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Full title: Final Order Signed On 5/11/2021 Re: (A) Authorizing The Debtors- In-Possession To Obtain Postpetition Financing, (B) Authorizing The Debtors- In-Possession To Use Cash Collateral, (C) Granting Liens And Providing Claims With Superpriority Administrative Expense Status, (D) Granting Adequate Protection To The Prepetition Secured Parties, (E) Modifying The Automatic Stay, And (F) Granting Related Relief (Related Doc # 29) .

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(as amended, supplemented or otherwise modified from time to time, the “DIP Credit Agreement”), which provides for a committed senior secured delayed draw term loan facility in an aggregate principal amount of up to $26,500,000, consisting of: (a) upon entry of the Interim Order, term loans in an aggregate principal amount of up to $16,950,000 (the “Interim DIP Loans”); and (b) upon entry of the Final Order, additional term loans in an aggregate principal amount that will not, when combined with all Interim DIP Loans advanced prior to such date, exceed $26,500,000 in aggregate principal amount (together with the Interim DIP Loans, the “DIP Loans”); which DIP Credit Agreement and DIP Facility were executed on April 19, 2021 by and among the Borrower, as borrower, the DIP Guarantors (as defined herein), as guarantors, the several financial institutions or entities from time to time party thereto as Lenders (as defined in the DIP Credit Agreement) (the “DIP Lenders”), Acquiom Agency Services LLC, as administrative agent (in such capacity, together with its successors and permitted assigns, the “DIP Administrative Agent”), TMF Group New York, LLC, as collateral agent (in such capacity, together with its successors and permitted assigns, the “DIP Collateral Agent”; and, together with the DIP Administrative Agent, the “DIP Agents”; and the DIP Agents, together with the DIP Lenders and all holders of all other DIP Obligations (as defined below), the “DIP Secured Parties”); (ii)(as defined below) and the Prepetition Secured Notes Indenture Trustee (as defined below) (as amended, supplemented or otherwise modified from time to time, the “DIP Intercreditor Agreement”); (iv) authorizing the Debtors on a final basis (i) to cause certain non-Debtor direct and indirect subsidiaries of the Borrower identified in the DIP Documents (as defined below) (such entities, the “Non-Debtor Pledgors” and, together with the Borrower and the DIP Guarantors, the “DIP Loan Parties”) to grant, and authorizing such Non-Debtor Pledgors to grant, (x) pari passu DIP Liens on and security interests in certain of the DIP Collateral consisting of Prepetition Secured Notes Collateral and (y) first ranking senior DIP Liens on and security interests in certain of the DIP Collateral consisting of certain unencumbered assets of certain of the Non-Debtor Pledgors, in each case, in favor of the DIP Collateral Agent for the benefit of the DIP Secured Parties to secure all of the obligations of the Borrower and the DIP Guarantors in respect of the DIP Loans and the other DIP Obligations and (ii) to execute the DIP Intercreditor Agreement; (v) authorizing the DIP Loan Parties on a final basis to execute and deliver, and the Debtors on a final basis to cause the Non-Debtor Pledgors to execute and deliver, the DIP Credit Agreement, the DIP Intercreditor Agreement (as defined below), and other documentation, including security agreements, trust agreements

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 Automotores Gildemeister SpA, et al.,1 Case No.: 21-10685 (LGB) Debtors. Jointly Administered Re: Docket Nos. 29, 49 FINAL ORDER (A) AUTHORIZING THE DEBTORS- IN-POSSESSION TO OBTAIN POSTPETITION FINANCING, (B) AUTHORIZING THE DEBTORS- IN-POSSESSION TO USE CASH COLLATERAL, (C) GRANTING LIENS AND PROVIDING CLAIMS WITH SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, (D) GRANTING ADEQUATE PROTECTION TO THE PREPETITION SECURED PARTIES, (E) MODIFYING THE AUTOMATIC STAY, AND (F) GRANTING RELATED RELIEF Upon the Debtors’ Motion for Entry of Interim and Final Orders to (A) Authorize the Debtors-In-Possession to Obtain Postpetition Financing, (B) Authorize the Debtors-In-Possession to use Cash Collateral, (C) Grant Liens and Provide Claims with Superpriority Administrative Expense Status, (D) Grant Adequate Protection to the Prepetition Secured Parties, (E) Modify the Automatic Stay, (F) Schedule a Final Hearing and (G) Grant Related Relief (ECF No. 29) (the “DIP Motion”)2 of Automotores Gildemeister SpA (“Gildemeister”) and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), in the above-captioned cases (the “Chapter 11 Cases”) and pursuant to sections 105, 361, 362, 363, 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. (96.658.270-7), Fonedar S.A. (216288040014), Camur S.A. (216589740015), Lodinem S.A. (217115010014), Carmeister S.A. (96.630.690-7), Maquinaria Nacional S.A. (Chile) (96.812.980-5), RTC S.A. (89.414.100-K), Fortaleza S.A. (76.856.380-2), Maquinarias Gildemeister S.A. (78.862.000-8), Comercial Gildemeister S.A. (76.856.310-1) and Bramont Montadora Industrial e Comercial de Vehiculos S.A. (04.926.142/0002-16). The location of the corporate headquarters and the service address for Automotores Gildemeister SpA is: 11000 Avenida Las Condes Vitacura, Santiago, Chile. 2 Capitalized terms used herein and not herein defined have the meaning ascribed to such terms in the DIP Motion.

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364(c)(1)-(3), 364(d)(1), 364(e), 503, 506(c) and 507 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), Rules 2002, 4001, 6003, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 2002-1 and 4001-2 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (together, the “Bankruptcy Local Rules”), seeking entry of a final order (this “Final Order”) inter alia: (i) authorizing Gildemeister (the “Borrower”) on a final basis to obtain postpetition financing (“DIP Financing”) pursuant to a senior secured, superpriority debtor-in-possession credit facility (the “DIP Facility”) subject to the terms and conditions set forth in that certain Superpriority Senior Secured Debtor-in-Possession Credit Agreement attached to the Notice of Filing Superpriority Senior Secured Debtor-in-Possession Credit Agreement (ECF No. 60) as Exhibit A (as amended, supplemented or otherwise modified from time to time, the “DIP Credit Agreement”), which provides for a committed senior secured delayed draw term loan facility in an aggregate principal amount of up to $26,500,000, consisting of: (a) upon entry of the Interim Order, term loans in an aggregate principal amount of up to $16,950,000 (the “Interim DIP Loans”); and (b) upon entry of the Final Order, additional term loans in an aggregate principal amount that will not, when combined with all Interim DIP Loans advanced prior to such date, exceed $26,500,000 in aggregate principal amount (together with the Interim DIP Loans, the “DIP Loans”); which DIP Credit Agreement and DIP Facility were executed on April 19, 2021 by and among the Borrower, as borrower, the DIP Guarantors (as defined herein), as guarantors, the several financial institutions or entities from time to time party thereto as Lenders (as defined in the DIP Credit Agreement) (the “DIP Lenders”), Acquiom Agency Services LLC, as administrative agent (in such capacity, together with its successors and permitted assigns, the “DIP Administrative Agent”), TMF Group New York, LLC, as collateral agent (in such capacity, together with its successors and permitted assigns, the “DIP Collateral Agent”; and, together with the DIP Administrative Agent, the “DIP Agents”; and the DIP Agents, together with the DIP Lenders and all holders of all other DIP Obligations (as defined below), the “DIP Secured Parties”); (ii) authorizing the other Debtors identified in the DIP Documents (as defined below) (such Debtors, the “DIP Guarantors”) on a final basis to jointly and severally guarantee on a senior secured superpriority basis the DIP Loans and the other DIP Obligations;

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(iii) authorizing the Debtors on a final basis to (i) grant DIP Liens (as defined below) over the DIP Collateral (as defined below), including: (A) senior secured priming superpriority liens on and security interests in assets of the Debtors consisting of Prepetition Secured Notes Collateral (as defined below), (B) senior secured superpriority liens on and security interests in all unencumbered assets of the Debtors, and (C) junior secured superpriority liens on and security interests in all assets of the Debtors (other than Excluded Assets (as defined below)) subject to Permitted Priority Liens (as defined below) (other than the Primed Liens (as defined below)), in each case in favor of the DIP Collateral Agent for the benefit of the DIP Secured Parties to secure all of the obligations of the Borrower and the DIP Guarantors in respect of the DIP Loans and the other DIP Obligations, and (ii) to execute an intercreditor agreement with respect to the Prepetition Secured Notes Collateral by and among the DIP Loan Parties (as defined below), the DIP Collateral Agent, the Prepetition Secured Notes Collateral Agent (as defined below) and the Prepetition Secured Notes Indenture Trustee (as defined below) (as amended, supplemented or otherwise modified from time to time, the “DIP Intercreditor Agreement”); (iv) authorizing the Debtors on a final basis (i) to cause certain non-Debtor direct and indirect subsidiaries of the Borrower identified in the DIP Documents (as defined below) (such entities, the “Non-Debtor Pledgors” and, together with the Borrower and the DIP Guarantors, the “DIP Loan Parties”) to grant, and authorizing such Non-Debtor Pledgors to grant, (x) pari passu DIP Liens on and security interests in certain of the DIP Collateral consisting of Prepetition Secured Notes Collateral and (y) first ranking senior DIP Liens on and security interests in certain of the DIP Collateral consisting of certain unencumbered assets of certain of the Non-Debtor Pledgors, in each case, in favor of the DIP Collateral Agent for the benefit of the DIP Secured Parties to secure all of the obligations of the Borrower and the DIP Guarantors in respect of the DIP Loans and the other DIP Obligations and (ii) to execute the DIP Intercreditor Agreement; (v) authorizing the DIP Loan Parties on a final basis to execute and deliver, and the Debtors on a final basis to cause the Non-Debtor Pledgors to execute and deliver, the DIP Credit Agreement, the DIP Intercreditor Agreement (as defined below), and other documentation, including security agreements, trust agreements, pledge agreements, control agreements, mortgages, guarantees, promissory notes, certificates, hedging agreements, instruments, notes, each fee letter entered into by any Debtor in connection with the DIP Facility (the “Fee Letters”), and such other documentation which may be necessary or required to implement the DIP Facility and perform thereunder and/or that may be reasonably requested by the DIP Agents, in each case, as provided under the DIP Credit Agreement and all other Loan Documents (as defined in the DIP Credit Agreement) and as may be amended, restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and hereof (collectively, together with the DIP Credit Agreement, the DIP Intercreditor Agreement, all Loan Documents (as defined in the DIP Credit Agreement), the Interim Order, and this Final Order, the “DIP Documents”);

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(vi) authorizing the Debtors on a final basis to execute and deliver the Consorcio Joinder attached to the Interim Order as Exhibit 3 and perform all obligations thereunder (including the payment of the Consorcio Fees and Expenses) in accordance with the terms therein; (vii) authorizing the Debtors on a final basis to incur loans, advances, extensions of credit, financial accommodations, reimbursement obligations, fees (including, without limitation, administrative agency fees and other fees payable pursuant to the Fee Letters), costs, expenses and other liabilities, all other obligations (including indemnities and similar obligations, whether contingent or absolute) and all other Obligations (as defined in the DIP Credit Agreement) due or payable under the DIP Documents (collectively, the “DIP Obligations”) and to perform such other and further acts as may be necessary, desirable or appropriate in connection therewith; (viii) subject to the Carve Out (as defined herein), granting on a final basis to the DIP Agents, for the benefit of the DIP Secured Parties allowed superpriority administrative claims pursuant to section 364(c)(1) of the Bankruptcy Code in respect of all DIP Obligations; (ix) granting on a final basis to the DIP Collateral Agent, for the benefit of the DIP Secured Parties, valid, enforceable, non-avoidable and automatically perfected liens pursuant to section 364(c)(2) and 364(c)(3) of the Bankruptcy Code and priming liens pursuant to section 364(d) of the Bankruptcy Code on all prepetition and postpetition property of the Debtors’ estates (other than certain excluded property as provided in the DIP Documents (the “Excluded Assets”3) for so long as any such property remains an Excluded Asset) and all proceeds thereof, including any Avoidance Proceeds (as defined herein), in each case subject to the Carve Out (as defined herein); (x) subject to the Carve Out (as defined herein), authorizing the Debtors on a final basis to waive (a) their right to surcharge the Prepetition Secured Notes Collateral and the DIP Collateral (as defined herein) pursuant to section 506(c) of the Bankruptcy 3 “Excluded Assets” as used herein means: (i) that certain peso denominated bank account maintained at Banco Santander Chile (with an account number ending in 6924626-5), which shall not at any time maintain a balance exceeding Chilean pesos in the equivalent value of $5,000,000, (ii) inventory, accounts receivable and accounts holding cash of any Subsidiary of the Borrower domiciled in Peru, (iii) all specified property excluded from collateral under any Collateral Document (as defined in the DIP Credit Agreement) and (iv) assets over which the grant of a junior lien or security interest is prohibited by or in violation of any law, rule or regulation applicable to such Debtor or a term, provision or conduction of any lease, license, contract or agreement to which such Debtor is a party and which are (x) pledged to secure Permitted Debt (as defined in the DIP Credit Agreement) incurred as of the Closing Date by a Debtor (including any Inventory Debt), or (y) pledged to secure Inventory Debt incurred after the Closing Date by a Debtor in accordance with the DIP Credit Agreement, provided that to the extent any relevant prohibition described in this clause (iv) is no longer applicable, such asset shall no longer be an Excluded Asset. .

