Common use of Issue of Loan Notes Clause in Contracts

Issue of Loan Notes. (a) On the Utilisation Date the Borrower shall issue the Loan Notes to the Original Lender. (b) The Loan Notes shall have: (i) a maximum aggregate principal amount equal to the sum of a Lender’s Commitment (plus a Lender’s pro rata share of the aggregate amount of any interest owed to the Lenders that is compounded or capitalised into the Loan from time to time); and (ii) an aggregate principal amount outstanding equal to a Lxxxxx’s participation in the Principal Outstanding from time to time but so that if the principal amount outstanding on a Lender’s Loan Notes from the Borrower would otherwise be zero but the Lender’s Commitment is greater than zero the Borrower will be indebted to the Lender for one US dollar and accordingly the aggregate principal amount outstanding of the Lenders’ Loan Notes at that time will be one US dollar. (c) The Borrower will before the date described under clause 5.5(a) sign and seal the Loan Note Deed Poll and forward it to the Agent in escrow. On receipt of the money referred to in clause 5.4 (Lenders' participation), the Agent will date the Loan Note Deed Poll and the Borrower will be taken to have delivered the Loan Note Deed Poll. (d) On receipt of the funds from the Lender in accordance with clause 5.4 (Lenders' participation) the Agent shall do the following: (i) pay those funds to the relevant account specified in the Utilisation Notice; and (ii) enter the Loan Notes to be issued under paragraph (a) in the Register. That entry will constitute issue of the Loan Notes.

Issue of Loan Notes. (a) On the Utilisation Date the Borrower The Australian Borrowers shall issue the Loan Notes to each Lender in accordance with the Original Lenderrelevant Loan Note Deed Poll. (b) The issue of Loan Notes shall have: (i) a maximum aggregate principal amount equal is to be effected by the sum of a Lender’s Commitment (plus a Lender’s pro rata share inscription in the Register by the Agent of the aggregate amount of any interest owed to the Lenders that is compounded or capitalised into the Loan from time to timeinformation described in Clause 31.2 (The Register); and (ii) an aggregate principal amount outstanding equal to a Lxxxxx’s participation in the Principal Outstanding from time to time but so that if the principal amount outstanding on a Lender’s Loan Notes from the Borrower would otherwise be zero but the Lender’s Commitment is greater than zero the Borrower will be indebted to the Lender for one US dollar and accordingly the aggregate principal amount outstanding of the Lenders’ Loan Notes at that time will be one US dollar. (c) The Borrower Before the first Utilisation Date, the Original Australian Borrowers will before the date described under clause 5.5(a) sign and seal the Original Loan Note Deed Poll and forward it to the Agent in escrow. On receipt of the money referred to in clause Clause 5.4 (Lenders' ’ participation), the Agent will date the Original Loan Note Deed Poll and the Borrower Original Australian Borrowers will be taken to have delivered the Original Loan Note Deed Poll. (d) In respect of each Additional Australian Borrower, before the first Utilisation Date for that Additional Australian Borrower, the Additional Australian Borrower will sign and seal an Additional Loan Note Deed Poll and forward it to the Agent in escrow. On receipt of the money referred to in Clause 5.4 (Lenders’ participation) for the relevant Utilisation by that Additional Australian Borrower, the Agent will date the Additional Loan Note Deed Poll and the Additional Australian Borrower will be taken to have delivered the Additional Loan Note Deed Poll. (e) On receipt of the funds from the each Lender in accordance with clause Clause 5.4 (Lenders' ’ participation) the Agent shall do the following:following in respect of drawings by Australian Borrowers. (i) pay Pay those funds to the relevant account specified in the Utilisation Notice; andRequest. (ii) In the case of the first Utilisation Date in respect of each Australian Borrower, enter the Loan Notes to be issued under paragraph (a) in the Register. That entry will constitute issue . (iii) In the case of each Utilisation Date amend the Loan NotesRegister to reflect the revised principal amount outstanding.

