Foreign Pension Plan or Employee Benefit Arrangement as may be reasonably requested, including, but not limited to, with respect to any Lender may reasonably requestPlans, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA).

Financial Statements and Other Information. The Borrower will furnish Parent shall deliver: (1) to the Administrative Agent (and the Administrative Agent shall will make such materials available for distribution to each Lender): (a) the Lenders), as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the audited Consolidated balance sheet and related Parent, consolidated statements of income, shareholder’s equity retained earnings and cash flows flow of the Borrower Parent and its Consolidated Subsidiaries for such year and the related consolidated balance sheet as of at the end of and for such year, setting forth, forth in each case, case in comparative form the corresponding figures for (or, in the case of the balance sheet, as of the end of) the previous preceding fiscal year, all reported on and accompanied by an opinion thereon (without qualification arising out of the scope of audit) of Deloitte & Touche LLP or other independent certified public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect national standing, which opinion shall state that such Consolidated said consolidated financial statements fairly present fairly in all material respects the consolidated financial condition and results of operations of the Borrower Parent and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAPas at the end of, approved by the shareholders’ meeting and the board of directors of the Borrowerfor, such fiscal year; (b2) to the Administrative Agent (and the Administrative Agent will make such materials available to the Lenders), as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related Parent consolidated statements of income, shareholder’s equity retained earnings and cash flows flow of the Borrower Parent and its Consolidated Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal yearyear ended at the end of such fiscal quarter, setting forth and the related consolidated balance sheet as at the end of such fiscal quarter, and accompanied, in each case in comparative form the figures for (orcase, in the case by a certificate of the balance sheet, as chief financial officer or vice president-treasurer of the end of) Parent which certificate shall state that said consolidated financial statements fairly present the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the consolidated financial condition and results of operations of the Borrower Parent and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAPGAAP (except for the absence of footnotes) consistently applied as at the end of, and for, such fiscal quarter (subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower); (c3) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate[reserved]; (d4) to the Administrative Agent (and the Administrative Agent will deliver such materials to each Lender that has requested the same), promptly after the same has become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials publicly filed by any Borrower the Parent or its Subsidiaries with any securities exchange, the Securities and Exchange Commission or distributed by any the Borrower Parent to its shareholders generally; (e5) promptly after any request by [reserved]; (6) to the Administrative Agent (and the Administrative Agent will make such materials available to the Lenders), if and when the Parent or any Lender, copies member of the Controlled Group (i) gives or is required to give notice to the PBGC of any detailed audit reports“reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, management letters or recommendations submitted knows that the Plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the board PBGC, (ii) receives notice of directors Withdrawal Liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer the Plan, a copy of such notice, that in any such case would reasonably be expected to result in a Material Adverse Effect; (7) to the Administrative Agent (and the Administrative Agent will make such notice available to the Lenders), promptly after the chief executive officer, chief financial officer, vice-president-treasurer, general counsel or senior vice president-finance of the Parent or the audit committee Company obtains knowledge of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit occurrence of any Default, a notice of themsuch Default, describing the same in reasonable detail; and (f) if requested by 8) to the Administrative AgentAgent and such Lender, written promptly upon receipt of any such request, such additional financial and other information as any Lender may from time to time reasonably request. The Parent will furnish to the Administrative Agent (and the Administrative Agent will make such notice available to each Lender), at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of its chief executive officer, chief financial officer or vice president-treasurer (i) to the effect that, to the best of such Person’s knowledge after due inquiry, no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail), (ii) setting forth in reasonable detail the actual application computations for the Net Total Lease Adjusted Leverage Ratio, the Fixed Charges Coverage Ratio and the Consolidated Leverage Ratio, in each case, as of the proceeds from end of the Loans made by the Borrower applicable fiscal quarter or fiscal year and such other information relating (iii) any changes to the Transactions Persons designated as Unrestricted Subsidiaries. Any financial statement or other document required to be delivered pursuant to this Section 9.01 may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date on which the Parent posts such financial statement or other document on the Parent’s publicly available website on the Internet or on the Intralinks website on the Internet at wxx.xxxxxxxxxx.xxx, or such financial statement or other document becomes available on the EXXXX system or any successor system of the Securities and Exchange Commission; provided that, except with respect to the financial statements required to be delivered pursuant to Section 9.01(1) or 9.01(2), the Parent shall give prompt notice of any such posting to the Administrative Agent (who shall then give prompt notice of any such posting to the Lenders); provided, further, that the failure to so notify the Administrative Agent pursuant to the immediately preceding proviso shall not constitute a Default and all documents shall be deemed to have been delivered pursuant to this Section 9.01 on the date on which the Parent posts such documents as contemplated above. The Parent represents and warrants that it and any of its Subsidiaries either (i) has no registered or publicly traded securities outstanding or (ii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, each of the Parent and the Company hereby authorizes the Administrative Agent to make the financial statements to be provided under Section 9.01(1) and (2) above, along with the Basic Documents, available to Public-Sxxxxx. The Parent and the Company each hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Parent and/or the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent or its Affiliates, or the respective securities of any Lender of the foregoing within the meaning of federal and state securities laws (“MNPI”), and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent and the Company each hereby agree that (a) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (b) by marking Borrower Materials “PUBLIC,” the Parent and the Company shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any MNPI; (c) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (d) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Neither the Parent nor the Company will request that any material be posted to Public-Sxxxxx without expressly representing to the Administrative Agent that such materials do not constitute MNPI.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements consolidated Financials present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, if earlier, by the Consolidated date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements Financials under clauses clause (a) and or (b) of this Section 5.1above, a compliance certificate in the form of Exhibit F of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 Section 6.12 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements Financials referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements Financials accompanying such certificate; (d) concurrently with any delivery of Financials under clause (a) above, a certificate of the accounting firm that reported on such Financials stating whether they obtained knowledge during the course of their examination of such Financials of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available, but in any event not later than forty-five (45) days after the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for each quarter of such fiscal year in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Borrower to its shareholders generally;, as the case may be; and (eg) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative Agentthis Agreement, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to clauses (a) and (b) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall, if requested by the Administrative Agent, notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide copies of the compliance certificates (by facsimile or electronic email)required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, if earlier, by the Consolidated date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 Section 6.12 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available, but in any event not more than sixty (60) days following the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Borrower to its shareholders generally;, as the case may be; and (eg) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative Agentthis Agreement, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to clauses (a), (b) and (f) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

Financial Statements and Other Information. The Parent Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the Parent Borrower, its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by GAAP consistently applied; provided that delivery within the shareholders’ meeting and the board time period specified above of directors copies of the BorrowerAnnual Report on Form 10-K of the Parent Borrower filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(a); (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Borrower, the Consolidated its consolidated balance sheet and related statements of incomeoperations for such fiscal quarter and the then elapsed portion of the fiscal year, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors footnotes; provided that delivery within the time period specified above of copies of the BorrowerQuarterly Report on Form 10-Q of the Parent Borrower filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(b); (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Parent Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b)Section 6.1, 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the Parent Borrower’s audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) with respect to any Permitted Acquisition for which the aggregate Consideration is greater than or equal to $50,000,000 and less than $100,000,000 and for which a certificate has not been previously delivered to the Administrative Agent as required by the definition of Permitted Acquisition, certifying as to the matters specified in clause (a) of the proviso in such definition; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) prior to the commencement of each fiscal year of the Parent Borrower, a consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) no later than five days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Senior Note Indenture, any of the Subordinated Debt Documents or any of the Other Permitted Debt Documents; (g) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Parent Borrower or any Borrower Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Parent Borrower to its shareholders generally; (e) promptly after any request by , as the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themcase may be; and (fh) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of the Parent Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):Agent: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year of BCF Holdings commencing with the Borrower Fiscal Year ending January 29, 2011, the audited Consolidated balance sheet and related statements of incomeoperations, shareholder’s equity and Consolidated statements of cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, in each case, in comparative form the figures year for BCF Holdings and its Subsidiaries (or, at the option of BCF Holdings, a direct or indirect parent company of BCF Holdings and its Subsidiaries), setting forth in comparative form, the Consolidated figures for the previous Fiscal Year and the figures as set forth in the case of the balance sheet, as of the end of) the previous fiscal yearprojections delivered pursuant to SECTION 5.01(e), all audited and reported on by independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any a qualification or exception as to the scope of such audit) audit (except to the extent such qualification or exception results solely from a current maturity of Indebtedness or an actual or potential default of a financial covenant)), except for the aforementioned projections, to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower applicable Loan Parties and its Consolidated their Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each Fiscal Quarter of BCF Holdings commencing with the first three fiscal quarters Fiscal Quarter ending April 30, 2011, excluding the last Fiscal Quarter of each fiscal year Fiscal Year of the BorrowerBCF Holdings, the Consolidated balance sheet and related statements of incomeoperations, shareholder’s equity and Consolidated statements of cash flows for BCF Holdings and its Subsidiaries (or, at the option of BCF Holdings, a direct or indirect parent company of BCF Holdings and its Subsidiaries) as of the Borrower end of and its Consolidated Subsidiaries for such Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case case, in comparative form the Consolidated figures for (or, the previous Fiscal Year and the figures as set forth in the case projections delivered pursuant to SECTION 5.01(e), all such Consolidated figures certified by one of the balance sheet, Borrower’s Financial Officers as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting fairly in all material respects the financial condition and results of operations of the Borrower Loan Parties and its Consolidated their Subsidiaries on a Consolidate Consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently for any period when the financial statements provided pursuant to clause (a) or (b) above (i) are financial statements of any direct or indirect parent company of BCF Holdings and such parent company owns any material assets other than BCF and its Subsidiaries or (ii) include the results of any Unrestricted Subsidiary, the Borrower shall furnish, together with such reports, a reasonably detailed explanation of the assets and results of operations included in such financial statements that are attributable to BCF Holdings, the Borrower and the Borrower’s Restricted Subsidiaries; (d) within 15 days following any delivery of financial statements under clauses clause (a) and or clause (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M E hereto (a “Compliance Certificate”) (i) certifying as to whether a Default or an Event of Default has occurred and is continuing and, if a Default or Event of Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying in the compliance by the Borrower with Sections 5.16(bcase of financial statements delivered pursuant to clause (a), 5.18(a) and 6.5 and setting forth reasonably detailed calculations with respect to the Excess Cash Flow (in reasonable detail the calculations required to establish case of any delivery of financial statements under clause (a) above for any Fiscal Year ending after the compliance by the Borrower with Sections 5.16(bClosing Date), 5.18(a(iii) a reasonably detailed calculation of the Consolidated Leverage Ratio and 6.5 Consolidated Secured Leverage Ratio, in each case, as of the last day of the applicable period and (iiiiv) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the BCF Holdings’ (or its direct or indirect parent’s) most recent audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateCompliance Certificate; (de) within sixty (60) days after the commencement of each Fiscal Year of the Loan Parties, commencing with the Fiscal Year ending January 28, 2012, a detailed, Consolidated budget by quarter for the applicable Fiscal Year for BCF Holdings (or its direct or indirect parent) and its Restricted Subsidiaries and including a projected Consolidated income statement, balance sheet, and statement of cash flow, by quarter; (f) [Reserved]; (g) promptly after the same become publicly available, copies of (i) all other material periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower Loan Party with any securities exchangethe SEC, or distributed by any and (ii) SEC Forms 10-K and 10-Q for Burlington Store, Inc. (for so long as Burlington Stores, Inc. is subject to the Borrower to its shareholders generallyreporting requirements under the Securities Exchange Act of 1934, as amended); (eh) promptly after following any reasonable request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies business affairs and financial condition of any detailed audit reports, management letters Loan Party as the Agents may reasonably request (other than information which is subject to an attorney-client privilege or recommendations submitted to the board would result in a breach of directors (or the audit committee a confidentiality obligation of the board Loan Parties to any other Person or applicable law); and (i) not later than any date on which financial statements are delivered with respect to any period in which any Pro Forma Adjustment is made as a result of directorsthe consummation of an acquisition of an Acquired Entity, a disposition of an entity or business or a shut-down of any discontinued operations, as the case may be, for which there shall be any Pro Forma Adjustments, a certificate of one of the Borrower’s Responsible Officers setting forth the amount of such Pro Forma Adjustments and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) of this SECTION 5.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by independent accountants in connection with furnishing (A) the accounts applicable consolidated financial statements of any direct or books indirect parent of the Borrower that, directly or indirectly, holds all of the Capital Stock of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof, as applicable) Form 10-K or 10-Q or other filings, as applicable, filed with the SEC; provided that this paragraph shall not limit the obligation to deliver the reconciliation required, if any, by SECTION 5.01(c) above. Any financial statement or other document, reports, proxy statements or other materials (to the extent any such financial statement or document, reports, proxy statements or other materials included in materials otherwise filed with the SEC) required to be delivered pursuant to this SECTION 5.01 or SECTION 5.02 may be satisfied with respect to such financial statements or other documents, reports, proxy statements or other materials by the filing of the Borrower’s (or its Subsidiarydirect or indirect parent of the Borrower that, directly or indirectly, holds all the Capital Stock of the Borrower) Form 8-K, 10-K, 10-Q or other filing, as applicable, with the SEC. All financial statements and other documents, reports, proxy statements or other materials required to be delivered pursuant to this SECTION 5.01 or SECTION 5.02 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) such financial statements and/or other documents are posted on the SEC’s website on the Internet at xxx.xxx.xxx, (ii) on which the Borrower posts such documents, or any audit of any of them; and provide a link thereto, on the Borrower’s website or (fiii) on which such documents are posted on the Borrower’s behalf on an Internet or Intranet website, if requested any, to which the Administrative Agent and each Lender has access (whether a commercial third-party website or a website sponsored by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request).

