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Full title: Final Order Signed On 5/11/2021 Re: Authorizing The Debtors To Continue Their Inventory Financing Programs (Related Doc # 28) .

Document posted on May 10, 2021 in the bankruptcy, 6 pages and 0 tables.

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THEIR INVENTORY FINANCING PROGRAMS Upon the motion (the “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”), for entry of an order (this “Final Order”) authorizing the Debtors (a) to pay all prepetition and postpetition amounts arising under the Inventory Financing Programs (the “Obligations”) and (b) to continue such Inventory Financing Programs on a post-petition basis in the ordinary course of business, all as set forth more fully in the Motion; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 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 (Preska, C.J.); and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and 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. Lodinem S.A. (217115010014), Carmeister S.A. (96.630.690-7), Maquinaria Nacional S.A. (Chile) (96.812.980-5), RTC S.A. the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion was appropriate and no other notice need be provided; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and upon the First Day Declaration, filed contemporaneously with the Motion, and the record of the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. All applicable banks and other financial institutions are hereby authorized to receive, process, honor and pay any and all checks, drafts, wires, check transfer requests or automated clearinghouse transfers evidencing amounts paid by the Debtors under this Final Order whether presented prior to, on or after the Petition Date to the extent the Debtors have good funds standing to their credit with banks or other financial institutions.Notwithstanding the relief gr

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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 FINAL ORDER AUTHORIZING THE DEBTORS TO CONTINUE THEIR INVENTORY FINANCING PROGRAMS Upon the motion (the “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”), for entry of an order (this “Final Order”) authorizing the Debtors (a) to pay all prepetition and postpetition amounts arising under the Inventory Financing Programs (the “Obligations”) and (b) to continue such Inventory Financing Programs on a post-petition basis in the ordinary course of business, all as set forth more fully in the Motion; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 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 (Preska, C.J.); and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and 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 but not defined herein shall have the meaning ascribed to them in the Motion.

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the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion was appropriate and no other notice need be provided; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and upon the First Day Declaration, filed contemporaneously with the Motion, and the record of the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. The Debtors are, in their sole discretion, authorized, but not directed, to maintain their Inventory Financing Programs on an uninterrupted basis, and in accordance with the same practices and procedures as were in effect prior to the Petition Date. 3. Subject to paragraph 5 below, the Debtors are, in their sole discretion, authorized, but not directed, to pay all prepetition and postpetition amounts arising under the Inventory Financing Programs. 4. Subject to paragraph 5 below, the Debtors are, in their sole discretion, authorized, but not directed, to renew, increase or decrease the size of, or obtain new inventory financing under the Debtors’ Inventory Financing Programs (including providing any collateral and/or security in connection therewith), and execute any other agreements, in connection with their Inventory Financing Programs and all related instruments, documents and papers, and to take all actions 2

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reasonably appropriate with respect thereto, in each case in accordance with the applicable documents governing the Debtors’ Inventory Financing Programs. This Final Order does not authorize the Debtors to provide additional liens to support Inventory Financing Programs in place as of the Petition Date. 5. The authorization granted to the Debtors in this order is subject to the terms of any interim or final orders entered by the Court (in either case, the “DIP Orders”) approving the Debtors’ use of cash collateral and entry into that certain debtor-in-possession financing facility dated as of the closing thereof, among, inter alia, Acquiom Agency Services LLC, as administrative agent, TMF Group New York, LLC, as collateral agent, the lenders from time to time party thereto and the Debtors as borrowers and guarantors thereof (the “DIP Credit Agreement”). In the event the relief granted herein or any action taken or proposed to be taken hereunder is inconsistent with the terms of the DIP Orders or the amounts detailed in the DIP Credit Agreement, the terms of the DIP Orders and DIP Credit Agreement shall control. The Debtors shall not be authorized to renew existing letters of credit, increase or decrease the size of any such letters of credit, and obtain new letters of credit, or execute such other agreements, including supplier lines of credit and inventory loans in connection with their Inventory Financing Programs to the extent inconsistent with the DIP Orders or the DIP Credit Agreement and any payments arising out of the Inventory Financing Programs and any renewal of existing letters of credit, increase or decrease of the size of any such letters of credit, and obtainment of new letters of credit pursuant to the Inventory Financing Programs shall be subject to all limitations thereon contained in the DIP Documents (as defined in the DIP Orders). Notwithstanding the release of any DIP Liens permitted under the DIP Documents and required to permit the Debtors to pledge inventory to secure their obligations under the Inventory Financing Programs, the proceeds from 3

