Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. During any period of time that (i) the Securities of any series have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA and its Restricted Subsidiaries will not be subject to the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 (collectively, the “Suspended Covenants”). In the event that IRSA and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.3, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 10.1(a) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date (with amounts calculated from the respective dates specified in that covenant and the related definitions) and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Administrative Agent an Officers’ Certificate notifying the Administrative Agent of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. (a) During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will not be subject to the provisions described under Sections 3.164.07, 3.174.08, 3.184.09, 3.194.10, 3.204.11, 3.23 4.15 and 3.24 clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. The Guarantees of the Guarantors will be suspended as of such date (the “Suspension Date”). (b) In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Company and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. (c) During any Suspension Period, the Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, however, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if: (a) the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing the Notes pursuant to the covenant set forth under such covenant; and (b) the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 4.10 hereof; provided further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date4.09(b)(3). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.07 hereof will be made as though the covenants described under Section 3.17 4.07 hereof had been in effect since the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings Rating from at least two one (2) of the three (31) Rating Agencies Agency and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will not be subject to the provisions described under Sections 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 3.19 and 3.24 4.1(a)(3) (collectively, the “Suspended Covenants”). In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Reinstatement Date”) one of the relevant Rating Agencies Agency withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series Notes no longer have Investment Grade Ratings Rating from at least two one (2) of the three (31) Rating AgenciesAgency, then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, unless and until the Notes subsequently attain an Investment Grade Rating from at least one (1) Rating Agency and no Default or Event of Default is in existence (in which case the Suspended Covenants will again be suspended for such time that the Notes maintain Investment Grade Rating from at least one (1) Rating Agency and no Default or Event of Default is in existence); provided, however, that no Default or Event of Default or breach of any kind shall be deemed to exist under the Indenture or the Notes with respect to the Suspended Covenants based on, and neither the Company nor any of its Restricted Subsidiaries will bear any liability with respect to the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any legal or contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the Suspension Date and the Reversion Reinstatement Date is referred to as the “Suspension Period.” ”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) On the Reversion Reinstatement Date, all to the extent any Indebtedness incurred Incurred during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) or second paragraph of Section 3.16 3.12, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f2)(a) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.173.12.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 4.08, 4.12 and 3.24 5.01(a)(2) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series notes below an Investment Grade Rating, then the Company and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Guarantors will be reinstated if such guarantees are then required by the terms of the Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in the Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Capital Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred incurred or issued pursuant to Section 4.05(a) or the first (1st) paragraph definition of Section 3.16 “Permitted Indebtedness” (to the extent such Indebtedness or Disqualified Capital Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Capital Stock or Preferred Stock would not be so permitted to be Incurred incurred or issued pursuant to Section 4.05(a) or the first (1st) paragraph definition of Section 3.16 “Permitted Indebtedness,” such Indebtedness or Disqualified Capital Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f3) of the second (2nd) paragraph definition of Section 3.16. “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.03 will be made as though the covenants described under Section 3.17 4.03 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.03 (a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.14, upon which the Trustee may conclusively rely. The Trustee shall have no duty to inquire or to verify the treatment of the Company’s debt by the Rating Agencies or otherwise to determine the factual basis for the Company’s determination of the occurrence or timing of a Covenant Suspension Event or Reversion Date. The Company also shall provide notice to the Holders of any Covenant Suspension Event or Reversion Date.

Suspension of Covenants. During any period of time that From and after the first date on which both (ia) the Securities of any series have Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings from at least two Group (2“S&P” and together with Moody’s the “Rating Agencies”) of the three (3) Rating Agencies and (iib) no there shall not exist a Default or Event of Default has occurred and is continuing hereunder (the occurrence of the events described in the foregoing clauses (ia) and (iib) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will not no longer be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.14 and clause (d) of the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes to below an Investment Grade Ratingrating then, and as a result of such withdrawal or downgradefollowing the Reversion Date, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of Company and the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.16. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that Additionally, upon the Suspended Covenants may occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reinstatedreset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under any series of Securities Section 4.05 will be deemed to have occurred made as a result of a failure to comply with though such covenant had been in effect since the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred Issue Date and during the Suspension Period.) On the Reversion Date. For purposes of Section 4.07, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to clause (b) of the first (1st) second paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as 4.07. For purposes of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding Section 4.10, on the Reversion Date). To , any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the extent such Indebtedness would not be so permitted to be Incurred benefit of Holders pursuant to the first (1st) paragraph requirements of Section 3.16 such Indebtedness will 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fa) of the second (2nd) paragraph of Section 3.164.06. Calculations made after For purposes of Section 4.09 hereof, on the Reversion Date of the amount available Date, any Affiliate Transaction entered into or permitted to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made exist during the Suspension Period will reduce shall be deemed to have been outstanding on the amount available to be made Issue Date, so that it is classified as Restricted Payments permitted under clause (b) of the first (1st) second paragraph of Section 3.17such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. During any period of time (a) Following the first day (the “Suspension Date”) that (i1) the Securities of any series Notes have an Investment Grade Ratings Rating from at least two (2) both of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing (under this Indenture, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA Company and its Restricted Subsidiaries will shall not be subject to Sections 4.08, 4.09, 4.11, 4.12, 4.13, 4.16(a) (provided that Section 4.16(a) shall apply to any Restricted Subsidiary upon any Reinstatement Date to the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 extent specified in such Section 4.16(a)) and 3.24 5.01(a)(3)(b) (collectively, the “Suspended Covenants”). In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Company and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period. (b) On the Reversion Date, all Indebtedness incurred Debt Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 4.08(a) or one of the first (1stclauses set forth in Section 4.08(b) paragraph of Section 3.16 (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period Date and outstanding on the Reversion Date). To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 4.08, such Indebtedness will Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.08(b)(1). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will 4.09 shall be made as though the covenants described under such Section 3.17 4.09 had been in effect since the Issue Date and throughout the Suspension Period. Accordinglyprior to, Restricted Payments made during but not during, the Suspension Period will reduce (and, for avoidance of doubt, all Consolidated Net Income and other amounts attributable to the Suspension Period that would otherwise increase the amount of Restricted Payments available to be made as pursuant to any clause (including Section 4.09(a)(3)(a)) of Section 4.09 shall be excluded in determining the amount of Restricted Payments under available to be made following the first Reversion Date). For purposes of determining compliance with Section 4.11(a), on the Reversion Date, the Net Available Cash from all Asset Sales not applied in accordance with such Section 4.11 shall be deemed to be reset to zero. (1stc) paragraph The Company shall deliver an Officer’s Certificate to the Trustee of Section 3.17the occurrence of a Suspension Date or Reversion Date. The Trustee shall be entitled to rely conclusively on such Officer’s Certificate. The Trustee shall have no obligation to monitor the occurrence, continuance or cessation of a Suspension Date or Reversion Date, nor shall it have any obligation to notify Holders of any such occurrence, continuance or cessation.

Suspension of Covenants. (a) During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will not be subject to the provisions described under Sections 3.164.07, 3.174.08, 3.184.09, 3.194.10, 3.204.11, 3.23 4.15, 4.18 and 3.24 clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. The Guarantees of the Guarantors will be suspended as of such date (the “Suspension Date”). (b) In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Company and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date4.09(b)(3). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.07 hereof will be made as though the covenants described under Section 3.17 4.07 hereof had been in effect since the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described relevant provisions under Section 3.17 4.04 had been in effect since the Issue Date (with amounts calculated from the respective dates specified in Section 4.04 and the related definitions) and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. (a) During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will shall not be subject to the provisions of this Indenture described under Sections 3.9, 3.10, 3.11, 3.12, 3.13, 3.14(b), 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 4.1(a)(ii) and 3.24 4.1(b)(ii) (collectively, the “Suspended Covenants”). . (b) No Subsidiary that is a Restricted Subsidiary on the date of the occurrence of a Covenant Suspension Event (the “Suspension Date”) may be redesignated as an Unrestricted Subsidiary during the Suspension Period. (c) The Additional Note Guarantors shall be released from their obligation to guarantee the Notes. (d) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer Notes do not have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants and the Notes will again be guaranteed by the Additional Note Guarantors (unless, solely with respect to any Additional Note Guarantors, the conditions for release as described under Section 10.2 are otherwise satisfied during the Suspension Period). The Issuer shall cause such Additional Note Guarantor shall promptly executed and deliver to the Trustee a supplemental indenture hereto in form and substance reasonably satisfactory to the Trustee in accordance with the provisions of Article IX, evidencing that such Additional Note Guarantor’s guarantee on substantially the terms set forth in Article X. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants and the guarantees by the Additional Note Guarantors may be reinstated, no Default or Event of Default under any series of Securities will shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b) (to the extent such Indebtedness would be permitted to be incurred Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1stSection 3.9(a) paragraph of Section 3.16 or 3.9(b), such Indebtedness will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second (2nd) paragraph of Section 3.163.9(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will 3.11 shall be made as though the covenants described under Section 3.17 3.11 had been in effect since the Issue Date and throughout the Suspension Period. The Issuer will give the Trustee written notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after such Covenant Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuer will give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.173.11(a).