Financial Statements and Other Information. The Borrower will Maintain, and cause each Subsidiary to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as As soon as available and and, in any event event, within 90 120 days after the end close of each fiscal year year, a copy of (x) the Borrower Borrower’s 10-K in respect of such fiscal year, and (y) (i) the audited Borrower’s Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries Balance Sheet as of the end of such fiscal year, and for (ii) the related Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows, as of and through the end of such fiscal year, setting forth, forth in each case, case in comparative form the corresponding figures for (or, in the case respect of the balance sheet, as of the end of) the previous fiscal year, all reported on in reasonable detail, and accompanied by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations report of the Borrower and its Consolidated Subsidiaries on a Consolidated basis Borrower’s auditors, which report shall state that (A) such auditors audited such financial statements, (B) such audit was made in accordance with Argentine generally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said financial statements have been prepared in accordance with GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as As soon as available available, and in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year year, a copy of (x) the Borrower’s 10-Q in respect of such fiscal quarter, and (y) (i) the Borrower’s Consolidated Balance Sheet as of the Borrowerend of such quarter and (ii) the related Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for (A) such quarter and (B) the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows period from the beginning of the Borrower and its Consolidated Subsidiaries for then current fiscal year to the then elapsed portion end of the fiscal yearsuch quarter, setting forth in each case in comparative comparable form with the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition reasonable detail and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis prepared in accordance with Argentine GAAP, GAAP (without footnotes and subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower); (c) concurrently Simultaneously with any the delivery of the financial statements under required by clauses (a) and (b) of this Section 5.1above, a certificate of a Financial Officer the chief financial officer or treasurer of the Borrower substantially certifying that no Default or Event of Default shall have occurred or be continuing or, if so, specifying in such certificate all such Defaults and Events of Default, and setting forth computations in reasonable detail demonstrating compliance with Sections 8.1 and 8.9. (d) Prompt notice upon the form Borrower becoming aware of Exhibit M any change in a Pricing Level; (e) Promptly upon becoming available, copies of all regular or periodic reports (including current reports on Form 8-K) which the Borrower or any Subsidiary may now or hereafter be required to file with or deliver to the Securities and Exchange Commission, or any other Governmental Authority succeeding to the functions thereof, and copies of all material news releases sent to all stockholders; (f) Prompt written notice of: (i) certifying as any citation, summons, subpoena, order to whether a Default show cause or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by other order naming the Borrower or any Subsidiary a party to any proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with respect theretosuch notice a copy of such citation, summons, subpoena, order to show cause or other order, (ii) certifying the compliance by any lapse or other termination of any license, permit, franchise or other authorization issued to the Borrower with Sections 5.16(bor any Subsidiary by any Governmental Authority, (iii) any refusal by any Governmental Authority to renew or extend any license, permit, franchise or other authorization, and (iv) any dispute between the Borrower or any Subsidiary and any Governmental Authority, which lapse, termination, refusal or dispute, referred to in clause (ii), 5.18(a(iii) and 6.5 and setting forth in reasonable detail or (iv) above, could reasonably be expected to have a Material Adverse effect; (g) Prompt written notice of the calculations required to establish the compliance by the Borrower with Sections 5.16(b)occurrence of (i) each Default, 5.18(a(ii) and 6.5 each Event of Default and (iii) stating whether each Material Adverse change; (h) Promptly upon receipt thereof, copies of any change audit reports delivered in Argentine GAAP or in connection with the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate7.7(a); (di) promptly after From time to time, such other information regarding the same become publicly available, copies financial position or business of all other periodic the Borrower and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; and (j) Prompt written notice of such other information with documentation required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the Patriot Act), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower as from time to its shareholders generally; (e) promptly after any request time may be reasonably requested by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent (and the Administrative Agent who shall make available for distribution promptly furnish a copy to each Lender): (a) as soon as available and available, but in any event within 90 one hundred (100) days after the end of each fiscal year of the Borrower Company (or, if earlier, the 10th day after such financial statements are required to be filed with the SEC), commencing with the fiscal year ending February 28, 2013, the audited Consolidated consolidated balance sheet of the Company and its Consolidated Subsidiaries and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and available, but in any event within 45 fifty-five (55) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany (or, if earlier, the Consolidated 10th day after such financial statements are required to be filed with the SEC), commencing with the first fiscal quarter for which such financial statements were not delivered under the Original Credit Agreement, the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries and related statements of income, shareholder’s equity operations and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowercertain footnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or, except in the case of subclause (ii) below, (b) of this Section 5.1above, (i) a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M G executed by a Financial Officer of the Company (ix) certifying as to whether whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default or an Event of Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto; (y) in the case of any such certificate delivered for any fiscal period ending on or after the Original Restatement Effective Date, setting forth reasonably detailed calculations demonstrating compliance with Section 6.09 and (z) setting forth a reasonably detailed calculation of the Consolidated Leverage Ratio as of the last day of the period covered by such financial statements; and (ii) certifying (x) a Perfection Certificate Supplement or a certificate of a Financial Officer of the compliance by Company stating that there has been no change in the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting information set forth in reasonable detail the calculations required last Perfection Certificate or Perfection Certificate Supplement, as the case may be, most recently delivered to establish the compliance by the Borrower with Sections 5.16(b)Administrative Agent, 5.18(a) and 6.5 and (iiiy) a certificate of a Financial Officer stating whether any change in Argentine GAAP or in that the application thereof Company has occurred since the date of the audited financial statements referred to in complied with Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate5.09; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any failure to comply with Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly after the same become publicly available, copies of all other periodic annual, quarterly and other reports, financial statements (including any adjustments, supplements, notes current reports and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent Company or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection Subsidiary with the accounts or books of the Borrower or any of its SubsidiarySecurities and Exchange Commission, or any audit Governmental Authority succeeding to any or all of any the functions of themsaid Commission; and (f) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered if such statements and information shall have been posted by the Company on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the XXXXX system. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to each Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will furnish From and after the date hereof, until the consummation of an IPO or a Sale Event, the Company shall deliver to each Stockholder (other than Class B Permitted Holders) and, to the Administrative Agent extent requested in writing by the holders of a majority of the Class B Common Stock, such Class B Permitted Holders (except in the case of the Station Financials (as defined below), which the Company shall deliver only to the Investors and their Affiliates who are Investor Permitted Transferees and, to the extent requested in writing by the holders of a majority of the Class B Common Stock, such Class B Permitted Holders, and to any other Stockholder in the Company’s discretion), in each case, so long as such Person remains a holder of any Specified Equity Securities: (i) when available, but in any event within 45 days after the end of each quarterly accounting period in each fiscal year, unaudited consolidated statements of income and cash flows of LBI Media Holdings and its Subsidiaries for such quarterly period, unaudited consolidated balance sheets of LBI Media Holdings and its Subsidiaries as of the end of such quarterly period, and unaudited statements showing the calculation of EBITDA (as such term is used by the Company, in its sole discretion), of each broadcast station of LBI Media Holdings and its Subsidiaries for such quarterly period (the “Quarterly Station Financials”) setting forth, in each case, to the extent applicable, comparisons to the corresponding period in the preceding fiscal year, and the Company shall instruct the Person preparing (and the Administrative Agent shall make available for distribution accounting firm reviewing) such statements (other than the Quarterly Station Financials) in writing to each Lender):do so in accordance with GAAP, subject to the absence of footnote disclosures and to normal year end adjustments; and (aii) as soon as available and when available, but in any event within 90 days after the end of each fiscal year of the Borrower the year, audited Consolidated balance sheet and related consolidated statements of income, shareholder’s stockholders’ equity and cash flows of the Borrower LBI Media Holdings and its Consolidated Subsidiaries for such fiscal year, audited consolidated balance sheets of LBI Media Holdings and its Subsidiaries as of the end of such fiscal year, and unaudited statements showing the calculation of EBITDA (as such term is used by the Company, in its sole discretion) of each broadcast station of LBI Media Holdings and its Subsidiaries for such yearfiscal year (together with the Quarterly Station Financials, the “Station Financials”) setting forth, forth in each case, in comparative form to the figures for (orextent applicable, in comparisons to the case of annual budget and to the balance sheet, as of the end of) the previous preceding fiscal year, all reported on by independent public accountants of recognized international standing and the Company shall instruct the Person preparing (without a “going concern” and the accounting firm reviewing or like qualification or exception and without any qualification or exception as auditing) such statements (other than the Station Financials) in writing to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis do so in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board consolidated portions of directors such audited statements shall be accompanied by an opinion of Company’s independent accounting firm. The Company shall not request the opinion of the Borrower; (b) as soon as available and Company’s independent accounting firm to be qualified in any event within 45 days scope. The Company’s obligations under this Section 2A shall terminate immediately after the end of each consummation of the first three fiscal quarters earlier of each fiscal year an IPO or a Sale Event (other than with respect to the Company’s obligations to deliver Station Financials, which shall terminate only immediately after the consummation of the Borrowerearlier of a Qualified IPO or a Sale Event); provided, however, that in the Consolidated balance sheet and related statements of incomeevent any Net Assets (or Qualifying Consideration in lieu thereof, shareholder’s equity and cash flows or any combination of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end offoregoing) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower; (c) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed are to be taken by the Borrower with respect theretopaid, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP distributed or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered otherwise transferred to the Administrative Agent), proxy statements and Stockholders (other materials filed by any Borrower than Class B Permitted Holders) in connection with any securities exchange, or distributed by any the Borrower to its shareholders generally; a Sale Event described in clause (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directorsA) of the Borrower by independent accountants definition thereof, whether pursuant to a distribution, redemption or otherwise, the Company’s obligations under this Section 2A shall not terminate in connection with the accounts such Sale Event until all such Net Assets (or books Qualifying Consideration in lieu thereof, or any combination of the Borrower foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders. Notwithstanding the foregoing, if the Company or its successor, or the direct or indirect holder or holders of a majority of the outstanding voting power of the Company or such successor, is obligated after such Sale Event, to deliver to any Person (other than the Company’s, such successor’s or such controlling person’s directors, officers, advisors and representatives, in their capacity as such) any financial information of the type described in this Section 2A, then, so long as the Company or such successor or controlling holder or holders is required to deliver such financial information to such Person, the Company, such successor or controlling holder or holders shall also be required to deliver such financial information, at the same time as delivered or required to be delivered to such Person, to each Investor and Investor Permitted Transferee who is an Affiliate of such Investor who holds any Specified Equity Securities and, to the extent requested in writing by the holders of a majority of the Class B Common Stock, such Class B Permitted Holders. From and after an IPO, any holder of Specified Equity Securities may at any time or from time to time by written notice to the Company request that the Company not deliver information it is entitled to receive hereunder or to request delivery of any information to which it is entitled hereunder but which it previously elected not to receive, and the Company shall comply with such requests. The Company’s obligations under this Section 2A will be deemed to have been satisfied for such reports, documents and information if the Company or any of its SubsidiarySubsidiaries files and provides such reports, or any audit of any of them; and (f) if requested documents and information required by this Section 2A with the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably requestSEC for public availability.

Financial Statements and Other Information. The Borrower It will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):the Lenders: (a) as soon as available and in any event within 90 thirty-five (35) days after the end of each fiscal year month prior to a Qualified Public Offering, the consolidated balance sheet of the Borrower Obligors as of the audited Consolidated balance sheet end of each such month, and the related consolidated statements of income, shareholder’s equity income and cash flows of the Borrower Obligors for such month and its Consolidated Subsidiaries as the portion of the fiscal year through the end of such month, all in reasonable detail and for such year, setting forth, in each case, forth in comparative form the figures for (or, the corresponding period in the case of the balance sheet, as of the end of) the previous preceding fiscal year, all reported on by independent public accountants together with a certificate of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope Responsible Officer of such audit) to the effect Borrower stating that such Consolidated financial statements fairly present fairly in all material respects the financial condition of the Obligors as at such date and the results of operations of the Borrower Obligors for the period ended on such date and its Consolidated Subsidiaries on a Consolidated basis have been prepared substantially in accordance with Argentine GAAPGAAP consistently applied, approved by subject to changes resulting from normal, quarterly or year-end adjustments and except for the shareholders’ meeting and the board absence of directors of the Borrowernotes; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year year, the consolidated balance sheet of the BorrowerObligors as of the end of such quarter, and the Consolidated balance sheet and related consolidated statements of income, shareholder’s equity income and cash flows of the Borrower Obligors for such quarter and its Consolidated Subsidiaries for the then elapsed portion of the fiscal yearyear through the end of such quarter, all in reasonable detail and setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of in the previous preceding fiscal year, all certified by together with (i) a Financial certificate of a Responsible Officer of the Borrower as presenting stating that such financial statements fairly present in all material respects the financial condition of the Obligors as at such date and the results of operations of the Borrower Obligors for the period ended on such date and its Consolidated Subsidiaries on a Consolidate basis have been prepared substantially in accordance with Argentine GAAPGAAP consistently applied, subject to changes resulting from normal quarterly or year-end audit adjustments, in each case, approved by adjustments and except for the board absence of directors footnotes and (ii) a management’s discussion and analysis of the financial condition and results of operations, including the Obligors’ liquidity and capital resources; provided that, if the Borrower is a Publicly Reporting Company, the Borrower’s filing of a Quarterly Report on Form 10-Q with the SEC shall be deemed to satisfy the requirements of this Section 8.01(b) on the date on which such report is first available via the SEC’s XXXXX system or a successor system related thereto; (c) concurrently as soon as available and in any event within one hundred fifty (150) days after the end of each fiscal year, the consolidated balance sheet of the Obligors as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of the Obligors for such fiscal year, prepared substantially in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by (i) a report and opinion thereon of Xxxx Xxxxxxx LLP or another independent certified public accountant acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any delivery “going concern” or like qualification or exception (other than solely with respect to, or expressly resulting solely from, the repayment of financial statements under clauses (athe Loans on the Stated Maturity Date) or any qualification or exception as to the scope of such audit and (bii) a management’s discussion and analysis of the financial condition and results of operations, including the Obligors’ liquidity and capital resources; provided that, if the Borrower is a Publicly Reporting Company, the Borrower’s filing of a Yearly Report on Form 10-K with the SEC shall be deemed to satisfy the requirements of this Section 5.18.01(c) on the date on which such report is first available via the SEC’s XXXXX system or a successor system related thereto; (d) within thirty-five (35) days after the end of each month, a compliance certificate of a Financial Responsible Officer of Borrower as of the Borrower substantially end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit M E (a “Compliance Certificate”) which, for purposes of clarification, shall (i) certifying as to whether a Default or an Event demonstrate the Obligors’ compliance with Section 8.15(a) in respect of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect theretosuch month, (ii) certifying for each month end that coincides with the compliance end of a fiscal quarter of Borrower, state that the representations and warranties made by the Borrower with Sections 5.16(b)Obligors in Article 7 are true in all material respects on and as of the date thereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, 5.18(athey shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b)all respects, 5.18(a) and 6.5 and (iii) stating whether any change for each month end that coincides with the end of a fiscal quarter of Borrower, demonstrate Borrower’s compliance with Section 8.15(b) in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect respect of such change on fiscal quarter and (iv) for each month end that coincides with the financial statements accompanying such certificateend of a fiscal year of Borrower, provide Obligors’ updated Schedules to this Agreement (if any); (de) promptly, and in any event within five (5) Business Days after receipt thereof by an Obligor, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which an Obligor is subject concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Obligor; (f) the information regarding insurance maintained by the Obligors as and when required under Section 8.05; (g) promptly after following the same become publicly availableLenders’ written request at any time, proof of the Obligors’ compliance with Section 8.15(a); (h) within ten (10) days of delivery, copies of all other periodic reports distributed by Borrower to its shareholders generally; provided that (i) any such material may be redacted by Borrower to exclude information relating to the Loan Documents or the Lenders and (ii) the Lenders shall not be entitled to receive statements, reports and notices relating to topics that (x) are subject to attorney-client privilege or (y) present a conflict of interest for the Lenders; (i) a financial forecast for the Obligors for each fiscal year, including forecasted balance sheets, statements of income and cash flows of the Obligors, all of which shall be prepared on a consolidated basis and delivered not later than February 28 of such fiscal year; (j) promptly following any Lender’s written request, certification that such Obligor is not a passive foreign investment company (“PFIC”) within the meaning of Sections 1291 through 1297 of the Code, or, if such Obligor determines that it is a PFIC, such information as would allow the Lender to make a qualified electing fund election with respect to the stock of the Obligor; (k) after Borrower becomes a Publicly Reporting Company, within five (5) Business Days of filing, provide access (via posting and/or links on Borrower’s web site) to all reports on Form 10-K and Form 10-Q filed with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange; and within five (5) Business Days of filing, provide notice and access (via posting and/or links on Borrower’s web site) to all reports on Form 8-K filed with the SEC, and copies of (or access to, via posting and/or links on Borrower’s web site) all other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with the SEC, any Governmental Authority succeeding to any of the functions of the SEC or with any national securities exchange, or distributed by any the Borrower to its shareholders generally; (el) promptly after any request by the Administrative Agent or any Lenderreceipt thereof, copies a copy of any detailed audit reports, “management letters or recommendations submitted to letter” received from its certified public accounts and the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themmanagement’s response thereto; and (fm) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including with respect to the Transactions Collateral) as the Administrative Agent or any Lender Lenders may from time to time reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender): (a) as soon as available Borrowers shall keep proper books and records in any event which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrowers and their subsidiaries (if any) in accordance with GAAP and LSAP and its subsidiaries shall furnish or cause to be furnished to Lender: (i) within 90 forty-five (45) days after the end of each fiscal year month, monthly unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the Borrower operations of LSAP and its subsidiaries as of the end of and through such fiscal month; (ii) within one hundred (100) days after the end of each fiscal year, audited Consolidated balance sheet and related consolidated financial statements of incomeLSAP and its subsidiaries (including in each case balance sheets, shareholder’s equity statements of income and cash flows loss, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the Borrower operations of LSAP and its Consolidated Subsidiaries subsidiaries as of the end of and for such fiscal year, setting forthtogether with either the unqualified opinion of independent certified public accountants or if the opinion is qualified, such qualifications are acceptable to Lender in its sole discretion, in each either case, which accountants shall be an independent accounting firm selected by LSAP and reasonably acceptable to Lender, that such financial statements have been prepared in comparative form accordance with GAAP, and present fairly the figures for (or, in the case results of the balance sheet, operations and financial condition of LSAP and its subsidiaries as of the end ofof and for the fiscal year then ended; and (iii) as soon as available, a copy of each regular, periodic or special report, registration statement, or prospectus filed by LSA Technologies, Inc. with any securities exchange or the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” Securities and Exchange Commission or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower;successor agency. (b) as soon as available and Each Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or which would result in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowermaterial adverse change in Borrowers' business, the Consolidated balance sheet properties, assets, goodwill or condition, financial or otherwise and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end ofii) the corresponding period occurrence of any Event of Default or periods event which, with the passage of the previous fiscal yeartime or giving of notice or both, all certified by a Financial Officer would constitute an Event of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower;Default. (c) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of Borrowers shall promptly after the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default sending or an Event of Default has occurred and, if a Default has occurred, specifying the details filing thereof and any action taken furnish or proposed cause to be taken by furnished to Lender copies of all reports which Guarantor or such Borrower sends to its stockholders generally and copies of all reports and registration statements which Guarantor or any Borrower files with the Borrower with respect theretoSecurities and Exchange Commission, (ii) certifying any national securities exchange or the compliance by the Borrower with Sections 5.16(b)National Association of Securities Dealers, 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Inc. (d) promptly after the same become publicly availableBorrowers shall furnish or cause to be furnished to Lender such budgets, copies of all other periodic forecasts, projections and other reportsinformation respecting the Collateral and the business of Borrowers, financial statements (including any adjustmentsas Lender may, supplementsfrom time to time, notes and amendments reasonably request. Lender is hereby authorized to deliver a copy of any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent statement or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions business of Borrowers to any court or other government agency or to any participant or assignee or prospective participant or assignee. If at any time, (i) an Event of Default occurs and is continuing, or (ii) for any reason, Ernst & Young LLP no longer prepares the financial statements of Borrower, Borrower hereby authorizes and directs all accountants or auditors to deliver to Lender, at Borrower's expense, copies of the financial statements of Borrower and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and to disclose to Lender such information as they may have regarding the Administrative Agent business of Borrower. Any documents, schedules, invoices or any other papers delivered to Lender may reasonably requestbe destroyed or otherwise disposed of by Lender one (1) year after the same are delivered to Lender, except as otherwise designated by any Borrower to Lender in writing. (e) Borrowers shall furnish no later than sixty (60) days prior to the expiry date of the Collateral Letter of Credit, written confirmation of the extension, or notice of expiration, of the Collateral Letter of Credit at such expiry date. Borrowers shall cause the issuer of such Collateral Letter of Credit not later than sixty (60) days prior to such expiry date, to furnish, if applicable, a notice that such Collateral Letter of Credit will not be renewed or extended.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to Agent, on behalf of each Lender):: (a) as soon as available and in any event within on or before the date that is 90 days after the end of each fiscal year Fiscal Year of the Borrower (or, in the case of the Fiscal Year ending December 31, 2012, on or before the date that is 120 days after the end of such Fiscal Year), audited Consolidated consolidated balance sheet and related audited consolidated statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, and related notes thereto, setting forth, forth in each case, case in comparative form the figures for the previous Fiscal Year and, with respect to any Fiscal Year during or after which a Qualified IPO has occurred, accompanied by a customary “management discussion & analysis” section, all reported on by WithumSmith & Xxxxx, PC or other independent public accountants of recognized national standing (without a “going concern” or like qualification and without any qualification as to the scope of such audit) and certified by a Financial Officer, in each case, to the effect that such consolidated financial statements present fairly in all material respects the financial condition as of the end of and for such year and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) commencing with the financial statements for the fiscal quarter ending September 30, 2012, on or before the date that is 45 days after the end of each of the first three fiscal quarters each Fiscal Year, unaudited consolidated balance sheet and unaudited consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearFiscal Year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the Fiscal Year and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes and, in each casewith respect to any fiscal quarter during or after which a Qualified IPO has occurred, approved accompanied by the board of directors of the Borrowera customary “management discussion & analysis”; (c) concurrently simultaneously with any the delivery of each set of consolidated financial statements under referred to in clauses (a) and (b) above, the related consolidating financial statements reflecting adjustments necessary (as determined by the Borrower in good faith) to eliminate the accounts of this Section 5.1Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) simultaneously with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying beginning with the Test Period ending December 31, 2012, setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenant, (iii) in the case of financial statements delivered under paragraph (a) above, (A) beginning with the financial statements for the 2013 Fiscal Year, setting forth a reasonably detailed calculation of Excess Cash Flow for such Fiscal Year and (B) setting forth a reasonably detailed calculation of the Available Amount and Available Equity Amount as of the end of such Fiscal Year and (iv) a Pro Forma Adjustment Certificate covering any Pro Forma Adjustment with respect to the period covered by such financial statements; (e) not later than five days after the delivery of financial statements for each Fiscal Year under paragraph (a) above, a customary certificate of the accounting firm that reported on such financial statements stating whether it obtained knowledge during the course of its examination of such financial statements of any Default relating to the Financial Covenant and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) beginning with the 2013 Fiscal Year, concurrently with the delivery of the financial statements under Section 5.01(a) for the prior Fiscal Year, a detailed consolidated budget for the Borrower with Sections 5.16(b)and its Restricted Subsidiaries for such Fiscal Year (including a projected consolidated balance sheet and consolidated statements of projected operations, 5.18(a) comprehensive income and 6.5 cash flows as of the end of and for such Fiscal Year and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(bmaterial assumptions used for purposes of preparing such budget), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (dg) promptly after the same become publicly available, but not, for the avoidance of any doubt, any reports or filings filed confidentially with the SEC or with any national securities exchange, copies of all other periodic reports and other reports, financial registration statements (including any adjustments, supplements, notes and other than amendments to any financial statements registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), proxy statements and other materials exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by Holdings, the Borrower or any Borrower of its Restricted Subsidiaries with the SEC or with any national securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any LenderHoldings, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its SubsidiaryRestricted Subsidiaries to the public holders of its Equity Interests generally, or as the case may be; (h) not later than any audit date on which financial statements are delivered with respect to any period in which a Pro Forma Adjustment is made, a certificate of any a Financial Officer of themthe Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor; and (fi) promptly following any request therefor but subject to the limitations set forth in Section 5.07 and Section 9.12, such other reasonably available information regarding the operations, business affairs and financial condition of the Borrower and its Restricted Subsidiaries, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by furnishing (1) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a Parent Entity thereof) filed with the SEC or (2) such financial information of a Parent Entity of the Borrower; provided that in any such case (i) to the extent such information relates to a Parent Entity of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such Parent Entity, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion of WithumSmith & Xxxxx, PC or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any “going concern” or like qualification or any qualification as to the scope of such audit. Documents required to be delivered pursuant to Section 5.01 may be delivered electronically and if requested so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01 (or otherwise notified pursuant to Section 9.01(d)); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent, written information setting forth in ); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its reasonable detail request and (ii) the actual application Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the proceeds from posting of any such documents and upon its reasonable request, provide to the Loans made Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Bookrunners may make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive information that may be classified as MNPI at the time of such offering by the Borrower of public securities. The Borrower hereby agrees that on and such other information relating after the date that the Borrower (or any of its Parent Entities) or any of its Restricted Subsidiaries has issued any public debt securities (or 144A securities) or public Equity Interests it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Transactions Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking or otherwise designating in writing Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Bookrunners, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked or otherwise designated in writing as “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent or and the Joint Bookrunners may treat any Lender may reasonably requestBorrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Borrower, the audited Consolidated balance sheet and related statements of income, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s stockholders’ equity and cash flows of the Borrower as of the end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Senior Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1Section, a certificate of a Financial Senior Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, thereto and (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reportscertificates setting forth the Collateral Coverage Ratio, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered concurrently with their delivery to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, Senior Lenders or distributed by any their agents under the Borrower to its shareholders generallySenior Term Loan Agreement; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reportsall certificates setting forth the Debt Service Coverage Ratio (as defined in the Senior Term Loan Agreement) for such Measurement Period, management letters or recommendations submitted concurrently with their delivery to the board of directors (Senior Lenders or their agents under the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themSenior Term Loan Agreement; and (f) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating regarding the operations, business affairs and financial condition of the Borrower (not including any information with respect to the Transactions Company) or compliance with the terms of this Agreement, the other Loan Documents, or the Senior Finance Documents, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will Maintain, and cause each Subsidiary to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as As soon as available and and, in any event event, within 90 120 days after the end close of each fiscal year year, a copy of (x) the Borrower Borrower’s 10-K in respect of such fiscal year, and (y) (i) the audited Borrower’s Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries Balance Sheet as of the end of such fiscal year, and for (ii) the related Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows, as of and through the end of such fiscal year, setting forth, forth in each case, case in comparative form the corresponding figures for (or, in the case respect of the balance sheet, as of the end of) the previous fiscal year, all reported on in reasonable detail, and accompanied by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations report of the Borrower and its Consolidated Subsidiaries on a Consolidated basis Borrower’s auditors, which report shall state that (A) such auditors audited such financial statements, (B) such audit was made in accordance with Argentine generally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said financial statements have been prepared in accordance with GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as As soon as available available, and in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year year, a copy of (x) the Borrower’s 10-Q in respect of such fiscal quarter, and (y) (i) the Borrower’s Consolidated Balance Sheet as of the Borrowerend of such quarter and (ii) the related Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for (A) such quarter and (B) the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows period from the beginning of the Borrower and its Consolidated Subsidiaries for then current fiscal year to the then elapsed portion end of the fiscal yearsuch quarter, setting forth in each case in comparative comparable form with the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition reasonable detail and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis prepared in accordance with Argentine GAAP, GAAP (without footnotes and subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower); (c) concurrently Simultaneously with any the delivery of the financial statements under required by clauses (a) and (b) of this Section 5.1above, a certificate of a Financial Officer the chief financial officer or treasurer of the Borrower substantially certifying that no Default or Event of Default shall have occurred or be continuing or, if so, specifying in such certificate all such Defaults and Events of Default, and setting forth computations in reasonable detail demonstrating compliance with Section 8.1 and Section 8.9; (d) Prompt notice upon the form Borrower becoming aware of Exhibit M any change in a Pricing Level; (e) Promptly upon becoming available, copies of all regular or periodic reports (including current reports on Form 8-K) which the Borrower or any Subsidiary may now or hereafter be required to file with or deliver to the Securities and Exchange Commission, or any other Governmental Authority succeeding to the functions thereof, and copies of all material news releases sent to all stockholders; (f) Prompt written notice of: (i) certifying as any citation, summons, subpoena, order to whether a Default show cause or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by other order naming the Borrower or any Subsidiary a party to any proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with respect theretosuch notice a copy of such citation, summons, subpoena, order to show cause or other order, (ii) certifying the compliance by any lapse or other termination of any license, permit, franchise or other authorization issued to the Borrower with Sections 5.16(bor any Subsidiary by any Governmental Authority, (iii) any refusal by any Governmental Authority to renew or extend any license, permit, franchise or other authorization, and (iv) any dispute between the Borrower or any Subsidiary and any Governmental Authority, which lapse, termination, refusal or dispute, referred to in clause (ii), 5.18(a(iii) and 6.5 and setting forth in reasonable detail or (iv) above, could reasonably be expected to have a Material Adverse effect; (g) Prompt written notice of the calculations required to establish the compliance by the Borrower with Sections 5.16(b)occurrence of (i) each Default, 5.18(a(ii) and 6.5 each Event of Default and (iii) stating whether each Material Adverse change; (h) Promptly upon receipt thereof, copies of any change audit reports delivered in Argentine GAAP or in connection with the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate7.7(a); (di) promptly after From time to time, such other information regarding the same become publicly available, copies financial position or business of all other periodic the Borrower and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; and (j) Prompt written notice of such other information with documentation required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the PATRIOT Act), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower as from time to its shareholders generally; (e) promptly after any request time may be reasonably requested by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (MCC and the Administrative Agent Borrower shall make available for distribution deliver to each Lender):of the Lenders: (a) as soon as available and in any event within 90 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower the audited Consolidated balance sheet and related MCC, consolidated statements of income, shareholder’s equity retained earnings and cash flows of MCC and its Restricted Subsidiaries (and, separately stated, for the Borrower and its Subsidiaries) for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet of MCC and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Consolidated Subsidiaries Subsidiaries) as of at the end of and for such yearperiod, setting forth, forth in each case, case in comparative form the corresponding consolidated figures for MCC or the Borrower, as applicable, for the corresponding period in the preceding fiscal year (orexcept that, in the case of balance sheets, such comparison shall be to the balance sheetlast day of the prior fiscal year), accompanied by a certificate of a senior financial officer of MCC or the Borrower, as of the end of) the previous fiscal yearapplicable, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect which certificate shall state that such Consolidated said consolidated financial statements fairly present fairly in all material respects the consolidated financial condition and results of operations of MCC and its Restricted Subsidiaries (or of the Borrower and its Consolidated Subsidiaries on a Consolidated basis Subsidiaries), in each case in accordance with Argentine GAAPgenerally accepted accounting principles, approved by consistently applied, as at the shareholders’ meeting end of, and the board of directors of the Borrowerfor, such period (subject to normal year-end audit adjustments); (b) as soon as available and in any event within 45 106 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerMCC, the Consolidated balance sheet and related consolidated statements of income, shareholder’s equity retained earnings and cash flows of MCC and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Consolidated Subsidiaries) for such fiscal year and the related consolidated balance sheet of MCC and its Restricted Subsidiaries for the then elapsed portion (and, separately stated, of the Borrower and its Subsidiaries) as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for (or, in MCC or the case of the balance sheetBorrower, as of applicable, for the end of) the corresponding period or periods of the previous preceding fiscal year, all and accompanied in each case by an opinion thereon of independent certified by a Financial Officer public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the Borrower as presenting fairly in all material respects the consolidated financial condition and results of operations of MCC and its Restricted Subsidiaries (or of the Borrower and its Consolidated Subsidiaries on a Consolidate basis Subsidiaries) as at the end of, and for, such fiscal year in accordance with Argentine GAAPgenerally accepted accounting principles consistently applied, subject to normal as at the end of, and for, such fiscal year-end audit adjustments, in each case, approved by the board of directors of the Borrower; (c) concurrently with any delivery promptly upon their becoming available, copies of financial all registration statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred andregular periodic reports, if a Default has occurredany, specifying which MCC or any of its Subsidiaries shall have filed with the details thereof Securities and Exchange Commission (or any action taken governmental agency substituted therefor) or proposed any national securities exchange and supplied to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether holders of any change in Argentine GAAP 2003 Senior Subordinated Notes or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateother Permitted Indebtedness; (d) promptly after upon the same become publicly availablemailing thereof to the shareholders or members of MCC generally, copies of all other periodic financial statements, reports and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generallyso mailed; (e) promptly (but in any event within five Business Days) following the occurrence thereof, notice of any voluntary or involuntary bankruptcy proceeding filed by or against Xxxxxxx or Holdings; (f) promptly (but in any event within five Business Days) after any request by the Administrative Agent or any Lender, copies senior officer of any detailed audit reports, management letters or recommendations submitted to the board of directors (MCC or the audit committee Borrower knows or has reason to believe that any Default has occurred, a notice of such Default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the board of directors) of action that MCC or the Borrower by independent accountants in connection has taken or proposes to take with respect thereto; and (g) from time to time such other information regarding the accounts financial condition, operations, business or books prospects of the Borrower MCC or any of its SubsidiarySubsidiaries (including, without limitation, any Plan or Multiemployer Plan and any audit reports or other information required to be filed under ERISA) as any Lender or the Administrative Agent may reasonably request. MCC and the Borrower will, respectively, furnish to each Lender, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of a senior financial officer of each of MCC and the Borrower (i) to the effect that no Default has occurred and is continuing (or, if any of them; Default has occurred and is continuing, describing the same in reasonable detail and describing the action that MCC or the Borrower, as applicable, has taken or proposes to take with respect thereto) and (fii) if requested by the Administrative Agent, written information setting forth in reasonable detail (x) the actual application computations necessary to determine whether MCC or the Borrower, as applicable, is in compliance with Sections 2.08(b)(i), 6.02, 6.03, 6.04, 6.05 and 6.06 as of the proceeds from end of the Loans made by the Borrower respective quarterly fiscal period or fiscal year and such other information relating (y) a reconciliation to the Transactions adjustments necessary to take into account the effect of any acquisition or Disposition during the four quarterly fiscal periods ending with the date of such financial statements as contemplated in the Administrative Agent or definitions of “Cash Flow” and “Interest Expense” in Section 1.01, such certificate to include an itemization of the Net Proceeds of any Lender may reasonably requestDisposition received during the relevant reporting period by MCC and its Subsidiaries.