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Code and (b) any “equities of the case” exception under section 552(b) of the Bankruptcy Code; (xi) waiving on a final basis the equitable doctrine of “marshaling” and other similar doctrines (a) with respect to the DIP Collateral for the benefit of any party other than the DIP Secured Parties and (b) with respect to any of the Prepetition Secured Notes Collateral (including the Cash Collateral) for the benefit of any party other than the Prepetition Secured Parties (as defined below); (xii) authorizing the Debtors on a final basis to use proceeds of the DIP Facility solely in accordance with this Final Order, the DIP Documents, and the DIP Budget (subject to Permitted Variances); (xiii) authorizing the Debtors on a final basis to pay the principal, interest, fees, expenses and other amounts payable under the DIP Documents as such become earned, due and payable to the extent provided in, and in accordance with, the DIP Documents; (xiv) subject to the restrictions set forth in the DIP Documents, the Interim Order, and this Final Order, authorizing the Debtors on a final basis to use the Prepetition Secured Notes Collateral (as defined herein), including Cash Collateral of the Prepetition Secured Parties under the Prepetition Secured Notes Documents (as defined herein), and provide adequate protection to the Prepetition Secured Parties for any diminution in value of their respective interests in the Prepetition Secured Notes Collateral (including Cash Collateral), resulting from the imposition of the Automatic Stay (as defined below), the Debtors’ use, sale or lease of the Prepetition Secured Notes Collateral (including Cash Collateral), and the priming of their respective interests in the Prepetition Secured Notes Collateral (including Cash Collateral); (xv) vacating and modifying on a final basis the automatic stay under section 362 of the Bankruptcy Code (the “Automatic Stay”) to the extent set forth herein to the extent necessary to permit the Debtors and their affiliates, the DIP Secured Parties, and the Prepetition Secured Parties to implement and effectuate the terms and provisions of this Final Order and the DIP Documents and to deliver any notices of termination described below and as further set forth herein; and (xvi) waiving on a final basis any applicable stay (including under Bankruptcy Rule 6004) and providing for immediate effectiveness of the Interim Order and this Final Order. and the Court having held a hearing on the interim relief requested in the DIP Motion on April 15, 2021 (the “Interim Hearing”); and the Court having entered on April 16, 2021 the Interim Order (A) Authorizing the Debtors-in-Possession to Obtain Postpetition Financing, (B) Authorizing the Debtors-in-Possession to Use Cash Collateral, (C) Granting Liens and Providing Claims with

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Superpriority Administrative Expenses Status, (D) Granting Adequate Protection to the Prepetition Secured Parties, (E) Modifying the Automatic Stay, (F) Scheduling a Final Hearing and (G) Granting Related Relief (ECF No. 49) (the “Interim Order”); and the Court having considered the final relief requested in the DIP Motion, the exhibits attached thereto, the Declaration of Eduardo Moyano in Support of First Day Motions and Applications in Compliance with Local Rule 1007-2 (ECF No. 23) (the “First Day Declaration”), the Declaration of Marcelo Messer in Support of Debtors’ Motion for Entry of Interim and Final Orders to (A) Authorize the Debtors-In-Possession to Obtain Postpetition Financing, (B) Authorize the Debtors-In-Possession to use Cash Collateral, (C) Grant Liens and Provide Claims with Superpriority Administrative Expense Status, (D) Grant Adequate Protection to the Prepetition Secured Parties, (E) Modify the Automatic Stay, (F) Schedule a Final Hearing and (G) Grant Related Relief (ECF No. 34) (the “Messer Declaration”), the available DIP Documents and the evidence submitted and arguments made at the Interim Hearing and the final hearing held on May 11, 2021 (the “Final Hearing”); and due and sufficient notice of the Final Hearing having been given in accordance with Bankruptcy Rules 2002, 4001(b), (c) and (d) and all applicable Bankruptcy Local Rules; and the Final Hearing having been held and concluded; and all objections, if any, to the final relief requested in the DIP Motion having been withdrawn, resolved or overruled by the Court; and it appearing that approval of the final relief requested in the DIP Motion is fair and reasonable and in the best interests of the Debtors and their estates and is essential for the continued operation of the Debtors’ businesses and the preservation of the value of the Debtors’ assets; and it appearing that the Debtors’ entry into the DIP Documents is a sound and prudent exercise of the Debtors’ business judgment; and after due deliberation and consideration, and good and sufficient cause appearing therefor:

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BASED UPON THE RECORD ESTABLISHED AT THE INTERIM HEARING AND THE FINAL HEARING, THE COURT MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:4 A. Petition Date. On April 12, 2021 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the “Court”). On April 15, 2021, this Court entered an order approving the joint administration of the Chapter 11 Cases. No trustee or examiner has been appointed in these Chapter 11 Cases. B. Debtors in Possession. The Debtors have continued in the management and operation of their businesses and properties as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. C. Jurisdiction and Venue. This Court has core jurisdiction over the Chapter 11 Cases, the DIP Motion, and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157(a)–(b) and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012. Consideration of the DIP Motion constitutes a core proceeding pursuant to 28 U.S.C. § 157(b)(2). The Court may enter a final order consistent with Article III of the United States Constitution. Venue for the Chapter 11 Cases and proceedings on the DIP Motion is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The predicates for the relief sought herein are sections 105, 361, 362, 363, 364(c)(1)-(3), 4 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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364(d)(1), 364(e), and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 6003, 6004 and 9014, and Bankruptcy Local Rules 2002-1 and 4001-2. D. Committee Formation. As of the date hereof, the United States Trustee for the Southern District of New York (the “U.S. Trustee”) has not appointed an official committee of unsecured creditors in these Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code (a “Creditors’ Committee”). E. Notice. The Final Hearing was held pursuant to Bankruptcy Rule 4001(b)(2) and (c)(2). Proper, timely, adequate, and sufficient notice of the DIP Motion and the Final Hearing, the best available under the circumstances per the Debtors’ belief, has been provided in accordance with the Bankruptcy Code, the Bankruptcy Rules and the Bankruptcy Local Rules, and no other or further notice of the DIP Motion with respect to the relief requested at the Final Hearing or the entry of this Final Order shall be required. F. Debtors’ Stipulations. Without prejudice to the rights of any other party in interest (but subject to the limitations thereon contained in paragraph 22 below), and after consultation with their attorneys and financial advisors, the Debtors admit, stipulate and agree that: (i) Prepetition Secured Notes. Pursuant to that certain Indenture, dated as of November 7, 2019 (as may have been amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Petition Date, the “Prepetition Secured Notes Indenture”) and the other Notes Documents (as defined in the Prepetition Secured Notes Indenture) and any other agreements and documents executed or delivered in connection therewith, each as may have been amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Petition Date, the “Prepetition Secured Notes Documents”), among (a) Gildemeister, as issuer (in such capacity, the “Prepetition Secured Notes

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Issuer”), (b) the Prepetition Secured Notes Guarantors (as defined below), (c) The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (in such capacities, the “Prepetition Secured Notes Indenture Trustee”), and (d) TMF Group New York, LLC, as collateral agent (in such capacity, the “Prepetition Secured Notes Collateral Agent”; and, together with the Prepetition Secured Notes Indenture Trustee, the “Prepetition Agents”), the Prepetition Secured Notes Issuer issued 7.50% Senior Secured Notes due 2025 in an aggregate principal amount of $509,806,002 (the “Prepetition Secured Notes”). The Prepetition Agents, together with the holders of the Prepetition Secured Notes and all other holders of Prepetition Secured Notes Obligations (as defined below), shall be referred to herein as the “Prepetition Secured Parties.” (ii) Prepetition Secured Notes Guaranty. Pursuant to the Article X of the Prepetition Secured Notes Indenture, the Debtors party thereto (the “Prepetition Secured Notes Guarantors”) guaranteed, on a joint and several basis, the Prepetition Secured Notes Obligations (as defined below) under the Prepetition Secured Notes, the Prepetition Secured Notes Indenture, and the other the Prepetition Secured Notes Documents. (iii) Prepetition Secured Notes Obligations. As of the Petition Date, the Prepetition Secured Notes Issuer and the Prepetition Secured Notes Guarantors were jointly and severally indebted to the Prepetition Secured Parties, without defense, counterclaim, or offset of any kind, for not less than $509,806,002 in aggregate principal amount and $11,290,079 of accrued and unpaid interest as of the Petition Date on account of the outstanding Prepetition Secured Notes (collectively, together with accrued and unpaid interest, any fees, expenses and disbursements (including attorneys’ fees, accountants’ fees, auditor fees, appraisers’ fees and financial advisors’ fees, and related expenses and disbursements), indemnification obligations, guarantee obligations, and other charges, amounts and costs of whatever nature owing, whether or not contingent,

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whenever arising, accrued, accruing, due, owing, or chargeable in respect of any of the Prepetition Secured Notes Issuer’s or the Prepetition Secured Notes Guarantors’ obligations pursuant to, or secured by, the Prepetition Secured Notes Documents, including all Obligations (as defined in the Prepetition Secured Notes Indenture), and all interest, fees, prepayment premiums, early termination fees, costs, and other charges, the “Prepetition Secured Notes Obligations”). (iv) Prepetition Secured Notes Liens. Pursuant to the Security Documents (as defined in the Prepetition Secured Notes Indenture) (the “Prepetition Secured Notes Security Documents”), prior to the Petition Date, the Debtors and the Non-Debtor Pledgors in their capacities as “Grantors” or “Pledgors” or words of similar effect (as defined in the Prepetition Secured Notes Security Documents) granted to the Prepetition Secured Notes Collateral Agent, for the benefit of itself and the Prepetition Secured Parties, first priority security interests in and continuing liens (the “Prepetition Secured Notes Liens”) on the “Collateral” (as defined in the Prepetition Secured Notes Indenture)5, including, among other things, (a) all equity interests over 5 For purposes of this footnote 5, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prepetition Secured Notes Indenture. Under the Prepetition Secured Notes Indenture, the Prepetition Secured Notes Collateral consists of: (a) on a first-priority basis, all current and future assets (including real estate) of the Company and the Guarantors and the Peruvian and Costa Rican Restricted Subsidiaries that are not encumbered on the Issue Date and are not Excluded Assets; (b) on a second-priority basis, all current and future assets of the Company, the Guarantors, and the Peruvian and Costa Rican Restricted Subsidiaries (including their encumbered real estate) that are not Excluded Assets and are encumbered on the Issue Date as permitted by the Indenture; provided, however, that granting of the second-priority liens is subject to the receipt of applicable required consents, which the Company will use commercially reasonable efforts to obtain; (c) pledges by Minvest S.A. of 100% of the common shares of the Company; (d) pledges of all intercompany receivables between and among the Company and its subsidiaries and between the various subsidiaries except for Excluded Assets; and (e) the equity interests in the Company and in all existing and future Subsidiaries of the Company and the Guarantors held by the Company or the Guarantors, including the Peruvian and Costa Rican Restricted Subsidiaries, whether wholly or partially owned by the Company or the Guarantors, as well as their equity interests in all joint ventures (other than the Derco Entities); provided, that to the extent that a pledge of any equity interests required to be pledged under the Indenture is subject to a pre-existing contractual restriction, the Company and Guarantors shall not be required to pledge the equity interest in any joint venture or non-wholly-owned subsidiary if, after the use of commercially reasonable efforts to obtain the necessary consents and take all such other actions necessary to effectuate a pledge securing the obligations of the Company and the Guarantors under the Notes, such consents have not been obtained and the pledge of such joint venture or non-wholly-owned subsidiary is not permitted without such consent.

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each of the Debtors and the Non-Debtor Pledgors, (b) certain equity interests held by each of the Debtors and the Non-Debtor Pledgors, (c) certain real property owned by the Debtors and the Non-Debtor Pledgors, (d) certain of the Debtors’ intercompany receivables, and (e) certain of the Debtors’ factoring agreements, intellectual property, and fixed assets (the “Prepetition Secured Notes Collateral”). (v) Validity, Perfection, and Priority of Prepetition Secured Notes Liens and Prepetition Secured Notes Obligations. The Debtors acknowledge and agree that as of the Petition Date (a) the Prepetition Secured Notes Liens on the Prepetition Secured Notes Collateral were and continue to be valid, binding, enforceable, non-avoidable, and properly perfected and were granted to, or for the benefit of, the Prepetition Secured Parties for fair consideration and reasonably equivalent value; (b) the Prepetition Secured Notes Liens were senior in priority over any and all other liens on the Prepetition Secured Notes Collateral, subject only to liens over the assets of the Debtors or the Non-Debtor Pledgors senior by operation of law or otherwise permitted by the Prepetition Secured Notes Documents and solely to the extent any such liens were valid, enforceable, non-avoidable and perfected liens in existence on the Petition Date (including valid liens in existence on the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code) (the “Permitted Priority Liens”); (c) the Prepetition Secured Notes Obligations constitute legal, valid, binding and non-avoidable obligations of the Debtors enforceable in accordance with the terms of the applicable Prepetition Secured Notes Documents; (f) no offsets, recoupments, challenges, objections, defenses, claims, or counterclaims of any kind or nature to any of the Prepetition Secured Notes Liens or Prepetition Secured Notes Obligations exist, and no portion of the Prepetition Secured Notes Liens or Prepetition Secured Notes Obligations is subject to any challenge or defense, including avoidance, disallowance,

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disgorgement, recharacterization, or subordination (equitable or otherwise) pursuant to the Bankruptcy Code or applicable non-bankruptcy law; (g) the Debtors and their estates have no claims, objections, challenges, causes of action, and/or choses in action, including avoidance claims under Chapter 5 of the Bankruptcy Code or applicable state law equivalents or actions for recovery or disgorgement, against any of the Prepetition Secured Parties or any of their respective affiliates, agents, attorneys, advisors, professionals, officers, directors, and employees arising out of, based upon or related to the Prepetition Secured Notes Documents; and (h) the Debtors waive, discharge, and release any right to challenge any of the Prepetition Secured Notes Obligations, the priority of the Debtors’ obligations thereunder, and the validity, extent, and priority of the Prepetition Secured Notes Liens securing the Prepetition Secured Notes Obligations. (vi) Inventory Financing Facilities Obligations and Liens. From time to time, the Debtors and the Non-Debtor Pledgors have entered into financing arrangements with local finance providers for the provision of working capital to fund their operations and purchase inventory as permitted under the Prepetition Secured Notes Documents (the “Inventory Financing Facilities”). To secure the Debtors’ and Non-Debtor Pledgors’ obligations under the Inventory Financing Facilities, the Debtors and Non-Debtor Pledgors have granted and from time to time will grant first priority security interests (the “Inventory Financing Facilities Liens”) over certain vehicles, vehicle parts, vehicle accessories and/or other inventory or receivables in favor of the lenders under the Inventory Financing Facilities. (vii) No Control. None of the Prepetition Secured Parties or the DIP Secured Parties control the Debtors or their properties or operations, have authority to determine the manner in which any Debtor’s operations are conducted or are control persons or insiders of the Debtors

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by virtue of any of the actions taken with respect to, in connection with, related to or arising from the Prepetition Secured Notes Documents. (viii) No Claims or Causes of Action. No claims or causes of action are held by the Debtors or their estates exist against, or with respect to, the Prepetition Secured Parties under any agreements by and among the Debtors and any Prepetition Secured Party that is in existence as of the Petition Date. (ix) Debtors’ Stipulations Regarding Initial Funding. In accordance with the Interim Order, this Court authorized, among other things, (a) the Borrower to borrow the Interim DIP Loans, (b) the DIP Guarantors to jointly and severally guarantee on a senior secured superpriority and priming basis the DIP Loans and the DIP Obligations, and (c) the DIP Loan Parties to execute and deliver the DIP Documents and to incur and perform all of the DIP Obligations in accordance with and subject to the terms of the Interim Order and the DIP Documents. On April 16, 2021, the Court entered the Interim Order and, on April 19, 2021, the DIP Credit Agreement was executed and the Borrower was authorized to borrow the Interim DIP Loans on the terms and conditions set forth in the DIP Documents and in the Interim Order. G. Cash Collateral. As used herein, the term “Cash Collateral” shall mean all of the Debtors’ cash wherever located and held, including cash in deposit accounts, that constitutes or will constitute “cash collateral” of the Prepetition Secured Parties or the DIP Secured Parties within the meaning of section 363(a) of the Bankruptcy Code. The Debtors’ use of Cash Collateral shall be subject to the terms of the Interim Order and this Final Order and the Debtors’ authority to use Cash Collateral of the Prepetition Secured Parties and the DIP Secured Parties, as applicable, may be terminated in accordance with paragraphs and 9 and 13 hereof.