Suspension of Covenants. During (a) If on any period of time that date (ithe “Suspension Date”) following the Issue Date: (1) the Securities of any series Notes have Investment Grade Ratings from at least two both Rating Agencies; and (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has shall have occurred and is be continuing (the occurrence of the events described in the foregoing clauses clause (i1) and this clause (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such seriesthen, IRSA beginning on that day and its Restricted Subsidiaries will not be subject to the provisions described under of the following paragraph, the covenants in Sections 3.164.07, 3.174.08, 3.184.09, 3.194.10, 3.204.11 and 5.01(a)(3) will be suspended (such suspended covenants, 3.23 and 3.24 (collectively, the “Suspended Covenants”). (b) Upon the occurrence of a Covenant Suspension Event, the amount of Net Available Cash that has not been applied as provided under Section 4.10 shall be set at zero and shall remain at zero during the Suspension Period (as defined below). In During the event that IRSA and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time commencing on and after the Suspension Date and ending prior to the Reversion Date (as a result defined below) (such period, the “Suspension Period”), neither the Company’s Board of Directors nor any Officer may designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of “Unrestricted Subsidiary.” (c) Notwithstanding the foregoing, and if on any subsequent date (the “Reversion Date”) subsequent to any Suspension Date, one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes to below an Investment Grade Rating, the Suspended Covenants will be reinstituted as of and from the Reversion Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified as a result of such withdrawal or downgradehaving been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3)(B). Calculations made after the Securities of such series no longer have Investment Grade Ratings from at least two (2) Reversion Date of the three (3) Rating Agenciesamount available to be made as Restricted Payments under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date of this Indenture. Accordingly, then Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, for purposes of the reinstated Section 4.11, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with respect an Affiliate of the Company during the Suspension Period will be deemed to such series IRSA and its Restricted Subsidiaries have been existing as of the Issue Date. Also, any encumbrance or restriction of the type referred to in Section 4.08 incurred during the Suspension Period will thereafter again be subject deemed to have been in effect on the Issue Date. Notwithstanding the reinstatement of the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred solely as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time thereafter based solely on events that occurred during the Suspension Period). (d) On The Company shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than twenty (20) Business Days after such Covenant Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than twenty (20) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred pursuant to Trustee shall assume the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date Suspended Covenants apply and after giving effect to Indebtedness incurred prior to the Suspension Period are in full force and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17effect.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.163.10, 3.174.7, 3.184.8, 3.194.9, 3.204.10, 3.23 4.11 and 3.24 5.1(a)(2) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its their Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, then the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such Guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have as having been Incurred incurred or issued pursuant to the first (1stSection 4.9(a) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 Sections 4.9(a), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is initially classified as permitted under clause (f3) of the second (2nd) paragraph definition of Section 3.16“Permitted Indebtedness”. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.7 will be made as though the covenants described under Section 3.17 4.7 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.7(b), but no Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. (a) During any period of time that following the Issue Date that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) Section 4.07; (B) Section 4.09; (C) Section 4.13; (D) Section 4.14; (E) Section 4.15; (F) Section 4.17; and (G) clause (a)(4) of Section 5.01. (collectively, the “Suspended Covenants”). Solely for the purpose of determining the amount of Permitted Liens under Section 4.10 during any Suspension Period (as defined below) and without limiting the Issuer’s or any Restricted Subsidiary’s ability to incur Indebtedness during any Suspension Period, to the extent that calculations in Section 4.10 (including the definition of “Permitted Liens”) refer to Section 4.07, such calculations shall be made as though Section 4.07 remains in effect during the Suspension Period. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds shall be set at zero. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event breach of Default under any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Date or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon request. (b) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will shall be deemed to have been outstanding incurred or issued on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of pursuant to Section 3.164.07(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will 4.09 shall be made as though the covenants described under Section 3.17 4.09 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.09(a) and the first items specified in Section 4.09(a)(C)(i) through (1stC)(iv) paragraph if occurring during the Suspension Period shall increase the amount available to be made as Restricted Payments under such section. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant Section 4.17(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.14(a) through (c) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to the exception contained in clause (1) of Section 3.174.14 relating to existing encumbrances and restrictions. (c) The Issuer shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, the Trustee may conclusively assume the Suspended Covenants apply and are in full force and effect. The Issuer shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee may conclusively assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. During any the period of time that in which: (i1) the Securities of any series Notes have an Investment Grade Ratings Rating from at least two Rating Agencies or the equivalent thereof under any new ratings system if the ratings system of any such agency shall be modified after the date hereof and (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA and its Restricted Subsidiaries the following provisions of this Indenture will not be subject applicable to the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 Notes: (A) Section 6.09; (B) Section 6.10; (C) Section 6.12; (D) Section 6.13; (E) Section 6.15; and (F) clause (iii) of Section 5.01(A); (collectively, the “Suspended Covenants” and, the date of such suspension, the “Suspension Date”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be set at zero. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraws its that had assigned an Investment Grade Rating withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating and as a result less than two Rating Agencies have assigned an Investment Grade Rating, then the Company and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). For purposes of determining compliance with Section 6.11 during the Suspension Period, it shall be assumed that the provisions of Section 6.10 are applicable during such period as if the applicable Covenant Suspension Event had not occurred. On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date6.10(A). To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 6.10(A), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fc) of the second (2nd) paragraph definition of Section 3.16. “Permitted Debt.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 6.09 will be made as though the covenants described under Section 3.17 6.09 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 6.09(A). Notwithstanding anything to the first (1st) paragraph contrary, during a Suspension Period the Company may not designate any Subsidiary as an Unrestricted Subsidiary. The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 3.176.16 and, upon written request by the Company and at its expense, the Trustee shall deliver a notice of such occurrence to the Holders of Notes at their addresses as the same shall then appear in the Register. Any failure of the Company to deliver such Officer’s Certificate or the Trustee to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any events described under this Section 6.16. The Trustee shall have no duty to monitor any of the events described under this Section 6.16.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”"COVENANT SUSPENSION EVENT"), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the "SUSPENSION DATE"). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”"REVERSION DATE") one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period"SUSPENSION PERIOD.” " (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer's Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. During any period of time that From and after the first date on which both (ia) the Securities of any series have Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings from at least two Group (2“S&P” and together with Moody’s the “Rating Agencies”) of the three (3) Rating Agencies and (iib) no there shall not exist a Default or Event of Default has occurred and is continuing hereunder (the occurrence of the events described in the foregoing clauses (ia) and (iib) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will not no longer be subject to Sections 4.01, 4.02, 4.03, 4.04, 4.06, 4.07, 4.09, 4.10 and clause (d) of the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.12. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Ratingrating then, and as a result of such withdrawal or downgradefollowing the Reversion Date, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of Company and the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.12. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that Additionally, upon the Suspended Covenants may occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reinstatedreset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under any series of Securities Section 4.01 will be deemed to have occurred made as a result of a failure to comply with though such covenant had been in effect since the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred Issue Date and during the Suspension Period.) On the Reversion Date. For purposes of Section 4.02, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to clause (b) of the first (1st) second paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as 4.02. For purposes of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding Section 4.04, on the Reversion Date). To , any Lien securing Indebtedness, which Lien was permitted by Section 4.12 and did not require that a Lien be created for the extent such Indebtedness would not be so permitted to be Incurred benefit of Holders pursuant to the first (1st) paragraph requirements of Section 3.16 such Indebtedness will 4.12, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fa) of the second (2nd) paragraph of Section 3.164.06. Calculations made after For purposes of Section 4.09, on the Reversion Date of the amount available Date, any Affiliate Transaction entered into or permitted to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made exist during the Suspension Period will reduce shall be deemed to have been outstanding on the amount available to Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be made replaced by a nationally recognized statistical rating organization (as Restricted Payments defined in Rule 436 under the first (1stSecurities Act) paragraph of Section 3.17designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.16.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”"COVENANT SUSPENSION EVENT"), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the "SUSPENSION DATE"). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”"REVERSION DATE") one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period"SUSPENSION PERIOD.” " (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Acquisition Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Acquisition Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer's Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.16.