Financial Statements and Other Information. The Borrower will furnish Deliver to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year Fiscal Year, a copy of the annual audited report for such Fiscal Year for the Borrower the audited Consolidated and its Subsidiaries, containing a consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such yearFiscal Year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all in reasonable detail and reported on by independent public accountants of nationally recognized international standing (without a “going concern” or like qualification qualification, exception or exception explanation and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Consolidated Subsidiaries for such Fiscal Year on a Consolidated consolidated basis in accordance with Argentine GAAP, approved GAAP and that the examination by the shareholders’ meeting and the board of directors of the Borrowersuch accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within 45 days after the end of each Fiscal Quarter, beginning with the fiscal quarter ending September 30, 2015, an unaudited consolidated balance sheet of the first three fiscal quarters of each fiscal year Borrower and its Subsidiaries as of the Borrower, end of such Fiscal Quarter and the Consolidated balance sheet and related unaudited consolidated statements of incomeincome or operations, shareholder’s changes in stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal Quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods quarter and the corresponding portion of the Borrower’s previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by a Financial Officer the chief executive officer, chief financial officer, treasurer or controller of the Borrower as presenting fairly in all material respects the financial condition and condition, results of operations operations, stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject only to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any the delivery of the financial statements under referred to in clauses (a) and (b) of this Section 5.1above, a certificate of a Financial Officer Compliance Certificate signed by the principal executive officer or the principal financial officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect theretothen exists, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail calculations demonstrating compliance with the calculations required to establish financial covenants set forth in Article VI, (iii) certifying that as of the compliance date thereof, all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by the Borrower with Sections 5.16(ba Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), 5.18(aexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and 6.5 and as of such earlier date, (iiiiv) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 andAudited Financial Statements, and if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateCompliance Certificate, (v) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be and (vi) if the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (a) and (b) of this Section 5.1 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower. (d) as soon as available and in any event within 60 days after the end of the Fiscal Year, a pro forma budget for the succeeding Fiscal Year, containing (i) an income statement, balance sheet and statement of cash flow of the Borrower and its Restricted Subsidiaries and (ii) a statement of cash flow of the Borrower only; (de) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with the SEC, or with any national securities exchange, or distributed by any the Borrower to its shareholders generally, as the case may be; (ef) as soon as available and in any event within 15 days of the required date for delivery to the applicable state after the end of each fiscal year of the Borrower, annual financial statements of each HMO Subsidiary and Insurance Subsidiary as filed with the applicable HMO Regulator; (g) as soon as available and in any event within 15 days of the required date for delivery to the applicable state after the end of each fiscal quarter of the Borrower, quarterly financial statements of each HMO Subsidiary and Insurance Subsidiary as filed with the applicable HMO Regulator; and (h) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderresults of operations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions Subsidiary as the Administrative Agent or any Lender may reasonably request. If at any time the Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrower may satisfy its obligation to deliver the financial statements referred to in clauses (a) and (b) above by delivering such financial statements by electronic mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided to Borrower from time to time.