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H. Findings Regarding the DIP Financing and Use of Cash Collateral. (i) Good and sufficient cause has been shown for the entry of this Final Order and for authorization of the Debtors to obtain financing pursuant to the DIP Credit Agreement. (ii) The Debtors have a critical need to obtain the DIP Financing and to use Prepetition Secured Notes Collateral (including Cash Collateral) in order to permit, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to make payroll, to satisfy other working capital and operational needs and to fund expenses of these Chapter 11 Cases. The access of the Debtors to sufficient working capital and liquidity through the use of Cash Collateral and other Prepetition Secured Notes Collateral, the incurrence of new indebtedness under the DIP Documents and other financial accommodations provided under the DIP Documents are necessary and vital to the preservation and maintenance of the going concern values of the Debtors and to a successful reorganization of the Debtors. (iii) The Debtors are unable to obtain financing on more favorable terms from sources other than the DIP Lenders under the DIP Documents and are unable to obtain adequate unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense. The Debtors are also unable to obtain secured credit allowable under sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without granting the DIP Liens and the DIP Superpriority Claims (as defined herein) to the DIP Secured Parties and incurring the Adequate Protection Obligations (as defined herein), in each case subject to the Carve Out, under the terms and conditions set forth in the Interim Order, this Final Order, and the DIP Documents. (iv) The Debtors continue to collect cash, rents, income, offspring, products, proceeds and profits generated from the Prepetition Secured Notes Collateral and acquire

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equipment, inventory and other personal property, certain of which constitute Prepetition Secured Notes Collateral under the Prepetition Secured Notes Documents that are subject to the Prepetition Secured Parties’ security interests as set forth in the Prepetition Secured Notes Documents. (v) The Debtors desire to use a portion of the cash, rents, income, offspring, products, proceeds and profits described in the preceding paragraph in their business operations that constitute Cash Collateral of the Prepetition Secured Parties under section 363(a) of the Bankruptcy Code. Certain prepetition rents, income, offspring, products, proceeds and profits in existence as of the Petition Date also constitute Cash Collateral. (vi) Based on the DIP Motion, the First Day Declaration, the Messer Declaration, and the record presented to the Court at the Interim Hearing and the Final Hearing, the terms of the DIP Financing, the terms of the adequate protection granted to the Prepetition Secured Parties as provided in paragraph 15 of this Final Order (the “Adequate Protection”), and the terms on which the DIP Loan Parties may continue to use the Prepetition Secured Notes Collateral (including Cash Collateral) pursuant to this Final Order and the DIP Documents are fair and reasonable, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and constitute reasonably equivalent value and fair consideration. (vii) To the extent consent is required, the Prepetition Secured Parties have consented or are deemed under the DIP Intercreditor Agreement or any other applicable Prepetition Secured Notes Documents to have consented to the Debtors’ use of Cash Collateral and the other Prepetition Secured Notes Collateral, and the DIP Loan Parties’ entry into the DIP Documents in accordance with and subject to the terms and conditions in the Interim Order, this Final Order and the DIP Documents.

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(viii) The DIP Financing, the Adequate Protection and the use of the Prepetition Secured Notes Collateral (including Cash Collateral) have been negotiated in good faith and at arm’s length among the DIP Loan Parties, the DIP Secured Parties, and the Prepetition Secured Parties. All of the DIP Loan Parties’ obligations and indebtedness arising under, in respect of or in connection with the DIP Financing and the DIP Documents, including, without limitation: all loans made to and guarantees issued by the DIP Loan Parties pursuant to the DIP Documents and any DIP Obligations shall be deemed to have been extended by the DIP Agents and the DIP Lenders and their respective affiliates in good faith, as that term is used in section 364(e) of the Bankruptcy Code and in express reliance upon the protections offered by section 364(e) of the Bankruptcy Code, and the DIP Agents and the DIP Lenders (and the successors and assigns thereof) shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event that this Final Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. (ix) The Prepetition Secured Parties have acted in good faith regarding the DIP Financing and the DIP Loan Parties’ continued use of the Prepetition Secured Notes Collateral (including Cash Collateral) to fund the administration of the Debtors’ estates and the DIP Loan Parties’ continued operation of their businesses (including the incurrence and payment of the Adequate Protection Obligations and the granting of the Adequate Protection Liens (as defined herein)), in accordance with the terms hereof, and the Prepetition Secured Parties (and the successors and assigns thereof) shall be entitled to the full protection of sections 363(m) of the Bankruptcy Code in the event that this Final Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise.

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(x) The Prepetition Secured Parties are entitled to the Adequate Protection provided in this Final Order as and to the extent set forth herein pursuant to sections 361, 362, 363 and 364 of the Bankruptcy Code. Based on the DIP Motion and on the record presented to the Court, the terms of the proposed adequate protection arrangements and of the use of the Prepetition Secured Notes Collateral (including Cash Collateral) are fair and reasonable, reflect the DIP Loan Parties’ prudent exercise of business judgment and constitute reasonably equivalent value and fair consideration for the use of the Prepetition Secured Notes Collateral, including the Cash Collateral; provided that nothing in the Interim Order, this Final Order, or the DIP Documents shall (x) be construed as the affirmative consent by any of the Prepetition Secured Parties for the use of Cash Collateral other than on the terms set forth in the Interim Order and this Final Order, in each case, in the context of the DIP Financing authorized by the Interim Order and this Final Order to the extent such consent has been or will be given, (y) be construed as a consent by any party to the terms of any other financing or any other lien encumbering the Prepetition Secured Notes Collateral (whether senior or junior) or (z) prejudice, limit or otherwise impair the rights of any of the Prepetition Secured Parties, subject to any applicable provisions of the DIP Intercreditor Agreement, to seek new, different or additional adequate protection or assert the interests of any of the Prepetition Secured Parties, and the rights of any other party in interest, including the Debtors, to object to such relief are hereby preserved. (xi) The Prepetition Secured Parties would not have otherwise consented to the use of their Cash Collateral, the subordination of their liens to the DIP Liens (as defined herein), or the grant of the pari passu DIP Liens with respect to the Prepetition Secured Notes Liens granted by the Non-Debtor Pledgors and the DIP Agents and the DIP Lenders would not have provided the DIP Facility or extended credit to the DIP Loan Parties thereunder without the agreement of

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the Non-Debtor Pledgors to execute the DIP Intercreditor Agreement and to consent to the jurisdiction of this Court in all matters arising out of or relating to the DIP Loans, the DIP Documents and the DIP Liens and the agreement of the Debtors to cause the Non-Debtor Pledgors to do the same. The consent of the Non-Debtor Pledgors to the jurisdiction of the Court in all of the foregoing matters created greater availability under the DIP Facility and benefited the Debtors and their estates because it enabled the Debtors to obtain urgently needed financing critical to administering these Chapter 11 Cases and to funding their operations and avoided disruption to the Debtors’ business operations. (xii) The Debtors prepared and delivered to the DIP Agents and the advisors to the DIP Lenders an initial budget, a copy of which was attached as Exhibit 2 to the Interim Order (the “Initial DIP Budget”). The Initial DIP Budget reflects the Debtors’ and certain Non-Debtor Pledgors’ anticipated cash receipts and anticipated disbursements for each calendar week during the period from the Petition Date through and including the end of the thirteen (13) weeks following the Petition Date. The Initial DIP Budget may be modified, amended and updated from time to time in accordance with the DIP Credit Agreement and, once approved by the “Requisite Lenders” (as defined in the DIP Credit Agreement) (the “Requisite DIP Lenders”), shall supplement and replace the Initial DIP Budget (the Initial DIP Budget and each subsequent approved budget, shall constitute without duplication, an “Approved Budget”). The Debtors believe that the Initial DIP Budget is reasonable under the facts and circumstances. The DIP Agents and the DIP Lenders relied, in part, upon the Debtors’ agreement to comply with the Approved Budget (subject to the Permitted Variances) as provided in the DIP Credit Agreement, the other DIP Documents, the Interim Order, and this Final Order in determining to enter into the postpetition financing arrangements provided for in this Final Order.

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(xiii) In accordance with Bankruptcy Local Rule 4001-2(g)(9), each of the Prepetition Secured Parties shall be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code and the “equities of the case” exception under section 552(b) of the Bankruptcy Code shall not apply to the Prepetition Secured Parties with respect to proceeds, product, offspring, or profits with respect to any of the Prepetition Secured Notes Collateral. (xiv) In light of the prepackaged nature of the Debtors’ Chapter 11 Cases, cause exists to reduce the periods for investigation of the stipulations, acknowledgements, or admissions of the Debtors herein as permitted under Bankruptcy Local Rule 4001-2(g)(4)(c). I. Immediate Entry. Sufficient cause exists for immediate entry of this Final Order pursuant to Bankruptcy Rule 4001(b)(2) and (c)(2). Absent granting the relief set forth in this Final Order, the Debtors’ estates will be immediately and irreparably harmed. Consummation of the DIP Financing and the use of Prepetition Secured Notes Collateral (including Cash Collateral), in accordance with the Interim Order, this Final Order, and the DIP Documents, are in the best interests of the Debtors’ estates and consistent with the Debtors’ exercise of their fiduciary duties. J. Permitted Priority Liens; Continuation of Prepetition Secured Notes Liens. Nothing herein shall constitute a finding or ruling by this Court that any alleged Permitted Priority Lien (other than any Primed Lien) is valid, senior, enforceable, prior, perfected or non-avoidable. Moreover, nothing herein shall prejudice the rights of any party-in-interest, including, but not limited to, the Debtors, the DIP Agents, the DIP Lenders, the Prepetition Secured Parties or a Creditors’ Committee (if appointed) to challenge the validity, priority, enforceability, seniority, avoidability, perfection or extent of any alleged Permitted Priority Lien (other than any Primed Lien). The right of a seller of goods to reclaim such goods under section 546(c) of the Bankruptcy Code is not a Permitted Priority Lien and is expressly subject to the DIP Liens (as defined herein).

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The Prepetition Secured Notes Liens granted to secure the Prepetition Secured Notes Obligations and the DIP Liens granted to secure the DIP Obligations are continuing liens and the Prepetition Secured Notes Collateral or the DIP Collateral, as applicable, is and will continue to be encumbered by the applicable liens. For the avoidance of doubt, the DIP Liens shall not prime the Inventory Financing Facilities Liens or the Prepetition Secured Notes Liens granted by the Non-Debtor Pledgors. All Prepetition Secured Notes Liens and pari passu DIP Liens encumbering the assets of the Non-Debtor Pledgors shall be subject to the terms of the DIP Intercreditor Agreement. Based upon the foregoing findings and conclusions, the DIP Motion and the record before the Court with respect to the DIP Motion, and after due consideration and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. Motion GRANTED. The relief sought in the DIP Motion is granted, the relief described herein is authorized and approved, and the use of Cash Collateral is authorized, in each case, on a final basis and subject to the terms and conditions set forth in the DIP Documents and this Final Order. All objections to this Final Order to the extent not withdrawn, waived, settled, or resolved are hereby denied and overruled on the merits. 2. Authorization of the DIP Financing and the DIP Documents. (a) The DIP Loan Parties were, by the Interim Order, and hereby are, authorized on a final basis to execute, deliver, enter into and, as applicable, perform all of their obligations under the DIP Documents and such other and further acts as may be necessary, appropriate or desirable in connection therewith. Subject to the terms of the DIP Documents and this Final Order, the Borrowers were, by the Interim Order, and hereby are, authorized on a final basis to borrow money pursuant to the DIP Credit Agreement and each DIP Guarantor was, by the Interim Order,

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and hereby is, authorized on a final basis to provide a guaranty of payment in respect of the Borrower’s obligations with respect to such borrowings, subject to any limitations on borrowing under the DIP Documents, which shall be used for all purposes permitted under the DIP Documents, subject to and in accordance with the Approved Budget (subject to the Permitted Variances), including, without limitation, to provide working capital for the Debtors and to pay interest, fees and expenses and provide adequate protection and make other payments in accordance with this Final Order and the DIP Documents, as set forth in the DIP Documents. The Debtors were, by the Interim Order, and hereby are, authorized on a final basis to cause the Non-Debtor Pledgors to execute, deliver, enter into and, as applicable, perform all of their obligations under the DIP Documents and such other and further acts as may be necessary, appropriate or desirable in connection therewith. (b) In furtherance of the foregoing and without further approval of this Court, each DIP Loan Party was, by the Interim Order, and hereby is, authorized and directed on a final basis to perform all acts, to make, execute and deliver all instruments, certificates, agreements and documents (including, without limitation, the execution or recordation of pledge and security agreements, mortgages, financing statements and other similar documents) and to pay all fees and expenses in connection with or that may be reasonably required, necessary, or desirable for the DIP Loan Parties’ performance of their obligations under or related to the DIP Financing, including, without limitation: (i) the execution and delivery of, and performance under, each of the DIP Documents; (ii) the execution and delivery of, and performance under, one or more amendments, waivers, consents or other modifications to and under the DIP Documents, in each

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case, in such form as the DIP Loan Parties and the DIP Agents (acting in accordance with the terms of the DIP Credit Agreement) may agree, it being understood that no further approval of this Court shall be required for any authorizations, amendments, waivers, consents or other modifications to and under the DIP Documents (and any fees and other expenses (including attorneys’, accountants’, appraisers’ and financial advisors’ fees), amounts, charges, costs, indemnities and other obligations paid in connection therewith) that do not shorten the maturity of the extensions of credit thereunder or increase the aggregate commitments or the rate of interest payable thereunder; provided that, for the avoidance of doubt, updates and supplements to the Approved Budget required to be delivered by the DIP Loan Parties under the DIP Documents shall not be considered amendments or modifications to the Approved Budget or the DIP Documents; (iii) the non-refundable payment to the DIP Agents and the DIP Lenders, as the case may be, of all fees, including structuring fees, administrative agent’s or collateral agent’s fees, upfront fees, closing fees and professional fees payable under the DIP Credit Agreement or the Fee Letters (which fees shall be irrevocable and shall be deemed to have been approved upon entry of the Interim Order on a final basis upon entry of this Final Order, whether or not the fees arose before or after the Petition Date, and whether or not the transactions contemplated hereby are consummated, and upon payment thereof, shall not be subject to any contest, attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy Code, applicable non-bankruptcy law or otherwise) and any amounts due (or that may become due) in respect of the indemnification and expense reimbursement obligations, in each case referred to in the DIP Credit Agreement or DIP Documents (or in any separate letter agreements, including, without limitation, the Restructuring Support Agreement under which the

