Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. (a) The Issuer shall, in each case in accordance with the provisions of this Agreement and the other Notes Documents: (i) on the Initial Notes Tranche Closing Date, issue the Notes pertaining to the Initial Notes Tranche; (ii) on the Second Notes Tranche Closing Date, issue the Notes pertaining to the Second Notes Tranche; (iii) on the Third Notes Tranche Closing Date, issue the Notes pertaining to the Third Notes Tranche; (iv) on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche; (v) on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes Tranche; (vi) on any applicable Additional Notes Tranche Closing Date, issue the Notes pertaining to the applicable Additional Notes Tranche, with each Note having a denomination of US$ 100,000. (b) No later than one Business Day prior to, but with effect as of the relevant Closing Date, the Notes pertaining to the relevant Tranche and all rights in connection therewith shall be issued in uncertificated form in accordance with article 973c of the CO as uncertificated securities (Wertrechte) and the issuance shall be evidenced by delivery to the Investor (or to its order) on the relevant Closing Date of a copy, certified by a duly authorised signatory of the Issuer, of the Issuer's register of uncertificated securities (Wertrechtebuch) (the "Register of Uncertificated Securities") with the entry of the Investor's name thereon as the first holder of all the Notes pertaining to the relevant Tranche and a specification of the Relevant Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche, such Register of Uncertificated Securities to be in a form and substance satisfactory to the Investor.

Issuance of Notes. (a1) The Issuer shall, not later than 2:00 p.m. (New York time) on the second New York Business Day prior to the Closing Date: (a) confirm to the Registrar by facsimile or any electronic information system agreed between the Registrar and the Issuer all such information as the Registrar may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Certificate; and (b) designate by facsimile the account of the Issuer to which payment of the proceeds of the issuance of the Notes should be made. (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) On or before 10:00 a.m. (New York time) on the New York Business Day prior to the Closing Date (or any other time agreed between the Registrar and the Issuer having regard to the rules of DTC), the Registrar shall authenticate and deliver the Global Certificate to Deutsche Bank Trust Company Americas, in each case its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the provisions normal operating procedures of this Agreement and DTC. (4) Where the other Notes DocumentsRegistrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (ia) on the Initial Notes Tranche Closing Date, issue the Notes pertaining continue to hold such Note to the Initial Notes Trancheorder of the Issuer; (ii) on the Second Notes Tranche Closing Date, issue the Notes pertaining to the Second Notes Tranche; (iii) on the Third Notes Tranche Closing Date, issue the Notes pertaining to the Third Notes Tranche; (iv) on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche; (v) on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes Tranche; (vi) on any applicable Additional Notes Tranche Closing Date, issue the Notes pertaining to the applicable Additional Notes Tranche, with each Note having a denomination of US$ 100,000. (b) No later than one Business Day prior to, but with effect as notify the Issuer forthwith of the relevant Closing Datenon-receipt of the proceeds of issue in respect of such Note; and, subsequently, (c) notify the Notes pertaining Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar shall pay to the relevant Tranche and Issuer the amount received by the Registrar from the Manager in respect of such Note on the same day (or, if not possible, as soon as practicable thereafter) as the funds are credited to the account designated by the Registrar. (5) The Registrar shall hold in safe custody all rights in connection therewith shall be issued in uncertificated form unauthenticated Global Certificates delivered to it in accordance with article 973c this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is authorized by the Issuer to authenticate the Global Certificate as may be required to be authenticated hereunder by the signature of any person duly authorized for the purpose by the Registrar. (7) For the purposes of this Clause 4 the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Registrar believes in good faith to be) the authorized representative of the CO Issuer named in the list referred to in, or notified pursuant to, Clause 9(7) as uncertificated securities (Wertrechte) sufficient instructions and authority of the issuance Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be evidenced by delivery to the Investor (or to its order) on the relevant Closing Date of a copy, certified followed as soon as practicable by a duly authorised signatory facsimile confirmation of the Issuer, of the Issuer's register of uncertificated securities (Wertrechtebuch) (the "Register of Uncertificated Securities") with the entry of the Investor's name thereon as the first holder of all the Notes pertaining to the relevant Tranche and a specification of the Relevant Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche, such Register of Uncertificated Securities to be in a form and substance satisfactory to the Investorcommunication.