Financial Statements and Other Information. The Borrower Company will furnish deliver to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):Agent: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower Company, a copy of the annual audited Consolidated report for such fiscal year for the Company and its Subsidiaries, containing a consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower Company and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Company and its Subsidiaries for such fiscal year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all in reasonable detail and in the case of such consolidated financial statements, reported on by independent public accountants of nationally recognized international standing (without a “going concern” or like qualification or exception exception, and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower Company and its Consolidated Subsidiaries for such fiscal year on a Consolidated consolidated basis in accordance with Argentine GAAP, approved GAAP and that the examination by the shareholders’ meeting and the board of directors of the Borrowersuch accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerCompany, the Consolidated an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, shareholder’s equity income and cash flows of the Borrower Company and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the such fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods quarter and the corresponding portion of the Company’s previous fiscal year, all certified by a Financial Officer the chief financial officer or treasurer of the Borrower Company as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any the delivery of the financial statements under referred to in clauses (a) and (b) of this Section 5.1above, (i) a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M Responsible Officer, (iA) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default has occurred and, if a Default has occurredthen exists, specifying the details thereof and any the action which the Company has taken or proposed proposes to be taken by the Borrower take with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iiiB) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (C) listing each Subsidiary which has changed status from or to a Restricted Subsidiary, Unrestricted Subsidiary or Subsidiary Guarantor and identifying such Subsidiary as such as of the date of such certificate, and (ii) a certificate of a Responsible Officer in the form of Exhibit G (the “Compliance Certificate”) setting forth in reasonable detail calculations demonstrating compliance with Section 6.16; (d) promptly as soon as available and in any event within ninety (90) days after the same become publicly availableend of each fiscal year of each MJV, a copy of the annual audited report for such fiscal year for such MJV, containing a combined or consolidated balance sheet of such MJV as of the end of such fiscal year and the related combined or consolidated statements of income, stockholders’ or partners’ equity and cash flows (together with all footnotes thereto) of such MJV for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by independent public accountants of nationally recognized standing (without a “going concern” or like qualification or exception, and without any qualification or exception as to scope of audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of such MJV for such fiscal year on a combined or consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such combined or consolidated financial statements has been made in accordance with generally accepted auditing standards; provided that the financial statements required under this clause (d) for each MJV shall be in a format substantially similar to the financial statements being provided by the Company to its applicable joint venture partner with respect to such MJV; (e) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of each MJV, an unaudited combined or consolidated balance sheet of such MJV as of the end of such fiscal quarter and the related unaudited combined or consolidated statements of income and cash flows of such MJV for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of such MJV’s previous fiscal year, all certified by the chief financial officer or treasurer of such MJV as presenting fairly in all material respects the financial condition and results of operations of such MJV on a combined or consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the financial statements required under this clause (d) for each MJV shall be in a format substantially similar to the financial statements being provided by the Company to its applicable joint venture partner with respect to such MJV; (f) during the Collateral Period: as soon as available but in any event within 30 days of the end of each calendar month, and at such other times as may be requested by the Administrative Agent, as of the period then ended, a U.S. Borrowing Base Certificate and a Canadian Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the U.S. Borrowing Base and the Canadian Borrowing Base as the Administrative Agent may reasonably request; (g) promptly following any request therefor, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by with the SEC, or any Borrower Governmental Authority succeeding to any or all functions of the SEC, or with any national securities exchange, or distributed by any the Borrower Company to its shareholders generally; (e) promptly after any request by , as the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themcase may be; and (fh) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions results of operations, business affairs, Eligible U.S. Accounts, Eligible U.S. Inventory, Eligible Canadian Accounts, Eligible Canadian Inventory and financial condition of the Company, any Canadian Borrower or any Restricted Subsidiary as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.02(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at xxx.xxxxxx.xxx; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 5.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements and Other Information. The On and after the Acquisition Closing Date, the Borrower will furnish to the Administrative Agent (and which will furnish to the Administrative Agent shall make available for distribution to each Lender):Lenders: (a) as soon as available and in any event within 90 125 days after the end of each fiscal year of the Borrower Parent, the audited Consolidated balance sheet consolidated statement of financial position and related audited consolidated statements of comprehensive income, shareholder’s changes in equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such yearyear for the Parent and its Subsidiaries, and related notes thereto, accompanied by management discussion and analysis, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants any “big four” auditors, other auditors of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as other auditors reasonably acceptable to the scope Administrative Agent, with an unmodified report by such auditors without an emphasis of matter paragraph related to going concern as defined by ISA 570 (or any similar statement under any amended or successor rule as may be adopted by the International Auditing and Assurance Standards Board from time to time) (except to the extent such auditemphasis paragraph results solely from (i) a current maturity of any Indebtedness or (ii) any inability or potential inability to satisfy the covenant under Section 6.12 of the Miami Credit Agreement or any other financial covenant in any agreement, whether at such time or on a future date or in a future period), to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance in all material respects with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerIFRS (except as otherwise disclosed in such financial statements); (b) as soon as available and in any event (i) within 45 days 92 days, after the end of each the second fiscal quarter of the first three fiscal quarters Parent of each fiscal year of the BorrowerParent, the Consolidated balance sheet unaudited consolidated statement of financial position and related unaudited consolidated statements of income, shareholder’s equity comprehensive income and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such six month period of the first two fiscal periods and the then elapsed portion of the fiscal yearyear of the Parent, accompanied by management discussion and analysis, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetstatement of financial position, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a its Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance in all material respects with Argentine GAAPIFRS (except as otherwise disclosed in such financial statements), subject to normal year-end audit adjustmentsadjustments and the absence of footnotes, and (ii) within 45 days (or in the case of the first two such fiscal quarters to occur after the Effective Date, 60 days) after the end of each of the first and third fiscal quarters of each fiscal year of the Parent, in each case, approved by the board unaudited consolidated statement of directors financial position and unaudited consolidated statements of comprehensive income and cash flows as of the Borrowerend of and for such fiscal quarter and the then elapsed portion of the fiscal year for the Parent and its Subsidiaries, accompanied by management discussion and analysis, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of financial position, as of the end of) the previous fiscal year, all certified by its Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance in all material respects with IFRS (except as otherwise disclosed in such financial statements), subject to normal year-end audit adjustments and the absence of footnotes, which quarterly financial statements delivered pursuant to this clause (b)(ii) shall be designated “Private Side Information” and shall only be made available to Private Lenders; (c) concurrently with any the delivery of any financial statements under clauses paragraphs (a) and (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M Compliance Certificate (i) certifying as to whether a Default or an Event of Default has occurred exists and, if a Default has occurredexists, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth reasonably detailed calculations in reasonable detail the calculations required to establish case of financial statements delivered under paragraph (a) above, beginning with the compliance by financial statements for the Borrower with Sections 5.16(b)fiscal year of the Parent ending October 31, 5.18(a) and 6.5 2019, of Excess Cash Flow for such fiscal year and (iii) stating whether any material change in Argentine GAAP IFRS or in the application thereof has occurred since the date of the then most recently delivered audited financial statements referred to that would affect the compliance or non-compliance with any financial ratio or requirement in Section 3.4 this Agreement and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) not later than 120 days after the end of each fiscal year of the Parent (beginning with the fiscal year ending October 31, 2018), a reasonably detailed consolidated budget for the following fiscal year as customarily prepared by management of the Parent for its internal use consistent in scope with the financial statements provided pursuant to Section 5.01(a) setting forth the principal assumptions upon which such budget is based (collectively, the “Projections”), it being understood and agreed that any financial or business projections furnished by any Loan Party (i)(A) are subject to significant uncertainties and contingencies, which may be beyond the control of the Loan Parties, (B) no assurance is given by the Loan Parties that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material and (ii) are not a guarantee of performance; (e) promptly after the same become publicly available, copies of all other shareholder circulars and all material periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements reports and other materials published by the Parent or any Restricted Subsidiary through a Regulatory Information Service pursuant to the Disclosure and Transparency Rules or filed by any Borrower with the UKLA or with any national securities exchange, or distributed by any the Borrower to its shareholders generally; (ef) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection simultaneously with the delivery of each set of consolidated financial statements referred to in Section 5.01(a) or (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themUnrestricted Subsidiaries (if any) from such consolidated financial statements; and (fg) if requested by the Administrative Agentpromptly following any reasonable request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating regarding the operations, business affairs and financial condition of the Parent or any Restricted Subsidiary as the Administrative Agent may reasonably request, including information requested on behalf of any Lender to comply with Section 9.14; provided that none of the Transactions as Parent or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. In the event the Parent changes its fiscal year as permitted pursuant to Section 6.13, notwithstanding anything to the contrary in this Section 5.01, the first accounting period after the Merger for which audited financial statements shall be required shall be for the eighteen (18) month period ending October 31, 2018, and during this extended accounting period, the Borrower shall furnish to the Administrative Agent unaudited financial statements of the type described in Section 5.01(b) for the six (6) month period ended October 31, 2017 and for the six (6) month period ended April 30, 2018, and comparative figures for the corresponding period or periods of the previous year shall not be required. Any financial statement or other document, reports or other materials (to the extent any such financial statement or document, reports or other materials included in materials otherwise published through a Regulatory Information Service pursuant to the Disclosure and Transparency Rules or with the UKLA or with any national securities exchange) required to be delivered pursuant to this Section 5.01 may reasonably requestbe satisfied with respect to such financial statements or other documents, reports or other materials by the publishing of the Parent’s interim financial statements required under Section 5.01(b) through a Regulatory Information Service pursuant to the Disclosure and Transparency Rules or with the UKLA or with any national securities exchange. All financial statements and other documents, reports, proxy statements or other materials required to be delivered pursuant to this Section 5.01 or Section 5.02 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) such financial statements and/or other documents are published through a Regulatory Information Service pursuant to the Disclosure and Transparency Rules or with the UKLA or with any national securities exchange, (ii) on which the Parent posts such documents, or provide a link thereto, on the Parent’s website or (iii) on which such documents are posted on the Parent’s behalf on an Internet or Intranet website, if any, to which the Administrative Agent and each Lender has access (whether a commercial third-party website or a website sponsored by the Administrative Agent and whether or not any such Lender has elected to be a Public Lender), provided that (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission (including Adobe pdf copy)) of such documents (other than pursuant to clauses (a) and (b) of this Section 5.01) to the Administrative Agent and (B) the Borrower shall notify (which notification may be by facsimile or electronic transmission (including Adobe pdf copy)) the Administrative Agent of the posting of any such documents on any website. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements and Other Information. The U.S. Borrower will furnish to the Administrative Agent (and which will promptly furnish such information to the Administrative Agent shall make available for distribution to each LenderLenders in accordance with its customary practice): (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower U.S. Borrower, commencing with the fiscal year ending September 30, 2017, its audited Consolidated consolidated balance sheet and related statements of incomeearnings, shareholder’s shareholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing and reasonably acceptable to the Agent (without a “going concern” or like qualification or exception or exception as to the scope of such audit (other than a “going concern” qualification attributable solely to upcoming maturity under this Agreement)) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP; (b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower commencing with the fiscal quarter ending March 31, 2017, its consolidated balance sheet and related statements of earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on certified by independent public accountants one of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception its Financial Officers as to the scope of such audit) to the effect that such Consolidated financial statements present fairly presenting fairly, in all material respects respects, the financial condition position and results of operations of the U.S. Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower; (c) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. (a) The Borrower will furnish to the Administrative Agent (and the Administrative Agent Company shall make available for distribution deliver to each LenderPurchaser and Existing Preferred Stockholder owning, or committing to purchase under the Purchase Agreement, not less than an aggregate of 5,000,000 shares of Series C’ Preferred Stock, Series D’ Preferred Stock and/or Series E Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such shares): (ai) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the Company, an audited Consolidated balance sheet of the Company as at the end of such year and related audited statements of income, shareholder’s equity income and of cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and Company for such year, setting forthcertified by certified public accountants of established national reputation selected by the Company, and prepared in accordance with generally accepted accounting principles consistently applied; (ii) within 45 days after the end of each case, in comparative form the figures for (or, in the case fiscal quarter of the Company (other than the fourth quarter), an unaudited balance sheet, as sheet of the Company as at the end ofof such quarter, and unaudited statements of income and of cash flows of the Company for such fiscal quarter and for the current fiscal year to the end of such fiscal quarter; (iii) as soon as practicable, but in any event 30 days before the previous end of each fiscal year, all reported a budget and business plan for the next fiscal year, approved by the Board and prepared on a quarterly basis, including projected revenues, expenses and cash positions for such quarters and, promptly after prepared, any other budgets or revised budgets prepared by independent public accountants the Company; (iv) promptly following the end of recognized international standing each of the first three (without a “going concern” or like qualification or exception 3) quarters of each fiscal year of the Company, an updated fully diluted as-converted capitalization table of the Company; (v) such other notices, information and without any qualification or exception as data with respect to the scope of such audit) Company as the Company delivers to the effect holders of its capital stock at the same time it delivers such items to such holders; and (vi) with reasonable promptness, such other information and data as such Purchaser or Existing Preferred Stockholder may from time to time reasonably request. (b) The foregoing financial statements shall be prepared on a consolidated basis if the Company then has any subsidiaries. The financial statements delivered pursuant to clause (ii) of Section 4.3(a) shall be accompanied by a certificate of the chief executive officer and chief financial officer of the Company or, if the Company does not have a chief executive officer or chief financial officer, such other officer of the Company who performs the functions of a chief executive officer or chief financial officer, as applicable, stating that such Consolidated statements have been prepared in accordance with generally accepted accounting principles consistently applied (subject to the absence of footnotes and normal year end audit adjustments and with the understanding that such financial statements will not account for stock-based compensation ordinarily required by generally accepted accounting principles) and fairly present fairly in all material respects the financial condition and results of operations of the Borrower Company at the date thereof and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower; (c) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably requestcovered thereby.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent (and the Administrative Agent who shall make available for distribution promptly furnish a copy to each Lender): (a) as soon as available and available, but in any event within 90 one hundred (100) days after the end of each fiscal year of the Borrower Company (or, if earlier, the 10th day after such financial statements are required to be filed with the SEC), commencing with the fiscal year ending February 28, 2013, the audited Consolidated consolidated balance sheet of the Company and its Consolidated Subsidiaries and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and available, but in any event within 45 fifty-five (55) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany (or, if earlier, the Consolidated 10th day after such financial statements are required to be filed with the SEC), commencing with the first fiscal quarter for which such financial statements were not delivered under the Original Credit Agreement, the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries and related statements of income, shareholder’s equity operations and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowercertain footnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or, except in the case of subclause (ii) below, (b) of this Section 5.1above, (i) a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M G executed by a Financial Officer of the Company (ix) certifying as to whether whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default or an Event of Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto; (y) in the case of any such certificate delivered for any fiscal period ending on or after the Restatement Effective Date, setting forth reasonably detailed calculations demonstrating compliance with Section 6.09 and (z) setting forth a reasonably detailed calculation of the Consolidated Leverage Ratio as of the last day of the period covered by such financial statements; and (ii) certifying except during a Collateral Suspension Period, (x) a Perfection Certificate Supplement or a certificate of a Financial Officer of the compliance by Company stating that there has been no change in the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting information set forth in reasonable detail the calculations required last Perfection Certificate or Perfection Certificate Supplement, as the case may be, most recently delivered to establish the compliance by the Borrower with Sections 5.16(b)Administrative Agent, 5.18(a) and 6.5 and (iiiy) a certificate of a Financial Officer stating whether any change in Argentine GAAP or in that the application thereof Company has occurred since the date of the audited financial statements referred to in complied with Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate5.09; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any failure to comply with Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly after the same become publicly available, copies of all other periodic annual, quarterly and other reports, financial statements (including any adjustments, supplements, notes current reports and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent Company or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection Subsidiary with the accounts or books of the Borrower or any of its SubsidiarySecurities and Exchange Commission, or any audit Governmental Authority succeeding to any or all of any the functions of themsaid Commission; and (f) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered if such statements and information shall have been posted by the Company on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the XXXXX system. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to each Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent (and the Administrative Agent shall make available with sufficient copies for distribution to each Lender): (a) as soon as available and in any event within 90 120 days after the end of each fiscal year of the Borrower the Company, its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M Company (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 Section 6.06 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;; and (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after following any request by therefor, such other information regarding the Administrative Agent operations, business affairs and financial condition of the Company or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative Agentthis Agreement, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request. The Company may at its option satisfy its obligations under Section 5.01(a) and 5.01(b) by delivering copies of its Form 10-K and Form 10-Q filings (or any successor forms), respectively, as filed with the Securities and Exchange Commission for the relevant period; provided that such filings contain the required information and are certified by a Financial Officer of the Company.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Borrower, the audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved GAAP consistently applied (which report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern); provided that the requirements set forth in this clause (a) may be fulfilled by providing to the shareholders’ meeting Administrative Agent and the board of directors Lenders the report of the BorrowerBorrower to the SEC on Form 10-K for the applicable fiscal year; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, adjustments and the absence of footnotes; provided that the requirements set forth in each case, approved this clause (b) may be fulfilled by providing to the board of directors Lenders the report of the BorrowerBorrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1Section, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying that such statements are consistent with the financial statements filed by the Borrower with the SEC, (ii) certifying as to whether the Borrower has knowledge that a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (iiiii) certifying the setting forth reasonably detailed calculations demonstrating compliance by the Borrower with Sections 5.16(b)6.01, 5.18(a) 6.02, 6.04, 6.05 and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 6.07 and (iiiiv) stating whether any change in Argentine GAAP as applied by (or in the application thereof of GAAP by) the Borrower has occurred since the date of the audited financial statements referred to in Section 3.4 Original Effective Date and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) as soon as available and in any event not later than twenty (20) days after the end of each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as of the last day of such accounting period; (e) promptly but no later than one Business Day after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower; (g) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower of its Subsidiaries with the SEC or with any national securities exchange, or distributed by any as the Borrower to its shareholders generallycase may be; (eh) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its SubsidiarySubsidiaries, or any audit compliance with the terms of any of them; and (f) if requested by this Agreement and the Administrative Agentother Loan Documents, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request; (i) within 45 days after the end of each fiscal quarter of the Borrower, a certificate of a Financial Officer of the Borrower certifying that attached thereto is a complete and correct description of all Portfolio Investments as of the date thereof, including, with respect to each such Portfolio Investment, the name of the Borrower or Subsidiary holding such Portfolio Investment, the name of the issuer of such Portfolio Investment and all internal and external valuation reports relating to such Portfolio Investment; (j) promptly at the time of delivery of any Eligible Portfolio Investments, the underwriting memoranda for all underlying Portfolio Investments; (k) promptly upon (i) any Eligible Portfolio Investments being rated 3 or higher using the Proprietary Rating System, (ii) the downgrade of any Eligible Portfolio Investment, or (iii) any material adverse change in the quality of any underlying Portfolio Company, credit monitoring reports relating to such Eligible Portfolio Investment or Portfolio Company, as applicable; (l) to the extent not otherwise provided by the Custodian, within thirty (30) days after the end of each month, updated copies of custody reports (including, to the extent available, an itemized list of each Portfolio Investment held in any Custodian Account owned by the Borrower or any Subsidiary) with respect to any custodian account owned by the Borrower or any of its Subsidiaries; and (m) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section, a certificate of a Financial Officer of the Borrower setting forth the Borrower's good faith estimate of the Required Payment Amount for such taxable year-to-date and any dividends and distributions that the Borrower has made or intends to make in respect thereof.

