Common use of Representative of the Trustee in Argentina Clause in Contracts

Representative of the Trustee in Argentina. As long as it is required by Argentine law or by the CNV, the Trustee will have a representative in Argentina for the sole purpose of receiving notices from the CNV and/or Holders. Banco Santander Río S.A. will initially act as the Representative of the Trustee in Argentina for such purposes. The Representative of the Trustee in Argentina accepts its appointment in relation to the Securities and shall perform all matters expressed to be performed by it in, and otherwise comply with, the provisions of Section 5.13. 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 5.13, and such duties shall be determined solely by the express provisions of this Section 5.13, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSA PC. No implied covenants or obligations shall be read into this Section 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: receive from Holders, IRSA 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 (3) Business Days of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and 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 5.13 and its services 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 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 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.

Representative of the Trustee in Argentina. (a) As long as it is required by Argentine law or by the CNVCNV Rules, the Trustee will have a representative in Argentina for the sole purpose of receiving notices from the CNV and/or the Holders. Banco Santander Río S.A. Citibank, N.A. Argentine Branch will initially act as the Representative of the Trustee in Argentina for such purposes. The Representative of the Trustee in Argentina Citibank, N.A. Argentine Branch hereby accepts its such appointment in relation to the Securities Notes and shall perform all matters expressed to be performed by it in, and otherwise comply with, the provisions of this Section 5.13. Application to Agents and to the Representative of the Trustee in Argentina. 7.10(b). (b) The Representative of the Trustee in Argentina need to perform only those duties that are specifically set forth in this Section 5.137.10(b), and such duties shall be determined solely by the express provisions of this Section 5.137.10(b), or as the Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSA PCTrustee. No implied covenants or obligations shall be read into this Section 5.13Section7.10(b), 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-in-fact. The duties of the Representative of the Trustee in Argentina up to as of the date hereof are solely to: (i) receive from the Holders, IRSA PCthe Company, the Agents and any governmental or regulatory authority or entityentity in Argentina, all letters, claims, requests, memoranda notice or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, within three (3ii) Business Days of receipt, notify and/or deliver to the Trustee by facsimile Trustee, within three Business Days after its receipt, all such letters, claims, requests, memoranda notices or documents, and (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, memoranda notices or documents. The , (iv) call a meeting of the Holders pursuant to Section 9.04, and (v) take any other action as instructed by the Trustee under the terms of this Indenture. (c) If the Trustee resigns or is removed as Trustee hereunder for any reason, Citibank N.A., Argentine Branch will be automatically removed as Argentine Registrar and Transfer Agent and Representative of the Trustee in Argentina effective as of the date and time of the Trustee’s resignation or removal as such. Additionally, Citibank N.A., Argentine Branch may resign from its duties in the foregoing capacities at any time by so notifying the Issuer, and the Issuer shall promptly appoint a successor Representative of the Trustee in Argentina. (d) The parties hereto acknowledge and agree that any and all obligations of the branch of Citibank N.A., established in Argentina are to be discharged solely by and will be payable solely by the branch of Citibank N.A., established in Argentina in its offices, and subject to applicable Argentine regulations (including any law, decree, administrative act or executory order or regulation). Only the assets of the branch of Citibank N.A., established in Argentina shall be used to satisfy the obligations of the branch of Citibank N.A., established in Argentina hereunder, and the branch of Citibank N.A., established in Argentina shall not be liable for the lack of funds for any action it takes or omits payment hereunder where any such lack of funds is due to take in good faith, which it believes to be authorized or within its discretion, rights or powers. IRSA PC shall pay to an event of force majeure and/or other circumstances beyond the Representative control of the Trustee in Argentina from time to timebranch of Citibank N.A., and the Representative of the Trustee in Argentina shall be entitled to, such compensation for its acceptance of this Section 5.13 and its services 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 established in Argentina. IRSA PC shall reimburse In such case, neither the Representative head office of the Trustee branch of Citibank N.A., established in Argentina promptly upon request for all reasonable disbursementsnor any other office, advances and expenses incurred branch or made by or on behalf of it in addition person affiliated with and/or related to the compensation for its services. Such expenses may include the reasonable compensationbranch of Citibank N.A., disbursements and expenses of the Representative of the Trustee established 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 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 hereundershall be liable therefor.

Representative of the Trustee in Argentina. As long as it is required by Argentine law or by the CNV, the Trustee will have a representative in Argentina for the sole purpose of receiving notices from the CNV and/or Holders. Banco Santander Río S.A. will initially act as the Representative of the Trustee in Argentina for such purposes. The Representative of the Trustee in Argentina accepts its appointment in relation to the Securities and shall perform all matters expressed to be performed by it in, and otherwise comply with, the provisions of Section ‎Section 5.13. 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 ‎Section 5.13, and such duties shall be determined solely by the express provisions of this Section ‎Section 5.13, or as Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee and IRSA PC. No implied covenants or obligations shall be read into this Section ‎Section 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: receive from Holders, IRSA 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 (3) Business Days of receipt, notify and/or deliver to the Trustee by facsimile all such letters, claims, requests, memoranda or documents, and 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 ‎Section 5.13 and its services 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 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 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.