Issuance of Notes. (a) The Issuer shall, in each case in accordance with the provisions of this Agreement and the other Notes Documents: (i) The sale and purchase of the Notes shall occur on March 14, 2023 (the Initial Notes Tranche “Closing Date”). On the Closing Date, issue the Notes pertaining Issuer will deliver to the Initial Notes Tranche;Note Agent an Issuer Order, and the Note Agent will deliver a Confirmation of Registration to each Holder, against delivery by such Holder to the Issuer of a payment letter with respect to such Xxxxxx’s Existing Loan in the form and substance reasonably agreed by the Issuer and the Required Holders. (ii) The form of the Confirmation of Registration shall be as set forth in Annex A hereto. Each Confirmation of Registration executed and delivered by the Note Agent upon Issuer Order on the Second Notes Tranche Closing Date shall be dated as of the Closing Date, issue . All other Notes that are issued after the Closing Date for any other purpose under this Note Purchase Agreement shall be dated the date of their issuance. The Notes pertaining shall be denominated in Dollars but without any minimum denomination requirement. Transfers and assignments of Notes shall be made in accordance with this Section 3 and shall be subject to the Second Notes Tranche;receipt by the Collateral Agent and the Note Agent of such documents as each shall reasonably require; provided that nothing in this sentence shall imply or impose a duty on the part of the Collateral Agent or the Note Agent to require any such documents. (iii) One Responsible Officer of the Issuer shall sign each Issuer Order substantially in the form of Annex B by manual or .pdf signature. If the Responsible Officer whose signature is on an Issuer Order no longer holds that office at the Third Notes Tranche Closing Datetime the Note Agent delivers a Confirmation of Registration, issue the Notes pertaining to the Third Notes Tranche;Note shall be valid nevertheless. (iv) The signature of the Note Agent on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche;a Confirmation of Registration shall be conclusive evidence that such Note has been duly and validly issued under this Agreement. (v) on The Note Agent will, upon receipt of an Issuer Order, issue a Confirmation of Registration of Notes for original issue that may be validly issued under this Agreement. On the Fifth Notes Tranche Closing Date, issue the Note Agent shall, upon receipt of an Issuer Order, deliver a Confirmation of Registration for Notes in an aggregate principal amount of $16,307,175.50. The aggregate principal amount of the Notes pertaining may from time to time be increased or decreased by adjustments made on the Fifth Notes Tranche;records of the Note Agent as provided herein. (vi) on All Notes issued upon any applicable Additional registration of transfer, assignment or exchange of Notes Tranche Closing Date, issue the Notes pertaining to the applicable Additional Notes Tranche, with each Note having a denomination of US$ 100,000. (b) No later than one Business Day prior to, but with effect as of the relevant Closing Date, the Notes pertaining to the relevant Tranche and all rights in connection therewith shall be issued in uncertificated form in accordance with article 973c of the CO as uncertificated securities (Wertrechte) and the issuance shall be evidenced by delivery to the Investor (or to its order) on the relevant Closing Date of a copy, certified by a duly authorised signatory valid obligations of the Issuer, of evidencing the Issuer's register of uncertificated securities same debt (Wertrechtebuch) (to the "Register of Uncertificated Securities") with extent they evidence debt), and entitled to the entry of the Investor's name thereon same benefits under this Note Purchase Agreement as the first holder Notes deregistered upon such registration of all the Notes pertaining transfer, assignment or exchange. (vii) The Issuer agrees to pay to the relevant Tranche Note Agent for its own account the fees payable in the amounts and a specification of at the Relevant Issue Date times agreed in writing between the Issuer and the applicable Maturity Date Note Agent. (viii) Each Person who becomes a beneficial owner of the relevant Notes pertaining will be deemed to the relevant Tranchehave represented, such Register of Uncertificated Securities to be in a form acknowledged and substance satisfactory to the Investoragreed as follows: “THE NOTES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