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the sale of inventory financed by the Inventory Financing Programs shall be subject to the DIP Liens. 6. The failure to specifically describe or include any particular feature of the Inventory Financing Programs in this Final Order shall not diminish or impair the effectiveness of such feature, it being the intent of this Court that the Inventory Financing Programs be approved in their entireties. 7. Nothing in this Final Order or the Motion shall be construed as prejudicing the rights of the Debtors to dispute or contest the amount of or basis for any claims against the Debtors in connection with or relating to the Debtors’ Inventory Financing Programs. 8. To the extent any agreement made under the Inventory Financing Programs is deemed an executory contract within the meaning of section 365 of the Bankruptcy Code, neither this Final Order nor any payments made in accordance with this Final Order shall constitute the assumption or postpetition re-affirmation of those agreements under section 365 of the Bankruptcy Code. 9. All applicable banks and other financial institutions are hereby authorized to receive, process, honor and pay any and all checks, drafts, wires, check transfer requests or automated clearinghouse transfers evidencing amounts paid by the Debtors under this Final Order whether presented prior to, on or after the Petition Date to the extent the Debtors have good funds standing to their credit with banks or other financial institutions. Such banks and financial institutions are authorized to rely on the representations of the Debtors as to which checks are issued or authorized to be paid pursuant to this Final Order without any duty of further inquiry and without liability for following the Debtors’ instructions. 4

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10. Nothing in this Final Order or any action taken by the Debtors in furtherance of the implementation hereof shall be deemed to constitute an assumption or rejection of any executory contract or unexpired lease pursuant to Bankruptcy Code section 365, and all of the Debtors’ rights with respect to such matters are expressly reserved. 11. Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall (a) create, nor is it intended to create, any rights in favor of, or enhance the status of any claim held by any person or entity or (b) be deemed to convert the priority of any claim from a prepetition claim into an administrative expense claim. 12. Nothing in this Final Order shall be construed as prejudicing the rights of the Debtors to dispute or contest the amount of or basis for any claims against the Debtors in connection with or relating to the Inventory Financing Programs. 13. Notwithstanding the relief granted in this Final Order and any actions taken pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the validity, priority or amount of any claim against a Debtor entity; (b) a waiver of the Debtors’ or any party-in-interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (iv) an implication or admission that any particular claim is of a type specified or defined in this Final Order or the Motion; (d) a waiver of the Debtors’ or any party-in-interest’s rights under the Bankruptcy Code or any other applicable law, (e) an admission as to the validity, priority, enforceability or perfection of any lien on, security interest in or other encumbrance on property of the Debtors’ estates; or (f) a concession by the Debtors that any liens (contractual, common law, statutory or otherwise) that may be satisfied pursuant to the relief granted in this Final Order are valid, and the rights of all parties in interest are expressly reserved to contest the extent, validity or perfection or seek avoidance of all such liens. 5

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14. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motion. 15. Notwithstanding any provision in the Federal Rules of Bankruptcy Procedure to the contrary, (a) the terms of this Final Order shall be immediately effective and enforceable upon its entry, (b) the Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in this Final Order and (c) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under this Final Order. 16. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the interpretation or implementation of this Final Order. Dated: May 11, 2021 /s/ Lisa G. Beckerman_______ New York, NY HONORABLE LISA G. BECKERMAN UNITED STATES BANKRUPTCY JUDGE 6

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