Financial Statements and Other Information. The Borrower will shall furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):Agent: (a) as soon as available and in any event within 90 thirty (30) days after the end of each calendar month of each fiscal year (excluding the last month of each fiscal quarter and each fiscal year), (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the audited Consolidated balance sheet end of such calendar month, and (ii) the related consolidated statements of income, shareholder’s shareholders’ (or members’) equity and cash flows of the Borrower and its Consolidated Subsidiaries as for such calendar month and the portion of the Borrower’s fiscal year through the end of and for such year, setting forthmonth, in each case, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for (or, the corresponding period in the case of the balance sheet, as of the end of) the previous preceding fiscal year, all reported on by independent public accountants together with (iii) a certificate of recognized international standing a Responsible Officer of the Borrower stating that (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of x) such audit) to the effect that such Consolidated financial statements fairly present fairly in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Consolidated Subsidiaries for the period ended on a Consolidated basis such date have been prepared in accordance with Argentine GAAPGAAP consistently applied, approved by subject to changes resulting from normal, year-end audit adjustments and except for the shareholders’ meeting and the board absence of directors of the Borrowernotes; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (or sixty (60) days, in the case of the Borrower, fourth fiscal quarter) (i) the Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and (ii) the related consolidated statements of income, shareholder’s shareholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries for such quarter and the then elapsed portion of the fiscal yearyear through the end of such fiscal quarter, setting forth in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of in the previous preceding fiscal year, all certified by together with (iii) a Financial certificate of a Responsible Officer of the Borrower as presenting stating that (x) such financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Consolidated Subsidiaries for the period ended on a Consolidate basis such date have been prepared in accordance with Argentine GAAPGAAP consistently applied, subject to normal changes resulting from normal, year-end audit adjustments, in each case, approved by adjustments and except for the board absence of directors of the Borrowernotes; (c) concurrently as soon as available and in any event within one hundred fifty (150) days after the end of each fiscal year (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of Ernst & Young or another firm of independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any delivery “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (d) together with the financial statements under clauses (arequired pursuant to Sections 8.01(b) and (b) of this Section 5.18.01(c), a compliance certificate of a Financial delivered by the chief financial or accounting Responsible Officer of the Borrower as of the end of the applicable accounting period, substantially in the form of Exhibit M E (ia “Compliance Certificate”) certifying as to whether a Default or an Event of Default has occurred andincluding, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments delivered pursuant to any financial statements delivered to the Administrative AgentSection 8.01(c), proxy statements and other materials filed details of any issues that are material that are raised by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generallyBorrower’s auditors; (e) promptly after any request being prepared by the Administrative Agent or Borrower and approved by its Board, a consolidated financial forecast for the Borrower and its Subsidiaries for the fiscal year to which such forecast relates; (f) as soon as available and in any Lenderevent no later than ninety (90) days following the end of each fiscal year of the Borrower, copies of any detailed audit reportsan annual budget (or equivalent) for the Borrower and its Subsidiaries, management letters or recommendations submitted approved by the Borrower’s Board, for the then-current fiscal year, in form reasonably satisfactory to the board of directors (or the audit committee Administrative Agent, accompanied by a certificate of the board of directors) chief financial officer of the Borrower certifying that (i) such budget was prepared by independent accountants the Borrower in connection with good faith and (ii) the accounts Borrower had at the time of preparation of the budget, and at all times thereafter (including on and as of the date of delivery of such budget to the Administrative Agent) has continued to have, a reasonable basis for all assumptions contained in such budget and such budget was prepared in accordance with, and based upon, such assumptions; (g) promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or books any of its Subsidiaries, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which the Borrower may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any such Subsidiary; (h) within five (5) Business Days after delivery, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which the Borrower or any such Subsidiary, or as applicable, may become subject from time to time; (i) the information regarding insurance maintained by the Borrower and its Subsidiaries as required under Section 8.05; (j) as soon as possible and in any audit event within five (5) Business Days after the Borrower obtains knowledge of any Claim related to any Product or inventory involving more than $1,500,000, written notice thereof from a Responsible Officer of themthe Borrower which notice shall include a statement setting forth details of such return, recovery, dispute or claim; (k) within thirty (30) days following the end of each calendar month, evidence satisfactory to the Administrative Agent, based upon the Borrower’s bank account statements, that the Borrower has met its minimum liquidity requirement set forth in Section 10.01; and (fl) if requested by such other information respecting the Administrative Agentoperations, written information setting forth in reasonable detail the actual application properties, business, liabilities or condition (financial and otherwise) of the proceeds from the Loans made by the Borrower and such other information relating each of its Subsidiaries (including with respect to the Transactions Collateral) as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing, in the event that, as a result of a Public Offering by the Borrower, it becomes subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act, the Borrower covenants and agrees that neither the Borrower, nor any other Person acting on its behalf, will provide, or be obligated to provide, the Administrative Agent or any Lender may or their respective representatives or agents with any information that the Borrower reasonably requestbelieves constitutes material non-public information, unless prior thereto such receiving Person shall have confirmed to the Borrower in writing that it consents to receive such information. The Borrower acknowledges and confirms that each Secured Party shall be relying on the foregoing covenant in effecting transactions involving securities of the Borrower.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Borrower (or, in the case of the fiscal year ending December 31, 2017 and December 31, 2018, on or before September 30, 2019), its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for the previous fiscal year, all reported on by Deloitte or another independent public accountant of recognized national standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification, commentary or exception, and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal year in accordance with GAAP and accompanied by a narrative report containing management’s discussion and analysis of the financial position and financial performance for such fiscal year in reasonable form and detail; (b) within forty-five (45) days after the end of each fiscal quarter of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (c) concurrently with any delivery of financial statements under clause (a) or (b) above (collectively or individually, as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowercontext requires, the Consolidated balance sheet and related statements “Financial Statements”), a certificate of income, shareholder’s equity and cash flows a Financial Officer in substantially the form of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for Exhibit D (ori) certifying, in the case of the balance sheetFinancial Statements delivered under clause (b) above, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes, in each case, approved by the board of directors of the Borrower; (c) concurrently with any delivery of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (iii) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (iiiii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b)Section 6.12, 5.18(a) and 6.5 and (iiiiv) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements Financial Statements accompanying such certificate; and (v) containing any update to the most recent Projections delivered to the Administrative Agent; (d) as soon as available, but in any event no later than sixty (60) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Borrower for each quarter of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchangeexchange (other than periodic non-material administrative certifications provided to any national securities exchange electronically), or distributed by any as the Borrower to its shareholders generallycase may be; (eg) promptly following any request therefor, such other information regarding the operations, changes in ownership of Equity Interests, business affairs, operations and financial condition, in each case, of any Loan Party or any Subsidiary, as the Administrative Agent may reasonably request; (h) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directorsdocuments described in Section 101(k)(1) of the Borrower by independent accountants in connection with the accounts or books of ERISA that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of its Subsidiary, ERISA that the Borrower or any audit ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; (i) promptly after any change in the corporate structure of them; andthe Borrower and its Subsidiaries, the Borrower will notify the Administrative Agent thereof; (j) promptly following any request therefor, information and documentation reasonably requested by the Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Following a Qualified Public Offering, documents required to be delivered pursuant to Section 5.01(a), (b) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if requested so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX) or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and shall deliver paper copies of such other information relating documents to the Transactions as the Administrative Agent or any Lender may reasonably requestupon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender): (a) as soon as available Keep proper books and records in any event within 90 days after which true and complete entries shall be made of all dealings or transactions of or in relation to the end of each fiscal year of the Borrower the audited Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower Collateral and its Consolidated Subsidiaries as of the end of and for such year, setting forth, in each case, in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis business in accordance with Argentine GAAPGAAP and Borrower shall furnish or cause to be furnished to Agent, approved by the shareholders’ meeting all to be in form, scope and the board of directors of the Borrower;substance satisfactory to Agent: (bi) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters 3 Fiscal Quarters, quarterly unaudited consolidated financial statements (including in each case balance sheets, statements of each fiscal year income and loss, statements of cash flow and statements of shareholders’ equity with comparisons to projections and same period in previous Fiscal Year), all in reasonable detail, fairly presenting the financial position and the results of the Borrower, the Consolidated balance sheet and related statements operations of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by and through such Fiscal Quarter together with a Financial Officer management discussion of the Borrower as presenting fairly in all material respects the such financial condition position and results of operations of the Borrower in form acceptable to Agent and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved Compliance Certificate duly executed by the board chief financial officer of directors of the Borrower; (cii) concurrently with any delivery within 90 days after the end of each Fiscal Year, audited consolidated financial statements under clauses of Borrower and its Subsidiaries (aincluding in each case balance sheets, statements of income and loss, statements of changes in financial position and statements of shareholders’ equity), and the accompanying notes thereto, including any consolidating worksheets prepared on a quarterly basis in connection therewith, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its Subsidiaries as of the end of and for such Fiscal Year, together with a Compliance Certificate duly executed by the chief financial officer of Borrower and the unqualified opinion of independent chartered accountants, which accountants shall be an independent accounting firm selected by Borrower and acceptable to Agent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its Subsidiaries as of the end of and for the Fiscal Year then ended; (iii) by February 28 of each Fiscal Year or earlier if and when available (including in draft form), projections for such Fiscal Year; and (iv) as Agent may from time to time reasonably request, and provided that Borrower prepares such information in the ordinary course of business, budgets, management letters, forecasts, business plans, cash flows and other information respecting the Collateral and the business of each Credit Party. (b) of this Section 5.1, a certificate of a Financial Officer Notify Agent in writing of the Borrower substantially in the form details of Exhibit M (i) certifying as any loss, damage, investigation, action, suit, proceeding or claim relating to whether a the Collateral or any other property which is security for the Obligations and which would result in any Material Adverse Effect; and (ii) the occurrence of any Event of Default or Default or other event that could reasonably be expected to have a Material Adverse Effect. (c) Promptly after the sending or filing thereof furnish or cause to be furnished to Agent copies of all reports which it sends to its shareholders generally and copies of all reports and registration statements which it files with any securities commission or securities exchange. (d) Authorize and direct, at any time an Event of Default exists or has occurred andand is continuing, if a Default has occurredall accountants or auditors to deliver to Agent, specifying at such Credit Party’s expense, copies of the details financial statements of such Credit Party and each Subsidiary thereof and any action taken reports or proposed to be taken management letters prepared by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP such accountants or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect auditors on behalf of such change on Credit Party or any Subsidiary thereof and to disclose to Agent such information as they may have regarding the financial statements accompanying business of such certificate; (d) promptly Credit Party or Subsidiary. Any documents, schedules, invoices or other papers delivered to Agent may be destroyed or otherwise disposed of by Agent 1 year after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements are delivered to the Administrative Agent), proxy statements and other materials filed except as otherwise designated by any Borrower with any securities exchange, or distributed by any the Borrower such Credit Party to its shareholders generally;Agent in writing. (e) promptly after any request by the Administrative Furnish to Agent all material notices or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants demands in connection with any default under indebtedness permitted to be incurred hereunder either received by it or on its behalf, promptly after the accounts or books of the Borrower or any of its Subsidiaryreceipt thereof, or any audit of any of them; and (f) if requested sent by it or on its behalf, concurrently with the Administrative Agentsending thereof, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender case may reasonably requestbe.

Financial Statements and Other Information. The Borrower and Holdings will furnish to each Agent (and promptly following receipt, each Administrative Agent will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each LenderLenders in its Lender Group): (a) as soon as available and in any event within 90 days after the end of each fiscal year of Holdings and the Borrower, the audited consolidated balance sheet of each of Holdings and the Borrower the audited Consolidated balance sheet and related statements of incomeoperations, shareholder’s shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, in each casecase presented in Dollars, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized international standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries or the Borrower and its Consolidated Subsidiaries consolidated subsidiaries, as applicable, on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings and the Borrower, the Consolidated consolidated balance sheet of each of Holdings and the Borrower and related statements of incomeoperations, shareholder’s shareholders' equity and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, in each case presented in Dollars, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer chief financial officer, principal accounting officer, treasurer or controller of the Borrower Holdings, as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries or the Borrower and its Consolidated Subsidiaries consolidated subsidiaries, as applicable, on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) within 30 days after the end of each fiscal month of Holdings, a summary report setting forth (i) Capital Expenditures, revenue and Consolidated EBITDA, in each case for such fiscal month and the then elapsed portion of the fiscal year and (ii) cash balance, an itemized list of unused borrowing commitments, new cities where services are offered and the Weighted Average Accounts Age, and, on a country-by-country basis, total network route kilometers (segregated between metropolitan and domestic), total fiber kilometers, the number of buildings connected, the number of data internet ports in service, the number of private virtual circuits active, the number of dedicated data and internet customers, and the total number of employees, in each case as of the end of such fiscal month, all certified by one of the Financial Officers as presenting in all material respects such financial information of Holdings and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, subject, to the extent applicable, to normal year-end audit adjustments and the absence of footnotes; (d) concurrently with any delivery of Holdings's financial statements under clauses clause (a) and or (b) above, (i) unaudited consolidating balance sheets as of this Section 5.1the date of such financial statements and the related statements of income and stockholders' equity for the fiscal quarter ending on the date of such financial statements and for the portion of Holdings's fiscal year ended on the date of such financial statements, of (A) the Restricted Subsidiaries in each Project Country, combined (excluding the accounts of Unrestricted Subsidiaries), and (B) the Unrestricted Subsidiaries, combined, and (ii) a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M Officer, (iA) certifying as to whether a Default or an Event of Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (iiB) certifying the setting forth reasonably detailed calculations demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 6.15 through 6.24 and (iiiC) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the Holdings's audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change thereof on the financial statements accompanying such certificate; (de) concurrently with any delivery of financial statements under clause (a) above, a written statement (which may be limited to the extent required by accounting rules or guidelines or the usual practices of such accounting firm) by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of the Loan Documents as they relate to accounting matters, (ii) stating whether, in connection with their audit examination, any Default has come to their attention and, if so, specifying the nature and period of existence thereof and (iii) confirming the calculations set forth in the compliance certificate delivered simultaneously therewith; (f) promptly after the same become becomes available but in any event within 45 days after the end of each fiscal year of Holdings, the Budget with respect to the current fiscal year which shall be in substantially the same format as the Business Plan and which shall have been prepared in good faith and on the basis of reasonable assumptions; (g) promptly after the same becomes publicly available, copies (which may be in electronic format) of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower Loan Party with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Borrower Holdings to its shareholders generally, as the case may be; (eh) reasonably promptly after following any request by the Administrative Agent or any Lendertherefor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business, affairs, financial condition or prospects of any Loan Party, or compliance with the terms of any Loan Document, as the Administrative any Agent or any Lender may reasonably request; (i) promptly after execution thereof, copies of (i) any agreement, instrument or other document evidencing or governing any Permitted Senior Secured Indebtedness or any other Material Indebtedness (other than any fee letters and other related agreements that are subject to express confidentiality agreements restricting disclosure thereof, provided such agreements are customarily subject to such confidentiality agreements), (ii) any Material Contract (which may be redacted to exclude information that the Loan Parties are not permitted to disclose by reason of binding confidentiality obligations imposed on the Loan Parties pursuant to the terms thereof), and (iii) any amendment or modification to any thereof or waiver under any thereof (subject to redaction as provided in clause (ii) above, in the case of amendments, modifications or waivers relating to Material Contracts); (j) promptly after the availability thereof, copies of all amendments to the charter, by-laws or other organizational documents of Holdings, the Borrower or any of the Restricted Subsidiaries (other than ministerial amendments and amendments to give effect to capital increases otherwise permissible under the Loan Documents); and (k) promptly after receipt or availability thereof, copies of all (i) material reports prepared by Holdings, the Borrower or any Restricted Subsidiaries and sent to any Governmental Authority and (ii) written notices, citations or communications concerning any actual, alleged, suspected or threatened material violation or nonrenewal of (A) any material Governmental Approval of Holdings, the Borrower or any of the Restricted Subsidiaries or (B) subject to entering into appropriate confidentiality agreements, any Material Contract.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent who shall make available for distribution promptly furnish a copy to each Lender): (a) as soon as available and available, but in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower Parent, commencing with the fiscal year ending December 31, 2017, the audited Consolidated consolidated balance sheet of the Parent and its Consolidated Subsidiaries and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower Parent and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and available, but in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, commencing with the fiscal quarter ending June 30, 2018, the Consolidated unaudited consolidated balance sheet of the Parent and its Consolidated Subsidiaries and related statements of income, shareholder’s equity operations and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower Parent and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M E executed by a Financial Officer (ix) certifying as to whether whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default or an Event of Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, ; and (iiy) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate6.07; (d) [reserved]; (e) promptly after the same become publicly available, copies of all other periodic annual, quarterly and other reports, financial statements (including any adjustments, supplements, notes current reports and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent Parent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection Subsidiary with the accounts or books of the Borrower or any of its SubsidiarySEC, or any audit Governmental Authority succeeding to any or all of any the functions of themthe SEC; and (f) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of the Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered if such statements and information shall have been posted by the Parent on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the XXXXX system. The Borrower acknowledges that (a) the Administrative Agent will make available information to the Lenders by posting such information on DebtDomain, IntraLinks, Syndtrak, ClearPar, or similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent, its Subsidiaries or their securities) (each, a “Public Lender”). The Borrower agrees to identify that portion of the information to be provided to Public Lenders hereunder as “PUBLIC” and that such information will not contain material non-public information relating to the Parent or its Subsidiaries (or any of their securities).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):the Lenders: (a) as soon as available and available, but in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower Borrower, commencing with the fiscal year ending December 31, 2011, the audited Consolidated consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and available, but in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the Consolidated fiscal quarter ending June 30, 2011, the unaudited consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries and related statements of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer one of the Borrower Borrower’s Financial Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or except in the case of subclause (y) below, (b) of this Section 5.1above, a certificate of substantially in form and substance reasonably acceptable to Administrative Agent and executed by a Financial Officer of the Borrower substantially in the form of Exhibit M (ix) certifying as to whether whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default or an Event of Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto; (y) in the case of any such certificate delivered for any fiscal period ending on or after September 30, (ii) certifying the compliance by the Borrower with Sections 5.16(b)2011, 5.18(a) and 6.5 and setting forth in reasonable detail reasonably detailed calculations demonstrating compliance with Section 6.09 as of the calculations required to establish last day of the compliance period covered by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 such financial statements and (iiiz) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date case of the audited financial statements referred to in Section 3.4 andclause (a) only, if any setting forth a reasonably detailed calculation of the Excess Cash Flow for the ECF Period covered by such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatestatements; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any failure to comply with Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly after the same become publicly available, copies of all other periodic annual, quarterly and other reportscurrent reports and proxy statements filed by the Borrower or any Subsidiary with the SEC, financial statements (including or any adjustments, supplements, notes and amendments Governmental Authority succeeding to any financial statements delivered to or all of the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generallyfunctions of said Commission; (ef) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative Agentthis Agreement, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; (g) not later than ninety (90) days after the start of each fiscal year of the Borrower, (i) the annual business plan of the Borrower and its Subsidiaries for such fiscal year approved by the board of directors of the Borrower, (ii) forecasts prepared by management of the Borrower for each fiscal quarter in such fiscal year and (iii) a projected year-end consolidated balance sheet and income statement and statement of cash flows for the Borrower and (y) a statement of the key assumptions (as determined in good faith by the Borrower) on which such forecasts are based; and (h) simultaneously with the delivery of each set of financial statements referred to in Sections 5.01(a) and 5.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered if such statements and information shall have been posted by the Borrower on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the XXXXX system. The Borrower acknowledges that (a) the Administrative Agent will make available information to the Lenders by posting such information on IntraLinks or similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) (each, a “Public Lender”). The Borrower agrees to identify that portion of the information to be provided to Public Lenders hereunder as “PUBLIC” and that such information will not contain material non-public information relating to the Borrower or its Subsidiaries (or any of their securities).

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Borrower, the audited Consolidated balance sheet consolidated statement of assets and liabilities and related statements of incomeoperations, shareholder’s equity changes in net assets and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved GAAP consistently applied (except as set forth therein); provided that the requirements set forth in this clause (a) may be fulfilled by the shareholders’ meeting and the board of directors filing on a publicly available website of the BorrowerBorrower or the SEC (e.g., “XXXXX”) the report of the Borrower to the SEC on Form 10‑K for the applicable fiscal year; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet consolidated statement of assets and liabilities and related statements of incomeoperations, shareholder’s equity changes in net assets and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheetstatement of assets and liabilities, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied (except as set forth therein), subject to normal year-end audit adjustments, adjustments and the absence of footnotes; provided that the requirements set forth in each case, approved this clause (b) may be fulfilled by the board of directors filing on a publicly available website of the BorrowerBorrower or the SEC (e.g., “XXXXX”) the report of the Borrower to the SEC on Form 10‑Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1Section, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether the Borrower has knowledge that a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by setting forth reasonably detailed calculations to demonstrate whether the Borrower is in compliance with Sections 5.16(b)6.01, 5.18(a) 6.02, 6.04, 6.05 and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b)6.07, 5.18(a) and 6.5 and (iii) stating whether any material change in Argentine GAAP as applied by (or in the application thereof of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements referred delivered pursuant to in Section 3.4 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) providing a reconciliation of any difference between the assets and liabilities of the Borrower and its consolidated Persons presented in such financing statements and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating the financial covenants set forth in Section 6.07 of this Agreement and (v) providing notice of any election of Specified Debt; (d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period; (e) promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof, copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or Board of Directors of the Borrower; (g) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; provided that the requirements set forth in this clause (g) may be fulfilled by filing the same on a publicly available website of the Borrower or distributed by any the SEC (e.g., “XXXXX”) the report of the Borrower to its shareholders generallythe SEC on Form 10‑Q, Form 10-K or Form 8-K, as applicable; (eh) promptly after following any request by the Administrative Agent or any Lendertherefor, copies of (i) any detailed audit reports, management letters documents described in Section 101(k) of ERISA that the Borrower or recommendations submitted any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that the board Borrower or any of directors (its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if the audit committee Borrower or its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the board applicable Plan or Multiemployer Plan, Borrower or its ERISA Affiliates shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of directorssuch documents and notices promptly after receipt thereof; (i) of promptly following any request therefor, such other information regarding the Borrower by independent accountants in connection with the accounts or books operations, business affairs and financial condition of the Borrower or any of its SubsidiarySubsidiaries, or any audit compliance with the terms of any of them; and (f) if requested by this Agreement and the Administrative Agentother Loan Documents, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request; (j) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the proceeds received with respect to such Portfolio Investment representing repayments of principal, and (iii) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties; (k) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment, (i) the aggregate amount of all capitalized paid-in-kind interest for such Portfolio Investment during the most recently ended fiscal quarter and (ii) the aggregate amount of all paid-in-kind interest collected during the most recently ended fiscal quarter; (l) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment, (i) the amortized cost of each Portfolio Investment as of the end of such fiscal quarter, (ii) the fair market value of each Portfolio Investment as of the end of such fiscal quarter, and (iii) the unrealized gains or losses as of the end of such fiscal quarter; (m) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment the change in unrealized gains and losses for such quarter. Such schedule will report the change in unrealized gains and losses with respect to each Portfolio Investment by showing the unrealized gain or loss for each Portfolio Investment as of the last day of the preceding fiscal quarter compared to the unrealized gain or loss for such Portfolio Investment as of the last day of the most recently ended fiscal quarter; and (n) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule setting forth any subsidiary that is consolidated on such financial statements but is excluded as a “Subsidiary” for purposes of this Agreement pursuant to the second sentence of the definition thereof. Notwithstanding anything to contrary contained herein, the Borrower shall not be required to provide any documents or other information pursuant to Section 5.01(i) if (i) the provision thereof would, or would reasonably be expected to, (x) result in the loss of attorney-client privilege and (y) result in a breach, default or termination of any contractual obligation binding on the Borrower or any of its Subsidiaries or (ii) such document or information consists of attorney work product or contains proprietary information or trade secrets; provided that the Borrower shall notify the Administrative Agent that it is withholding such document or other information in accordance with this sentence.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent who shall make available for distribution promptly furnish a copy to each Lender): (a) as soon as available and available, but in any event within 90 one hundred (100) days after the end of each fiscal year of the Borrower (or, if earlier, the 10th day after such financial statements are required to be filed with the SEC), commencing with the fiscal year ending February 28, 2013, the audited Consolidated consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and available, but in any event within 45 fifty-five (55) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, if earlier, the Consolidated 10th day after such financial statements are required to be filed with the SEC), commencing with the fiscal quarter ending May 31, 2012, the unaudited consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries and related statements of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition position and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or, except in the case of subclause (ii) below, (b) of this Section 5.1above, (i) a certificate substantially in the form of Exhibit G executed by a Financial Officer of the Borrower substantially in the form of Exhibit M (ix) certifying as to whether whether, to the knowledge of such Financial Officer after reasonable inquiry, a Default or an Event of Default has occurred and is continuing and, if a Default has occurredso, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto; (y) in the case of any such certificate delivered for any fiscal period ending on or after May 31, 2012, setting forth reasonably detailed calculations demonstrating compliance with Section 6.09 and (z) setting forth a reasonably detailed calculation of the Consolidated Leverage Ratio as of the last day of the period covered by such financial statements; and (ii) certifying the compliance by (x) a Perfection Certificate Supplement or a certificate of a Financial Officer of the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting stating that there has been no change in the information set forth in reasonable detail the calculations required last Perfection Certificate or Perfection Certificate Supplement, as the case may be, most recently delivered to establish the compliance by Administrative Agent, and (y) a certificate of a Financial Officer stating that the Borrower has complied with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate5.09; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any failure to comply with Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines or by such accounting firm’s professional standards and customs of the profession); (e) promptly after the same become publicly available, copies of all other periodic annual, quarterly and other reports, financial statements (including any adjustments, supplements, notes current reports and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its SubsidiarySubsidiary with the Securities and Exchange Commission, or any audit Governmental Authority succeeding to any or all of any the functions of themsaid Commission; and (f) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered if such statements and information shall have been posted by the Borrower on its website or shall have been posted on IntraLinks or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the XXXXX system. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Ernst and Young, LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, if earlier, by the Consolidated date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower Borrower, substantially in the form of Exhibit M G hereto, (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 Section 6.10 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) Intentionally Omitted; (e) as soon as available, but in any event not more than thirty (30) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Borrower to its shareholders generally;, as the case may be; and (eg) promptly after following any reasonable request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative Agentthis Agreement, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to clauses (a), (b), and, solely with respect to those items (such as 8-Ks and proxy statements) that are publicly available on the SEC’s Electronic Data Gathering and Retrieval System, clause (f) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent, which documents may be provided by facsimile or by e-mail in .pdf format (to such e-mail address as the Administrative Agent may provide to the Borrower).

