Tritium Holdings Pty Ltd Tritium Pty Ltd St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovation Trust Loan Agreement

Contents

Schedule 1.

Tritium Holdings Pty Ltd (ACN 145 324 910) of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (the Borrower);

Tritium Pty Ltd (ACN 095 500 280) of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (the Guarantor); and

St ▇▇▇▇▇ Energy Holdings Pty Ltd (ACN 010 165 554) as trustee for the St ▇▇▇▇▇ Energy Innovation Trust (ABN 60 715 308 891) of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (Lender).

The Lender provided financial accommodation to the Borrower under a Prior Loan Agreement discharged on the Commencement Date.

The Borrower and Guarantor have requested that the Lender provide the Borrower with further financial accommodation in the amount of the principal outstanding under the Prior Loan Agreement.

The Lender has agreed to provide that further financial accommodation to the Borrower on the terms of this Agreement.

Definitions and Interpretation

Definitions

a Related Entity of that entity;

an entity, or the trustee or manager of a trust, which has a controlling interest in that entity, the Trust, or the manager or trustee of the Trust or a Related Entity of that entity;

a Related Entity of an entity included in paragraph (b) or (e);

a director of that entity or of an entity included in paragraph (a), (b) or (c) or of the manager or of the trustee of any trust included in paragraph (a), (b) or (c) or a spouse, child, parent or sibling of that director;

a corporation, or the trustee or manager of a trust, in which one or more entity or person mentioned in paragraph (a), (b), (c), (d), (e), (f) or (g) alone or together has a controlling interest;

the trustee of a discretionary trust of which an entity or person included in paragraph (a), (b), (c), (d), (e), (f) or (g) is a beneficiary (whether or not through one or more other discretionary trusts); or

an entity of which a director of that entity or a Related Entity of that entity is also a director.

where a person is a beneficiary of a discretionary trust, that person will be taken to own, and control, all the assets of that trust;

director has the meaning given in the Corporations ▇▇▇ ▇▇▇▇; and

a person has a controlling interest in a corporation or trust if:

the corporation or its directors, or the trustee or manager of the trust or its directors, are accustomed, or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that person or of that person in concert with others; or

the person has a relevant interest (as defined in the Corporations Act 2001) in total in more than 20% of the issued or voting shares, units or other interests in the corporation or trust (in number, voting power or value), or would have that relevant interest if any rights were exercised to subscribe for, or acquire or convert into, shares, units or other interests which are issued or unissued. The definition of relevant interest applies as if units or other interests were shares.

any consent, authorisation, registration, filing, lodgement, agreement, notarisation, certificate, permission, licence, approval, authority or exemption from, by or with a Government Agency; or

in relation to anything which will be fully or partly prohibited or restricted by law if a Government Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

in respect of any Obligor, any director or secretary, or any person from time to time nominated as an Authorised Officer by it by a notice to the Lender:

in respect of which the identity of that person has been verified to the satisfaction of the Lender in order to manage the Lender’s anti money laundering, counter terrorism financing or economic and trade sanctions risk or to comply with any laws or regulations in Australia or any other country (and the Lender has not received notice of revocation of the appointment); and

accompanied by certified copies of signatures of all new persons so appointed and identification documents sufficient to satisfy the ‘know your customer’ requirements of the Lender; and

in respect of the Lender, any person whose title or acting title includes the word director, head, chief, counsel, executive, manager, attorney or president or cognate expressions, or any secretary or director, or any lawyer acting for the Lender.

calculated by reference to the gross amount of a payment under a Finance Document (without the allowance of a deduction); or

imposed because the Lender is taken to be connected with that jurisdiction solely because it is party to a Finance Document or a transaction contemplated by a Finance Document.

a ▇▇▇▇, bond, debenture, note or similar instrument;

a Guarantee of Finance Debt or a Guarantee given to a financier;

a finance Lease;

a Derivative Transaction;

an acceptance, endorsement or discounting arrangement;

a redeemable share or redeemable stock; or

the deferred purchase price (for more than 90 days) of an asset or service,

this Agreement;

each Security Document;

any consent deed or tripartite agreement (however called) entered into by the Lender and one or more Obligors with a third party or parties in respect of the Secured Money or any rights under this Agreement or a Security Document;

each priority deed or intercreditor agreement (however called) entered into by the Lender, one or more Obligors and one or more third parties in respect of the Secured Money or any rights under this Agreement or a Security Document;

any Guarantee or Security in respect of any of the Secured Money;

any document or agreement which an Obligor and the Lender agrees is a Finance Document; and

any document or agreement entered into or provided under or in connection with, or for the purpose of amending or novating, any of the above. It includes a written undertaking by or to a party or its lawyers under or in relation to any of the above.

the business, operation, property, condition (financial or otherwise) of an Obligor;

the ability of an Obligor to perform its obligations under a Finance Document;

the effectiveness or priority of any Security granted by an Obligor under a Finance Document; or

the validity or enforceability of the whole or any material part of any Finance Document or any material rights or remedies of the Lender under any Finance Document.

the Borrower;

the Guarantor; and

any other person who gives or creates a Guarantee or Security that secures any Secured Money.

