Common use of Maximum Aggregate Principal Amount of Securities; Terms of Securities Clause in Contracts

Maximum Aggregate Principal Amount of Securities; Terms of Securities. The maximum aggregate principal amount of Securities of all Series that may be Outstanding at any one time under this Indenture is US$500,000,000 (which will include, in the case of Securities not denominated in U.S. dollars, the Dollar Equivalent of such Securities as determined by IRSA PC on the respective Original Issue Date thereof). The total amount of the Program and the maximum aggregate principal amount of Securities of all Series that may be Outstanding at any one time under this Indenture may be increased by a resolution of the shareholders of IRSA PC and without the consent of the Holders. For purposes of the foregoing limitation, the Dollar Equivalent of any Securities denominated in a Specified Currency other than U.S. dollars will be determined (i) on the basis of the Exchange Rate Agent’s offer (U.S. dollar bid) quotation for such Specified Currency at or prior to 11:00 a.m. (New York City time) on the second (2nd) Business Day next preceding the applicable Payment Date or date for which the Dollar Equivalent is required to be determined or (ii) if no such rate is quoted for any reason, the rate determined by the Exchange Rate Agent based on an average of quotations given to the Exchange Rate Agent by commercial banks which conduct foreign exchange operations or based on such other method as the Exchange Rate Agent may reasonably determine to calculate a market exchange rate on the second (2nd) Business Day next preceding the applicable Payment Date or date for which the Dollar Equivalent is required to be determined (the rate determined in accordance with clause (i) or (ii) above, the “Exchange Rate”) (or, if such Exchange Rate is not then available, the Exchange Rate most recently available prior thereto). The Exchange Rate Agent shall not be liable for any determination, bid or offer made or omitted by it hereunder in the absence of manifest error on its part. Neither the Trustee nor any Agent shall be liable or responsible for determining if the aggregate principal amount of Securities issued under this Indenture (together with any other notes issued pursuant to the Program) exceed the maximum amount of notes issuable pursuant to the Program. IRSA PC’s delivery of Securities to the Trustee for authentication from time to time pursuant to Section 2.4 shall constitute a representation and warranty by IRSA PC that the issuance and authentication of such Securities shall not cause the maximum aggregate principal amount of outstanding notes allowed under the Program to be exceeded.