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DIP Lenders provided their commitments with respect to the DIP Facility and the Fee Letters between any or all DIP Loan Parties, on the one hand, and any of the DIP Agents and/or DIP Lenders, on the other, in connection with the DIP Financing) and the costs and expenses as may be due from time to time under the DIP Documents, including, without limitation, fees and expenses of the professionals retained by, or on behalf of, any of the DIP Agents or DIP Lenders (including (i) Dechert LLP, legal counsel to the DIP Lenders, (ii) Link Capital Partners S.p.A., as financial advisor to Dechert LLP as counsel to the DIP Lenders and the DIP Administrative Agent, (iii) Ross PLLC, as legal counsel to the DIP Collateral Agent, (iv) Prieto Abogados S.p.A., Chilean legal counsel to the DIP Lenders and the DIP Administrative Agent; (v) Pinheiro Neto, Brazilian legal counsel to the DIP Lenders and the DIP Administrative Agent, (vi) Hernández y Cía, Peruvian legal counsel to the DIP Lenders and the DIP Administrative Agent, (vii) Ferrere Abogados, Uruguayan legal counsel to the DIP Lenders and the DIP Administrative Agent, (viii) Batalla, Costa Rican legal counsel to the DIP Lenders and the DIP Administrative Agent, and (ix) any other local advisor or legal counsel to any of the DIP Secured Parties in any foreign jurisdictions and any other advisors as are permitted under the DIP Documents), in each case, as provided for in the DIP Documents (the “DIP Fees and Expenses”), without the need to file retention motions or fee applications; and (iv) the performance of all other acts required under or in connection with the DIP Documents, including the granting of the DIP Liens and the DIP Superpriority Claims and perfection of the DIP Liens and DIP Superpriority Claims as permitted herein and therein. (c) The Debtors were, by the Interim Order, and hereby are, authorized on a final basis to execute, deliver, enter into and, as applicable, perform all of their obligations (including the payment of the Consorcio Fees and Expenses) under the Consorcio Joinder in

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accordance with the terms therein and to take such other and further acts as may be necessary, appropriate or desirable in connection therewith. (d) From and after the Petition Date, the Debtors shall use the proceeds of the extensions of credit under the DIP Facility only for the purposes specifically set forth in the DIP Credit Agreement and this Final Order and in compliance with the Approved Budget (subject to the Permitted Variances). 3. DIP Obligations. Upon execution and delivery of the DIP Documents, the DIP Documents constituted legal, valid, binding and non-avoidable obligations of the DIP Loan Parties, enforceable against each DIP Loan Party (and in the case of the Debtors, their estates) in accordance with the terms of the DIP Documents and this Final Order, and any successors thereto, including any trustee appointed in the Chapter 11 Cases, or in any case under Chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing (collectively, the “Successor Cases”). Upon execution and delivery of the DIP Documents, the DIP Obligations included all loans and any other indebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the Debtors to any of the DIP Agents or DIP Lenders, in each case, under, or secured by, the DIP Documents or this Final Order, including all principal, interest, costs, fees, expenses and other amounts under the DIP Documents (including this Final Order). The Debtors shall be jointly and severally liable for the DIP Obligations. The DIP Obligations shall be due and payable and the use of Cash Collateral shall cease following the Termination Declaration Date (as defined herein) or the occurrence of any event or condition set forth in paragraph 19(b) of this Final Order, in each case on the terms provided in paragraph 9(d) hereof. Except as permitted hereby, no obligation, payment, transfer, or grant of security hereunder or under the DIP

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Documents to the DIP Agents and/or the DIP Lenders (including their Representatives) shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544, and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transactions Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any defense, avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), disallowance, impairment, claim, counterclaim, cross-claim, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity. 4. Non-Debtor Pledgor Actions. The agreement of the Non-Debtor Pledgors to execute the DIP Intercreditor Agreement and to consent to the jurisdiction of this Court in all matters arising out of or relating to the DIP Loans, the DIP Documents, and the DIP Liens and the agreement of the Debtors to cause the Non-Debtor Pledgors to do the same were, by the Interim Order, and hereby are, authorized on a final basis as and shall be compensation for, in consideration for, a necessary inducement for, and on account of the agreement of the DIP Lenders to fund amounts under the DIP Facility and of the Prepetition Secured Parties to consent to the use of their Cash Collateral, the priming of Prepetition Secured Notes Liens by the DIP Liens granted by the Debtors, and the grant of the pari passu DIP Liens on the Prepetition Secured Notes Collateral pledged by the Non-Debtor Pledgors to secure the Prepetition Secured Notes Obligations. 5. Carve Out. (a) Carve Out. As used in this Final Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory

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rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, compensation or procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and a Creditors’ Committee, if applicable, pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals”) at any time before or on the first business day following delivery by the DIP Agents (acting at the direction of the Requisite DIP Lenders (as defined in the DIP Credit Agreement) of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) (x) Allowed Professional Fees of Debtor Professionals in an aggregate amount not to exceed $500,000 and (y) Allowed Professional Fees of any Creditors’ Committee (if appointed) in an aggregate amount not to exceed $50,000, in each case incurred or accrued after the first business day following delivery by the DIP Agents (acting at the direction of the Requisite DIP Lenders, as applicable) of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, compensation or procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agents (at the direction of the Requisite DIP Lenders) to the Debtors, their lead restructuring counsel, legal counsel to the Creditors’ Committee (if appointed), and the U.S. Trustee, which notice may be delivered following the occurrence and during the continuation of an Event of Default and acceleration of the DIP

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Obligations under the DIP Credit Agreement, stating that the Post-Carve Out Trigger Notice Cap has been invoked. (b) The Carve-Out shall be senior to all liens and claims (including administrative and superpriority claims) against the Debtors that secure the DIP Obligations, the Prepetition Secured Notes Obligations, the Adequate Protection Obligations and all other liens or claims (including administrative and superpriority claims), including all other forms of adequate protection, liens or claims (including administrative and superpriority claims) granted by the Debtors and recognized as valid herein. (c) Payment of Allowed Professional Fees Prior to the Termination Declaration Date. Any payment or reimbursement made prior to the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall not reduce the Carve Out. (d) No Obligation to Pay Allowed Professional Fees. None of the DIP Agents, DIP Lenders, or the Prepetition Secured Parties shall be responsible for the payment or reimbursement of any fees or disbursements of any Debtor Professionals incurred in connection with the Chapter 11 Cases or any Successor Cases under any chapter of the Bankruptcy Code. Nothing in this Final Order or otherwise shall be construed to obligate the DIP Agents, the DIP Lenders, or the Prepetition Secured Parties, in any way, to pay compensation to, or to reimburse expenses of, any Debtor Professional or to guarantee that the Debtors have sufficient funds to pay such compensation or reimbursement. (e) Payment of Carve Out on or After the Termination Declaration Date. Any payment or reimbursement made on or after the occurrence of the Termination Declaration Date

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in respect of any Allowed Professional Fees shall permanently reduce the Carve Out on a dollar-for-dollar basis. 6. DIP Superpriority Claims. Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtors on a joint and several basis (without the need to file any proof of claim) with priority over any and all claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code and any and all administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code (including the Adequate Protection Obligations), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the “DIP Superpriority Claims”) shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition property of the Debtors and all proceeds thereof (excluding claims and causes of action under sections 502(d), 544, 545, 547, 548, 550, and 553 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code (collectively, “Avoidance Actions”) but including any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”) in accordance with the DIP Documents and this Final Order, subject only to the liens on such property and the Carve Out. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event that this Final Order or any provision hereof is vacated, reversed or modified,

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on appeal or otherwise. The DIP Superpriority Claims shall be pari passu in right of payment with one another and senior to the 507(b) Claims (as defined herein). No other superpriority claims equal or senior to the DIP Superpriority Claims or the Prepetition Secured Notes Obligations shall be granted or allowed in these Chapter 11 Cases and the Debtors will not seek any other postpetition debtor-in-possession financing other than under the DIP Facility except as permitted by the DIP Documents or with the consent of the DIP Secured Parties. 7. DIP Liens. In addition to the DIP Liens granted under clause 7(e) of this paragraph, as security for the DIP Obligations, effective and automatically and properly perfected upon the date of the Interim Order (and ratified and continuing with this Final Order) and without the necessity of the execution, recordation or filing by the Debtors of mortgages, security agreements, control agreements, pledge agreements, financing statements, notation of certificates of title for titled goods or other similar documents, or the possession or control by the DIP Agents of, or over, any DIP Collateral, the following valid, binding, continuing, enforceable and non-avoidable security interests and liens (all liens and security interests granted to the DIP Collateral Agent, for its benefit and for the benefit of the DIP Secured Parties, pursuant to the Interim Order, this Final Order, and the DIP Documents, including those to be granted in accordance with clause 7(e) of this paragraph, the “DIP Liens”) were, by the Interim Order, and hereby are, granted on a final basis to the DIP Collateral Agent for its own benefit and the benefit of the DIP Secured Parties (all property identified in clauses (a) through (c) and (e) below being collectively referred to as the “DIP Collateral”): (a) Liens on Unencumbered Property. Pursuant to section 364(c)(2) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected first priority senior security interest in and lien upon all prepetition and postpetition property of the Debtors, whether

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existing on the Petition Date or thereafter acquired, that, as of the Petition Date, was not subject to Permitted Priority Liens, including, without limitation, any and all unencumbered cash of the Debtors (whether maintained with any of the DIP Agents or otherwise) and any investment of cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, fixtures, machinery, equipment, general intangibles, documents, instruments, securities, goodwill, commercial tort claims and claims that may constitute commercial tort claims (known and unknown), chattel paper, interests in leaseholds, real properties, deposit accounts, patents, copyrights, trademarks, trade names, rights under license agreements and other intellectual property, capital stock of subsidiaries, wherever located, and the proceeds, products, rents and profits of the foregoing, whether arising under section 552(b) of the Bankruptcy Code or otherwise, of all the foregoing (the “Unencumbered Property”), in each case other than the Avoidance Actions (but, for the avoidance of doubt, “Unencumbered Property” shall include Avoidance Proceeds); (b) Liens Priming Certain Prepetition Secured Parties’ Liens. Pursuant to section 364(d)(1) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected first priority priming security interest in and lien upon all prepetition and postpetition property of the Debtors, regardless of where located, regardless of whether or not any Prepetition Secured Notes Liens on the assets are voided, avoided, invalidated, lapsed or unperfected (the “DIP Priming Liens”). The DIP Priming Liens shall prime in all respects the interests of the Prepetition Secured Parties arising from current and future liens of the Prepetition Secured Parties (including, without limitation, the Adequate Protection Liens granted to the Prepetition Secured Parties) that encumber assets of the Debtors (the “Primed Liens”). Notwithstanding anything herein to the contrary, the DIP Priming Liens shall be (i) subject and junior to the Carve Out, (ii)

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junior to the Inventory Financing Facilities Liens, (iii) junior to the Permitted Priority Liens (other than the Primed Liens), (iv) senior in all respects to the Prepetition Secured Notes Liens, and (v) senior to the Adequate Protection Liens; provided, however, for the avoidance of doubt, no DIP Liens shall encumber any Excluded Asset; (c) Liens Junior to Certain Other Liens. Pursuant to section 364(c)(3) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected security interest in and lien upon all tangible and intangible prepetition and postpetition property of each Debtor that is subject to either (i) the Permitted Priority Liens (other than the Primed Liens), or (ii) the Inventory Financing Facilities Liens, which shall be junior and subordinate to (x) any Permitted Priority Liens (other than the Primed Liens) and (y) any Inventory Financing Facilities Liens; provided, however, for the avoidance of doubt, no DIP Liens shall encumber any Excluded Asset; and (d) Liens Senior to Certain Other Liens. The DIP Liens shall not be (i) subject or subordinate to or made pari passu with (A) any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy Code, (B) unless otherwise provided for in the DIP Documents or in this Final Order, any liens or security interests arising after the Petition Date, including, without limitation, any liens or security interests granted in these Chapter 11 Cases or in favor of any federal, state, municipal or other governmental unit (including any regulatory body), commission, board or court for any liability of the Debtors, or (C) any intercompany or affiliate liens of the DIP Loan Parties or security interests of the DIP Loan Parties; or (ii) subordinated to or made pari passu with any other lien or security interest under section 363 or 364 of the Bankruptcy Code granted after the date hereof; and (e) Non-Debtor Pledgor DIP Liens Ranking Pari Passu to the Prepetition Secured Notes Liens. Pursuant to the DIP Documents (including the DIP Intercreditor Agreement),

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as security for the DIP Obligations, the Debtors caused the Non-Debtor Pledgors to grant, and the Non-Debtor Pledgors granted (x) in the case of Non-Debtor Pledgors organized in Peru, valid, binding, continuing, enforceable, senior security interests in and liens upon all Prepetition Secured Notes Collateral pledged by the Peruvian Non-Debtor Pledgors (whether directly or in trust) to secure the Prepetition Secured Notes Obligations, which liens shall rank pari passu in all respects with the Prepetition Secured Notes Liens and be subject to the DIP Intercreditor Agreement, and (y) in the case of Non-Debtor Pledgors organized in Costa Rica, valid, binding, continuing, enforceable, senior security interests in and liens upon (1) certain unencumbered assets owned by the Costa Rican Non-Debtor Pledgors as provided under the DIP Documents, which security interests and liens shall be of first-ranking priority in all respects, and (2) all Prepetition Secured Notes Collateral pledged by the Costa Rican Non-Debtor Pledgors (whether directly or in trust) to secure the Prepetition Secured Notes Obligations, which liens shall rank pari passu in all respects with the Prepetition Secured Notes Liens and be subject to the DIP Intercreditor Agreement. 8. Excluded Assets and Inventory Financing Facilities Liens. Notwithstanding the foregoing provisions of paragraph 7, the DIP Collateral shall not include and no DIP Liens shall encumber the Excluded Assets identified in the DIP Documents for so long as such assets constitute Excluded Assets. In the event any Debtor or Non-Debtor Pledgor grants an Inventory Financing Facility Lien over any inventory comprised of vehicles, vehicle parts, vehicle accessories and/or other inventory or receivables to secure Inventory Debt (as defined in the DIP Credit Agreement), solely to the extent permitted under the DIP Credit Agreement and consistent with its past practices, (such pledged assets, the “Newly Pledged Inventory”) to secure its obligations under an Inventory Financing Facility and such grant is otherwise permitted under the terms of the Prepetition Secured Notes Documents and the DIP Documents, all DIP Liens and

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Adequate Protection Liens with respect to the Newly Pledged Inventory shall be automatically and unconditionally released, provided that (i) the proceeds of the Inventory Financing Facility secured by the Newly Pledged Inventory will be subject to first ranking and priming DIP Liens and Adequate Protection Liens (in the case of the Non-Debtor Pledgors organized in Costa Rica, as provided under the DIP Documents) and (ii) other than with respect to any Newly Pledged Inventory of the Debtors constituting Excluded Assets, the DIP Secured Parties and the Prepetition Secured Parties shall be given junior DIP Liens and junior Adequate Protection Liens in any Newly Pledged Inventory owned by the Debtors, in each case, without further approval of this Court and subject to the priority and other provisions of this Final Order, provided that such junior DIP Liens and junior Adequate Protection Liens in the Newly Pledged Inventory shall be automatically and unconditionally released without further approval or order of this Court upon any transfer of title to such Newly Pledged Inventory to third parties in the ordinary course of business and consistent with the Debtors’ past practices. Furthermore, in the event any Debtor sells any account receivable consisting of DIP Collateral in a factoring transaction solely to the extent permitted under the DIP Credit Agreement and consistent with its past practices (such assets, the “Factoring Receivables”) and such sale is otherwise permitted under the terms of the Prepetition Secured Notes Documents and the DIP Documents, all DIP Liens and Adequate Protection Liens with respect to the Factoring Receivables shall be automatically and unconditionally released, provided that the proceeds from the sale of such Factoring Receivables will be subject to first ranking and priming DIP Liens and Adequate Protection Liens. 9. Protection of DIP Lenders’ Rights. (a) So long as there are any DIP Obligations outstanding or the DIP Lenders have any outstanding Term Loan Commitments (as defined in the DIP Documents) (the “DIP