Financial Statements and Other Information. The Borrower Company will maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as As soon as available and and, in any event event, within 90 120 days after the end close of each fiscal year year, a copy of (i) the balance sheet as of the Borrower end of such fiscal year, of the audited Company on a Consolidated balance sheet basis, and (ii) the related statements of income, cash flows and shareholder’s equity and cash flows for such fiscal year, of the Borrower and its Company on a Consolidated Subsidiaries as of the end of and for such yearbasis, setting forth, forth in each case, case in comparative form the corresponding figures for (or, in the case respect of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception in reasonable detail, and without any qualification or exception as to accompanied by, in the scope case of such audit) to Consolidated financial statements, a report of the effect Accountants, which report shall state that such Consolidated financial statements fairly present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries Company on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as As soon as available available, and in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for a copy of (or, in the case of i) the balance sheet, as of the end ofof such quarter, of the Company on a Consolidated basis and (ii) the corresponding period or periods related statements of income, cash flows and shareholder’s equity of the previous Company on a Consolidated basis for (x) such quarter, and (y) the period from the beginning of the then current fiscal year to the end of such quarter, in each case in comparative form with the prior fiscal year, all certified by in reasonable detail and prepared in accordance with GAAP (without footnotes and subject to year‑end adjustments), together with a Financial Officer certificate of the Borrower as presenting a Responsible Officer, which certificate shall state that all such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidate basis and have been prepared in accordance with Argentine GAAP, GAAP (but without footnotes and subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower); (c) concurrently with any delivery Within 60 days after the end of financial statements under clauses each of the first three fiscal quarters of each fiscal year, and within 120 days after the close of each fiscal year, (ai) and (b) of this Section 5.1, a certificate of a Financial Responsible Officer certifying that to the best of the Borrower substantially in the form of Exhibit M (i) certifying as to whether his or her knowledge no condition or event has occurred which would constitute a Default or an Event of Default has occurred andDefault, or if a Default has occurredso, specifying in such certificate all such violations, conditions and events and the details nature and status thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b)a Compliance Certificate, 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date as of the audited financial statements referred to in Section 3.4 andend of each of the first three fiscal quarters of each fiscal year and the end of each fiscal year, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertified by a Responsible Officer; (d) promptly after Prompt written notice of: (i) any citation, summons, subpoena, order to show cause or other order naming the same become publicly available, copies Company or any of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments its Subsidiaries a party to any financial statements delivered proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, (ii) any lapse or other termination of any license, permit, franchise or other authorization issued to the Administrative AgentCompany or any of its Subsidiaries by any Governmental Authority, (iii) any refusal by any Governmental Authority to renew or extend any license, permit, franchise or other authorization, and (iv) any dispute between the Company or any of its Subsidiaries and any Governmental Authority, which lapse, termination, refusal or dispute, referred to in clause (ii), proxy statements and other materials filed by any Borrower with any securities exchange(iii) or (iv) above, or distributed by any the Borrower could reasonably be expected to its shareholders generallyhave a Material Adverse effect; (e) promptly after Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse effect; (f) Upon a Responsible Officer becoming aware thereof, prompt written notice that a material contribution required to be made to any Foreign Pension Plan has not been timely made, the failure of which would reasonably be expected to have a Material Adverse effect; (g) Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of (i) each Default, (ii) each Event of Default, (iii) each Material Adverse change and (iv) a Change of Control; and (h) Promptly upon request by therefor, such other information and reports regarding the business, condition (financial or otherwise), property or operations of the Company and its Subsidiaries, as the Administrative Agent or any Lender, copies through the Administrative Agent, at any time or from time to time may reasonably request (it being understood that the Company and its Subsidiaries shall not be required to provide any information which is subject to confidentiality restrictions, the nature of any detailed audit reports, management letters which prohibit such disclosure notwithstanding the provisions of Section 11.07 hereof). Documents required to be delivered pursuant to Section 6.07(a) or recommendations submitted (b) (to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants extent any such documents are included in connection materials otherwise filed with the accounts or books of SEC) may be delivered electronically and shall be deemed to have been delivered on the Borrower or any of its Subsidiarydate (i) on which the Company posts such documents, or any audit of any of themprovides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; and or (fii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if requested any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent, written information setting forth in reasonable detail ); or (iii) on which the actual application of Company posts such documents at xxx.xxx.xxx; provided that: the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as Company shall notify the Administrative Agent of the posting of any such documents and provide to the Administrative Agent, at its request, by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of copies of the documents referred to above. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any Lender of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may reasonably requestbe engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements and Other Information. The Borrower It will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender): the Lenders: (a) as soon as available and in any event within 90 thirty-five (35) days after the end of each fiscal year month prior to a Qualified Public Offering, the consolidated balance sheet of the Borrower Obligors as of the audited Consolidated balance sheet end of each such month, and the related consolidated statements of income, shareholder’s equity income and cash flows of the Borrower Obligors for such month and its Consolidated Subsidiaries as the portion of the fiscal year through the end of such month, all in reasonable detail and for such year, setting forth, in each case, forth in comparative form the figures for (or, the corresponding period in the case of the balance sheet, as of the end of) the previous preceding fiscal year, all reported on by independent public accountants together with a certificate of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope Responsible Officer of such audit) to the effect Borrower stating that such Consolidated financial statements fairly present fairly in all material respects the financial condition of the Obligors as at such date and the results of operations of the Borrower Obligors for the period ended on such date and its Consolidated Subsidiaries on a Consolidated basis have been prepared substantially in accordance with Argentine GAAPGAAP consistently applied, approved by subject to changes resulting from normal, quarterly or year-end adjustments and except for the shareholders’ meeting and the board absence of directors of the Borrower; notes; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year year, the consolidated balance sheet of the BorrowerObligors as of the end of such quarter, and the Consolidated balance sheet and related consolidated statements of income, shareholder’s equity income and cash flows of the Borrower Obligors for such quarter and its Consolidated Subsidiaries for the then elapsed portion of the fiscal yearyear through the end of such quarter, all in reasonable detail and setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of in the previous preceding fiscal year, all certified by together with (i) a Financial certificate of a Responsible Officer of the Borrower as presenting stating that such financial statements fairly present in all material respects the financial condition of the Obligors as at such date and the results of operations of the Borrower Obligors for the period ended on such date and its Consolidated Subsidiaries on a Consolidate basis have been prepared substantially in accordance with Argentine GAAPGAAP consistently applied, subject to changes resulting from normal quarterly or year-end audit adjustments, in each case, approved by adjustments and except for the board absence of directors footnotes and (ii) a management’s discussion and analysis of the financial condition and results of operations, including the Obligors’ liquidity and capital resources; provided that, if the Borrower is a Publicly Reporting Company, the Borrower; (c) concurrently ’s filing of a Quarterly Report on Form 10-Q with any delivery of financial statements under clauses (a) and (b) the SEC shall be deemed to satisfy the requirements of this Section 5.1, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i8.01(b) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since on the date of on which such report is first available via the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateSEC’s XXXXX system or a successor system related thereto; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent (and the Administrative Agent which shall make available for distribution promptly provide to each Lender): (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Company, the audited Consolidated consolidated balance sheet sheets and related audited consolidated statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, in each case as of the end of and for such fiscal year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) in an audit report to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, the Consolidated unaudited consolidated balance sheet sheets and related unaudited statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower Company and its Consolidated Subsidiaries for the then elapsed portion Subsidiaries, in each case as of the end of and for such fiscal yearquarter, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all in each case certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) (I) concurrently with any delivery of financial statements under clauses paragraph (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of in form reasonably satisfactory to the Borrower substantially in the form of Exhibit M Administrative Agent (i) certifying as to whether a Default or an Event of that no Default has occurred andor, if such a Default has occurred, specifying the details nature and extent thereof and any corrective action taken or proposed to be taken by the Borrower with respect thereto, thereto and (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth computations in reasonable detail demonstrating compliance with the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 covenants contained in Section 6.04 and (iiiII) stating whether concurrently with any change delivery of financial statements under paragraph (a) above, a certificate of a Financial Officer in Argentine GAAP or in form reasonably satisfactory to the application thereof has occurred since Administrative Agent specifying any changes to the date list of Designated Subsidiaries as of the audited last day of the fiscal period to which such financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificaterelate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Company with the SEC, any Borrower with Governmental Authority succeeding to any or all of the functions of the SEC or any U.S. national securities exchange, or distributed by any the Borrower to its shareholders generally, as the case may be; (e) promptly after any request by promptly, such additional information regarding the Administrative Agent business, financial or corporate affairs of the Company or any Lender, copies Designated Subsidiary (including information required to comply with “know your customer” or similar identification requirements of any detailed audit reportsLender), management letters or recommendations submitted to compliance with the board of directors (or the audit committee terms of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its SubsidiaryLoan Documents, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may from time to time reasonably request; and (f) promptly, any amendments to the Draft Registration Statement submitted by the Company to the SEC. Documents required to be delivered pursuant to Section 5.01(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically by posting on an Internet website, and, if so delivered, shall be deemed to have been furnished by the Company to the Administrative Agent (and by the Administrative Agent to the Lenders) on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX) or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access without charge (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies and (B) the Company shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents delivered pursuant to Section 5.01(a) or (b). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements and Other Information. The Borrower will shall furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related Consolidated statements of income, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP applied on a consistent basis and certified by independent public accountants of nationally recognized standing; (b) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the audited Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, in each case, in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the a Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Subsidiaries as of the end of such quarter and the related Consolidated Subsidiaries statement of income for such quarter and for the portion of the Borrower’s fiscal year then elapsed ended, and the related Consolidated statements of cash flows and changes in shareholders’ equity for the portion of the fiscal yearyear then ended, in each case setting forth in each case in comparative form form, as applicable, the figures for (or, in the case corresponding quarter and the corresponding portion of the balance sheet, as of the end of) the corresponding period or periods of the Borrower’s previous fiscal year, all in reasonable detail and duly certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, (subject to normal year-end audit adjustments, in each case, approved adjustments and the absence of footnotes) by the board of directors chief financial officer of the BorrowerBorrower as having been prepared in accordance with GAAP applied on a consistent basis; (c) concurrently with any the delivery of the financial statements under information pursuant to clauses (a) and (b) of this Section 5.1above, a compliance certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M C hereto, executed by the chief financial or accounting officer of the Borrower, (i) certifying as to whether a the best of his knowledge, that no Default or an Event of Default has occurred andand is continuing or, if a Default or Event of Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, thereto and (ii) certifying the showing compliance by the Borrower with Sections 5.16(b), 5.18(a) 5.5 and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate6.6; (d) promptly after upon the same become publicly availableBorrower’s or any Guarantor’s obtaining knowledge of any Default or Event of Default, copies a certificate of all other periodic and other reports, the chief financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any officer of the Borrower to its shareholders generallysetting forth the details thereof; (e) promptly after upon any request by Loan Party entering into any Indebtedness in excess of the Administrative Agent or any Lenderequivalent of U.S.$40,000,000, copies of any detailed audit reports, management letters the transaction documents related to such Indebtedness; (f) from time to time such additional information regarding the financial condition or recommendations submitted to the board of directors (or the audit committee of the board of directors) business of the Borrower and the Material Subsidiaries as the Lender may reasonably request; provided that the Borrower shall not be required to provide pursuant to this Section 5.1(f) any information that (x) is subject to attorney-client or similar privilege or constitutes attorney work product, (y) is a confidential or proprietary trade secret or (z) is commercially strategic information (as determined in good faith by independent accountants in connection with the accounts Borrower); and (g) within five Business Days from any Loan Party’s obtaining knowledge thereof, notice of (i) any breach or books non-performance of, or any default under, a contractual obligation of the Borrower or any of its SubsidiaryMaterial Subsidiary thereof; (ii) the commencement of, or any audit material development in, any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Material Subsidiary thereof and any Governmental Authority, including relating to tax events and liabilities; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Material Subsidiary thereof, including pursuant to any applicable Environmental Laws, in each case, only if such event or development has resulted or would reasonably be expected to result in a Material Adverse Effect. Each notice pursuant to Section 5.1(d) or (g) shall be accompanied by a statement of the chief financial officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower and/or the applicable Subsidiary has taken and proposes to take with respect thereto and, if applicable, shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. Documents required to be delivered pursuant to Section 5.1(a) or 5.1(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s Web site on the Internet at the website address provided to the Lender pursuant to Section 9.4, or (ii) on which such documents are posted on the Guarantor’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender); provided that the Borrower shall notify the Lender (by telecopier or electronic mail) of the posting of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably requestdocuments.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 100 days after the end of each fiscal year of the Borrower the Borrower, its audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated the Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAPGAAP consistently applied; provided, approved by the shareholders’ meeting and the board of directors however, that delivery of the Borrower’s Form 10–K Report filed with the SEC, including a copy of the Borrower’s Annual Report for such year, shall be deemed to satisfy the requirements of this Section 5.01(a), provided that such Form 10–K Report contains the financial statements and accountants report required pursuant to this Section 5.01(a); (b) as soon as available and in any event within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated its consolidated balance sheet and related statements of income, shareholder’s equity operations and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated the Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; provided, in each casehowever, approved by the board of directors that delivery of the Borrower’s Form 10–Q Report filed with the SEC shall be deemed to satisfy the requirements of this Section 5.01(b), provided that such Form 10–Q Report contains the financial statements required pursuant to this Section 5.01(b); (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the setting forth reasonably detailed calculations demonstrating compliance by the Borrower with Sections 5.16(b)6.11, 5.18(a) 6.12 and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 6.13 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Borrower to its shareholders generally;, as the case may be; and (e) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative Agentthis Agreement, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Borrower, the audited Consolidated balance sheet consolidated statement of assets and liabilities and related statements of incomeoperations, shareholder’s equity changes in net assets and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved GAAP consistently applied; provided that the requirements set forth in this clause (a) may be fulfilled by providing to the shareholders’ meeting Administrative Agent and the board of directors Lenders the report of the BorrowerBorrower to the SEC on Form 10-K for the applicable fiscal year; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet consolidated statement of assets and liabilities and related statements of incomeoperations, shareholder’s equity changes in net assets and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheetstatement of assets and liabilities, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, adjustments and the absence of footnotes; provided that the requirements set forth in each case, approved this clause (b) may be fulfilled by providing to the board of directors Lenders the report of the BorrowerBorrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1Section, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether the Borrower has knowledge that a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the setting forth reasonably detailed calculations demonstrating compliance by the Borrower with Sections 5.16(b)6.01, 5.18(a) 6.02, 6.04, 6.05 and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b)6.07, 5.18(a) and 6.5 and (iii) stating whether any material change in Argentine GAAP as applied by (or in the application thereof of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements referred delivered pursuant to in Section 3.4 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) providing a reconciliation of any difference between the assets and liabilities of the Borrower and its consolidated Persons presented in such financing statements and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating the financial covenants set forth in Section 6.07 of this Agreement and (v) providing notice of any election of Specified Debt; (d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period; (e) promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof, copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or Board of Directors of the Borrower; (g) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by the Borrower or any Borrower of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any as the Borrower to its shareholders generallycase may be; (eh) promptly after following any request by the Administrative Agent or any Lendertherefor, copies of (i) any detailed audit reports, management letters documents described in Section 101(k) of ERISA that the Borrower or recommendations submitted any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that the board Borrower or any of directors (its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if the audit committee Borrower or its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the board applicable Plan or Multiemployer Plan, Borrower or its ERISA Affiliates shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of directorssuch documents and notices promptly after receipt thereof; (i) of promptly following any request therefor, such other information regarding the Borrower by independent accountants in connection with the accounts or books operations, business affairs and financial condition of the Borrower or any of its SubsidiarySubsidiaries, or any audit compliance with the terms of any of them; and (f) if requested by this Agreement and the Administrative Agentother Loan Documents, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the Administrative Agent or any Lender may reasonably request; (j) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the proceeds received with respect to such Portfolio Investment representing repayments of principal, and (iii) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties; (k) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment, (i) the aggregate amount of all capitalized paid-in-kind interest for such Portfolio Investment during the most recently ended fiscal quarter and (ii) the aggregate amount of all paid-in-kind interest collected during the most recently ended fiscal quarter; (l) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment, (i) the amortized cost of each Portfolio Investment as of the end of such fiscal quarter, (ii) the fair market value of each Portfolio Investment as of the end of such fiscal quarter, and (iii) the unrealized gains or losses as of the end of such fiscal quarter; (m) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment the change in unrealized gains and losses for such quarter. Such schedule will report the change in unrealized gains and losses with respect to each Portfolio Investment by showing the unrealized gain or loss for each Portfolio Investment as of the last day of the preceding fiscal quarter compared to the unrealized gain or loss for such Portfolio Investment as of the last day of the most recently ended fiscal quarter; and (n) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule setting forth any subsidiary that is consolidated on such financial statements but is excluded as a “Subsidiary”for purposes of this Agreement pursuant to the second sentence of the definition thereof.