Suspension of Covenants. (a) During any period of time that (i) when the Securities of any series Notes have an Investment Grade Ratings Rating from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)under this Indenture, with respect to such series, IRSA Hxxxx Energy Partners and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 of this Indenture: (1) Section 4.10; (2) Section 4.07; (3) Section 4.09; (4) Section 4.19; (5) Section 4.11; (6) Section 4.13; (7) Section 4.18; (8) Clause 4(B) of Section 5.01; and (9) Clauses 1(A) and 3.24 (3) of Section 4.16 (collectively, the “Suspended Covenants”). . (b) In the event that IRSA Hxxxx Energy Partners and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one subsequently either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies, then or a Default (other than with respect to such series IRSA the Suspended Covenants) occurs and is continuing, Hxxxx Energy Partners and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants (unless subsequently suspended pursuant to the previous paragraph), subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date"). The Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with Section 4.07 hereof as though such section had been in effect during the entire period of time between from which the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notes are issued. Notwithstanding that the Suspended Covenants may be shall have been reinstated, no Default or Event of Default under any series of Securities default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred pursuant any period in which Hxxxx Energy Partners and its Restricted Subsidiaries are not subject to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17Suspended Covenants.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.2, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of any Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first Section 10.1 (1sta) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Administrative Agent an Officer’s Certificate notifying the Administrative Agent of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date: (i1) the Securities of any series Notes have an Investment Grade Ratings Rating from at least any two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date and continuing until the Reversion Date, with respect to such seriesthe Notes, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”): (A) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingforegoing with respect to the Notes, and on any subsequent date (the “Reversion Date”) one any two of the three Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events with respect to the Notes. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes of the Guarantors shall be suspended during the Suspension Period. (b) In the event of any such reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Acquisition entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1), (6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (1) no Default or Default, Event of Default under or breach of any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred or contractual obligation arising during the Suspension Period.), and (2) On the following a Reversion Date, all Indebtedness incurred the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the any Suspension Period and outstanding on to consummate the Reversion Date)transactions contemplated thereby. To The Issuer shall give the extent such Indebtedness would not be so permitted to be Incurred pursuant to Trustee prompt notice (in the first (1st) paragraph form of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fan Officer’s Certificate) of the second (2nd) paragraph beginning and end of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the any Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.ARTICLE ELEVEN REDEMPTION OF NOTES

Suspension of Covenants. During any period of time that From and after the first date on which both (ia) the Securities of any series have Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings from at least two Group (2“S&P” and together with Moody’s the “Rating Agencies”) of the three (3) Rating Agencies and (iib) no there shall not exist a Default or Event of Default has occurred and is continuing hereunder (the occurrence of the events described in the foregoing clauses (ia) and (iib) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will not no longer be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.14 and clause (d) of the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes to below an Investment Grade Ratingrating then, and as a result of such withdrawal or downgradefollowing the Reversion Date, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of Company and the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.16. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that Additionally, upon the Suspended Covenants may occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reinstatedreset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under any series of Securities Section 4.05 will be deemed to have occurred made as a result of a failure to comply with though such covenant had been in effect since the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred Issue Date and during the Suspension Period.) On the Reversion Date. For purposes of Section 4.07, all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to clause (b) of the first (1st) second paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as 4.07. For purposes of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding Section 4.10, on the Reversion Date). To , any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the extent such Indebtedness would not be so permitted to be Incurred benefit of Holders pursuant to the first (1st) paragraph requirements of Section 3.16 such Indebtedness will 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fa) of the second (2nd) paragraph of Section 3.164.06. Calculations made after For purposes of Section 4.09 hereof, on the Reversion Date of the amount available Date, any Affiliate Transaction entered into or permitted to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made exist during the Suspension Period will reduce shall be deemed to have been outstanding on the amount available to be made Issue Date, so that it is classified as Restricted Payments permitted under clause (b) of the first (1st) second paragraph of Section 3.17such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of any Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Datedate of consummation of the Transfer Transactions, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date date of consummation of the Transfer Transactions and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.16.

Suspension of Covenants. (a) During any period of time that following the Effective Date that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) clause (a)(4) of Section 801; (B) Section 1010; (C) Section 1011; (D) Section 1013; (E) Section 1014; (F) Section 1015; and (G) Section 1017 (collectively, the “Suspended Covenants”). Solely for the purpose of determining the amount of Permitted Liens under Section 1012 during any Suspension Period (as defined below) and without limiting the Issuer’s or any Restricted Subsidiary’s ability to incur Indebtedness during any Suspension Period, to the extent that calculations in Section 1012 (including the definition of “Permitted Liens”) refer to Section 1011, such calculations shall be made as though Section 1011 remains in effect during the Suspension Period. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds shall be set at zero. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” ”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event breach of Default under any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Date or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon request. (b) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will shall be deemed to have been outstanding incurred or issued on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of pursuant to Section 3.161011(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will 1010 shall be made as though the covenants described under Section 3.17 1010 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 1010(a) and the first items specified in Section 1010(a)(4)(C)(1) through (1stC)(4) paragraph if occurring during the Suspension Period will increase the amount available to be made as Restricted Payments under such section. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 1013(b)(5). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 3.171014(a) through (c) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 1014(c)(1). (c) On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (d) The Issuer shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuer shall give the Trustee prompt (and in any event not later than five Business Days after a Reversion Date) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.3, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of any Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 10.1(a) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Administrative Agent an Officer’s Certificate notifying the Administrative Agent of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. During any period of time that that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) Section 1007; (B) Section 1010; (C) Section 1011; (D) Section 1013; (E) Section 1014; (F) Section 1015; (G) Section 1018; and (H) clause (4) of the first paragraph of Section 801 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds (and Event of Loss Proceeds) shall be set at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the “Suspension Date”). The Issuer shall provide prompt written notice to the Trustee of the occurrence of the Suspension Date. In the absence of such notice, the Trustee shall assume that a Suspension Date has not occurred. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, Rating and as a result of such withdrawal or downgrade, the Securities of such series no longer less than two Rating Agencies have assigned an Investment Grade Ratings from at least two (2) of Rating to the three (3) Rating AgenciesNotes, then with respect to such series IRSA the Issuer and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). Solely for the purpose of determining compliance with Section 1012 during the Suspension Period, it shall be assumed that the provisions of Section 1011 are applicable during such period as if the applicable Covenant Suspension Event had not occurred. On the Reversion Date, all Indebtedness incurred during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been Incurred incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date)1011. To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 1011, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fc) of the second (2nd) paragraph of Section 3.161011. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 1010 will be made as though the covenants described under Section 3.17 1010 had been in effect since the Issue Date and throughout Date, but not during the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.171010. Any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of the second paragraph of Section 1013. Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not the Issuer or a Guarantor to take any action described in clauses (a) through (c) of the first paragraph of Section 1014 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 1014. All Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (5) of the definition of “Permitted Investments.” Notwithstanding anything contained in the definition of “Unrestricted Subsidiary,” during a Suspension Period the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary.

Suspension of Covenants. During any period of time that that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA Holdings and its the Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16of this Indenture: (A) Section 1010; (B) Section 1011; (C) Section 1013; (D) Section 1015; (E) Section 1014; (F) clauses (b), 3.17, 3.18, 3.19, 3.20, 3.23 (c) and 3.24 (d) of the first paragraph of Section 1016; (G) Section 1018 (H) clause (4) of the first paragraph of Section 801; (I) Section 1007; and (J) Section 1021 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds (and Event of Loss Proceeds) shall be set at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the “Suspension Date”). In the event that IRSA Holdings and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, Rating or a Default or Event of Default occurs and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesis continuing, then with respect to such series IRSA Holdings and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” ”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). For purposes of determining compliance with Sections 1012 and 1016 of this Indenture during the Suspension Period, it shall be assumed that the provisions of Section 1011 are applicable during such period as if the applicable Covenant Suspension Event had not occurred. On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date)1011 below. To the extent such Indebtedness or Disqualified Stock would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 1011, such Indebtedness indebtedness or Disqualified Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fc) of the second (2nd) paragraph of Section 3.161011. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 1010 will be made as though the covenants described under Section 3.17 1010 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.171010. Notwithstanding anything contained in the definition of “Unrestricted Subsidiary,” during a Suspension Period Holdings may not designate any Subsidiary as an Unrestricted Subsidiary.