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Commitments”) under the DIP Documents, subject to the DIP Intercreditor Agreement and unless the DIP Agents (acting at the direction of the Requisite DIP Lenders) have otherwise provided their written consent, the Prepetition Secured Parties shall: (i) have no right to and shall take no action to foreclose upon, or recover in connection with, the liens granted thereto pursuant to the Prepetition Secured Notes Documents or this Final Order, or otherwise seek to exercise or enforce any rights or remedies against the DIP Collateral, including in connection with the Adequate Protection Liens; (ii) be deemed to have consented to any transfer, disposition or sale of, or release of liens on, the DIP Collateral (but not any proceeds of such transfer, disposition or sale to the extent remaining after payment in cash in full of the DIP Obligations and termination of the DIP Commitments), to the extent the transfer, disposition, sale or release is authorized under the DIP Documents; (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the DIP Collateral other than as necessary to give effect to this Final Order, other than, (x) solely as to this clause (iii), the DIP Collateral Agent and the Prepetition Secured Notes Collateral Agent executing the DIP Intercreditor Agreement and the other DIP Documents and the DIP Collateral Agent and the Prepetition Secured Notes Collateral Agent filing financing statements or other documents to perfect the liens granted pursuant to the Interim Order, this Final Order, or the DIP Documents, or (y) as may be required by applicable state law or foreign law to complete a previously commenced process of perfection or to continue the perfection of valid and non-avoidable liens or security interests existing as of the Petition Date; and (iv) deliver or cause to be delivered, at the DIP Loan Parties’ cost and expense, any termination statements, releases and/or assignments in favor of the DIP Agents or the DIP Lenders or other documents necessary

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to effectuate and/or evidence the release, termination and/or assignment of liens on any portion of the DIP Collateral subject to any sale or court-approved disposition. (b) To the extent any Prepetition Secured Party has possession of any Prepetition Secured Notes Collateral or DIP Collateral or has control with respect to any Prepetition Secured Notes Collateral or DIP Collateral, or has been noted as secured party on any certificate of title for a titled good constituting Prepetition Secured Notes Collateral or DIP Collateral, then such Prepetition Secured Party shall be deemed to maintain such possession or notation or exercise such control as a gratuitous bailee and/or gratuitous agent for perfection for the benefit of the DIP Agents and the DIP Lenders, and such Prepetition Secured Party and the Prepetition Agents shall comply with the instructions of the DIP Collateral Agent with respect to the exercise of such control. (c) Any proceeds of Prepetition Secured Notes Collateral subject to the Primed Liens received by any Prepetition Secured Party, whether in connection with the exercise of any right or remedy (including setoff) relating to the Prepetition Secured Notes Collateral or otherwise received by any of the Prepetition Agents, shall be segregated and held in trust for the benefit of and forthwith paid over to the DIP Agents for the benefit of the DIP Secured Parties in the same form as received, with any necessary endorsements. Any proceeds of Prepetition Secured Notes Collateral subject to DIP Liens ranking pari passu to the Prepetition Secured Notes Liens received by any Prepetition Secured Party, whether in connection with the exercise of any right or remedy (including setoff) relating to the Prepetition Secured Notes Collateral or otherwise received by any of the Prepetition Agents, shall be segregated and held in trust and forthwith paid over to the DIP Agents in the same form as received with any necessary endorsements for application in accordance with the DIP Intercreditor Agreement. The DIP Agents are hereby authorized to make

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any such endorsements as agent for each of the Prepetition Agents or any such Prepetition Secured Parties. The authorizations in this paragraph are coupled with an interest and are irrevocable. (d) The Automatic Stay is hereby modified to the extent necessary to permit each applicable DIP Agent (acting at the direction of the Requisite DIP Lenders) to take any or all of the following actions, at the same time or different times, in each case without further order or application of the Court and immediately upon the occurrence of an Event of Default: (i) deliver a notice of an Event of Default to the Debtors; (ii) declare the termination, reduction or restriction of any further DIP Commitment to the extent any such DIP Commitment remains; (iii) declare the termination of the DIP Documents as to any future obligation of the DIP Agents and the DIP Lenders (but, for the avoidance of doubt, without affecting any of the DIP Liens or the DIP Obligations); (iv) declare all applicable DIP Obligations to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the DIP Loan Parties; and (v) declare a termination, reduction, or restriction on the ability of the Debtors to use Cash Collateral; provided that such declaration shall be subject to the Carve Out and effective two (2) business days following delivery of a notice of an Event of Default by the DIP Agents to the Debtors (and their lead restructuring counsel) (the “Cash Collateral Notice Period”) (any such declaration of the foregoing (i) through (v), a “Termination Declaration” and the date of such Termination Declaration, the “Termination Declaration Date”). The Termination Declaration shall be given by electronic mail (or other electronic means) to the Debtors (and their lead restructuring counsel), counsel to a Creditors’ Committee (if appointed), and the U.S. Trustee. The Automatic Stay otherwise applicable to the DIP Agents, the DIP Lenders and the Prepetition Secured Parties is hereby modified so that, five (5) business days after the date a Termination Declaration is delivered (the “Remedies Notice Period”): (A) the applicable DIP Agents, acting at

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the direction of the Requisite DIP Lenders, shall be entitled to exercise their rights and remedies in accordance with the respective DIP Documents and this Final Order and shall be permitted to satisfy the relevant DIP Obligations, DIP Superpriority Claims, and DIP Liens, subject to the Carve Out, and (B) the applicable Prepetition Secured Parties shall be entitled to exercise their rights and remedies to satisfy the relevant Prepetition Secured Notes Obligations, Adequate Protection Obligations, 507(b) Claims, and Adequate Protection Liens, in each case (A) and (B), subject to and consistent with (i) the Carve Out, (ii) this Final Order, and (iii) the DIP Documents (including the DIP Intercreditor Agreement), as applicable. For the avoidance of doubt, during the Remedies Notice Period, the applicable DIP Secured Parties and the applicable Prepetition Secured Parties shall not exercise any rights of foreclosure, set off or other enforcement rights with respect to the assets of the Non-Debtor Pledgors. Following expiration of the Remedies Notice Period, whether or not the maturity of any of the DIP Obligations shall have been accelerated, the Automatic Stay imposed under section 105 or section 362(a) of the Bankruptcy Code or otherwise will automatically be terminated with respect to the DIP Agents and DIP Lenders and the Prepetition Secured Parties who shall be permitted to proceed to protect, enforce and exercise all other rights and remedies provided for in the DIP Documents and the Prepetition Secured Notes Documents and under applicable law, including, but not limited to, by (w) bringing any action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in any such DIP Document or Prepetition Secured Debt Document or any instrument pursuant to which such DIP Obligations or Prepetition Secured Notes Obligations are evidenced, (x) foreclosing on all of or any portion of the DIP Collateral or Prepetition Secured Notes Collateral including freezing any Cash Collateral held in the Debtors’ or Non-Debtor Pledgors’ accounts, (y) immediately setting-off any and all amounts in accounts maintained by the Debtors against the

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DIP Obligations or the Prepetition Secured Notes Obligations, or otherwise enforcing any and all rights against any DIP Collateral or Prepetition Secured Notes Collateral in the possession of the DIP Agents, the Prepetition Agents, or otherwise, including, without limitation, disposition of the DIP Collateral or the Prepetition Secured Notes Collateral and application of net cash proceeds thereof to satisfaction of the DIP Obligations and the Prepetition Secured Notes Obligations, and (z) taking any other actions or exercising any other rights or remedies permitted under this Final Order, the DIP Documents, the Prepetition Secured Notes Documents or applicable law, in each case, without further notice to or order of the court unless the Debtors, the Creditors’ Committee (if appointed), any other party in interest, and/or the U.S. Trustee have obtained an order of the Court preventing such action. During the Remedies Notice Period, (i) the Debtors shall be prohibited from requesting any further draws under the DIP Facility and (ii) the only basis on which the Debtors, the Creditors’ Committee (if appointed), any other party in interest, and the U.S. Trustee shall be entitled to seek an emergency hearing within the Remedies Notice Period with the Court shall be to contest whether an Event of Default has occurred and/or is continuing and the DIP Agents and the DIP Lenders shall consent to such emergency hearing. Except as expressly provided for herein, the Debtors hereby waive their right to and shall not be entitled to seek relief, including, without limitation, under section 105 of the Bankruptcy Code, to the extent that such relief would in any way impair or restrict the rights and remedies of the DIP Agents, the DIP Lenders, or the Prepetition Secured Parties. (e) No rights, protections or remedies of the DIP Agents or the DIP Lenders granted by the provisions of this Final Order or the DIP Documents shall be limited, modified or impaired in any way by: (i) any actual or purported withdrawal of the consent of any party to the Debtors’ authority to continue to use Cash Collateral; (ii) any actual or purported termination of

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the Debtors’ authority to continue to use Cash Collateral; or (iii) the terms of any other order or stipulation related to the Debtors’ continued use of Cash Collateral or the provision of adequate protection to any party. 10. Limitation on Charging Expenses Against Collateral. In accordance with Bankruptcy Local Rule 4001-2(g)(9), except to the extent of the Carve Out, no costs or expenses of administration of the Chapter 11 Cases or any Successor Cases or any future proceeding that may result therefrom, including liquidation in bankruptcy or other proceedings under the Bankruptcy Code, shall be charged against or recovered from the DIP Collateral (including Cash Collateral) or Prepetition Secured Notes Collateral (including Cash Collateral) pursuant to section 506(c) of the Bankruptcy Code or any similar principle of law, without the prior written consent of the DIP Agents or the Prepetition Agents, as applicable, and no consent shall be implied from any other action, inaction or acquiescence by the DIP Agent, the DIP Lenders, the DIP Secured Parties, the Prepetition Agents or the Prepetition Secured Parties, and nothing contained in the Interim Order or this Final Order shall be deemed to be a consent by the DIP Agent, the DIP Lenders, the DIP Secured Parties, the Prepetition Agents or the Prepetition Secured Parties to any charge, lien, assessment or claim against the DIP Collateral (including Cash Collateral) or Prepetition Secured Notes Collateral (including Cash Collateral) under section 506(c) of the Bankruptcy Code or otherwise. 11. No Marshaling. In accordance with Bankruptcy Local Rule 4001-2(g)(9) and pursuant to this Final Order and the agreement of the Debtors as a condition to obtaining financing under the DIP Facility, in no event shall the DIP Agent, the DIP Lenders, the Prepetition Agents or the Prepetition Secured Parties be subject to the equitable doctrine of “marshaling” or any similar doctrine with respect to the DIP Collateral, the DIP Obligations, the Prepetition Secured

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Notes Obligations, or the Prepetition Secured Notes Collateral. Pursuant to this Final Order and the agreement of the Debtors as a condition to obtaining financing under the DIP Facility, in no event shall the “equities of the case” exception in section 552(b) of the Bankruptcy Code apply to the Prepetition Agents or the Prepetition Secured Parties with respect to proceeds, products, offspring or profits of any Prepetition Secured Notes Collateral. 12. Payments Free and Clear. Any and all payments or proceeds remitted to, by or through the DIP Agents on behalf of the DIP Secured Parties pursuant to the provisions of the Interim Order, this Final Order, the DIP Documents or any subsequent order of the Court shall be irrevocable, received free and clear of any claim, charge, assessment or other liability, including, without limitation, any claim or charge arising out of or based on, directly or indirectly, sections 506(c) or 552(b) of the Bankruptcy Code, whether asserted or assessed by through or on behalf of the Debtors. 13. Use of Cash Collateral. The Debtors are hereby authorized, subject to the terms and conditions of this Final Order, the DIP Documents, and the Approved Budget (subject to the Permitted Variances), to use all Cash Collateral; provided that (a) the Prepetition Secured Parties are granted the Adequate Protection as hereinafter set forth, (b) except on the terms and conditions of this Final Order, the DIP Loan Parties shall be enjoined and prohibited from at any times using the Cash Collateral absent further order of the Court and (c) following the occurrence of an Event of Default, the Debtors’ use of Cash Collateral of the Prepetition Secured Parties shall terminate simultaneously with the termination of the Debtors’ authority to use Cash Collateral of the DIP Secured Parties following the Cash Collateral Notice Period. 14. Disposition of DIP Collateral. The Debtors shall not sell, transfer, lease, encumber or otherwise dispose of any portion of the DIP Collateral without the prior written consent of the

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DIP Agent and the Requisite DIP Lenders (and no such consent shall be implied from any other action, inaction or acquiescence by the DIP Agent or the Requisite DIP Lenders, or an order of this Court), except: (a) for sales of the Debtors’ inventory in the ordinary course of business as permitted by the DIP Documents, (b) as otherwise provided for in the DIP Documents, the Interim Order, and this Final Order, or (c) as otherwise permitted by an order of the Court and consented to by the DIP Agents and the Requisite DIP Lenders. 15. Adequate Protection of Prepetition Secured Parties. The Prepetition Secured Parties are entitled, pursuant to sections 361, 362, 363(e), 364(d)(1) and 507 of the Bankruptcy Code, to adequate protection of their interests in all Prepetition Secured Notes Collateral (including the Cash Collateral) pledged by the Debtors in an amount equal to the aggregate diminution in the value of the Prepetition Secured Parties’ interests in such Prepetition Secured Notes Collateral (including Cash Collateral) from and after the Petition Date, if any, for any reason provided for under the Bankruptcy Code, including, without limitation, any diminution resulting from the sale, lease or use by the DIP Loan Parties of the Prepetition Secured Notes Collateral, the grant of the pari passu DIP Liens over the Prepetition Secured Notes Collateral pledged by the Non-Debtor Pledgors to secure the Prepetition Secured Notes Obligations, the priming of the Prepetition Secured Notes Liens by the DIP Priming Liens pursuant to the DIP Documents, the Interim Order, and this Final Order, the payment of any amounts under the Carve Out, and the imposition of the Automatic Stay (the “Adequate Protection Claims”). In consideration of the foregoing, the Prepetition Agents, for the benefit of the Prepetition Secured Parties, were, by the Interim Order, and hereby are, granted on a final basis the following as Adequate Protection for the priming of the Prepetition Secured Notes Liens and use of the Prepetition Secured Notes Collateral (including