Financial Statements and Other Information. The Lead Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):Agent: (a) as soon as available and in any event within 90 Within one hundred twenty (120) days after the end of each fiscal year Fiscal Year of the Borrower Parent, the audited Consolidated balance sheet and related statements of incomeoperations, shareholder’s equity and Consolidated statements of cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such yearyear for (x) the Parent and its Subsidiaries, and (y) the Lead Borrower and its Subsidiaries, setting forth, forth in each case, in comparative form form, the Consolidated figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all audited and reported on by independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception (other than solely with respect to, or resulting solely from, an upcoming maturity date under any Indebtedness occurring within 12 months of the end of such Fiscal Year) and without any a qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its Subsidiaries, or the Lead Borrower and its Consolidated Subsidiaries Subsidiaries, as applicable, in each case on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as soon as available and in any event within 45 Within sixty (60) days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Lead Borrower, the unaudited Consolidated balance sheet and related statements of incomeoperations, shareholder’s equity and Consolidated statements of cash flows of for (i) the Lead Borrower and its Consolidated Subsidiaries, (ii) the Lead Borrower and its Subsidiaries (other than the Canadian Borrower and its Subsidiaries), and (iii) the Canadian Borrower and its Subsidiaries, as of the end of and for such Fiscal Quarter (other than in the then case of statements of cash flows) and the elapsed portion of the fiscal yearFiscal Year, setting forth in each case case, in comparative form the Consolidated figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal yearFiscal Year, all certified by a Financial Officer one of the Borrower Lead Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Loan Parties and its Consolidated their Subsidiaries on a Consolidate Consolidated basis in accordance with Argentine GAAP, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes, and, in addition, separate financial statements for each casebusiness segment identified on, approved by the board of directors of the Borrowerand as required by, Schedule 5.01(b) hereto; (c) concurrently Within thirty (30) days after the end of each Fiscal Month of the Lead Borrower and its Subsidiaries, such reports as are prepared by the Loan Parties’ management for their own use, including the Consolidated balance sheet and related statements of operations, and Consolidated statements of cash flows for (i) the Lead Borrower and its Subsidiaries, (ii) the Lead Borrower and its Subsidiaries (other than the Canadian Borrower and its Subsidiaries), and (iii) the Canadian Borrower and its Subsidiaries, with respect to (A) the balance sheet and statement of operations, as of the end of and for such Fiscal Month and the elapsed portion of the Fiscal Year, and (B) the statements of cash flow, for the elapsed portion of the Fiscal Year, setting forth in each case, in comparative form the Consolidated figures for the previous Fiscal Year, all certified by one of the Lead Borrower’s Financial Officers as agreeing to the Lead Borrower’s books and records and presenting in all material respects the financial condition and results of operations of the Loan Parties and their Subsidiaries on a Consolidated basis, and, in addition, separate financial statements for each business segment identified on, and as required by, Schedule 5.01(b) hereto; (d) Concurrently with any delivery of financial statements under clauses (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Lead Borrower substantially in the form of Exhibit M J hereto (a “Compliance Certificate”) (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying setting forth reasonably detailed calculations with respect to the compliance by the Borrower with Sections 5.16(bMonthly Excess Availability for such period, (iii) without duplication of calculations described in clause (ii), 5.18(a) and 6.5 and setting forth in reasonable detail reasonably detailed calculations with respect to compliance with the calculations required provisions of SECTION 6.10, to establish the compliance by extent then applicable, (iv) detailing all Store openings and Store closings during the Borrower with Sections 5.16(b)immediately preceding fiscal period, 5.18(a) and 6.5 and (iiiv) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the Lead Borrower’s most recent audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateCompliance Certificate; (de) Within ninety (90) days after the commencement of each Fiscal Year of the Loan Parties, a detailed, Consolidated budget by month for the applicable Fiscal Year for the Lead Borrower and its Subsidiaries and including a projected Consolidated income statement, balance sheet, statement of cash flow, Domestic Availability and, Canadian Availability and Incremental Availability, in each case by month, and promptly when available, any revisions to such budget resulting from any Permitted Acquisition, Permitted Disposition or other transaction, the effect of which would reasonably be expected to change the projected Consolidated EBITDA of the Loan Parties in any Fiscal Year by 20% or more; (f) The Lead Borrower will furnish to the Administrative Agent a certificate in the form of Exhibit K (a “Borrowing Base Certificate”) showing the Tranche A Borrowing Base and, the Canadian Borrowing Base (reflected both in CD$ and the Equivalent Amount) and Incremental Availability, each Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Lead Borrower by a Financial Officer of the Lead Borrower, as follows: (i) On or prior to the 10th Business Day of each fiscal month, the Lead Borrower shall furnish a Borrowing Base Certificate as of the last day of the immediately preceding fiscal month; (ii) Upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, the Lead Borrower shall furnish a Borrowing Base Certificate (which shall roll forward the Loan Parties’ Inventory, credit card receivables and Credit Extensions) on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; (iii) If there are Loans then outstanding, the Lead Borrower shall also furnish a Borrowing Base Certificate within five (5) Business Days after December 15 of each year (which shall roll forward the Loan Parties’ Inventory, credit card receivables and Credit Extensions), as of the close of business on the immediately preceding Saturday; (iv) Upon the sale or other disposition of Collateral of any Loan Party included in the Tranche A Borrowing Base or, the Canadian Borrowing Base or Incremental Availability outside of the ordinary course of business, (A) if the Loan Parties are not in compliance with the provisions of SECTION 6.10 hereof either before or after giving effect to such sale or disposition and the Net Proceeds therefrom are in excess of $25,000,000 or (B) if the Net Proceeds are in excess of $50,000,000, the Lead Borrower shall also furnish an updated Borrowing Base Certificate promptly upon the receipt of the Net Proceeds from such Prepayment Event; and (v) The Borrowers may, at their option, elect to furnish the Administrative Agent with a Borrowing Base Certificate on a more frequent basis than is otherwise required pursuant to this SECTION 5.01(f); provided that, if the Borrowers elect to deliver a Borrowing Base Certificate on a more frequent basis than is required by the other provisions of this SECTION 5.01(f), then the Lead Borrower shall continue to furnish a Borrowing Base Certificate on such basis from the date of such election through the remainder of the Fiscal Year in which such election was made. (g) Promptly after the same become publicly available, copies of (i) all other material periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower Loan Party with the SEC or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be, and (ii) SEC Forms 10K and 10Q for the Parent (for so long as the Parent is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended); provided that no such delivery shall be required hereunder with respect to each of the foregoing to the extent that such are publicly available via XXXXX or distributed by any another publicly available reporting system and the Lead Borrower to its shareholders generallyhas advised the Administrative Agent of the filing thereof; (eh) promptly after any request by the Administrative Agent or any LenderPromptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations all material reports submitted to the board of directors (or the audit committee of the board of directors) of the Borrower any Loan Party by independent certified public accountants in connection with each annual, interim or special audit of the accounts or books of the Borrower Loan Parties or any of its Subsidiarytheir Subsidiaries made by such accountants, including any management letter commenting on the Loan Parties’ internal controls submitted by such accountants to management in connection with their annual audit (and, with respect to any event described in this clause (h), a calculation of the Excess Cash Flow for such period); (i) The financial and collateral reports described on Schedule 5.01(i) hereto, at the times set forth in such Schedule; (j) A detailed summary of the Net Proceeds received from any Prepayment Event resulting in Net Proceeds of $50,000,000 or any audit more (or in respect of which prior notice was given or required to be given under clause (k) , below) within five (5) Business Days after receipt of such Net Proceeds (other than from sales of Inventory in the ordinary course of business); provided that, prior to the occurrence and continuance of a Cash Dominion Event, such summary shall be required to be furnished only with respect to Prepayment Events arising from a Permitted Disposition of the type described in clauses (b), (r), and (s) of such definition; (k) Notice of any intended sale or other disposition of themCollateral of any Loan Party included in the Tranche A Borrowing Base or, the Canadian Borrowing Base or Incremental Availability outside of the ordinary course of business, (i) if a Cash Dominion Event then exists, (ii) if the Loan Parties are not in compliance with the provisions of SECTION 6.10 hereof either before or after giving effect to such sale or disposition and the Net Proceeds therefrom are in excess of $25,000,000 or (iii) if the Net Proceeds of which exceeds $50,000,000, in each case at least five (5) Business Days prior to the date of consummation such sale or disposition; and (fl) if requested by the Administrative AgentPromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of any Loan Party as the Administrative any Agent or any Lender may reasonably requestrequest (other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of the Loan Parties to any other Person). At the request of the Lead Borrower and with the consent of the Administrative Agent, not to be unreasonably withheld, any of the delivery requirements relating to written financial information set forth in this SECTION 5.01 may be satisfied by either (x) the Borrowers’ posting such information in electronic format readable by the Administrative Agent and the Lenders to a secure address on the world wide web (the “Informational Website”) which is accessible by the Administrative Agent and the Lenders or (y) the Borrowers’ delivering such financial information in electronic format to the Administrative Agent and the Administrative Agent’s posting such information to an Informational Website. The accommodation provided by the foregoing sentence shall not impair the right of the Administrative Agent, or any Lender through the Administrative Agent, to request and receive from the Borrowers physical delivery of specific financial information provided for in this SECTION 5.01. The Lead Borrower shall give the Administrative Agent and each Lender (or, if applicable, the Administrative Agent shall give each Lender) written or electronic notice each time any information is delivered by posting to the Informational Website. Except to the extent such Informational Website is established and maintained by the Administrative Agent, the Loan Parties shall be responsible for and shall bear all risk associated with establishing and maintaining the security and confidentiality of the Informational Website and the information posted thereto.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the Guarantor, an audited Consolidated consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders' equity and cash flows of the Borrower Guarantor and its Consolidated consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized international national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Guarantor and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 days after the end of (i) in the case of the Guarantor, each of the first three fiscal quarters of each fiscal year of the Guarantor and (ii) in the case of the Borrower, each fiscal year of the Consolidated Borrower, consolidated balance sheet sheets and related statements of incomeoperations, shareholder’s stockholders' equity and cash flows of the Borrower and its Consolidated the Guarantor and their consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower and the Guarantor as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated the Guarantor and their consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in and the form of Exhibit M Guarantor (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the reasonably detailed calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 Section 6.1 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials (other than routine monthly reports on Form 8-K filed by Block Mortgage Finance, Inc. or routine filings by H&R Block Financial Advisors, Inc. or HRB Financial Services, Inc.) filed by any Borrower Credit Party or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any the Borrower Credit Party to its shareholders generally; (e) promptly after any request by , as the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themcase may be; and (f) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of any Credit Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the First Lien Administrative Agent (and the Administrative Agent shall make available for distribution to Agent, on behalf of each Lender):: (a) as soon as available commencing with the financial statements for the fiscal year ended December 31, 2019, on or before the date that is one hundred and in any event within 90 twenty-five (125) days after the end of each fiscal year of the Borrower the Borrower, audited Consolidated consolidated balance sheet and related audited consolidated statements of operations and comprehensive income, shareholder’s shareholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, and related notes thereto, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by an independent public accountants accountant of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than any exception or explanatory paragraph, but not a qualification, that is expressly and solely with respect to, or expressly and solely resulting from, (A) the Term Maturity Date or the Revolving Maturity Date occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy the Financial Performance Covenant or potential inability to satisfy the Financial Performance Covenant on a future date or in a future period)) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition as of the end of and for such year and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 commencing with the financial statements for the fiscal quarter ended March 31, 2020, on or before the date that is sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated unaudited consolidated balance sheet and related unaudited consolidated statements of operations and comprehensive income, shareholder’s shareholders’ equity and cash flows of the Borrower (and/or its predecessor, as applicable) and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations and cash flows of the Borrower (and/or its predecessor, as applicable) and its Consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowerfootnotes; (c) concurrently simultaneously with any the delivery of each set of consolidated financial statements under referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of this Section 5.1Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred then exists and, if a Default has occurreddoes then exist, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying setting forth reasonably detailed calculations (A) demonstrating compliance with the compliance by Financial Performance Covenant, if applicable and (B) in the case of financial statements delivered under paragraph (a) above and only to the extent the Borrower with Sections 5.16(bwould be required to prepay Term Borrowings pursuant to Section 2.11(d), 5.18(a) and 6.5 and setting forth in reasonable detail beginning with the calculations required to establish financial statements for the compliance by fiscal year of the Borrower with Sections 5.16(b)ending December 31, 5.18(a) and 6.5 2020, of Excess Cash Flow for such fiscal year and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date case of financial statements delivered under paragraph (a) above, setting forth a reasonably detailed calculation of the audited financial statements referred Net Proceeds received during the applicable period by or on behalf of the Borrower or any of its Restricted Subsidiary in respect of any event described in clause (a) of the definition of the term “Prepayment Event” and the portion of such Net Proceeds that has been invested or are intended to be reinvested in accordance with the proviso in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate2.11(c); (de) not later than one-hundred and twenty-five (125) days after the commencement of each fiscal year of the Borrower after December 31, 2015 (or, in the case of the fiscal year commencing on January 1, 2016, on or before the date that is one-hundred and fifty (150) days after the commencement of such fiscal year), a detailed consolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget); provided that the obligations of this paragraph shall be suspended upon and following the filing for an IPO; (f) promptly after the same become publicly available, copies of all other periodic and other reports, financial proxy statements and registration statements (including any adjustments, supplements, notes and other than amendments to any financial statements registration statement (to the extent such registration statement, in the form it became effective, is delivered to the First Lien Administrative Agent), proxy statements and other materials exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by Holdings, any Borrower with any securities exchangeIntermediate Parent, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of its Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary, or any audit compliance with the terms of any of them; and (f) if requested by the Administrative AgentFirst Lien Loan Document, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions as the First Lien Administrative Agent on its own behalf or on behalf of any Lender may reasonably request.request in writing; and

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as As soon as available and available, but in any event within 90 120 days after the end of each fiscal year year, (i) a copy of the Borrower’s Annual Report on Form 10-K in respect of such fiscal year required to be filed by the Borrower with the SEC, together with the financial statements attached thereto, and (ii) the Borrower’s audited Consolidated consolidated and unaudited consolidating balance sheet and related statements of income, shareholderstockholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized international standing the Accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated or consolidating, as the case may be, financial statements present fairly in all material respects the financial condition conditions and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated consolidated or consolidating, as the case may be, basis in accordance with Argentine GAAPGAAP consistently applied, approved by together with in the shareholders’ meeting and the board of directors case of the Borrowerstatements referred to in clause (ii) above, a schedule of other audited financial information consisting of consolidating or combining details in columnar form with the Subsidiaries of the Borrower separately identified, in accordance with GAAP consistently applied; (b) as As soon as available and available, but in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year year, (i) a copy of the Borrower’s Quarterly Report on Form 10-Q in respect of such fiscal quarter required to be filed by the Borrower with the SEC, together with the Consolidated financial statements attached thereto, and (ii) the Borrower’s unaudited consolidated and unaudited consolidating balance sheet and related statements of income, shareholderstockholder’s equity and cash flows as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a duly authorized Financial Officer of the Borrower as presenting fairly in all material respects the financial condition conditions and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate consolidated or consolidating, as the case may be, basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes, together with, in each case, approved by the board of directors case of the Borrowerfinancial statements referred to in clause (ii) above, a schedule of other unaudited financial information consisting of consolidating or combining details in columnar form with the Subsidiaries of the Borrower separately identified, in accordance with GAAP consistently applied; (c) concurrently with any delivery Within 60 days after the end of financial statements under clauses each of the first three fiscal quarters (a) and (b) 120 days after the end of this Section 5.1the last fiscal quarter), a certificate of Compliance Certificate, signed by a Financial Officer of (or such other officer as shall be acceptable to the Borrower substantially in the form of Exhibit M (iAdministrative Agent) certifying as to whether a the Borrower’s compliance, as of such fiscal quarter ending date, with Section 6.11, and as to the occurrence or continuance of no Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof as of such fiscal quarter ending date and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;; and (d) promptly after the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its Restricted Subsidiary, or any audit of any of them; and (f) if requested by compliance with the Administrative Agent, written information setting forth in reasonable detail the actual application terms of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions Loan Documents, as the Administrative Agent or any Lender Credit Party may reasonably request.