Suspension of Covenants. During If on any period of time that date following the Issue Date; (ia) the Securities Notes are rated Baa3 (or its equivalent) or better by Xxxxx’x and BBB- (or its equivalent) or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any series have other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency) (each, an “Investment Grade Ratings from at least two Rating”); and (2) of the three (3) Rating Agencies and (iib) no Default or Event of Default has shall have occurred and is continuing (be continuing, then, beginning on that day and subject to the occurrence of the events described provision in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)following paragraphs, with respect to such series, IRSA the Company and its Restricted Subsidiaries will not no longer be subject to the Notes and any related default provisions described of this Indenture set forth under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 the following: (1) Section 10.16; (2) Section 10.08; (3) Section 10.09; (4) Section 8.01(a)(4); (5) Section 10.11; (6) Section 10.12; and (7) Section 10.13: (collectively, the “Suspended Covenants”). In If the event that IRSA Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingprevious sentence (a “Fall-Away Period”) and, and on any subsequent date (the “Reversion Date”) ), one or more of the Rating Agencies withdraws its ratings assigned to the Notes are withdrawn or downgraded so that the Notes no longer have an Investment Grade Rating or downgrades its rating assigned to the Securities an Event of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two Default (2) of the three (3) Rating Agencies, then other than with respect to such series IRSA a Suspended Covenant) occurs and is continuing, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period ability of the Company and its Restricted Subsidiaries to make Restricted Payments after the time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstatedof such withdrawal, no Default downgrade or Event of Default under any series of Securities will be deemed to have occurred calculated as a result of a failure to comply with the Suspended Covenants if Section 10.08 had been in effect during the Suspension Period (or upon termination entire period of time from the Issue Date. Notwithstanding the foregoing, the continued existence after the end of the Suspension Fall-Away Period of facts and circumstances or after that time based solely on events obligations arising from transactions that occurred during a Fall-Away Period shall not constitute a breach of any covenant set forth in this Indenture or cause an Event of Default hereunder. During the Suspension Fall-Away Period.) , the Company’s Board of Directors may not designate any Restricted Subsidiary to be an Unrestricted Subsidiary. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Fall-Away Period so long as such contract and such consummation would have been permitted during such Fall-Away Period. For purposes of Section 10.12, on the Reversion Date, all Indebtedness incurred any contractual encumbrances or restrictions entered into during the Suspension Fall-Away Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding in effect on the Issue Date so that they are permitted under Section 10.12(b)(1). For purposes of Section 10.16, on the Reversion Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph unutilized Excess Proceeds amount will be reset to zero. For purposes of Section 3.16. Calculations made 10.11, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the amount available to be made as Restricted Payments under Section 3.17 Company entered into during the Fall-Away Period will be made as though the covenants described under Section 3.17 had deemed to have been in effect since as of the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph for purposes of Section 3.1710.11(b)(1). The Trustee shall have no duty to monitor the rating of the Notes or whether a Fall-Away Period or Reversion Date has occurred, or notify Holders of the same.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.16.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of any Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.16.

Suspension of Covenants. During any period of time that (a) Following the first day (the “Suspension Date”) that: (i) the Securities of any series have an Investment Grade Ratings Rating from at least any two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (under this Indenture, Holdings, the occurrence of Company and the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA and its Restricted Subsidiaries will shall not be subject to the provisions described under Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 4.10, 5.01(a)(3) and 3.24 5.01(b)(3) (collectively, the “Suspended Covenants”). ) and the then-existing Subsidiary Guarantees will be suspended as of the Suspension Date. (b) In the event that IRSA Holdings, the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one two of the three Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgradethen Holdings, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of Company and the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Subsidiary Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period. (c) On the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to the first (1stSections 4.03(a) paragraph of Section 3.16 or 4.03(b) (to the extent such Indebtedness would be permitted to be incurred Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1stSections 4.03(a) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.or

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA ) the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period but prior to the repayment, repurchase, retirement or redemption of all of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of this Indenture (collectively, the “Satisfaction of the Notes”), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended: (i) SECTION 4.7; (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; (vi) Clause (iii) of the first paragraph of SECTION 5.1; and (vii) SECTION 4.17; provided that no Guarantors shall be released solely because the Company is not subject to this covenant during a Suspension Period. (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date (the “Reversion Date”) subsequently, one of the or both Rating Agencies withdraws its Investment Grade Rating rating or downgrades its the rating assigned to the Securities Notes below the required Investment Grade Rating and such event occurs prior to the Satisfaction of the affected series below an Investment Grade Rating, and as a result Notes (such date of such withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa “Reinstatement Date”), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Covenant Suspension Period or after that time based solely on events that occurred during Event again exists) until the Suspension PeriodSatisfaction of the Notes. (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9 or, at the Company’s option, one of the clauses set forth in the definition of “Permitted Debt” (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of “Permitted Debt.” (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 SECTION 4.7 will be made as though the covenants described under Section 3.17 such covenant had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17SECTION 4.7 to the extent provided therein. Any Affiliate Transaction entered into after such Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (5) of SECTION 4.11. Additionally, upon the occurrence of a Reinstatement Date, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (e) Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default or Event of Default or breach of any kind will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period) and none of the Company nor any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period, and (2) following a Reinstatement Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (f) The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date.

Suspension of Covenants. (a) During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will not be subject to the provisions described under Sections 3.163.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17, 3.18, 3.19, 3.20, 3.23 3.19(b) and 3.24 4.1(a)(2) (collectively, the “Suspended Covenants”). . (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, then the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (c) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.163.9(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 3.11 will be made as though the covenants described under Section 3.17 3.11 had been in effect since the Issue Date and throughout the Suspension Period. (d) The Company shall give the Trustee written notice of any Covenant Suspension Event. AccordinglyIn the absence of such notice, Restricted Payments made during the Suspension Period will reduce Trustee shall assume the amount available to be made as Restricted Payments under Suspended Covenants apply and are in full force and effect. The Company shall give the first (1st) paragraph Trustee written notice of Section 3.17any occurrence of a Reversion Date not later than 15 days after such Reversion Date. After any such notice of occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Senior Notes have Investment Grade Ratings from at least two (2) one of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “"Covenant Suspension Event”"), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (1) Section 4.09; (2) Section 4.10; (3) Section 4.12; (4) Section 4.13; (5) Clause 5 of Section 5.01(a) (collectively, the “"Suspended Covenants”"). (b) Upon the occurrence of a Covenant Suspension Event (the "Suspension Date"), the amount of Excess Proceeds from Net Proceeds shall be set at zero. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “"Reversion Date”") in the event that only one Rating Agency had previously provided an Investment Grade Rating on the Senior Notes, then one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its lowers the rating assigned to the Securities of the affected series Senior Notes below an Investment Grade RatingRating or, and as a result in the event that both of such withdrawal or downgrade, the Securities of such series no longer Rating Agencies have previously provided Investment Grade Ratings from at least two (2) on the Senior Notes, then both of the three (3) Rating AgenciesAgencies withdraw their Investment Grade Rating or lower the ratings assigned to the Senior Notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, then with respect to such series IRSA the Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “"Suspension Period.” " Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (c) On the Reversion Date, all Indebtedness incurred Debt incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to Section 4.09(a) hereof or one of the first (1stclauses set forth in Section 4.09(b) paragraph of Section 3.16 hereof (to the extent such Indebtedness Debt or Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Debt incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness Debt or Disqualified Stock would not be so permitted to be Incurred incurred or issued pursuant to the first Section 4.09(a) or (1stb) paragraph of Section 3.16 hereof, such Indebtedness Debt or Disqualified Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f14) of the second (2ndSection 4.09(b) paragraph of Section 3.16hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.10 hereof will be made as though the covenants described under Section 3.17 4.10 hereof had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.10(a) hereof. (d) The Company shall deliver promptly to the first (1st) paragraph Trustee an Officers' Certificate notifying it of any such occurrence under this Section 3.174.17.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.3, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of any Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first Section 10.1 (1sta) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Administrative Agent an Officer’s Certificate notifying the Administrative Agent of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating both Ratings Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA ) the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period, but prior to the satisfaction of the Notes, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture set forth below had not been suspended: (i) SECTION 4.7; (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; and (vi) Clause (iii) of the first paragraph of Section 5.1. (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date subsequently, (the “Reversion Date”x) either one of the or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades its rating downgrade the ratings assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa "Reinstatement Date"), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Suspension Period or after that time based solely on events that occurred during Event again exists) until the Suspension PeriodSatisfaction of the Notes. (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9 or, at the Company's option, one of the clauses set forth in the definition of Permitted Debt (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date)) and subject SECTION 4.9. To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of Permitted Debt. (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 SECTION 4.7 will be made as though the covenants described under Section 3.17 such covenant had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17SECTION 4.7 to the extent provided therein. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period).