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Cash Collateral) and to secure repayment of an amount equal to such Adequate Protection Claims (collectively, the “Adequate Protection Obligations”): (a) Prepetition Secured Notes Adequate Protection Liens. The Prepetition Secured Notes Collateral Agent, for itself and for the benefit of the other Prepetition Secured Parties, (i) was granted by the Interim Order (effective and perfected upon the date of the Interim Order (and ratified and continuing with this Final Order) and without the necessity of the execution of any mortgages, security agreements, pledge agreements, financing statements or other agreements) and hereby is, granted on a final basis, in the amount of the Prepetition Secured Parties Adequate Protection Claims, a valid, perfected replacement security interest in and lien upon all of the DIP Collateral pledged by the Debtors, in each case subject and subordinate only to (x) any DIP Liens and any liens to which the DIP Liens are junior and (y) the Carve Out; and (ii) pursuant to the Adequate Protection Perfection Documents (as defined below) and on the timelines specified in paragraph 18 of this Final Order, shall be granted by the Non-Debtor Pledgors organized in Costa Rica valid, binding, continuing, enforceable, senior security interests in and liens upon their inventory, cash, and receivables subject to the DIP Liens (together, (i) and (ii), the “Adequate Protection Liens”). (b) Prepetition Secured Notes Section 507(b) Claims. Each of the Prepetition Secured Notes Indenture Trustee and the Prepetition Secured Notes Collateral Agent, for itself and for the benefit of the other Prepetition Secured Parties, was, by the Interim Order, and hereby is, granted on a final basis, subject to the Carve Out, an allowed superpriority administrative expense claim as provided for in section 507(b) of the Bankruptcy Code in the amount of the Prepetition Secured Parties’ Adequate Protection Claims, with, except as set forth in this Final Order, priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to

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any provision of the Bankruptcy Code (the “507(b) Claims”); which 507(b) Claims shall have recourse to and be payable from all of the DIP Collateral. The 507(b) Claims shall be subject and subordinate only to the Carve Out and the DIP Superpriority Claims. Except to the extent expressly set forth in the Interim Order, this Final Order or the DIP Documents, the Prepetition Secured Parties shall not receive or retain any payments, property or other amounts in respect of the 507(b) Claims unless and until the DIP Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and any claims having a priority superior to or pari passu with the DIP Superpriority Claims have indefeasibly been paid in cash in full and all DIP Commitments have been terminated. (c) Prepetition Secured Parties Fees and Expenses. The DIP Loan Parties shall provide the Prepetition Secured Notes Indenture Trustee and the Prepetition Secured Notes Collateral Agent, for itself and for the benefit of the Prepetition Secured Parties, current cash payments of all reasonable and documented prepetition and postpetition fees and expenses, including, but not limited to, the reasonable and documented fees and out-of-pocket expenses of: (i) Emmet, Marvin, & Martin, LLP, as legal counsel to the Prepetition Secured Notes Indenture Trustee, (ii) Ross PLLC, as legal counsel to the Prepetition Secured Notes Collateral Agent and (iii) any other advisors (including local and foreign legal counsel) retained by the Prepetition Secured Notes Indenture Trustee or the Prepetition Secured Notes Collateral Agent (the “Prepetition Agents Adequate Protection Fees and Expenses”). The DIP Loan Parties shall further provide as adequate protection for the ad hoc group of holders of Prepetition Secured Notes party to the Restructuring Support Agreement (as defined below) (the “Ad Hoc Group of Secured Noteholders”) current cash payments of all reasonable and documented prepetition and postpetition fees and expenses, including, but not limited to, the reasonable and documented fees

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and out-of-pocket expenses of: (i) Dechert LLP, legal counsel to the Ad Hoc Group of Secured Noteholders, (ii) Link Capital Partners S.p.A., as financial advisor to Dechert LLP as counsel to the Ad Hoc Group of Secured Noteholders, (iii) Prieto Abogados S.p.A., Chilean legal counsel to the Ad Hoc Group of Secured Noteholders; (iv) Pinheiro Neto, Brazilian legal counsel to the Ad Hoc Group of Secured Noteholders, (v) Hernández y Cía, Peruvian legal counsel to the Ad Hoc Group of Secured Noteholders, (vi) Ferrere Abogados, Uruguayan legal counsel to the Ad Hoc Group of Secured Noteholders, (vii) Batalla, Costa Rican legal counsel to the Ad Hoc Group of Secured Noteholders, and (viii) any other legal or financial advisors (including local and foreign legal counsel), in each case incurred since November 7, 2019 and relating in any way to the provision of legal services related to the Prepetition Secured Notes, the Debtors, or the Chapter 11 Cases to the Ad Hoc Group of Secured Noteholders (together with the Prepetition Agents Adequate Protection Fees and Expenses, the “Adequate Protection Fees and Expenses”). The Adequate Protection Fees and Expenses shall be subject to the review procedures set forth in paragraph 20 of this Final Order. (d) Budget. Upon payment in full of all DIP Obligations and termination of all DIP Commitments, the Approved Budget shall continue to be updated in accordance with the terms and conditions of the DIP Credit Agreement. (e) Prepetition Secured Parties’ Information Rights and Financial Reporting. The Debtors shall continue to provide the Prepetition Agents, the Prepetition Secured Parties, and the Ad Hoc Group of Secured Noteholders (through its counsel) with financial and other reporting substantially in compliance with the Prepetition Secured Notes Documents. (f) Conditions to Use of Prepetition Secured Notes Cash Collateral. In the event a circumstance exists which would (1) cause the Restructuring Support Agreement dated as

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of March 31, 2021 between, inter alia, the Debtors, the Non-Debtor Pledgors, and the Ad Hoc Group of Secured Noteholders (as may be amended or modified from time to time, the “Restructuring Support Agreement”) to terminate automatically or (2) give the Required Consenting Noteholders (as defined in the Restructuring Support Agreement) the right to deliver a written notice of termination of the Restructuring Support Agreement, in each case, under the terms of Sections 3.01(b) through (ee) thereof and notwithstanding any cure periods that would be otherwise applicable or any other provision of the Interim Order or this Final Order, the Automatic Stay is hereby modified to permit the Ad Hoc Group of Secured Noteholders to immediately terminate the Restructuring Support Agreement and, subject to the provisions of paragraph 9 (including the Cash Collateral Notice Period), terminate the Prepetition Secured Parties’ consent to the Debtors’ right to use Prepetition Secured Notes Collateral that consists of Cash Collateral pursuant to this Final Order. 16. The DIP Intercreditor Agreement. To the extent provided in the Interim Order and this Final Order, each of the Prepetition Secured Parties are deemed to consent to and agree not to contest: (1) the grant of all DIP Liens, (2) the priming by the DIP Liens of the Prepetition Secured Notes Liens granted by the Debtors, (3) the grant of the pari passu DIP Liens over the Prepetition Secured Notes Collateral pledged to secure the Prepetition Secured Notes Obligations by the Non-Debtor Pledgors, (4) the execution of the DIP Documents, including the DIP Intercreditor Agreement, and (5) the DIP Loan Parties’ compliance with the terms thereof and of the Interim Order and this Final Order, in each case subject to the terms of this Final Order. 17. Reservation of Rights of Prepetition Secured Parties. Under the circumstances and given that the above-described adequate protection is consistent with the Bankruptcy Code, including section 506(b) thereof, the Court finds that the adequate protection provided herein is

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reasonable and sufficient to protect the interests of the Prepetition Secured Parties and any other parties holding interests that are secured by Primed Liens; provided that any of the Prepetition Agents, each acting on its own behalf or at the direction of the requisite Prepetition Secured Parties, may request further or different adequate protection, subject to and consistent with the terms of the DIP Intercreditor Agreement, and the Debtors or any other party in interest may contest any such request. 18. Perfection of DIP Liens and Adequate Protection Liens. (a) Without in any way limiting the automatically effective perfection of the DIP Liens granted pursuant to paragraph 7 of the Interim Order and paragraph 7 hereof and the Adequate Protection Liens granted pursuant to paragraph 15 of the Interim Order and paragraph 15 hereof, the DIP Agents, on behalf of the DIP Secured Parties, and the Prepetition Agents, on behalf of the Prepetition Secured Parties, are hereby authorized, but not required, to file or record (and to execute in the name of the DIP Loan Parties, as their true and lawful attorneys, with full power of substitution, to the maximum extent permitted by law) financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments in any jurisdiction, or take possession of or control over cash or securities, or to amend or modify security documents, or to subordinate existing liens and any other similar action or action in connection therewith or take any other action in order to validate and perfect the liens and security interests granted to them hereunder or under the DIP Documents (“Perfection Actions”). Whether or not the DIP Agents, on behalf of the DIP Lenders, or the Prepetition Agents, on behalf of the Prepetition Secured Parties, shall, in their sole discretion, choose to take such Perfection Actions, the liens and security interests shall be deemed valid, perfected, allowed, enforceable, non-avoidable and not subject to challenge, dispute or subordination, from the time and on the date of entry of the Interim Order

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(and ratified and continuing with this Final Order). Upon the request of the DIP Agents or the Prepetition Agents, each of the Prepetition Secured Parties and the DIP Loan Parties, without any further consent of any party, is authorized and directed to take, execute, deliver and file such instruments (in each case, without representation or warranty of any kind) to enable the DIP Agents to further validate, perfect, preserve and enforce the DIP Liens; provided, however, that, notwithstanding anything to the contrary herein, no Debtor or Non-Debtor Pledgor shall be required to take any Perfection Action, or to consent to or cooperate with any Perfection Action, with respect to any DIP Lien in any jurisdiction outside the United States except as provided in the DIP Documents, including the Collateral Annex (as defined in the DIP Credit Agreement) and Schedule 5.01(y) to the DIP Credit Agreement; provided further, however, that, notwithstanding anything to the contrary herein, no later than (i) (A) thirty (30) days following the entry of the Interim Order in respect of Debtors organized in Uruguay and (B) twenty-five (25) days following the entry of the Interim Order in respect of the Debtors organized in Chile and the Non-Debtor Pledgors organized in Costa Rica and (ii) any later date as has been agreed to, in writing, by the Prepetition Secured Notes Collateral Agent (with the consent of the Required Noteholders (as defined in the Prepetition Secured Notes Indenture)), such respective Debtors and Non-Debtor Pledgors shall execute and deliver local collateral documents (the “Additional Collateral Perfection Documents”) and shall take Perfection Actions consisting of filing and recordation of such Additional Collateral Perfection Documents with applicable registries to perfect the Adequate Protection Liens securing the Adequate Protection Claims of the Prepetition Secured Parties in an amount equal to the aggregate diminution in the value of the Prepetition Secured Parties’ interests in such Prepetition Secured Notes Collateral (including Cash Collateral) from and after the Petition Date up to $40,000,000 in the Debtors’ and Non-Debtors’ previously unencumbered inventory,

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accounts receivable, and Cash and Cash Equivalents in Chile, Uruguay and Costa Rica, which Perfection Actions consisting of filings and recordations with applicable registries shall be substantially consistent (1) with the Perfection Actions required under the Collateral Documents (as defined in the DIP Credit Agreement) to perfect the DIP Liens over such assets, (2) the Collateral Annex and (3) Schedule 5.01(y) to the DIP Credit Agreement; provided further, the formal acceptance by any applicable registries of the aforementioned filings and recordations in respect of the junior Adequate Protection Liens shall not be required within the specified time periods set forth in this paragraph. The Additional Collateral Perfection Documents shall be substantially consistent with the Collateral Documents perfecting the DIP Liens over such assets, the Collateral Annex and Schedule 5.01(y) to the DIP Credit Agreement in each case modified mutatis mutandi to grant and perfect the Adequate Protection Liens or otherwise in form and substance acceptable to the Prepetition Agents (acting at the direction of the Required Noteholders (as defined in the Prepetition Secured Notes Indenture)). Any enforcement of the Adequate Protection Liens shall be subject to the provisions of the DIP Intercreditor Agreement. All documents implementing the Perfection Actions described herein will be deemed to have been recorded and filed as of the Petition Date, or as otherwise provided in the Additional Collateral Perfection Documents or the DIP Documents, including the Collateral Annex (as defined in the DIP Credit Agreement) and Schedule 5.01(y) to the DIP Credit Agreement. (b) A copy of this Final Order may, in the discretion of the DIP Agents, be filed with or recorded in filing or recording offices in addition to or in lieu of such financing statements, mortgages, notices of lien or similar instruments, and all filing offices are hereby authorized and directed to accept a copy of this Final Order for filing and/or recording, as applicable. The Automatic Stay shall be modified to the extent necessary to permit the applicable DIP Agents to

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take all actions, as applicable, referenced in this subparagraph (b) and the immediately preceding subparagraph (a). 19. Preservation of Rights Granted Under this Final Order and the DIP Documents. (a) Other than the Carve Out, the Permitted Priority Liens (other than the Primed Liens) and the liens and claims of the Prepetition Secured Parties against the assets of the Non-Debtor Pledgors ranking pari passu with the DIP Obligations under the DIP Documents, no claim or lien having a priority superior to or pari passu with those granted by this Final Order to the DIP Agents and the DIP Lenders or the Prepetition Agents and the Prepetition Secured Parties shall be permitted while any of the DIP Obligations or the Adequate Protection Obligations remain outstanding, and, except as otherwise expressly provided in this Final Order, the DIP Liens and the Adequate Protection Liens shall not be: (i) subject or junior to any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code; (ii) subordinated to or made pari passu with any other lien or security interest, whether under section 364(d) of the Bankruptcy Code or otherwise; (iii) subordinated to or made pari passu with any liens arising after the Petition Date including, without limitation, any liens or security interests granted in favor of any federal, state, municipal or other domestic or foreign governmental unit (including any regulatory body), commission, board or court for any liability of the DIP Loan Parties; or (iv) subject or junior to any intercompany or affiliate liens or security interests of the DIP Loan Parties. (b) The occurrence of (i) any Event of Default (as defined in the DIP Credit Agreement) or (ii) any violation by the DIP Loan Parties of any of the terms of this Final Order, shall, after notice by the DIP Agents (acting in accordance with the terms of this Final Order) in writing to the Borrower, constitute an event of default under this Final Order (each an “Event of

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Default”) and, upon any such Event of Default, interest, including, where applicable, default interest, shall accrue and be paid as set forth in the DIP Credit Agreement. Notwithstanding any order that may be entered dismissing any of the Chapter 11 Cases under section 1112 of the Bankruptcy Code: (A) the DIP Superpriority Claims, the 507(b) Claims, the DIP Liens, the Adequate Protection Liens, and any claims related to the foregoing, shall continue in full force and effect and shall maintain their priorities as provided in this Final Order until all DIP Obligations and Adequate Protection Obligations shall have been paid in full (and that such DIP Superpriority Claims, 507(b) Claims, DIP Liens and Adequate Protection Liens shall, notwithstanding such dismissal, remain binding on all parties in interest); (B) the other rights granted by this Final Order shall not be affected; and (C) this Court shall retain jurisdiction, notwithstanding such dismissal, for the purposes of enforcing the claims, liens and security interests referred to in this paragraph and otherwise in this Final Order. (c) If any or all of the provisions of this Final Order are hereafter reversed, modified, vacated or stayed, such reversal, modification, vacatur or stay shall not affect: (i) the validity, priority or enforceability of any DIP Obligations or Adequate Protection Obligations incurred prior to the actual receipt of written notice by the DIP Agents or the Prepetition Agents, as applicable, of the effective date of such reversal, modification, vacatur or stay; or (ii) the validity, priority or enforceability of the DIP Liens or the Adequate Protection Liens. Notwithstanding any reversal, modification, vacatur or stay of any use of Cash Collateral, any DIP Obligations, DIP Liens, Adequate Protection Obligations or Adequate Protection Liens incurred by the DIP Loan Parties to the DIP Agent, the DIP Lenders, the Prepetition Agents, or the Prepetition Secured Parties, as the case may be, prior to the actual receipt of written notice by the DIP Agents or the Prepetition Agents, as applicable, of the effective date of such reversal,