Issuance of Notes. (a) Not later than the time specified in the Procedures Memorandum, the Issuer shall in respect of each Tranche of each Series of Notes to be issued under this Agreement notify the Fiscal Agent and the Co-Registrar by telecopy as to all such information as the Fiscal Agent and Co-Registrar may require for it to carry out its functions as contemplated by this Section and the Procedures Memorandum, and in particular the details required for it to complete the relevant Regulation S Global Note and/or Restricted Global Note and the settlement details as required by the Procedures Memorandum. The Issuer shall, in each case in accordance with the provisions of this Agreement and the other Notes Documents: (i) on the Initial Notes Tranche Closing Date, issue the Notes pertaining to the Initial Notes Tranche; (ii) on the Second Notes Tranche Closing Date, issue the Notes pertaining to the Second Notes Tranche; (iii) on the Third Notes Tranche Closing Date, issue the Notes pertaining to the Third Notes Tranche; (iv) on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche; (v) on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes Tranche; (vi) shall not agree on any applicable Additional Notes Tranche Closing Date, issue the Notes pertaining to the applicable Additional Notes Tranche, with each Note having Date unless it is a denomination of US$ 100,000Business Day on which DTC is operating. (b) No later than one Business Day prior toEach Tranche will have issued in respect of it (i) in the case of Notes sold in an “offshore transaction” within the meaning of Regulation S, but with effect as a Regulation S Global Note (which may, upon termination of the relevant Closing DateRestricted Period, be referred to herein as an “Unrestricted Global Note”), and/or (ii) in the case of Notes pertaining resold to “qualified institutional buyers” within the meaning of Rule 144A, a Restricted Global Note. Each Regulation S Global Note, Unrestricted Global Note and Restricted Global Note shall be in substantially the form (duly completed) set out in Exhibit A to this Fiscal Agency Agreement. (c) The Fiscal Agent shall on behalf of the Issuer, in respect of each Tranche of each series of Notes to be listed on the Luxembourg Stock Exchange and/or any other Stock Exchange notified to the Fiscal Agent in writing by the Issuer, deliver a copy of the Pricing Supplement in relation to the relevant Tranche and all rights to the Luxembourg Stock Exchange and/or any such other Stock Exchange where the relevant Notes are admitted to listing as soon as practicable but in connection therewith shall be issued any event not later than the time specified in uncertificated form in accordance with article 973c the Procedures Memorandum. (d) Upon receipt by the Co-Registrar of the CO information from the Issuer referred to in Section 3(a) enabling it to do so, and of the confirmation from the relevant Dealer(s), the Co-Registrar (or its agent on its behalf) shall complete a Regulation S Global Note representing Notes sold in an “offshore transaction” within the meaning of Regulation S and/or a Restricted Global Note representing Notes resold pursuant to, and in reliance on, Rule 144A, which, in each case, shall bear the appropriate Legend (required by Section 6(f)), together in aggregate principal amount equal to the aggregate principal amount of the applicable Tranche. The Co-Registrar (or its agent on its behalf) shall, after checking that the Regulation S Global Note or the Restricted Global Note, as uncertificated securities (Wertrechteapplicable, correctly reflects the relevant details contained in the Register, authenticate such Note(s) and deliver such Note(s) to or to the issuance shall be evidenced by order of the Issuer for delivery to a custodian for DTC. In addition, the Investor Co-Registrar shall comply with all provisions of the Procedures Memorandum. (or to its ordere) If, on the relevant Closing Date settlement date of a copynon-syndicated issue, certified by the purchaser of a duly authorised signatory Note does not pay the subscription price due from it in respect of the Issuer, of the Issuer's register of uncertificated securities (Wertrechtebuch) such Note (the "“Defaulted Note”), then the Fiscal Agent shall notify the Co-Registrar and the custodian and such Defaulted Note shall not be entered in the Register of Uncertificated Securities") with the entry of the Investor's name thereon as the first holder of all the Notes pertaining and shall not be credited to the relevant Tranche and a specification of the Relevant Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche, such Register of Uncertificated Securities to be in a form and substance satisfactory to the Investorpurchaser’s participation account with DTC.