Issue of Loan Notes. 6.3.1 The issue of a Loan Note may only be made by the Loan Note Issuer in accordance with this Security Trust Deed and the terms of the relevant Loan Note Supplement and in any event with the consent of the Security Trustee and the Transferor Beneficiary (such consent to be given if the conditions precedent set out in Clause 2.2 and this Clause 6 are met and evidenced by the execution of the relevant Loan Note Supplement by the Security Trustee and the Transferor Beneficiary as set out in this Clause 6.3). 6.3.2 On any Closing Date, the Loan Note Issuer shall procure the registration of the relevant Loan Note in the name of each relevant initial Loan Note Holder with a subsequent transfer to the Note Trustee for the applicable Series or its nominee and delivery of the appropriate Loan Note to the Note Trustee. The Loan Note Issuer shall not so procure the authentication and delivery and the Note Trustee under the relevant Note Trust Deed shall not accept the Loan Note unless the following documents have been received by the Security Trustee in form and substance satisfactory to it: (a) On a Loan Note Supplement in respect of the Utilisation Date Series Loan Note is issued satisfying the Borrower shall issue criteria set out in Clause 6.4 (Loan Note Supplements) executed by each of the parties thereto (including the Transferor Beneficiary and the Loan Notes Note Issuer) and specifying the Principal Terms of such Series and the supplements, amendments and variations to the Original Lender.this Security Trust Deed as a consequence thereof; (b) The any applicable Enhancement, as specified in such Loan Notes shall have:Note Supplement; (ic) an agreement, if any, pursuant to which the Enhancement Provider agrees to provide its Enhancement, if any, as specified in the relevant Loan Note Supplement; (d) a maximum aggregate principal amount equal to solvency certificate signed by a duly authorised signatory and dated the sum of a Lender’s Commitment (plus a Lender’s pro rata share Closing Date, from each of the aggregate amount of any interest owed to the Lenders that is compounded or capitalised into Transferor Beneficiary and the Loan from time to time)Note Issuer; and (iie) an aggregate principal amount outstanding equal to a Lxxxxx’s participation in such legal opinions as the Principal Outstanding from time to time but so that if Security Trustee may reasonably require regarding the principal amount outstanding on a Lender’s Loan Notes from the Borrower would otherwise be zero but the Lender’s Commitment is greater than zero the Borrower will be indebted to the Lender for one US dollar legality, validity, enforceability and accordingly the aggregate principal amount outstanding bindingness of the Lenders’ Loan Notes any Series Document as are given by counsel (including without limitation, those specified at that time will be one US dollarClause 2.2 (Conditions Precedent). (c) The Borrower will before the date described under clause 5.5(a) sign and seal the Loan Note Deed Poll and forward it to the Agent in escrow. On receipt of the money referred to in clause 5.4 (Lenders' participation), the Agent will date the Loan Note Deed Poll and the Borrower will be taken to have delivered the Loan Note Deed Poll. (d) On receipt of the funds from the Lender in accordance with clause 5.4 (Lenders' participation) the Agent shall do the following: (i) pay those funds to the relevant account specified in the Utilisation Notice; and (ii) enter the Loan Notes to be issued under paragraph (a) in the Register. That entry will constitute issue of the Loan Notes.

Issue of Loan Notes. (a) On If the first Utilisation Date is for a Loan other than a Swingline Loan, on the first Utilisation Date the Borrower shall issue the Loan Notes to the Original Lender. (b) The Loan Notes shall haveeach Lender with: (i) a maximum aggregate principal amount equal to the sum of a the Lender’s Commitment (plus a Lender’s pro rata share of the aggregate amount of any interest owed to the Lenders that is compounded or capitalised into the Loan from time to time)Commitments; and (ii) an aggregate principal amount outstanding equal to a Lxxxxxthe greater of the Lender’s participation in the Principal Outstanding Loans outstanding from time to time but so that and (if the principal amount outstanding on a Lender’s Loan Notes from the Borrower would otherwise be zero but the Lender’s Commitment is Commitments are greater than zero zero), one United States dollar. If the first Utilisation Date is for a Swingline Loan, the Borrower will be indebted to the Lender for one US dollar do those things in respect of each Joint Lead Arranger only, and accordingly the aggregate principal amount outstanding will do them in respect of the Lenders’ other Lenders when they first participate in a Loan Notes at that time will be one US dollar.which is not a Swingline Loan (cb) The Borrower will before the date described under clause 5.5(a) first Utilisation Date sign and seal the Loan Note Deed Poll and forward it to the Agent in escrow. On receipt of the money referred to in clause Clause 5.4 (Lenders' ’ participation), the Agent will date the Loan Note Deed Poll and the Borrower will be taken to have delivered the Loan Note Deed Poll. (dc) On receipt of the funds from each Lender (or, in the Lender case of a Swingline Loan, from each Joint Lead Arranger) in accordance with clause Clause 5.4 (Lenders' ’ participation) the Agent shall do the following: (i) pay Pay those funds either: (1) if clause 5.1(c) does not apply, to the relevant account specified in the Utilisation NoticeRequest; andor (2) if clause 5.1(c) does apply, first to the Joint Lead Arrangers by way of repayment of the Swingline Loan, then, if there is an excess, to the relevant account specified in the Utilisation Request. (ii) In the circumstances contemplated by paragraph (a), enter the Loan Notes to be issued under that paragraph (a) in the Register. That entry will constitute issue of the Loan Notes. (iii) In the case of each other Utilisation Date amend the Register to reflect the revised principal amount outstanding.