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modification, vacatur or stay shall be governed in all respects by the original provisions of this Final Order, and the DIP Agent, the DIP Lenders, the Prepetition Agents and the Prepetition Secured Parties shall be entitled to all the rights, remedies, privileges and benefits granted in sections 364(e) and 363(m) of the Bankruptcy Code, the Interim Order, this Final Order and the DIP Documents with respect to all uses of Cash Collateral, DIP Obligations and Adequate Protection Obligations. (d) Except as expressly provided in this Final Order or in the DIP Documents, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, the Adequate Protection Obligations, the 507(b) Claims and all other rights and remedies of the DIP Agent, the DIP Lenders, the Prepetition Agents, and the Prepetition Secured Parties granted by the provisions of the Interim Order (as modified or superseded herein), this Final Order, and the DIP Documents shall survive, and shall not be modified, impaired, or discharged by: (i) the entry of an order converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, dismissing any of the Chapter 11 Cases or terminating the joint administration of these Chapter 11 Cases or by any other act or omission; (ii) the entry of an order approving the sale of any DIP Collateral pursuant to section 363(b) of the Bankruptcy Code (except to the extent permitted by the DIP Documents); (iii) the entry of an order confirming a chapter 11 plan in any of the Chapter 11 Cases and, pursuant to section 1141(d)(4) of the Bankruptcy Code, the Debtors have waived any discharge as to any remaining DIP Obligations or Adequate Protection Obligations. The terms and provisions of this Final Order and the DIP Documents shall continue in these Chapter 11 Cases, in any Successor Cases if these Chapter 11 Cases cease to be jointly administered and in any superseding chapter 7 cases under the Bankruptcy Code, and the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens and the Adequate Protection

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Obligations and all other rights and remedies of the DIP Agent, the DIP Lenders, the Prepetition Agents, and the Prepetition Secured Parties granted by the provisions of the Interim Order (as modified or superseded herein), this Final Order, and the DIP Documents shall continue in full force and effect until the DIP Obligations are indefeasibly paid in full in cash, as set forth in this Final Order and in the DIP Documents, and the DIP Commitments have been terminated. 20. Payment of Fees. The Fee Letters were, by the Interim Order, and hereby are, approved on a final basis, and the Debtors are authorized to and shall pay the DIP Fees and Expenses, as provided in the DIP Documents. Subject to the review procedures set forth in this paragraph 20, payment of all DIP Fees and Expenses and Adequate Protection Fees and Expenses shall not be subject to allowance or review by the Court. Professionals for the DIP Secured Parties and the Prepetition Secured Parties shall not be required to comply with the U.S. Trustee fee guidelines; however, any time that such professionals seek payment of fees and expenses from the Debtors after the Closing Date (as defined in the DIP Credit Agreement) prior to confirmation of a chapter 11 plan, each professional shall provide summary copies of its invoices (which shall not be required to contain time entries and which may be redacted or modified to the extent necessary to delete any information subject to the attorney-client privilege, any information constituting attorney work product, or any other confidential information, and the provision of their invoices shall not constitute any waiver of the attorney client privilege or of any benefits of the attorney work product doctrine) to the Debtors, the Creditors’ Committee (if appointed), and the U.S. Trustee (together, the “Review Parties”). Any objections raised by the Debtors, the Creditors’ Committee (if appointed), or the U.S. Trustee with respect to such invoices must be in writing and state with particularity the grounds therefor and must be submitted to the applicable professional within ten (10) business days after the receipt by the Review Parties (the “Review Period”). If no

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written objection is received by 12:00 p.m., prevailing Eastern Time, on the end date of the Review Period, the DIP Loan Parties shall pay such invoices within five (5) business days. If an objection to a professional’s invoice is received within the Review Period, the DIP Loan Parties shall promptly pay the undisputed amount of the invoice and this Court shall have jurisdiction to determine the disputed portion of such invoice if the parties are unable to resolve the dispute consensually. Notwithstanding the foregoing, the Debtors were, by the Interim Order, and hereby are, authorized and directed to pay on the Closing Date (as defined in the DIP Credit Agreement) the DIP Fees and Expenses and Adequate Protection Fees and Expenses incurred on or prior to such date without the need for any professional engaged by, or on behalf of, the DIP Secured Parties or the Prepetition Secured Parties to first deliver a copy of its invoice or other supporting documentation to the Review Parties (other than the Debtors). No attorney or advisor to the DIP Secured Parties or any Prepetition Secured Party for whom the Debtors are obligated to pay Adequate Protection Fees and Expenses or DIP Fees and Expenses pursuant to this Final Order shall be required to file an application seeking compensation for services or reimbursement of expenses with the Court. Any and all fees, costs, and expenses paid prior to the Petition Date by any of the Debtors to (i) the DIP Secured Parties in connection with or with respect to the DIP Facility and (ii) the Prepetition Secured Parties in connection or with respect to these matters, are hereby approved in full and shall not be subject to recharacterization, avoidance, subordination, disgorgement or any similar form of recovery by the Debtors or any other person. 21. Limits to Lender Liability. Nothing in the Interim Order, this Final Order, the DIP Documents, or any other documents related to these transactions shall in any way be construed or interpreted to impose or allow the imposition upon the DIP Secured Parties (in each case, in their capacities as such) of any liability for any claims arising from the prepetition or postpetition

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activities of the DIP Loan Parties in the operation of their business, or in connection with their restructuring efforts. So long as the DIP Secured Parties comply with their obligations under the DIP Documents and their obligations, if any, under applicable law (including the Bankruptcy Code), (a) the DIP Secured Parties shall not, in any way or manner, be liable or responsible for (i) the safekeeping of the DIP Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof or (iv) any act or default of any carrier, servicer, bailee, custodian, forwarding agency or other person and (b) all risk of loss, damage or destruction of the DIP Collateral shall be borne by the DIP Loan Parties. 22. Effect of Stipulations on Third Parties. (a) The Debtors’ stipulations, admissions, agreements and releases contained in this Final Order shall be binding upon the Debtors and any successor thereto (including, without limitation, any chapter 7 or chapter 11 trustee or examiner appointed or elected for any of the Debtors) in all circumstances and for all purposes. (b) The Debtors’ stipulations, admissions, agreements and releases contained in this Final Order shall be binding upon all other parties in interest, including, without limitation, any statutory or non-statutory committees appointed or formed in the Chapter 11 Cases and any person or entity acting or seeking to act on behalf of the Debtors’ estates, including any chapter 7 or chapter 11 trustee or examiner appointed or elected for any of the Debtors, in all circumstances and for all purposes unless: (i) such committee or any other party in interest with requisite standing (subject in all respects to any agreement or applicable law that may limit or affect such entity’s right or ability to do so) has timely filed an adversary proceeding or contested matter (subject to the limitations contained herein, including, inter alia, in this paragraph) by no later than (A) sixty (60) calendar days after entry of the Interim Order, (B) any later date as has been agreed to, in

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writing, by the Prepetition Agents (with the consent of the Required Noteholders (as defined in the Prepetition Secured Notes Indenture)) and the DIP Agents (with the consent of the Requisite DIP Lenders), and (C) any later date as has been ordered by the Court for cause upon a motion filed and served within any applicable period of time set forth in this paragraph (the time period established by the foregoing clauses (A), (B), and (C), the “Challenge Period”), (1) objecting to or challenging the amount, validity, perfection, enforceability, priority or extent of the Prepetition Secured Notes Obligations or the Prepetition Secured Notes Liens, or (2) otherwise asserting or prosecuting any action for preferences, fraudulent transfers or conveyances, other avoidance power claims or any other claims, counterclaims or causes of action, objections, contests or defenses (collectively, the “Challenges”) against the Prepetition Secured Parties or their respective subsidiaries, affiliates, officers, directors, managers, principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and other professionals and the respective successors and assigns thereof, in each case in their respective capacity as such (each, a “Representative” and, collectively, the “Representatives”) in connection with matters related to the Prepetition Secured Notes Documents, the Prepetition Secured Notes Obligations, the Prepetition Secured Notes Liens and the Prepetition Secured Notes Collateral; and (ii) there is a final non-appealable order in favor of the plaintiff sustaining any such Challenge in any such timely filed adversary proceeding or contested matter; provided, however, that any pleadings filed in connection with any Challenge shall set forth with specificity the basis for such challenge or claim and any challenges or claims not so specified prior to the expiration of the Challenge Period shall be deemed forever, waived, released and barred. (c) If no such Challenge is timely and properly filed during the Challenge Period or the Court does not rule in favor of the plaintiff in any such proceeding then: (i) the

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Debtors’ stipulations, admissions, agreements and releases contained in this Final Order shall be binding on all parties in interest; (ii) the obligations of the DIP Loan Parties under the Prepetition Secured Notes Documents, including the Prepetition Secured Notes Obligations, shall constitute allowed claims not subject to defense, claim, counterclaim, recharacterization, subordination, recoupment, offset or avoidance, for all purposes in the Chapter 11 Cases, and any subsequent chapter 7 case(s); (iii) the Prepetition Secured Notes Liens on the Prepetition Secured Notes Collateral shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, security interests and liens, not subject to recharacterization, subordination, avoidance or other defense; and (iv) the Prepetition Secured Notes Obligations and the Prepetition Secured Notes Liens on the Prepetition Secured Notes Collateral shall not be subject to any other or further claim or challenge by any statutory or non-statutory committees appointed or formed in the Chapter 11 Cases or any other party in interest acting or seeking to act on behalf of the Debtors’ estates, including, without limitation, any successor thereto (including, without limitation, any chapter 7 trustee or chapter 11 trustee or examiner appointed or elected for any of the Debtors) and any defenses, claims, causes of action, counterclaims and offsets by any statutory or non-statutory committees appointed or formed in the Chapter 11 Cases or any other party acting or seeking to act on behalf of the Debtors’ estates, including, without limitation, any successor thereto (including, without limitation, any chapter 7 trustee or chapter 11 trustee or examiner appointed or elected for any of the Debtors), whether arising under the Bankruptcy Code or otherwise, against any of the Prepetition Secured Parties and their Representatives arising out of or relating to any of the Prepetition Secured Notes Documents, the Prepetition Secured Notes Obligations, the Prepetition Secured Notes Liens and the Prepetition Secured Notes Collateral shall be deemed forever waived, released and barred.

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(d) If any such Challenge is timely filed during the Challenge Period, the stipulations, admissions, agreements and releases contained in this Final Order shall nonetheless remain binding and preclusive (as provided in the second sentence of this paragraph) on any statutory or nonstatutory committee appointed or formed in the Chapter 11 Cases and on any other person or entity, except to the extent that such stipulations, admissions, agreements and releases were expressly and successfully challenged in such Challenge as set forth in a final, non-appealable order of a court of competent jurisdiction. Nothing in this Final Order vests or confers on any Person (as defined in the Bankruptcy Code), including any statutory or non-statutory committees appointed or formed in these Chapter 11 Cases, standing or authority to pursue any claim or cause of action belonging to the Debtors or their estates, including, without limitation, Challenges with respect to the Prepetition Secured Notes Documents, the Prepetition Secured Notes Obligations, or the Prepetition Secured Notes Liens, and any ruling on standing, if appealed, shall not stay or otherwise delay the Chapter 11 Cases or confirmation of any plan of reorganization. 23. Release. Effective as of the date of entry of the Interim Order (and ratified and continuing with this Final Order), each of the Non-Debtor Pledgors, the Debtors, and the Debtors’ estates, on its own behalf and on behalf of its past, present and future predecessors, successors, heirs, subsidiaries, and assigns, hereby absolutely, unconditionally and irrevocably releases and forever discharges and acquits the Prepetition Secured Parties, the DIP Secured Parties, the Ad Hoc Group of Secured Noteholders (including any former, current, or future members), and each of their respective Representatives (as defined herein) (collectively, the “Released Parties”), from any and all obligations and liabilities to the Debtors, Non-Debtor Pledgors, and the Debtors’ estates (and their successors and assigns) and from any and all claims, counterclaims, demands, defenses, offsets, debts, accounts, contracts, liabilities, actions and causes of action arising prior to the

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Petition Date including, without limitation, any Avoidance Actions or actions for recharacterization or equitable subordination (collectively, the “Released Claims”) of any kind, nature or description, whether matured or unmatured, known or unknown, asserted or unasserted, foreseen or unforeseen, accrued or unaccrued, suspected or unsuspected, liquidated or unliquidated, pending or threatened, arising in law or equity, upon contract or tort or under any state, federal, or foreign local law or otherwise, arising out of or related to (as applicable) (x) the Debtors, the Non-Debtor Pledgors, and the Chapter 11 Cases; and (y) the Prepetition Secured Notes Documents, the DIP Documents, the Restructuring Support Agreement, the obligations owing and the financial obligations made thereunder, the negotiation thereof and of the deal reflected thereby, and the obligations and financial obligations made thereunder, in each case that the Debtors or the Non-Debtor Pledgors at any time had, now have or may have, or that their successors or assigns hereafter can or may have against any of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to the date of the Interim Order or this Final Order; provided that, for the avoidance of doubt, nothing in this paragraph 23 shall impair the rights of any party in interest provided for in paragraph 22 of this Final Order. 24. Limitation on Use of DIP Financing Proceeds and Collateral. Notwithstanding any other provision of this Final Order or any other order entered by the Court, no DIP Loans, DIP Collateral, Prepetition Secured Notes Collateral (including Cash Collateral) or any portion of the Carve Out may be used directly or indirectly, (a) in connection with the investigation, threatened initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation (i) against any of the DIP Secured Parties, the Prepetition Secured Parties, or their respective predecessors-in-interest,

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agents, affiliates, representatives, attorneys, or advisors, in each case in their respective capacity as such, or any action purporting to do the foregoing in respect of the DIP Obligations, DIP Liens, DIP Superpriority Claims, Prepetition Secured Notes Obligations, the Prepetition Secured Notes Liens, and/or the Adequate Protection Obligations and Adequate Protection Liens granted to the Prepetition Secured Parties, as applicable, or (ii) challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset with respect to the DIP Obligations, the Prepetition Secured Notes Obligations and/or the liens, claims, rights, or security interests securing or supporting the DIP Obligations or the Prepetition Secured Notes Obligations granted under the Interim Order, this Final Order, the DIP Documents, or the Prepetition Secured Notes Documents, including, in the case of each of (i) and (ii), without limitation, any claims or challenges relating to the allocation of value as between encumbered or unencumbered assets of the Debtors or claims alleged for lender liability or pursuant to section 105, 510, 544, 547, 548, 549, 550 or 552 of the Bankruptcy Code, applicable non-bankruptcy law or otherwise; provided that, notwithstanding anything to the contrary herein, the Creditors’ Committee (if appointed) may use the proceeds of the Carve Out to investigate but not to prosecute (A) the claims and liens of the Prepetition Secured Parties and (B) potential claims, counterclaims, causes of action or defenses against the Prepetition Secured Parties, up to an aggregate cap of no more than $50,000; (b) to prevent, hinder, or otherwise delay or interfere with the Prepetition Secured Parties’, the DIP Agent’s, or the DIP Lenders’, as applicable, enforcement or realization on the Prepetition Secured Notes Obligations, Prepetition Secured Notes Collateral, DIP Obligations, DIP Collateral and the liens, claims and rights granted to such parties under the

