Alto Palermo S.A. (APSA)

“Standard Securitization Undertakings ” means representations, warranties,
covenants and indemnities entered into by APSA or any Subsidiary which are reasonably
customary in securitization of receivables transactions.
“Stated Maturity” means the date, shown on the face of a Security, on which the
principal of such Security and the other Securities of the same Series is payable or, if the
principal of such Security is payable in installments, on which the last installment of principal of
such Security and the other Securities of the same Series is payable, falling no less than thirty
(30) days from the Original Issue Date of such Security, as specified in the resolutions of the
Board of Directors or indenture supplemental hereto related to the Series of such Securities.
“Subordinated Indebtedness” means, with respect to APSA, any Indebtedness of
APSA which is expressly subordinated in right of payment to the Securities, as the case may be.
“Subsidiary” means, with respect to any Person, any other Person of which such
Person owns, directly or indirectly, more than 50% of the voting power of the other Person’s
outstanding Voting Stock.
“Supervisory Committee” means the Comisión Fiscalizadora of APSA.
“Surviving Entity” has the meaning set forth under Section 8.1.
“Transfer Agents” has the meaning set forth in the preamble to this Indenture and
any successors and assigns thereto.
“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 (including
any successor act thereto), as it may be amended from time to time, and (unless the context
otherwise requires) includes the rules and regulations of the SEC thereunder.
“Trustee” means the Person identified as the “Trustee” in the preamble to this
Indenture and, subject to the provisions of Article V, shall also include any successor trustee.
“Unrestricted Global Security” means a Global Security representing Securities
that do not bear the Restrictive Legend.
“U.S. GAAP ” means generally accepted accounting principles in the United
States of America as in effect from time to time.
“US$” and “U.S. dollars” means the currency of the United States of America
which at the relevant time is legal tender for the payment of public or private debts.
“Voting Stock” with respect to any Person, means securities of any class of
Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as
no senior class of stock has voting power by reason of any contingency) to vote in the election of
members of the Board of Directors (or equivalent governing body) of such Person.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness at
any date, the number of years (calculated to the nearest one-twelfth) obtained by dividing:
NEWYORK 6033603 v8 (2K)
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