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 5.14, and such duties shall be determined solely by the express provisions of this Section 5.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSA. No implied covenants or obligations shall be read into this Section 5.14, 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 up to the date hereof are solely to: (i) receive from Holders, IRSA, 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 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. 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 Section 5.14 and its services 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 in Argentina. 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 agents, counsel and other persons not regularly in its employ. 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 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 5.14, and such duties shall be determined solely by the express provisions of this Section 5.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSAAPSA. No implied covenants or obligations shall be read into this Section 5.14, 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 up to the date hereof are solely to: (i) receive from Holders, IRSAAPSA, 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 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. IRSA 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 Section 5.14 and its services hereunder. The fees of the Representative of the Trustee in Argentina shall be such in the amount as agreed upon in writing by IRSA and of US$3,000, payable to the Representative of the Trustee in ArgentinaArgentina on the date hereof. IRSA 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 agents, counsel and other persons not regularly in its employ. IRSA 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 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. (a) The Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Section 5.145.13, and such duties shall be determined solely by the express provisions of this Section 5.145.13, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSAthe Company. No implied covenants or obligations shall be read into this Section 5.145.13, 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 up to the date hereof are solely to: (i) receive from Holders, IRSAthe 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 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. IRSA . (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 Section 5.14 5.13 and its services hereunder. The fees of the Representative of the Trustee in Argentina shall be such amount as agreed upon in writing by IRSA the Company and the Representative of the Trustee in Argentina. IRSA 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 's agents, counsel and other persons not regularly in its employ. IRSA . (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 wilful 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 5.146.14, and such duties shall be determined solely by the express provisions of this Section 5.146.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSAthe Company. No implied covenants or obligations shall be read into this Section 5.146.14, 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 up to as of the date hereof are solely to: (i) receive from Holders, IRSAthe 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. IRSA 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 Section 5.14 Indenture and its services hereunder. The fees of hereunder as 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 Argentinawriting. IRSA 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. IRSA 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 wilful 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 5.146.14, and such duties shall be determined solely by the express provisions of this Section 5.146.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSAthe Company. No implied covenants or obligations shall be read into this Section 5.146.14, 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 up to as of the date hereof are solely to: (i) receive from Holders, IRSAthe 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. IRSA 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 Section 5.14 Indenture and its services hereunder. The fees of hereunder as 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 Argentinawriting. IRSA 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 agents, counsel and other persons not regularly in its employ. IRSA 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 wilful 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 5.14‎Section 5.13, and such duties shall be determined solely by the express provisions of this Section 5.14‎Section 5.13, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSAIRSA PC. No implied covenants or obligations shall be read into this Section 5.14‎Section 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 up to the date hereof are solely to: (i) receive from Holders, IRSAIRSA 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. 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 Section 5.14 ‎Section 5.13 and its services hereunder. The fees of the Representative of the Trustee in Argentina shall be such in an amount as agreed upon in writing by between IRSA PC and the Representative of the Trustee in Argentina. 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 agents, counsel and other persons not regularly in its employ. 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 wilful 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 5.14, and such duties shall be determined solely by the express provisions of this Section 5.14, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSA. No implied covenants or obligations shall be read into this Section 5.14, 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 up to the date hereof are solely to: (i) receive from Holders, IRSA, 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 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. 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 Section 5.14 and its services 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 in Argentina. 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 agents, counsel and other persons not regularly in its employ. 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 wilful 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.