Issuance of Notes. (a) The Issuer shall, in each case in accordance with shall issue the provisions of this Agreement Initial Term Notes and the other initial Variable Funding Notes Documentson the Closing Date, so long as the following conditions precedent are satisfied: (i) on the Initial Notes Tranche Closing Date, issue the Notes pertaining Issuer delivers to the Indenture Trustee an Issuer Certificate to the effect that: (A) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (B) the form and terms of the Initial Term Notes Trancheand the initial Variable Funding Notes have been established in conformity with the provisions of this Indenture; and (C) such other matters as the Indenture Trustee may reasonably request; (ii) on the Second Notes Tranche Closing Date, issue the Notes pertaining Issuer delivers to the Second Indenture Trustee an Issuer Certificate certifying that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes Tranchehave been complied with, the Issuer has the power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Indenture Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, subject to the terms of this Indenture; (iii) on or prior to the Third Notes Tranche Closing Date, issue the Issuer will have delivered to the Indenture Trustee and the Noteholders an opinion regarding tax matters reasonably acceptable to the Majority Holders, which addresses items including (i) the debt for tax status of the Notes pertaining to and (ii) that the Third Notes Tranche;Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation; and (iv) on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche; (v) on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes Tranche; (vi) on any applicable Additional Notes Tranche Closing Date, issue the Notes pertaining to the applicable Additional Notes Tranche, with each Note having a denomination of US$ 100,000conditions specified herein are satisfied. (b) No later than one Business Day prior to, but With respect to the issuance of each Quarterly Term Note in connection with effect as of the relevant Closing a Conversion Date, as contemplated in Section 4.12, or any I/O Term Note and Fixed Rate Term Note on a Note Exchange Date, as contemplated in Section 4.13, the Notes pertaining Issuer and the EAST\146409251.8147895167.4 Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder nor will the Issuer be subject to the relevant Tranche and all rights conditions set forth above in Section 4.10(a)(i)-(iv). (c) With respect to the issuance of each Quarterly Term Note in connection therewith shall be issued with a Conversion Date, as contemplated in uncertificated form in accordance with article 973c of Section 4.12, the CO as uncertificated securities (Wertrechte) and the issuance shall be evidenced by delivery to the Investor (or to its order) on the relevant Closing Date of a copy, certified by a duly authorised signatory of the Issuer, of the Issuer's register of uncertificated securities (Wertrechtebuch) (the "Register of Uncertificated Securities") with the entry of the Investor's name thereon as the first holder Outstanding Principal Amount of all Notes Outstanding (after giving effect to such issuance) shall not exceed the Notes pertaining to the relevant Tranche and a specification of the Relevant Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche, such Register of Uncertificated Securities to be in a form and substance satisfactory to the InvestorMaximum Principal Amount.

Issuance of Notes. (a) Not later than the time specified in the Procedures Memorandum, if applicable, the Issuer shall in respect of each Tranche of each Series of Notes to be issued under this Indenture notify the Trustee by telefax as to all such information as the Trustee may require for it to carry out its functions as contemplated by this Section and the Procedures Memorandum, and in particular the details required for it to complete the relevant Temporary Global Note and/or Permanent Global Note or, as the case may be, Regulation S Global Note and/or Restricted Global Note or SEC Registered Global Note and the settlement details as required by the Procedures Memorandum or in the relevant Pricing Supplement. The Issuer shall, in each case in accordance with the provisions of this Agreement and the other Notes Documents: (i) on the Initial Notes Tranche Closing Date, issue the Notes pertaining to the Initial Notes Tranche; (ii) on the Second Notes Tranche Closing Date, issue the Notes pertaining to the Second Notes Tranche; (iii) on the Third Notes Tranche Closing Date, issue the Notes pertaining to the Third Notes Tranche; (iv) on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche; (v) on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes Tranche; (vi) shall not agree on any applicable Additional Notes Tranche Closing DateIssue Date unless it is a Business Day on which, issue the Notes pertaining to the applicable Additional Notes TrancheEuroclear, with each Note having a denomination of US$ 100,000Cedel and/or DTC, as applicable, are operating. (b) No later Each Tranche of a Bearer Series will initially be represented by a