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Interim Order or this Final Order, as applicable, each in accordance with the DIP Documents, the Prepetition Secured Notes Documents and this Final Order; (c) to seek to subordinate, recharacterize, disallow, or avoid any of the DIP Obligations or the Prepetition Secured Notes Obligations; (d) to seek to modify any of the rights and remedies granted to the Prepetition Secured Parties, the DIP Agents, or the DIP Lenders under the Interim Order, this Final Order, the Prepetition Secured Notes Documents or the DIP Documents, as applicable; (e) to apply to the Court for authority to approve superpriority claims or grant liens (other than the liens permitted pursuant to the DIP Documents) or security interests in the DIP Collateral or any portion thereof that are senior to, or on parity with, the DIP Liens, DIP Superpriority Claims, Adequate Protection Liens and 507(b) Claims granted to the Prepetition Secured Parties; or (f) to pay or to seek to pay any amount on account of any claims arising prior to the Petition Date unless such payments are approved or authorized by the Court, agreed to in writing by the DIP Lenders, expressly permitted under this Final Order or permitted under the DIP Documents (including the Approved Budget (subject to the Permitted Variances)), in each case unless all DIP Obligations, Prepetition Secured Notes Obligations, Adequate Protection Obligations and claims granted to the DIP Agent, DIP Lenders or Prepetition Secured Parties under this Final Order, have been refinanced or paid in full in cash or otherwise agreed to in writing by the DIP Secured Parties. 25. Final Order Governs. In the event of any inconsistency between or among the provisions of this Final Order on the one hand, and the Interim Order, DIP Documents (including, but not limited to, with respect to the Adequate Protection Obligations) or any other order entered

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by this Court, on the other hand, the provisions of this Final Order shall govern. Notwithstanding anything to the contrary in any other order entered by this Court, any payment made pursuant to any authorization contained in any other order entered by this Court shall be consistent with and subject to the requirements set forth in the Interim Order, this Final Order, and the DIP Documents, including, without limitation, the Approved Budget (subject to the Permitted Variances). 26. Binding Effect; Successors and Assigns. The DIP Documents and the provisions of this Final Order, including all findings herein, shall be binding upon all parties in interest in these Chapter 11 Cases, including, without limitation, the DIP Agents, the DIP Lenders, the Prepetition Secured Parties, the Creditors’ Committee (if appointed), any other statutory or non-statutory committees appointed or formed in these Chapter 11 Cases, the Debtors and their respective successors and assigns (including any chapter 7 or chapter 11 trustee hereinafter appointed or elected for the estate of any of the Debtors, an examiner appointed pursuant to section 1104 of the Bankruptcy Code, or any other fiduciary appointed as a legal representative of any of the Debtors or with respect to the property of the estate of any of the Debtors) and shall inure to the benefit of the DIP Agents, the DIP Lenders, the Prepetition Secured Parties and the Debtors and their respective successors and assigns; provided that the DIP Agents, the DIP Lenders and the Prepetition Secured Parties shall have no obligation to permit the use of the Prepetition Secured Notes Collateral (including Cash Collateral) by, or to extend any financing to, any chapter 7 trustee, chapter 11 trustee or similar responsible person appointed for the estates of the Debtors; provided further that, for the avoidance of doubt, nothing in this paragraph 26 shall impair the rights of any party in interest provided for in paragraph 22 of this Final Order. 27. Exculpation. Nothing in the Interim Order, this Final Order, the DIP Documents, the Prepetition Secured Notes Documents or any other documents related to the transactions

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contemplated hereby shall in any way be construed or interpreted to impose or allow the imposition upon any DIP Secured Party or Prepetition Secured Party any liability for any claims arising from the prepetition or postpetition activities of the DIP Loan Parties in the operation of their businesses, or in connection with their restructuring efforts. Except as provided under the applicable DIP Documents or applicable law, (a) the DIP Secured Parties and the Prepetition Secured Parties shall not, in any way or manner, be liable or responsible for: (i) the safekeeping of the DIP Collateral or Prepetition Secured Notes Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, servicer, bailee, custodian, forwarding agency, or other person, and (b) all risk of loss, damage, or destruction of the DIP Collateral and Prepetition Secured Notes Collateral shall be borne by the Debtors. 28. Limitation of Liability. In determining to make any loan or other extension of credit under the DIP Documents, to permit the use of the Prepetition Secured Notes Collateral (including the Cash Collateral) or in exercising any rights or remedies as and when permitted pursuant to this Final Order or the DIP Documents, none of the DIP Secured Parties or Prepetition Secured Parties shall (a) be deemed to be in “control” of the operations of the Debtors; (b) owe any fiduciary duty to the Debtors, their respective creditors, shareholders or estates; or (c) be deemed to be acting as a “Responsible Person” or “Owner” or “Operator” with respect to the operation or management of the Debtors. Furthermore, nothing in this Final Order shall in any way be construed or interpreted to impose or allow the imposition upon any of the DIP Secured Parties, Prepetition Agents or the Prepetition Secured Parties of any liability for any claims arising from the prepetition or postpetition activities of any of the DIP Loan Parties and their respective affiliates (as defined in section 101(2) of the Bankruptcy Code).

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29. Master Proof of Claim. The Prepetition Agents, and/or any other Prepetition Secured Parties shall not be required to file proofs of claim in the Chapter 11 Cases or any Successor Case in order to assert claims on behalf of themselves or the Prepetition Secured Parties for payment of the Prepetition Secured Notes Obligations arising under the Prepetition Secured Notes Documents, including, without limitation, any principal, unpaid interest, fees, expenses and other amounts under the Prepetition Secured Notes Documents. The statements of claim in respect of such indebtedness set forth in this Final Order, together with any evidence accompanying the DIP Motion and presented at the Interim Hearing and the Final Hearing, are deemed sufficient to and do constitute proofs of claim in respect of such debt and such secured status. However, in order to facilitate the processing of claims, to ease the burden upon the Court and to reduce an unnecessary expense to the Debtors’ estates, each of the Prepetition Agents is authorized to file in the Debtors’ lead chapter 11 case In re Automotores Gildemeister SpA, Case No. 21-10685, a master proof of claim on behalf of its respective Prepetition Secured Parties on account of any and all of their respective claims arising under the applicable Prepetition Secured Notes Documents and hereunder (each, a “Master Proof of Claim”) against each of the Debtors. Upon the filing of a Master Proof of Claim by any of the Prepetition Agents, such Prepetition Agent shall be deemed to have filed a proof of claim in the amount set forth opposite its name therein in respect of its claims against each of the Debtors of any type or nature whatsoever with respect to the applicable Prepetition Secured Notes Documents, and the claim of each applicable Prepetition Secured Party (and each of its respective successors and assigns), named in a Master Proof of Claim shall be treated as if such Prepetition Agent had filed a separate proof of claim in each of these Chapter 11 Cases. The Master Proofs of Claim shall not be required to identify whether any Prepetition Secured Party acquired its claim from another party and the identity of any such party or to be

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amended to reflect a change in the holders of the claims set forth therein or a reallocation among the holders of the claims asserted therein resulting from the transfer of all or any portion of such claims. The provisions of this paragraph 29 and each Master Proof of Claim are intended solely for the purpose of administrative convenience and shall not affect the right of each Prepetition Secured Party (or its successors in interest) to vote separately on any plan proposed in these Chapter 11 Cases. The Master Proofs of Claim shall not be required to attach any instruments, agreements or other documents evidencing the obligations owing by each of the Debtors to the applicable Prepetition Secured Parties, which instruments, agreements or other documents will be provided upon written request to counsel to the Prepetition Agents. The DIP Agents and the DIP Lenders shall similarly not be required to file proofs of claim with respect to their DIP Obligations under the DIP Documents, and the evidence presented with the DIP Motion and the record established at the Interim Hearing and the Final Hearing are deemed sufficient to, and do, constitute proofs of claim with respect to their obligations, secured status and priority. 30. Insurance. To the extent that any of the Prepetition Agents is listed as loss payee under the Borrowers’, the DIP Guarantors’ or the Non-Debtor Pledgors’ insurance policies, the applicable DIP Agents are also deemed to be the loss payee under such insurance policies and, subject to this Final Order, shall act in that capacity and distribute any proceeds recovered or received in respect of any such insurance policies to the payment in full of the DIP Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and to the payment of the applicable Prepetition Secured Notes Obligations. 31. Effectiveness. This Final Order shall constitute findings of fact and conclusions of law in accordance with Bankruptcy Rule 7052 and, solely with respect to the Debtors’ authority to use Cash Collateral and the other Prepetition Secured Notes Collateral as provided in this Final

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Order, shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon entry hereof. Notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 or 9014 of the Bankruptcy Rules or any Local Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Final Order shall be immediately effective and enforceable upon its entry and there shall be no stay of execution or effectiveness of this Final Order. 32. Modification of DIP Documents and Approved Budget. The DIP Loan Parties are hereby authorized on a final basis, without further order of this Court, to enter into agreements with the DIP Secured Parties providing for any consensual non-material modifications to the Approved Budget or the DIP Documents, or of any other modifications to the DIP Documents necessary to conform the terms of the DIP Documents to this Final Order, in each case consistent with the amendment provisions of the DIP Documents; provided, however, that notice of any material modification or amendment to the DIP Documents shall be provided to counsel to a Creditors’ Committee (if appointed) and to the U.S. Trustee (collectively, the “Notice Parties”), each of whom shall have five (5) business days from the date of such notice within which to object, in writing, to such modification or amendment. If any of the Notice Parties timely objects to any material modification or amendment to the DIP Documents, such modification or amendment shall only be permitted pursuant to an order of the Court. The foregoing shall be without prejudice to the Debtors’ right to seek approval from the Court of a material modification on an expedited basis. The Debtors shall provide a copy of each Approved Budget to the Notice Parties once it is approved by the DIP Agents and the Requisite DIP Lenders. 33. Headings. Section headings used herein are for convenience only and are not to affect the construction of or to be taken into consideration in interpreting this Final Order.

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34. Payments Held in Trust. Except as expressly permitted in this Final Order or the DIP Documents, in the event that any person or entity receives any payment on account of a security interest in DIP Collateral, receives any DIP Collateral or any proceeds of DIP Collateral or receives any other payment with respect thereto from any other source prior to indefeasible payment in full in cash of all DIP Obligations under the DIP Documents, and termination of the DIP Commitments in accordance with the DIP Documents, such person or entity shall be deemed to have received, and shall hold, any such payment or proceeds of DIP Collateral in trust for the benefit of the applicable DIP Agents and the DIP Lenders and shall immediately turn over the proceeds to the DIP Agent, or as otherwise instructed by this Court, for application in accordance with the DIP Documents and this Final Order. 35. Miscellaneous. Upon request of any of the DIP Agents, the Prepetition Agents, or the Ad Hoc Group of Secured Noteholders, the Debtors’ advisors shall make themselves reasonably available (including for reasonable weekly telephone conferences) to discuss significant items and developments in the Chapter 11 Cases, including with respect to any material contracts, any material litigation, and any material operational or regulatory items. 36. Credit Bidding. Each of the DIP Agents (at the direction of the Requisite DIP Lenders) and the Prepetition Agents (at the direction of the Required Holders as defined in the Prepetition Secured Noted Indenture, as applicable), shall have the unqualified right to “credit bid” up to the full amount of the DIP Obligations or the Prepetition Secured Notes Obligations, as applicable, in connection with any sale or other disposition of all or any portion of the DIP Collateral or the Prepetition Secured Notes Collateral, respectively, including, without limitation, sales occurring pursuant to section 363 of the Bankruptcy Code or included as part of any restructuring plan subject to confirmation under section 1129(b)(2)(A)(iii) of the Bankruptcy

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Code, and shall automatically be deemed a “qualified bidder” with respect to any disposition of DIP Collateral or Prepetition Secured Notes Collateral under or pursuant to (a) section 363 of the Bankruptcy Code, (b) a plan of reorganization or plan of liquidation under section 1129 of the Bankruptcy Code, or (c) a sale or disposition by a chapter 7 trustee for any of the Debtors under section 725 of the Bankruptcy Code (subject in each case to the DIP Intercreditor Agreement); provided that nothing in this paragraph 36 shall impair the rights of any party in interest provided for in paragraph 22 of this Final Order. The DIP Agent (at the direction of the Requisite DIP Lenders) and the Required Holders (as defined in the Prepetition Secured Noted Indenture), shall have the absolute right to assign, transfer, sell or otherwise dispose of its rights to credit bid, except as may be prohibited by the DIP Documents or as precluded by any sale procedures order entered by the Court. 37. Bankruptcy Rules. The requirements of Bankruptcy Rules 4001, 6003 and 6004, in each case to the extent applicable, are satisfied by the contents of the DIP Motion. 38. No Third Party Rights. Except as explicitly provided for herein, this Final Order does not create any rights for the benefit of any third party, creditor, equity holder or any direct, indirect or incidental beneficiary. 39. Necessary Action. The Debtors, the DIP Secured Parties and the Prepetition Secured Parties are authorized to take all actions as are necessary or appropriate to implement the terms of this Final Order. In addition, the Automatic Stay is modified to permit affiliates of the Debtors who are not debtors in these Chapter 11 Cases to take all actions as are necessary or appropriate to implement the terms of this Final Order. 40. Interim Order. Except as amended, superseded, or otherwise modified hereby, all of the provisions of the Interim Order and any actions taken by the Debtors, the DIP Secured

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Parties or the Prepetition Secured Parties in accordance therewith shall remain in effect and are hereby ratified by this Final Order. 41. Retention of Jurisdiction. The Court shall retain exclusive jurisdiction to resolve any and all disputes arising under or related to the DIP Loans, the DIP Loan Documents, and/or the provisions of this Final Order, and to enforce all of the conditions of the DIP Loan Documents and this Final Order. The Non-Debtor Pledgors are deemed to consent to the jurisdiction of the Court in respect of all matters relating to the DIP Loans and the DIP Documents and shall be deemed to have agreed to have not contested such jurisdiction in any jurisdiction in which the DIP Collateral is located. The provisions of this Final Order, and this retention of jurisdiction shall survive the confirmation and consummation of any chapter 11 plan for any one or more of the Debtors notwithstanding the terms or provisions of any such chapter 11 plan or any order confirming any such chapter 11 plan. 42. The Debtors shall promptly serve copies of this Final Order on the parties having been given notice of the Final Hearing and to any party that has filed a request for notices with this Court. Dated: May 11, 2021 /s/ Lisa G. Beckerman_____ New York, NY HONORABLE LISA G. BECKERMAN UNITED STATES BANKRUPTCY JUDGE

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