Financial Statements and Other Information. The Borrower Company will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and available, but in any event within no later than 90 days after the end of each fiscal year of the Borrower the audited Consolidated balance sheet Company: (i) consolidated and related consolidating statements of income, shareholder’s equity retained earnings and cash flows of the Borrower Company and its Consolidated Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries, separately stated, of the Company and its Restricted Subsidiaries) for such fiscal year and the related consolidated and consolidating balance sheets of the Company and its Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries, separately stated, of the Company and its Restricted Subsidiaries) as of at the end of and for such fiscal year, setting forth, forth in each case, case in comparative form the corresponding consolidated and consolidating figures for (or, in the case of the balance sheet, as of the end of) the previous preceding fiscal year, all reported on by ; and (ii) an opinion of independent certified public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than any qualification with respect to or resulting from any upcoming maturity date of the Term Loans or of the Revolving Credit Commitments) to stating that the effect that such Consolidated consolidated financial statements referred to in the preceding clause (i) fairly present fairly in all material respects the consolidated financial condition and results of operations of the Borrower Company and its Consolidated Subsidiaries on a Consolidated basis (and of the Company and its Restricted Subsidiaries, as the case may be) as at the end of, and for, such fiscal year in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrowergenerally accepted accounting principles; (b) as soon as available and available, but in any event within no later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Consolidated balance sheet Company: (i) consolidated and related consolidating statements of income, shareholder’s equity retained earnings and cash flows of the Borrower Company and its Consolidated Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries, separately stated, of the Company and its Restricted Subsidiaries) for such period and for the then elapsed portion period from the beginning of the respective fiscal yearyear to the end of such period, and the related consolidated and consolidating balance sheets of the Company and its Subsidiaries (and, if the Company then has any Unrestricted Subsidiaries separately stated, of the Company and its Restricted Subsidiaries) as at the end of such period, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year (orexcept that, in the case of balance sheets, such comparison shall be to the balance sheet, as last day of the end ofprior fiscal year), (ii) the corresponding period or periods certifications of the previous fiscal year, all certified by a Financial Officer chief financial officer of the Borrower as presenting Company that the consolidated financial statements referred to in the preceding clause (i) fairly present in all material respects the financial condition and condition, results of operations and cash flows of the Borrower Company and its Consolidated Subsidiaries on a Consolidate consolidated basis as of and for the periods presented in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-year end audit adjustments, in each case, approved by adjustments and the board absence of directors of the Borrowercertain footnotes; (c) concurrently with any delivery of notwithstanding that the financial statements are in fact delivered, on or prior to each date on which financial statements are required to be delivered under clauses clause (a) and or (b) of this Section 5.1above, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth reasonably detailed calculations demonstrating compliance with Section 7.09, (iii) identifying in reasonable detail the calculations required to establish the compliance any Restricted Payments made by the Borrower with Sections 5.16(b)Company or any of its Restricted Subsidiaries during the period covered by the applicable financial statements to enable Holdings to pay Qualified Holdings Obligations, 5.18(a) and 6.5 and (iiiiv) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 4.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (v) a calculation of the Cumulative Credit (in reasonable detail) as of the last day of the period covered by such financial statements; (d) [Reserved]; (e) promptly after the same become publicly available, copies of all other registration statements, regular periodic reports and other reportspress releases filed by the Company or any Subsidiary with the Securities and Exchange Commission, financial statements (including or any adjustments, supplements, notes and amendments Governmental Authority succeeding to any financial statements delivered to or all of the Administrative Agent)functions of the Securities and Exchange Commission, proxy statements and other materials filed by any Borrower or with any national securities exchange, or distributed by any the Borrower to its shareholders generally; (ef) promptly after any request by upon the Administrative Agent mailing thereof to the shareholders of the Company generally or to the holders of the Senior Subordinated Notes, the New Senior Subordinated Notes or Senior Notes (or any LenderPermitted First Lien Notes or Refunding Indebtedness) generally, copies of any detailed audit reportsall financial statements, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of themreports and proxy statements so mailed; and (fg) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed one hundred twenty (120) days after the end of each fiscal year of the Borrower), commencing with the fiscal year ending December 31, 2022, the audited Consolidated balance sheet and related consolidated statements of incomeassets and liabilities, shareholder’s equity statements of operations, changes in net assets and cash flows of the Borrower and its Consolidated consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Deloitte & Touche LLP or any other independent public accountants of recognized international national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed seventy-five (75) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower), the Consolidated balance sheet and related consolidated statements of incomeassets and liabilities, shareholder’s equity statements of operations, changes in net assets and cash flows of the Borrower and its Consolidated consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-end audit adjustments, in each case, approved by the board absence of directors of the Borrowerfootnotes and as otherwise described therein; (c) concurrently with any delivery of financial statements under clauses clause (a) and or (b) of this Section 5.15.01, a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether the Borrower has knowledge that a Default or an Event of Default has occurred and is continuing during the applicable period and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, (ii) certifying the setting forth reasonably detailed calculations demonstrating compliance by the Borrower with Sections 5.16(b6.01(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required to establish the compliance by the Borrower with Sections 5.16(b6.01(g), 5.18(a6.01(i), 6.02(d), 6.02(e), 6.03(c), 6.03(d), 6.03(e), 6.03(h), 6.03(i), 6.04(d), 6.04(j), 6.05(b), 6.05(d), 6.05(e), 6.07 and 6.12(c) or, if not in compliance, specifying the details thereof and 6.5 any action taken or proposed to be taken with respect thereto, and (iii) to the extent not previously disclosed on a Form 10-K or Form 10-Q previously filed with the SEC, stating whether any change in Argentine GAAP as applied by (or in the application thereof of GAAP by) the Borrower has occurred since the date of Effective Date (but only if the audited Borrower has not previously reported such change to the Administrative Agent and if such change has had a material effect on the financial statements referred to in Section 3.4 statements) and, if any such change has occurred, specifying the effect (unless such effect has been previously reported) as determined by the Borrower of such change on the financial statements accompanying such certificate; (d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower, a Borrowing Base Certificate as at the last day of such accounting period presenting (i) the Borrower’s computation (and including the rationale for any industry reclassification) of the Borrowing Base, (ii) the ratio of the Gross Borrowing Base to the Combined Revolving Debt Amount (showing the components of the Credit Exposure and the amount of such LC Exposures), (iii) (A) the quantity sold of any Portfolio Investment previously included in the Borrowing Base in such accounting period, (B) the value assigned to each such Portfolio Investment as of the prior accounting period, (C) the weighted average sale price of each such Portfolio Investment sold and (D) the variance between (B) and (C) and (iv) the aggregate amount of all accrued paid-in-kind interest and all paid-in-kind interest collected, in each case, during such accounting period on Portfolio Investments included in the Borrowing Base; (e) promptly but no later than five (5) Business Days after any Financial Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of such Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of such Borrowing Base Deficiency as of the date not earlier than one (1) Business Days prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof, copies of all significant written reports submitted to management or the board of trustees of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Significant Subsidiaries delivered by such accountants to the management or board of trustees of the Borrower (other than the periodic reports that the Borrower’s independent auditors provide, in the ordinary course, to the audit committee of the Borrower’s board of trustees); (g) promptly after (and only if) the same become publicly available, copies of all other periodic and other reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials sent to all stockholders or filed by any Borrower of the Obligors with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by any as the Borrower to its shareholders generally;case may be; and (eh) promptly after following any request by therefor, such other information regarding the Administrative Agent or any Lenderoperations, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books business affairs and financial condition of the Borrower or any of its SubsidiarySubsidiaries, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made compliance by the Borrower with the terms of this Agreement and such the other information relating Loan Documents, or for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation (to the Transactions extent applicable), as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Notwithstanding anything in this Section 5.01 to the contrary, the Borrower shall be deemed to have satisfied the requirements of this Section 5.01 (other than Sections 5.01(c), (d), (e) and (h)) if the reports, documents and other information of the type otherwise so required thereby are publicly available when filed on XXXXX at the xxx.xxx.xxx website or any successor service provided by the SEC.

Financial Statements and Other Information. The Borrower will Maintain, and cause each Subsidiary to maintain, a standard system of accounting in accordance with GAAP, and furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):: (a) as As soon as available and and, in any event event, within 90 120 days after the end close of each fiscal year year, a copy of (x) the Borrower Borrower's 10-K in respect of such fiscal year, and (y) (i) the audited Borrower's Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries Balance Sheet as of the end of such fiscal year, and for (ii) the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows, as of and through the end of such fiscal year, setting forth, forth in each case, case in comparative form the corresponding figures for (or, in the case respect of the balance sheet, as of the end of) the previous fiscal year, all reported on in reasonable detail, and accompanied by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations report of the Borrower and its Consolidated Subsidiaries on a Consolidated basis Borrower's auditors, which report shall state that (A) such auditors audited such financial statements, (B) such audit was made in accordance with Argentine generally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said financial statements have been prepared in accordance with GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower; (b) as As soon as available available, and in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year year, a copy of (x) the Borrower's 10-Q in respect of such fiscal quarter, and (y) (i) the Borrower's Consolidated Balance Sheet as of the Borrowerend of such quarter and (ii) the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for (A) such quarter and (B) the Consolidated balance sheet and related statements of income, shareholder’s equity and cash flows period from the beginning of the Borrower and its Consolidated Subsidiaries for then current fiscal year to the then elapsed portion end of the fiscal yearsuch quarter, setting forth in each case in comparative comparable form with the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition reasonable detail and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis prepared in accordance with Argentine GAAP, GAAP (without footnotes and subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower); (c) concurrently Simultaneously with any the delivery of the financial statements under required by clauses (a) and (b) of this Section 5.1above, a certificate of a Financial Officer the chief financial officer or treasurer of the Borrower substantially in the form of Exhibit M (i) certifying as to whether a that no Default or an Event of Default has shall have occurred andor be continuing or, if a Default has occurredso, specifying the details thereof in such certificate all such Defaults and any action taken or proposed to be taken by the Borrower with respect theretoEvents of Default, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth computations in reasonable detail the calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b), 5.18(a) 8.1 and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;8.9. (d) promptly after Prompt notice upon the same become publicly Borrower becoming aware of any change in a Pricing Level; (e) Promptly upon becoming available, copies of all other regular or periodic and other reports, financial statements reports (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (ecurrent reports on Form 8-K) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of which the Borrower or any of its SubsidiarySubsidiary may now or hereafter be required to file with or deliver to the Securities and Exchange Commission, or any audit other Governmental Authority succeeding to the functions thereof, and copies of any of them; andall material news releases sent to all stockholders; (f) if requested by the Administrative AgentPrompt written notice of: (i) any citation, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by summons, subpoena, order to show cause or other order naming the Borrower or any Subsidiary a party to any proceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other information relating order, (ii) any lapse or other termination of any license, permit, franchise or other authorization issued to the Transactions as the Administrative Agent Borrower or any Lender may reasonably request.Subsidiary by any Governmental Authority,

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender): (a) as soon as available Borrower shall keep proper books and records in any event which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within 90 thirty (30) days after the end of each fiscal year month, monthly unaudited financial statements and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders’ or members’ equity), all in reasonable detail, fairly presenting the financial position and the results of the Borrower the audited Consolidated balance sheet and related statements operations of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer or president and chief executive officer of Borrower, and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with any amendments, modifications or supplements to Schedules 5.2, 8.2, 8.12 and 8.13 of the Information Certificate, and (ii) within one hundred five (l05) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ or members’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, setting forthtogether with the opinion of independent certified public accountants, in each case, in comparative form which accountants shall be PricewaterhouseCoopers LLP or any other of the figures for three (or, 3) largest independent accounting firms in the case United States selected by Borrower that such financial statements have been prepared in accordance with GAAP, and present fairly the results of the balance sheet, operations and financial condition of Borrower and its subsidiaries as of the end of) of and for the previous fiscal year, all reported on by independent public accountants of recognized international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the Borrower;year then ended. (b) as soon as available and Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the material adverse change in Borrower’s business, the Consolidated balance sheet properties, assets, goodwill or condition, financial or otherwise and related statements of income, shareholder’s equity and cash flows of the Borrower and its Consolidated Subsidiaries for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end ofii) the corresponding period occurrence of any Event of Default or periods event which, with the passage of the previous fiscal yeartime or giving of notice or both, all certified by a Financial Officer would constitute an Event of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a Consolidate basis in accordance with Argentine GAAP, subject to normal year-end audit adjustments, in each case, approved by the board of directors of the Borrower;Default. (c) concurrently with any delivery Borrower shall promptly after the sending or filing thereof furnish to Lender copies of financial statements under clauses (a) and (b) of this Section 5.1, a certificate of a Financial Officer of the all reports which Borrower substantially in the form of Exhibit M (i) certifying as sends to whether a Default or an Event of Default has occurred andits public stockholders generally, if a Default has occurredany, specifying and copies of all reports and registration statements which Borrower files with the details thereof Securities and Exchange Commission, any action taken national securities exchange or proposed the National Association of Securities Dealers, Inc. Borrower shall use its best efforts to promptly cause to be taken by the Borrower with respect thereto, (ii) certifying the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and setting forth in reasonable detail the calculations required furnished to establish the compliance by the Borrower with Sections 5.16(b), 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date Lender copies of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial reports or registration statements accompanying such certificate;which are sent or filed by Borrower’s direct or indirect parent. (d) promptly after the same become publicly availableBorrower shall furnish or cause to be furnished to Lender such budgets, copies of all other periodic forecasts, projections and other reportsinformation respecting the Collateral and the business of Borrower, financial statements (including any adjustmentsas Lender may, supplementsfrom time to time, notes and amendments reasonably request. To the extent consistent with the provisions of Section 12.6 hereof, Lender is hereby authorized to deliver a copy of any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower with any securities exchange, or distributed by any the Borrower to its shareholders generally; (e) promptly after any request by the Administrative Agent statement or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiary, or any audit of any of them; and (f) if requested by the Administrative Agent, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to the Transactions business of Borrower to any court or other government agency or to any participant or assignee or prospective participant or assignee. Borrower hereby irrevocably authorizes and directs all accountants or auditors to deliver to Lender, at Borrower’s expense, copies of the financial statements of Borrower and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and to disclose to Lender such information as they may have regarding the Administrative Agent business of Borrower. Any documents, schedules, invoices or any other papers delivered to Lender may reasonably be destroyed or otherwise disposed of by Lender one (1) year after the same are delivered to Lender, except as otherwise designated by Borrower to Lender in writing. (e) In addition to and not in limitation of any of the financial reports required to be delivered to Lender under Section 7.1 hereof or Lender’s right to request such other reports and information from time to time: (i) if Borrower has Excess Availability equal to or greater than $20,000,000, upon the request of Lender, Borrower shall deliver to Lender, on or prior to the tenth (10th) day of each month, (A) schedules of sales made, credits issued and cash received together with a roll forward and appropriate supporting documentation relating thereto (including, without limitation, at Lender’s request, copies of customer statements and credit memos, remittance advices and reports, copies of deposit slips and bank statements, copies of shipping and delivery documents, and copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower), and (B) reports on Borrower’s inventory and accounts, together with appropriate supporting documentation relating thereto; and (ii) if Borrower has Excess Availability of less than $20,000,000, upon the request of Lender, Borrower shall deliver to Lender, on or prior to the third (3rd) Business day of each week, (A) schedules of sales made, credits issued and cash received together with a roll forward and appropriate supporting documentation relating thereto (including, without limitation, at Lender’s request, copies of customer statements and credit memos, remittance advices and reports, copies of deposit slips and bank statements, copies of shipping and delivery documents, and copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower), and (B) reports on Borrower’s inventory and accounts, together with appropriate supporting documentation relating thereto. Upon the occurrence and during the continuance of an Event of Default, each of the financial reports, schedules and information required to be delivered under this Section 9.6(e) shall be delivered more frequently as Lender shall elect.

Financial Statements and Other Information. The Borrower Borrowers will furnish to the Administrative Agent (and the Administrative Agent shall make available for distribution to each Lender):Agents: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower the audited Consolidated Lead Borrower, its consolidated and consolidating balance sheet and related statements of incomeoperations, shareholder’s stockholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth, forth in each case, case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all audited (in the case only of such consolidated statements) and reported on by independent public accountants of recognized international national standing (without a “"going concern” " or like qualification or exception and without any a qualification or exception as to the scope of such audit) to the effect that such Consolidated consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Lead Borrower and its Consolidated consolidated Subsidiaries on a Consolidated consolidated basis in accordance with Argentine GAAP, approved by the shareholders’ meeting and the board of directors of the BorrowerGAAP consistently applied; (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Lead Borrower, the Consolidated (i) its consolidated balance sheet and related statements of incomeoperations, shareholder’s stockholders' equity and cash flows flows, and a summary of all Capital Expenditures, as of the Borrower end of and its Consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a one of its Financial Officer of the Borrower Officers as presenting fairly in all material respects the financial condition and results of operations of the Lead Borrower and its Consolidated consolidated Subsidiaries on a Consolidate consolidated basis in accordance with Argentine GAAPGAAP consistently applied, subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes, in each caseand (ii) the separate balance sheet and related statements of operations, approved by the board stockholders' equity and cash flows, and a summary of directors all Capital Expenditures, as of the end of and for such fiscal quarter and the elapsed portion of the fiscal year, for the Lead Borrower, all certified by one of its Financial Officers as presenting in all material respects the financial condition and results of operations of such Persons in accordance with GAAP consistently applied, subject to normal year end audit adjustments and the absence of footnotes; (c) at any time that a Cash Control Event exists, within 30 days after the end of each fiscal month of the Lead Borrower, (i) the financial report customarily delivered by the Lead Borrower to its board of directors entitled "Monthly Board Report", substantially in the form annexed hereto as Schedule 5.01(c) and containing, at a minimum, a consolidated balance sheet and related statements of operations, as of the end of and for such fiscal month and the elapsed portion of the fiscal year, and (ii) a statement of cash flows for (A) the Lead Borrower and its consolidated Subsidiaries, and (B) the Lead Borrower for such month and the elapsed portion of the fiscal year; (d) concurrently with any delivery of financial statements under clauses clause (a) and ), (b), or (c) of this Section 5.1above, a certificate of a Financial Officer of the Lead Borrower substantially in the form of Exhibit M (i) certifying as to whether a Default or an Event of Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken by the Borrower with respect thereto, and (ii) certifying setting forth reasonably detailed calculations (A) with respect to the compliance by the Borrower with Sections 5.16(bfinancial statements delivered pursuant to Section 5.01(c), 5.18(aabove, a calculation of the average Excess Availability for purposes of determining the "Applicable Margin", and (B) and 6.5 and setting forth in reasonable detail the calculations required to establish the demonstrating compliance by the Borrower with Sections 5.16(b)Section 6.11, 5.18(a) and 6.5 and (iii) stating whether any change in Argentine GAAP or in the application thereof has occurred since the date of the Lead Borrower's audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (de) within thirty (30) days prior to the commencement of each fiscal year of the Lead Borrower, a detailed consolidated budget by month for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year) and, promptly when available, any significant revisions of such budget; (f) within five (5) days after the end of each month, a certificate in the form of Exhibit D (a "Borrowing Base Certificate") showing the Borrowing Base as of the close of business on the last day of the immediately preceding month, each such Certificate to be certified as complete and correct on behalf of the Borrowers by a Financial Officer of the Lead Borrower, provided, however, that as long as no Loans are outstanding and the Letter of Credit Outstandings are less than $40,000,000, such Borrowing Base Certificate shall be required to be furnished within five (5) days after the end of each three month period (unless the Lead Borrower requests a Loan during such period, in which event a Borrowing Base Certificate, as of the last day of the month immediately preceding such request shall be furnished prior to such Loan being made); and provided, further however, if and so long as a Cash Control Event exists, such Borrowing Base Certificate (showing the Borrowing Base as of the close of business on the last day of the immediately preceding week) shall be furnished weekly on Wednesday of each week; (g) promptly after the same become publicly available, copies of all other periodic so-called 10K and 10Q reports and other material reports, financial statements (including any adjustments, supplements, notes and amendments to any financial statements delivered to the Administrative Agent), proxy statements and other materials filed by any Borrower Loan Party with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any as the Borrower to its shareholders generallycase may be; (eh) promptly after any request by the Administrative Agent or any Lenderupon receipt thereof, copies of any detailed audit reports, management letters or recommendations all reports submitted to the board of directors (or the audit committee of the board of directors) of the Borrower any Loan Party by independent certified public accountants in connection with each annual, interim or special audit of the accounts or books of the Borrower Loan Parties or any of its Subsidiarytheir Subsidiaries made by such accountants, or including any audit management letter commenting on the Loan Parties' internal controls submitted by such accountants to management in connection with their annual audit; (i) the financial and collateral reports described on Schedule 5.01(i) hereto, at the times set forth in such Schedule; (j) notice of any intended sale or other disposition of themassets of any Loan Party not in the ordinary course of business or incurrence of any Indebtedness permitted hereunder, in either case, to the extent the proceeds therefrom would exceed $20,000,000, at least fifteen (15) days prior to the date of consummation such sale or disposition or incurrence of such Indebtedness; and (fk) if requested by the Administrative Agentpromptly following any request therefor, written information setting forth in reasonable detail the actual application of the proceeds from the Loans made by the Borrower and such other information relating to regarding the Transactions operations, business affairs and financial condition of any Loan Party, or compliance with the terms of any Loan Document, as the Administrative Agent Agents or any Lender may reasonably request.