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. During any period of time that that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) Section 1007; (B) Section 1010; (C) Section 1011; (D) Section 1013; (E) Section 1014; (F) Section 1015; (G) Section 1018; and (H) clause (4) of the first paragraph of Section 801. (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds (and Event of Loss Proceeds) shall be set at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the “Suspension Date”). The Issuer shall provide prompt written notice to the Trustee of the occurrence of the Suspension Date. In the absence of such notice, the Trustee shall assume that a Suspension Date has not occurred. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, Rating and as a result of such withdrawal or downgrade, the Securities of such series no longer less than two Rating Agencies have assigned an Investment Grade Ratings from at least two (2) of Rating to the three (3) Rating AgenciesNotes, then with respect to such series IRSA the Issuer and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). Solely for the purpose of determining compliance with Section 1012 during the Suspension Period, it shall be assumed that the provisions of Section 1011 are applicable during such period as if the applicable Covenant Suspension Event had not occurred. On the Reversion Date, all Indebtedness incurred during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been Incurred incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date)1011. To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 1011, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fc) of the second (2nd) paragraph of Section 3.161011. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 1010 will be made as though the covenants described under Section 3.17 1010 had been in effect since the Issue Date and throughout Date, but not during the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.171010. Any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of the second paragraph of Section 1013. Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not the Issuer or a Guarantor to take any action described in clauses (a) through (c) of the first paragraph of Section 1014 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 1014. All Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (5) of the definition of “Permitted Investments.” Notwithstanding anything contained in the definition of “Unrestricted Subsidiary,” during a Suspension Period the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary. SECTION 1020. [Reserved].

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date: (i1) the Securities Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any series have Investment Grade Ratings from at least two other “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act selected by the Issuer as a replacement agency); and (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has shall have occurred and is be continuing, then beginning on that day and continuing (the occurrence of the events described in the foregoing clauses (i) at all times thereafter and (ii) being collectively referred subject to as a “Covenant Suspension Event”Section 4.22(c), with respect to such series, IRSA and its Restricted Subsidiaries will not be subject to the provisions described covenants specifically listed under Sections 3.164.7, 3.174.8, 3.184.9, 3.194.10, 3.204.11, 3.23 4.20 and 3.24 clause (iii) of Section 5.1 (collectively, the “Suspended Covenants”). In ) will be suspended. (b) During any period that the event that IRSA and foregoing covenants have been suspended, Parent’s Board of Directors may not designate any of its Restricted Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to Section 4.21 unless Parent’s Board of Directors would have been able, under the terms of Section 4.21, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants for were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any period action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of time as a result of Default under this Indenture. (c) Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency subsequently declines to below Baa3 or BBB-, respectively, the foregoing covenants will be reinstituted as of and on from the date of such rating decline (any subsequent date (the such date, a “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants). The period of time between the Suspension Date suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default All Debt incurred (including Acquired Debt) or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) On the Reversion Date, all Indebtedness incurred issued during the Suspension Period will be classified deemed to have been Incurred pursuant incurred or issued in reliance on the exception provided by clause (iv) of the definition of “Permitted Debt.” Calculations under the reinstated Section 4.7 will be made as if Section 4.7 had been in effect prior to but not during the first (1st) paragraph period that Section 4.7 was suspended as set forth above. For purposes of determining compliance with Section 4.10, the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as 4.11, all agreements and arrangements entered into by Parent and any Restricted Subsidiary with an Affiliate of the Reversion Date and after giving effect to Indebtedness incurred prior to Issuer during the Suspension Period and outstanding on the prior to such Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness Date will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under entered pursuant to clause (f6) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date 4.11 and for purposes of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly4.8, Restricted Payments made all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will reduce be deemed to have been entered pursuant to clause (a) of the amount available to be made as Restricted Payments under the first (1st) second paragraph of Section 3.174.8. (d) In addition, without causing a Default or Event of Default, Parent and its Restricted Subsidiaries are permitted to honor any contractual commitments to take actions following a Reversion Date; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Issuer shall provide written notice to the Trustee indicating the occurrence of any Suspension Period or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such notice to any Holder upon request.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series have an Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof, the “Suspension Date”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will not be subject to Sections 4.3, 4.4, 4.12, 4.13 and 4.14 and the provisions described requirement set forth under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 Section 5.1(c)(ii) (collectively, the “Suspended Covenants”). . (b) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date: (i1) the Securities of any series Notes have an Investment Grade Ratings Rating from at least any two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date and continuing until the Reversion Date (as defined below), with respect to such seriesthe Notes, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”): (A) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one any two of the three Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events with respect to the Notes. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes of the Guarantors shall be suspended during the Suspension Period. (b) In the event of any such reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to the Notes and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided that (1) with respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1), (6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). The Trustee shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any rating agency. The Trustee shall have no obligation to independently determine or verify if any merger event or any other event has occurred or notify the Holders of any such event. (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (1) no Default or Default, Event of Default under or breach of any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period.), and (2) On the following a Reversion Date, all Indebtedness incurred the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the any Suspension Period and outstanding on to consummate the Reversion Date)transactions contemplated thereby. To The Issuer shall give the extent such Indebtedness would not be so permitted to be Incurred pursuant to Trustee prompt notice (in the first (1st) paragraph form of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fan Officer’s Certificate) of the second (2nd) paragraph beginning and end of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the any Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. During any period of time that that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) Section 1007; (B) Section 1010; (C) Section 1011; (D) Section 1013; (E) Section 1014; (F) Section 1015; (G) Section 1018; and (H) clause (4) of the first paragraph of Section 801 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds (and Event of Loss Proceeds) shall be set at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the “Suspension Date”). The Issuer shall provide prompt written notice to the Trustee of the occurrence of the Suspension Date. In the absence of such notice, the Trustee shall assume that a Suspension Date has not occurred. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, Rating and as a result of such withdrawal or downgrade, the Securities of such series no longer less than two Rating Agencies have assigned an Investment Grade Ratings from at least two (2) of Rating to the three (3) Rating AgenciesNotes, then with respect to such series IRSA the Issuer and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). Solely for the purpose of determining compliance with Section 1012 during the Suspension Period, it shall be assumed that the provisions of Section 1011 are applicable during such period as if the applicable Covenant Suspension Event had not occurred. On the Reversion Date, all Indebtedness incurred during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been Incurred incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date)1011. To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 1011, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fc) of the second (2nd) paragraph of Section 3.161011. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 1010 will be made as though the covenants described under Section 3.17 1010 had been in effect since the Issue Date and throughout Date, but not during the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.171010. Any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of the second paragraph of Section 1013. Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not the Issuer or a Guarantor to take any action described in clauses (a) through (c) of the first paragraph of Section 1014 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 1014. All Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (5) of the definition of “Permitted Investments.” Notwithstanding anything contained in the definition of “Unrestricted Subsidiary,” during a Suspension Period the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary. Section 1020. [Reserved].

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.163.10, 3.174.7, 3.184.8, 3.194.9, 3.204.10, 3.23 4.11 and 3.24 5.1(a)(2) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its their Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, then the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such Guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have as having been Incurred incurred or issued pursuant to the first (1stSection 4.9(a) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 4.9(a), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is initially classified as permitted under clause (f3) of the second (2nd) paragraph definition of Section 3.16“Permitted Indebtedness”. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.7 will be made as though the covenants described under Section 3.17 4.7 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.7(b), but no Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.174.20.

Suspension of Covenants. (a) During any period of time that following the Distribution Date that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA Parent and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) clause (a)(4) of Section 801; (B) Section 1010; (C) Section 1011; (D) Section 1013; (E) Section 1014; (F) Section 1015; (G) Section 1017; and (H) Section 1019 (collectively, the “Suspended Covenants”). Solely for the purpose of determining the amount of Permitted Liens under Section 1012 during any Suspension Period (as defined below) and without limiting Parent’s or any Restricted Subsidiary’s ability to incur Indebtedness during any Suspension Period, to the extent that calculations in Section 1012 (including the definition of “Permitted Liens”) refer to Section 1011, such calculations shall be made as though Section 1011 remains in effect during the Suspension Period. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds shall be set at zero. In the event that IRSA Parent and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then Parent and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event breach of Default under any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of Parent or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). Parent shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Date or Reversion Date. The Trustee shall have no obligation to monitor or independently determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon request. (b) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will shall be deemed to have been outstanding incurred or issued on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of pursuant to Section 3.161011(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will 1010 shall be made as though the covenants described under Section 3.17 1010 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 1010(a) and the first items specified in Section 1010(a)(C)(i) through (1stC)(iv) paragraph if occurring during the Suspension Period will increase the amount available to be made as Restricted Payments under such section. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant Section 1013(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 3.171014(a) through (c) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 1014(c)(1). (c) The Issuers shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuers shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”"COVENANT SUSPENSION EVENT"), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.3, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of any Subsidiary Guarantors, if any, will also be suspended as of such date (the "SUSPENSION DATE"). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”"REVERSION DATE") one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period"SUSPENSION PERIOD.” " (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 10.1(a) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Dis- qualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Trustee an Officer's Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the Exhibit 4.1 foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA ) the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period, but prior to the repayment, repurchase, retirement or redemption of all of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of this Indenture governing the Notes (collectively, the “Satisfaction of the Notes”), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended: (i) SECTION 4.7; (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; (vi) SECTION 4.15; and (vii) SECTION 5.1(a)(iii). (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date subsequently, (the “Reversion Date”x) either one of the or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades its rating downgrade the ratings assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa “Reinstatement Date”), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Suspension Period or after that time based solely on events that occurred during Event again exists) until the Suspension PeriodSatisfaction of the Notes. (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to SECTION 4.9(a) hereof or, at the first (1st) paragraph Company’s option, one of Section 3.16 the clauses set forth in the definition of Permitted Debt (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of Permitted Debt. On the Reinstatement Date, all Guarantees incurred during a Suspension Period that remain outstanding on the Reinstatement Date will be deemed for the purpose of SECTION 4.15 to have been Incurred on the Reinstatement Date. (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 SECTION 4.7 will be made as though the covenants described under Section 3.17 SECTION 4.7 had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under SECTION 4.7(a) hereof to the first extent provided therein. Exhibit 4.1 (1ste) paragraph Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Section 3.17Default will be deemed to have occurred and payment of the Notes may not be accelerated, as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period). (f) The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date. Exhibit 4.1

