Common use of Application to Agents and to the Representative of the Trustee in Argentina Clause in Contracts

Application to Agents and to the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.14, and such duties shall be determined solely by the express provisions of this Section 6.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the Company. No implied covenants or obligations shall be read into this Section 6.14, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. The duties of the Representative of the Trustee in Argentina as of the date hereof are solely to: (i) receive from Holders, the Company, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) within seventy-two (72) hours of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. The Company shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture and its services hereunder as the Representative of the Trustee in Argentina and the Trustee shall from time to time agree in writing. The Company shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of Representative of the Trustee in Argentina´s agents, counsel and other persons not regularly in its employ. The Company agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Application to Agents and to the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.145.14, and such duties shall be determined solely by the express provisions of this Section 6.145.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the CompanyIRSA. No implied covenants or obligations shall be read into this Section 6.145.14, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. The duties of the Representative of the Trustee in Argentina as of up to the date hereof are solely to: (i) receive from Holders, the CompanyIRSA, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) within seventy-two (72) hours of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. The Company IRSA shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture Section 5.14 and its services hereunder as hereunder. The fees of the Representative of the Trustee in Argentina shall be such amount as agreed upon in writing by IRSA and the Representative of the Trustee shall from time to time agree in writingArgentina. The Company IRSA shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of the Representative of the Trustee in Argentina´s Argentina’s agents, counsel and other persons not regularly in its employ. The Company IRSA agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Application to Agents and to the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.14, and such duties shall be determined solely by the express provisions of this Section 6.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the Company. No implied covenants or obligations shall be read into this Section 6.14, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. The duties of the Representative of the Trustee in Argentina as of the date hereof are solely to: (i) receive from Holders, the Company, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) within seventy-two (72) hours of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. The Company shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture and its services hereunder as the Representative of the Trustee in Argentina and the Trustee shall from time to time agree in writing. The Company shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of Representative of the Trustee in Argentina´s Argentina’s agents, counsel and other persons not regularly in its employ. The Company agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Application to Agents and to the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.145.14, and such duties shall be determined solely by the express provisions of this Section 6.145.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the CompanyIRSA. No implied covenants or obligations shall be read into this Section 6.145.14, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. The duties of the Representative of the Trustee in Argentina as of up to the date hereof are solely to: (i) receive from Holders, the CompanyIRSA, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) within seventy-two (72) hours of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. The Company IRSA shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture Section 5.14 and its services hereunder as hereunder. The fees of the Representative of the Trustee in Argentina shall be such amount as agreed upon in writing by IRSA and the Representative of the Trustee shall from time to time agree in writingArgentina. The Company IRSA shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of the Representative of the Trustee in Argentina´s Argentina’s agents, counsel and other persons not regularly in its employ. The Company IRSA agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith or willful wilful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Application to Agents and to the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.145.14, and such duties shall be determined solely by the express provisions of this Section 6.145.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the CompanyAPSA. No implied covenants or obligations shall be read into this Section 6.145.14, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. The duties of the Representative of the Trustee in Argentina as of up to the date hereof are solely to: (i) receive from Holders, the CompanyAPSA, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) within seventy-two (72) hours of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. The Company APSA shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture Section 5.14 and its services hereunder as hereunder. The fees of the Representative of the Trustee in Argentina and shall be in the amount of US$3,000, payable to the Representative of the Trustee shall from time to time agree in writingArgentina on the date hereof. The Company APSA shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of the Representative of the Trustee in Argentina´s Argentina’s agents, counsel and other persons not regularly in its employ. The Company APSA agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith or willful wilful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Application to Agents and to the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.14‎Section 5.13, and such duties shall be determined solely by the express provisions of this Section 6.14‎Section 5.13, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the CompanyIRSA PC. No implied covenants or obligations shall be read into this Section 6.14‎Section 5.13, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. The duties of the Representative of the Trustee in Argentina as of up to the date hereof are solely to: (i) receive from Holders, the CompanyIRSA PC, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, within three (ii3) within seventy-two (72) hours Business Days of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. The Company IRSA PC shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture ‎Section 5.13 and its services hereunder as hereunder. The fees of the Representative of the Trustee in Argentina shall be in an amount agreed between IRSA PC and the Representative of the Trustee shall from time to time agree in writingArgentina. The Company IRSA PC shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of the Representative of the Trustee in Argentina´s Argentina’s agents, counsel and other persons not regularly in its employ. The Company IRSA PC agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Application to Agents and to the Representative of the Trustee in Argentina. (a) The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 6.145.13, and such duties shall be determined solely by the express provisions of this Section 6.145.13, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and the Company. No implied covenants or obligations shall be read into this Section 6.145.13, against the Representative of the Trustee in Argentina. The Representative of the Trustee in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s general attorney. . (b) The duties of the Representative of the Trustee in Argentina as of up to the date hereof are solely to: (i) receive from Holders, the Company, the Agents and any governmental or regulatory authority or entity, all letters, claims, requests, memoranda or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) within seventy-two (72) hours of receipt, notify and/or deliver to the Trustee by facsimile (receipt confirmed) all such letters, claims, requests, memoranda or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda or documents. . (c) The Representative of the Trustee in Argentina shall not be liable for any action it takes or omits to take in good faith, which it believes to be authorized or within its discretion, rights or powers. The compensation of the Representative of the Trustee in Argentina is included in the compensation of the Trustee provided in Section 6.6 above and shall be paid directly by the Company to the Representative of the Trustee in Argentina. . (d) The Company shall pay to the Representative of the Trustee in Argentina from time to time, and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Indenture Section 5.13 and its services hereunder as hereunder. The fees of the Representative of the Trustee in Argentina shall be such amount as agreed upon in writing by the Company and the Representative of the Trustee shall from time to time agree in writingArgentina. The Company shall reimburse the Representative of the Trustee in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of the Representative of the Trustee in Argentina´s Argentina's agents, counsel and other persons not regularly in its employ. . (e) The Company agrees to indemnify the Representative of the Trustee in Argentina for, and to hold it harmless against, any loss, liability or expense, including, without limitation, the fees and expenses of legal counsel, reasonably incurred without negligence, bad faith negligence or willful misconduct on its part, arising out of or in connection with the acceptance of its commitments hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including, without limitation, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.