Temporary Global Note substantially in the form of Exhibit B to this Indenture (duly completed), exchangeable in whole or in part for interests in a Permanent Global Note substantially in the form set out in Exhibit C to this Indenture (duly completed). Notwithstanding the foregoing, Bearer Notes with a maturity of not more than 365 days may initially be represented by one Business Day prior toor more Permanent Global Notes. (c) Each Tranche of a Registered Series will have issued in respect of it (i) in the case of Notes sold in an "offshore transaction" within the meaning of Regulation S under the Securities Act, but with effect as a Regulation S Global Note (which shall, upon termination of the Restricted Period, be referred to herein as an "Unrestricted Global Note"), (ii) in the case of Notes resold to "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), a Restricted Global Note, and/or (iii) in the case of Notes registered under the Securities Act, a SEC Global Registered Note. Each Regulation S Global Note, Unrestricted Global Note, Restricted Global Note and SEC Registered Global Note shall be in substantially the form (duly completed) set out in Exhibit D to this Indenture. (d) In respect of a Tranche of a Bearer Series, upon receipt by the Trustee of the information from the Issuer referred to in Section 4(a) enabling it to do so, and of the confirmation from the relevant Closing DateDealer(s), the Notes pertaining Trustee shall (i) complete (A) a Temporary Global Note in an aggregate principal amount equal to the aggregate principal amount of the relevant Tranche and (B) a related Permanent Global Note, (ii) authenticate each such Note by manual signature (or arrange for each such Note to be authenticated on its behalf by manual signature), and (iii) cause each such Note to be delivered to the Common Depositary not later than the time specified in the Procedures Memorandum, if applicable. In addition, the Trustee shall comply with all rights in connection therewith shall be issued in uncertificated form in accordance with article 973c applicable provisions of the CO as uncertificated securities Procedures Memorandum, if applicable. In respect of a Tranche of a Registered Series, upon receipt by the Trustee of the information from the Issuer referred to in Section 4(a) enabling it to do so, and of the confirmation from the relevant Dealer(s), the Trustee (Wertrechteor its agent on its behalf) shall complete a Regulation S Global Note representing Notes sold in an "offshore transaction" within the meaning of Regulation S under the Securities Act, and/or a Restricted Global Note representing Notes resold pursuant to, and in reliance on, Rule 144A under the issuance Securities Act, which, in each case, shall be evidenced bear the appropriate Legend (required by delivery Section 7(g)), and/or a SEC Registered Global Note representing Notes registered under the Securities Act, together in aggregate principal amount equal to the Investor aggregate principal amount of the applicable Tranche. The Trustee (or its agent on its behalf) shall, after checking that the Regulation S Global Note, the Restricted Global Note and/or the SEC Registered Global Note, as applicable, correctly reflects the relevant details contained in the Register, authenticate it or them and deliver it or them to its orderthe Trustee as custodian for DTC. In addition, the Trustee shall comply with all provisions of the Procedures Memorandum, if applicable. (e) If, on the relevant Closing Date settlement date of a copynon-syndicated issue, certified by the relevant purchaser of a duly authorised signatory Bearer Note does not pay the subscription price due from it in respect of such Note (the "Defaulted Bearer Note") and, as a result, the Defaulted Bearer Note remains in the Trustee's distribution account with Euroclear or Cedel after such Settlement Date (rather than being credited to the purchaser's account against payment), then the Trustee shall continue to hold the Defaulted Bearer Note on behalf of and to the order of the Issuer. If, on the relevant settlement date of a non-syndicated issue, the Issuer's register purchaser of uncertificated securities (Wertrechtebuch) a registered Note does not pay the subscription price due from it in respect of such Note (the "Defaulted Registered Note"), then the Trustee shall notify the Co-Registrar and the custodian and such Defaulted Registered Note shall not be entered in the Register of Uncertificated Securities"and shall not be credited to the purchaser's participation account with DTC. (f) with the entry of the Investor's name thereon Pursuant to Argentine Law No. 24,587, effective November 22, 0000, Xxxxxxxxx companies are no longer allowed to issue securities in bearer form. Accordingly, as long as the first holder provisions of all such law are applicable, the Issuer will only issue Notes pertaining to under the relevant Tranche and a specification of the Relevant Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche, such Register of Uncertificated Securities to be Indenture in a form and substance satisfactory to the Investorregistered form.