Suspension of Covenants. (a) During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will not be subject to the provisions described under Sections 3.163.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17, 3.18, 3.19, 3.20, 3.23 3.18 and 3.24 4.1(a)(2) (collectively, the “Suspended Covenants”). . (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, then the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (c) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.163.9(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 3.11 will be made as though the covenants described under Section 3.17 3.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA ) the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period but prior to the repayment, repurchase, retirement or redemption of all of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of this Indenture (collectively, the “Satisfaction of the Notes”), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended: (i) SECTION 4.7; (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; and (vi) Clause (iii) of the first paragraph of Section 5.1. (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date subsequently, (the “Reversion Date”x) either one of the or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades its rating downgrade the ratings assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa “Reinstatement Date”), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Suspension Period or after that time based solely on events that occurred during Event again exists) until the Suspension PeriodSatisfaction of the Notes. (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9 or, at the Company’s option, one of the clauses set forth in the definition of Permitted Debt (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date)) and subject SECTION 4.9. To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of Permitted Debt. (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 SECTION 4.7 will be made as though the covenants described under Section 3.17 such covenant had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17SECTION 4.7 to the extent provided therein. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period). (f) The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date.

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to then beginning on such seriesdate and continuing until the Reversion Date (as defined below), IRSA the Issuer and its Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”)): (A) clause (a)(4) of Section 8.01; (B) the first paragraph of Section 8.02; (C) Section 10.10; (D) Section 10.11; (E) Section 10.13; (F) Section 10.14; (G) Section 10.15; and (H) Section 10.17. In the event that IRSA the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one the Notes, whether by reason of the Rating Agencies withdraws its withdrawal or downgrade of ratings, do not have an Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to future events. The period of time between (and including) the date of the Covenant Suspension Date Event and the Reversion Date (but excluding the Reversion Date) is referred to in this description as the “Suspension Period.” The Note Guarantees of the Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sale shall be reset at zero. (b) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default with respect to the Suspended Covenants under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made on or after the Reversion Date and the capacity to make Restricted Payments, the amount of Restricted Payments made and the capacity to make Restricted Payments will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(3), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period unless such designation would have complied with Section 10.10 as if such Section 10.10 was in effect for the purposes of designating Unrestricted Subsidiaries from the Issue Date to the date of such designation, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), and (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1). Upon any Reversion Date, the obligation to grant Note Guarantees pursuant to Section 10.15 will be reinstated and such Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of such Section 10.15, such that a Restricted Subsidiary shall have 60 days from such Reversion Date to provide a Note Guarantee that would have been required to have been provided during the Suspension Period had such Section 10.15 not been suspended. During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens permitted under Section 10.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (1) no Default or Default, Event of Default under or breach of any series of Securities will kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation entered into or arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events time, as a result of any action taken or event that occurred during the Suspension Period.), and (2) On the following a Reversion Date, all Indebtedness incurred the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the any Suspension Period and outstanding on to consummate the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant transactions contemplated thereby. (d) The Issuer shall deliver an Officer’s Certificate to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on Trustee notifying the Issue Date, so that it is classified as permitted under clause (f) Trustee of the second (2nd) paragraph commencement of Section 3.16. Calculations made after any Suspension Period or the occurrence of any Reversion Date of promptly after such commencement or occurrence, as the amount available case may be, and the Trustee shall have no obligation to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the monitor or determine whether a Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17or a Reversion Date has occurred or exists.

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date: (i1) the Securities of any series Notes have an Investment Grade Ratings Rating from at least any two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date and continuing until the Reversion Date (as defined below), with respect to such seriesthe Notes, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”): (A) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one any two of the three Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events with respect to the Notes. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes of the Guarantors shall be suspended during the Suspension Period. (b) In the event of any such reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to the Notes and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided that (1) with respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1), (6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (1) no Default or Default, Event of Default under or breach of any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period.), and (2) On the following a Reversion Date, all Indebtedness incurred the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the any Suspension Period and outstanding on to consummate the Reversion Date)transactions contemplated thereby. To The Issuer shall give the extent such Indebtedness would not be so permitted to be Incurred pursuant to Trustee prompt notice (in the first (1st) paragraph form of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fan Officer’s Certificate) of the second (2nd) paragraph beginning and end of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the any Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. (a) During any period of time that that: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture: (A) clause (iv) of Section 801; (B) Section 1009; (C) Section 1010; (D) Section 1012; (E) Section 1013; (F) Section 1014; (G) Section 1015; and (H) Section 1017. (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be re-set at zero. In addition, the Guarantees of the Guarantors shall also be suspended as of such date (the “Suspension Date”). In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, Rating or a Default or Event of Default occurs and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesis continuing, then with respect to such series IRSA the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” ”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will shall be classified to have been Incurred incurred or issued pursuant to the first Sections 1010(a) or 1010(b) (1st) paragraph of Section 3.16 (in each case, to the extent such Indebtedness or Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock would not be so permitted to be Incurred incurred or issued pursuant to the first (1stSection 1010(a) paragraph of Section 3.16 or 1010(b), such Indebtedness will or Disqualified Stock shall be deemed to have been outstanding on the Issue Issuance Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.161010(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will 1009 shall be made as though the covenants described under Section 3.17 1009 had been in effect since the Issue Issuance Date and throughout the Suspension Period, except that no default shall be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under 1009(a). (c) The Company shall give the first Trustee prompt (1stand in any event not later than five Business Days after a Covenant Suspension Event) paragraph written notice of Section 3.17any Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. During any period of time (a) Following the first day (the “Suspension Date”) that (i) the Securities Notes of any a series have an Investment Grade Ratings Rating from at least two (2) both of the three (3) Rating Agencies Agencies, and (ii) no Default or Event of Default has occurred and is continuing (under this Indenture, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA Company and its Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 of this Indenture with respect to such series of Notes: (1) Section 4.05; (2) Section 4.06; (3) Section 4.07; (4) Section 4.08; (5) Section 4.09; (6) Section 4.13; (7) clause (a)(3) and 3.24 (b)(3) of Section 5.01; (collectively, the “Suspended Covenants”). In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to any series of Notes for any period of time as a result of the foregoing, foregoing and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities a series of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, then the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to such series of Notes as it relates to such future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination the result of any compliance by the Suspension Period or after that time based solely on events that occurred Company and its Restricted Subsidiaries thereafter with any obligation incurred during the Suspension Period. During any Suspension Period, the Issuer may not designate any Subsidiary to be an Unrestricted Subsidiary. (b) On the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.07(a) or one of the first (1stclauses set forth in Section 4.07(b) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1stSection 4.07(a) paragraph of Section 3.16 or 4.07(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.07(b)(3)(B). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.05 will be made as though the covenants described under Section 3.17 4.05 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.05(a) and the first (1stitems specified in Section 4.05(a)(C) paragraph will increase the amount available to be made under Section 4.05(a). For purposes of Section 3.17determining compliance with Sections 4.08(a) and 4.08(b), the Net Available Cash from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero after the Reversion Date.

