Alto Palermo S.A. (APSA)

compensation of a trustee of an express trust) and (b) reimbursement of its reasonable,
documented and invoiced out-of-pocket expenses, disbursements and advances (including the
reasonable fees and expenses, disbursements and advances of its agents and counsel) incurred by
it in connection with the services rendered by it hereunder.
APSA also covenants to indemnify and defend the Trustee for, and to hold it
harmless against, any loss, liability or expense (including the reasonable compensation and the
expenses and disbursements of its counsel) arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the performance of its duties and the
exercise of its rights hereunder, including the reasonable costs and expenses of defending itself
against or investigating any claim of liability in the premises, except to the extent such loss,
liability or expense is due to its own negligence or willful misconduct. The obligations of APSA
under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to
pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive payment of the
Securities, the resignation or removal of such Trustee and/or the satisfaction and discharge of
this Indenture. As security for the performance of APSA’s obligations under this Section, the
Trustee shall have a lien prior to the Securities on all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Securities.
Section 5.7. Preferential Collection of Claims Against APSA. If and when the
Trustee shall be or become a creditor of APSA (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against APSA (or any such other obligor).
Section 5.8. Right of Trustee to Rely on Officers’ Certificate, etc. Whenever in
the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof shall be herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or willful misconduct on the part of
the Trustee, shall be full warranty to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.
Section 5.9. Persons Eligible for Appointment as Trustee. The Trustee for the
Securities hereunder shall at all times be a Person that is eligible pursuant to the Trust Indenture
Act to act as such, having a combined capital and surplus of at least US$50,000,000, authorized
under the laws of the jurisdiction in which it is doing business to exercise corporate trust powers,
and subject to supervision or examination by federal, state, territorial or other governmental
authority. If such Person publishes reports of condition at least annually, pursuant to the law or
to the requirements of such federal, state, territorial or other governmental authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.
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