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date: (i1) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to then beginning on such seriesdate and continuing until the Reversion Date (as defined below), IRSA the Issuer and its Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”)): (A) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. In the event that IRSA the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one the Notes, whether by reason of the Rating Agencies withdraws its withdrawal or downgrade of ratings, do not have an Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to future events. The period of time between (and including) the date of the Covenant Suspension Date Event and the Reversion Date (but excluding the Reversion Date) is referred to in this description as the “Suspension Period.” The Note Guarantees of the Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sale shall be reset at zero. (b) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default with respect to the Suspended Covenants under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made on or after the Reversion Date and the capacity to make Restricted Payments, the amount of Restricted Payments made and the capacity to make Restricted Payments will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Acquisition entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(3), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period unless such designation would have complied with Section 10.10 as if such Section 10.10 was in effect for the purposes of designating Unrestricted Subsidiaries from the Issue Date to the date of such designation, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), and (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1). Upon any Reversion Date, the obligation to grant Note Guarantees pursuant to Section 10.15 will be reinstated and such Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of such Section 10.15, such that a Restricted Subsidiary shall have 60 days from such Reversion Date to provide a Note Guarantee that would have been required to have been provided during the Suspension Period had such Section 10.15 not been suspended. During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens permitted under Section 10.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (1) no Default or Default, Event of Default under or breach of any series of Securities will kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation entered into or arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events time, as a result of any action taken or event that occurred during the Suspension Period.), and (2) On the following a Reversion Date, all Indebtedness incurred the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the any Suspension Period and outstanding on to consummate the Reversion Date)transactions contemplated thereby. To the extent such Indebtedness would not be so permitted to be Incurred pursuant The Issuer shall deliver an Officers’ Certificate to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on Trustee notifying the Issue Date, so that it is classified as permitted under clause (f) Trustee of the second (2nd) paragraph commencement of Section 3.16. Calculations made after any Suspension Period or the occurrence of any Reversion Date of promptly after such commencement or occurrence, as the amount available case may be, and the Trustee shall have no obligation to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the monitor or determine whether a Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17or a Reversion Date has occurred or exists.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA ) the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period but prior to the repayment, repurchase, retirement or redemption of all of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of the indenture governing the Notes (collectively, the “Satisfaction of the Notes”), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended: (i) SECTION 4.7; (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; and (vi) Clause (iii) of the first paragraph of Section 5.1. (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date subsequently, (the “Reversion Date”x) either one of the or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades its rating downgrade the ratings assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa “Reinstatement Date”), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Suspension Period or after that time based solely on events that occurred during Event again exists) until the Suspension PeriodSatisfaction of the Notes. (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9 or, at the Company’s option, one of the clauses set forth in the definition of Permitted Debt (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date)) and subject SECTION 4.9. To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of Permitted Debt. (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 SECTION 4.7 will be made as though the covenants described under Section 3.17 such covenant had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17SECTION 4.7 to the extent provided therein. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period). (f) The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the following provisions of this Indenture set forth below had not been suspended: (i) Section 4.7; (ii) Section 4.8; (iii) Section 4.9; (iv) Section 4.10; (v) Section 4.11; and (vi) clause (iii) of Section 5.1. (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date subsequently, (the “Reversion Date”x) either one of the or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades its rating downgrade the ratings assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result Rating (such date of such withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa “Reinstatement Date”), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Suspension Period or after that time based solely on events that occurred during the Suspension PeriodEvent again exists). (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph of Section 3.16 4.9 or, at the Company’s option, one of the clauses set forth in the definition of Permitted Debt (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date)) and subject Section 4.9. To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of Permitted Debt. (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 4.7 will be made as though the covenants described under Section 3.17 such covenant had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.174.7 to the extent provided therein. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period). (f) The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. During (a) If on any period of time that date following the Issue Date (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its Restricted Subsidiaries will (and in the case of Section 5.01(a)(iv), Holdings) shall not be subject to the provisions described under Sections 3.16Section 4.03, 3.17Section 4.04, 3.18Section 4.05, 3.19Section 4.06, 3.20Section 4.07, 3.23 Section 4.10, Section 5.01(a)(iv) and 3.24 Section 5.01(b)(iv) and Section 5.01(c)(iii) (collectively, the “Suspended Covenants”). . (b) In the event that IRSA Holdings and the Issuer and its Restricted Subsidiaries Subsidiaries, as applicable, are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then Holdings and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Issuer and its Restricted Subsidiaries will Subsidiaries, as applicable, shall thereafter again be subject to the Suspended Covenants. Covenants under this Indenture with respect to future events. (c) The period of time between the occurrence of a Covenant Suspension Date Event and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that Additionally, upon the Suspended Covenants may occurrence of a Covenant Suspension Event, the amount of Excess Proceeds and Collateral Excess Proceeds from Net Cash Proceeds shall be reinstatedreset at zero. (d) In the event of any such reinstatement on a Reversion Date, no action taken or omitted to be taken by Holdings, the Issuer or any of its Restricted Subsidiaries, as applicable, prior to such Reversion Date (and no action taken or omitted to be taken following a Reversion Date in connection with honoring, complying with or otherwise performing or consummating any contractual commitments or obligations entered into during a Suspension Period) shall give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after any series such reinstatement, the amount of Securities will Restricted Payments made shall be deemed to have occurred calculated as a result of a failure to comply with though Section 4.04 had been in effect prior to, but not during, the Suspended Covenants Suspension Period; provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period unless such designation would have complied with Section 4.04 as if Section 4.04 would have been in effect during such period and (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.2) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will shall be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph Section 4.03(b)(iii). In addition, for purposes of Section 3.16 (to 4.07, all agreements and arrangements entered into by the extent such Indebtedness would be permitted to be incurred thereunder as Issuer and any Restricted Subsidiary with an Affiliate of the Reversion Date and after giving effect to Indebtedness incurred prior to Issuer during the Suspension Period and outstanding on the prior to such Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will Date shall be deemed to have been outstanding entered into on or prior to the Issue Date, and for purposes of Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such Section 4.05 shall be deemed to have been existing on the Issue Date. (e) The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, so that it is classified as permitted under clause (fii) make any determination regarding the impact of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made actions taken during the Suspension Period will reduce on Holdings’ and the amount available Issuer’s and its Restricted Subsidiaries’, as applicable, future compliance with their covenants or (iii) notify the Holders of any Covenant Suspension Event or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to be made as Restricted Payments under the first (1st) paragraph of Section 3.17any Holder upon request.

Suspension of Covenants. (a) During any period of time (a "Suspension Period") that (i) the ratings assigned to the Securities by at least two of any series have the three Rating Agencies are Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (under this Indenture, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA Company and its Restricted Subsidiaries will not be subject to Sections 1008 (except to the provisions described extent applicable under Sections 3.16Section 1015), 3.171009, 3.181010, 3.191011 (except to the extent applicable under Section 1015), 3.201013, 3.23 1014, 1016 and 3.24 801(c) (collectively, the “"Suspended Covenants”"). . (b) In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Securities, for any period of time as a result of the foregoingparagraph (a) of this Section and subsequently, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating AgenciesRatings Agencies withdraw their ratings on the Securities or assign the Securities a rating below the required Investment Grade Ratings, then with respect to such series IRSA the Suspension Period shall immediately terminate and its the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants for the benefit of the Securities and the Company shall notify the Trustee in writing thereof. The Compliance with the Suspended Covenants following their reinstatement with respect to Restricted Payments made after the time of such withdrawal or assignment will be calculated in accordance with the terms of Section 1010 as if such Section had been in effect during the entire period of time between from the date of this Indenture. (c) Notwithstanding the foregoing, neither (i) the continued existence following the termination of the Suspension Date Period of facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (ii) the Reversion Date is referred performance of any such obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual agreement in existence prior to as the “termination of the Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default under any series of Securities will be deemed thereunder; provided that (1) the Company and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to have occurred as a result exist in anticipation of a failure withdrawal or downgrade below an Investment Grade Rating and (2) the Company did not reasonably believe that such incurrence or actions would result in such withdrawal or downgrade. For purposes of clause (ii) above, any increase in the consideration to comply with be paid by the Suspended Covenants during Company or any Restricted Subsidiary pursuant to an amendment or modification to the Suspension Period (or upon terms of an existing obligation following the termination of the Suspension Period or after that time based solely on events does not exceed 10% of the consideration that occurred during the Suspension Period.) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted was to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred paid prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would amendment or modification shall not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on be a "material" amendment or modification. For purposes of clauses (1) and (2) above, anticipation and reasonable belief may be determined by the Issue DateCompany and shall be conclusively evidenced by a Board Resolution to such effect adopted by the Board of Directors. The Board of Directors in making its determination may, so that it is classified as permitted under clause (f) of but need not, consult with the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17Rating Agencies.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.2, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 10.5, 10.7 and 3.24 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 10.1(a) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Administrative Agent an Officer’s Certificate notifying the Administrative Agent of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.2, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first Section 10.1 (1sta) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.though

Suspension of Covenants. During any the period of time that in which: (i1) the Securities of any a series have an Investment Grade Ratings Rating from at least two Rating Agencies or the equivalent thereof under any new ratings system if the ratings system of any such agency shall be modified after the date hereof and (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Securities of such series (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA and its Restricted Subsidiaries the following provisions of this Indenture will not be subject applicable to the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 Securities of such series: (A) Section 6.09; (B) Section 6.10; (C) Section 6.12; (D) Section 6.13; (E) Section 6.15; and (F) clause (iii) of Section 5.01(A); (collectively, the “Suspended Covenants” and, the date of such suspension, the “Suspension Date”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be set at zero. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraws its that had assigned an Investment Grade Rating withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected a series below an Investment Grade Rating, Rating and as a result of such withdrawal or downgrade, the Securities of such series no longer less than two Rating Agencies have assigned an Investment Grade Ratings from at least two (2) of the three (3) Rating AgenciesRating, then with respect to such series IRSA the Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ). For purposes of determining compliance with Section 6.11 during the Suspension Period, it shall be assumed that the provisions of Section 6.10 are applicable during such period as if the applicable Covenant Suspension Event had not occurred. On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date6.10(A). To the extent such Indebtedness would not be so permitted to be Incurred incurred or issued pursuant to the first (1st) paragraph of Section 3.16 6.10(A), such Indebtedness will be deemed to have been outstanding on the Issue Escrow Release Date, so that it is classified as permitted under clause (fc) of the second (2nd) paragraph definition of Section 3.16. “Permitted Debt.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 6.09 will be made as though the covenants described under Section 3.17 6.09 had been in effect since the Issue Escrow Release Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 6.09(A). Notwithstanding anything to the first (1st) paragraph contrary, during a Suspension Period the Company may not designate any Subsidiary as an Unrestricted Subsidiary. The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 3.176.16 and, upon written request by the Company and at its expense, the Trustee shall deliver a notice of such occurence to the Holders of Securities at their addresses as the same shall then appear in the Register. Any failure of the Company to deliver such Officer’s Certificate or the Trustee to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any events described under this Section 6.16. The Trustee shall have no duty to monitor any of the events described under this Section 6.16. For the avoidance of doubt, the provisions of this Section 6.16 shall only be applicable to the Securities of a series in respect of which a Covenant Suspension Event has occurred.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date (with amounts calculated from the respective dates specified in that covenant and the related definitions) and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Loans have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Borrower and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.169.2, 3.1710.1, 3.1810.2, 3.1910.3, 3.2010.4, 3.23 and 3.24 10.5, 10.7, 10.10(a)(iv) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). (c) In the event that IRSA the Borrower and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Loans below an Investment Grade Rating, then the Borrower and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Agreement. The period of time between the Suspension Date and the Reversion Date is referred to in this Agreement as the “Suspension Period.” ” (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first Section 10.1 (1sta) paragraph of or Section 3.16 10.1(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 10.1(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.1610.1(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 10.2 will be made as though the covenants described under Section 3.17 10.2 had been in effect since the Issue Closing Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 10.2(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Borrower shall deliver promptly to the Administrative Agent an Officer’s Certificate notifying the Administrative Agent of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 3.1710.9.

Suspension of Covenants. (a) During any period of time that that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”"COVENANT SUSPENSION EVENT"), with respect to such series, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the provisions described under of Sections 3.164.03, 3.174.04, 3.184.05, 3.194.06, 3.204.07, 3.23 5.01(a)(iv), 4.11, and 3.24 4.14 (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"). . (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the "SUSPENSION DATE"). (c) In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”"REVERSION DATE") one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades its the rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period"SUSPENSION PERIOD.” " (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (e) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1stSection 4.03(a) paragraph of or Section 3.16 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first Sections 4.03(a) or (1st) paragraph of Section 3.16 b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.164.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 4.04 will be made as though the covenants described under Section 3.17 4.04 had been in effect since the Issue Date and throughout the Suspension Period. AccordinglyFor the avoidance of doubt, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall be deemed to have occurred on the first Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. (1stf) paragraph The Issuer shall deliver promptly to the Trustee an Officer's Certificate notifying the Trustee of Section 3.17any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section.

Suspension of Covenants. (a) During any period of time that (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA the Company and its Restricted Subsidiaries will not be subject to the provisions described under Sections 3.163.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17, 3.18, 3.19, 3.20, 3.23 3.19(b) and 3.24 4.1(a)(2) (collectively, the “Suspended Covenants”). . (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, then the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (c) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been Incurred incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred incurred pursuant to the first (1stSection 3.9(a) paragraph of or Section 3.16 3.9(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.163.9(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 3.11 will be made as though the covenants described under Section 3.17 3.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. During If on any period of time that date following the Issue Date, (i) the Securities of any a series have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such seriesthe covenants in Sections 4.3, IRSA 4.4, 4.12, 4.13, 4.18, 4.19 and its Restricted Subsidiaries will not be subject to the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”)) will not be applicable to such series of the Securities. In the event that IRSA the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants with respect to Securities of a series for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities of the affected such series below an Investment Grade Rating, then the Company and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to such series of Securities with respect to future events. The period of time between the Covenant Suspension Date Event and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period.) ”. On the each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified classified, with respect to have the applicable series of Securities, as having been Incurred incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f3) of the second (2nd) paragraph definition of Section 3.16Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made made, with respect to the applicable series of Securities, as Restricted Payments under Section 3.17 4.3 will be made as though the covenants covenant described under Section 3.17 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period Period, with respect to the applicable series of Securities, will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.174.3. As described above, however, no Default or Event of Default, with respect to the applicable series of Securities, will be deemed to have occurred on the Reversion Date as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger, with respect to the applicable series of Securities, will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not, with respect to the applicable series of Securities, designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. During (a) If on any period date following the Completion Date, with respect to a series of time that Notes: (i1) the Securities Notes of any such series have an Investment Grade Ratings Rating from at least any two (2) of the three (3) Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture with respect to such series of Notes (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date and continuing until the Reversion Date (as defined below), with respect to such seriesseries of Notes, IRSA the Issuer and its the Restricted Subsidiaries will shall not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”): (A) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the event that IRSA the Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingforegoing with respect to a series of Notes, and on any subsequent date (the “Reversion Date”) one any two of the three Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades its downgrade the rating assigned to the Securities Notes of the affected such series below an Investment Grade Rating, then the Issuer and as a result of such withdrawal or downgrade, the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants with respect to future events with respect to such series of Notes. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes of such series of the Guarantors shall be suspended during the Suspension Period. (b) In the event of any such reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to such series of Notes; provided that (1) with respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Acquisition entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1), (6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Completion Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (1) no Default or Default, Event of Default under or breach of any series of Securities will kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period.), and (2) On the following a Reversion Date, all Indebtedness incurred the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period will be classified to have been Incurred pursuant to the first (1st) paragraph of Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the any Suspension Period and outstanding on to consummate the Reversion Date)transactions contemplated thereby. To The Issuer shall give the extent such Indebtedness would not be so permitted to be Incurred pursuant to Trustee prompt notice (in the first (1st) paragraph form of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fan Officer’s Certificate) of the second (2nd) paragraph beginning and end of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and throughout the any Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. (a) During any period of time that (a “Suspension Period”) that: (i) the Securities of any series Notes have Investment Grade Ratings from at least two (2) of the three (3) both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to such series, IRSA ) the Company and its Restricted Subsidiaries will not be subject to the following provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 of this Indenture (collectively, the “Suspended Covenants”). , and during a Suspension Period but prior to the repayment, repurchase, retirement or redemption of all of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of this Indenture (collectively, the “Satisfaction of the Notes”), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended: (i) SECTION 4.7; (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; (vi) Clause (iii) of the first paragraph of SECTION 5.1; and (vii) SECTION 4.13. (b) In the event that IRSA the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoingSuspension Period and, and on any subsequent date subsequently, (the “Reversion Date”x) either one of the or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades its rating downgrade the ratings assigned to the Securities of the affected series Notes below an Investment Grade Rating, and as a result such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgradedowngrade in clause (x) or (y), the Securities of such series no longer have Investment Grade Ratings from at least two (2) of the three (3) Rating Agenciesa “Reinstatement Date”), then with respect to such series IRSA the Company and its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants. The period of time between Covenants with respect to future events for the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under any series of Securities will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination benefit of the Notes (unless and until a Covenant Suspension Period or after that time based solely on events that occurred during Event again exists) until the Suspension PeriodSatisfaction of the Notes. (c) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been Incurred or issued pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9 or, at the Company’s option, one of the clauses set forth in the definition of “Permitted Debt” (to the extent such Indebtedness Debt would be permitted to be incurred Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date)) and subject SECTION 4.9. To the extent such Indebtedness Debt would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (fiv) of the second definition of “Permitted Debt”. (2ndd) paragraph of Section 3.16. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.17 SECTION 4.7 will be made as though the covenants described under Section 3.17 such covenant had been in effect since from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first (1st) paragraph of Section 3.17SECTION 4.7 to the extent provided therein. Additionally, upon the occurrence of a Reinstatement Date, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period). (f) The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date.