Finance Debt under a Finance Document;

Finance Debt which is fully subordinated to the Secured Money on terms satisfactory to the Lender;

Finance Debt under the Cigna Facility; or

Finance Debt provided to an Obligor to which the Lender has given its prior written consent.

a Security Document or any Ancillary Security;

any lien created by operation of law in the ordinary course of day-to-day trading and not securing Finance Debt, which secures an obligation that is not yet due, or, if due, is being contested in good faith and for which adequate reserves are held for payment;

a charge or lien arising in favour of a Government Agency by operation of statute unless there is default in payment of money secured by that charge or lien;

any lien or Security over any asset for the unpaid balance of purchase money under an instalment contract or retention of title arrangement entered into in the ordinary course of ordinary business, where the period for payment does not exceed 60 days and is not overdue for payment;

any Security subject to a priority arrangement with the Lender on terms (including as to ranking) satisfactory to the Lender;

any Security granted by an Obligor to secure the Cigna Facility; or

any Security granted by an Obligor to which the Lender has given prior written consent.

a Subsidiary of the first entity;

an entity of which the first entity is a Subsidiary; or

a Subsidiary of another entity of which the first entity is also a Subsidiary.

anything which gives a creditor priority to other creditors with respect to any asset;

retention of title and a deposit of money by way of security;

a security interest under the PPSA.

the security deed dated on or around the date of this Agreement between the Lender and the Borrower entered into as security for the Secured Money; and

any Ancillary Security.

a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share; and

an entity may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a corporation.

the date on which the Principal Outstanding is fully repaid (including any accrued but unpaid interest) in accordance with the terms of this Agreement;

31 December 2021 or, if at such time clause 7.5(b) applies in respect of the repayment due, the due date under that clause.

Interpretation

Headings are for convenience only and do not affect interpretation.

The meaning of terms is not limited by specific examples introduced by including, or for example, or similar expressions.

Nothing in this Agreement is to be interpreted against a party on the ground that the party put it forward.

The following rules apply unless the context requires otherwise:

the singular includes the plural and the converse;

a gender includes all genders;

where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

a reference to a clause, annexure or schedule is a reference to a clause of, or annexure or schedule to, this agreement;

a reference to a party to this agreement or another agreement or document includes the party’s successors and permitted substitutes or assigns;

a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, statutory instrument, code or other thing issued under it;

a reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form;

a reference to conduct includes an omission, statement or undertaking, whether or not in writing;

each paragraph of a list is to be construed independently; none limits any other;

a reference to the borrower, the guarantor or the obligor, if there are more than one, means reference to each Borrower, each Guarantor or each Obligor (as the case may be) individually and every two or more of them jointly;

the meaning of terms is not limited by specific examples introduced by including, or for example, or similar expressions;

a reference to property or an asset includes any real or personal, present or future, tangible or intangible property or asset (including intellectual property) and any right, interest, revenue or benefit in, under or derived from the property or asset;

a reference to disposal means to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset;

an Event of Default subsists until it has been waived in writing by the lender;

a reference to an amount for which a person is contingently liable includes an amount which that person may become actually or contingently liable to pay if a contingency occurs, whether or not under an existing obligation;

all references to time are to Brisbane time;

a reference to $ or AUD is a reference to Australian dollars.

Document or agreement

an agreement includes a Security, Guarantee, undertaking, deed, agreement or legally enforceable arrangement whether or not in writing; and

a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document.

Determination, statement and certificate

Accounting terms

Trust

Consents and Opinions

Purpose

Commencement Date

New loan

under the Prior Loan Agreement the total principal amount it owed the Lender was an amount equal to the Loan Amount; and

from the Commencement Date, the Lender has wholly, unconditionally and irrevocably released the Borrower from any further obligation to pay any further amounts due or payable to it under the Loan Agreement,

the Loan Amount is a new advance to the Borrower under the terms of the Finance Documents and is treated as having been applied by the Borrower to repay the principal amount under the Prior Loan Agreement; and

without any further payment required from the Lender, the Borrower owes the Loan Amount to the Lender as at the Commencement Date on the terms of the Finance Documents.

Establishment Fee

Interest

From the Commencement Date, interest will accrue day to day on the Principal Outstanding at the Interest Rate until such time as the Principal Outstanding is repaid in full.

The obligation of the Borrower to pay interest on an Interest Payment Date is contingent. Subject to clause 7.5(b), the Borrower will pay interest on each Interest Payment Date.

If the matters specified in clause 7.5(b) are not satisfied, interest will be capitalised on an Interest Payment Date.

Repayment

Mandatory Repayment

Voluntary Repayment

Cancellation

Interest

Subordination

the following Security is expressly permitted to be a higher-ranking Security with respect to any Security granted under a Finance Document:

any Security that has or will be granted for the benefit of the lenders under the Cigna Facility to secure that facility; and

any other Security which is disclosed in a search of the PPSR in respect of the Borrower as at the Commencement Date; and

regardless of anything to the contrary in this Agreement, neither the Borrower nor Guarantor is obliged to make any payment under this Agreement on the due date for such payment, if in so doing it will cause it to breach any of the Cigna Facility Documents. In those circumstances:

the relevant party must pay any amount due on the due date which can be paid without causing it to breach the Cigna Facility Documents; and

the due date for any amount of the payment which remains unpaid, will be the first date on which such payment can be made without the relevant party being in breach of any Cigna Facility Documents.

Payments

Manner

Payment to be made on Business Day

Taxation

Additional payments

(pay deduction) it shall promptly pay the amount deducted to the appropriate Government Agency;

(receipt) within 30 days of the end of the month in which the deduction is made, it shall give the Lender the original receipt (or other documents acceptable to the Lender) evidencing the payment; and

(gross-up) unless the Tax is an Excluded Tax, on the due date it shall pay the Lender an additional amount so that the Lender receives a net amount (after allowance for any further deduction and any Tax on the additional amount) equal to the amount they would have received if no deduction had been made. It shall indemnify the Lender against the Tax and any amounts recoverable from the Lender in respect of the Tax.

Tax credits

(Refund) If the Lender, in its absolute discretion, decides that it has received any clearly identifiable tax relief in respect of a deduction for which an additional payment has been made, the Lender shall promptly refund the amount of the additional payment, but only:

to the extent of the relief received; and

to the extent it determines that the refund can be made without prejudice to the retention of the relief.

(Own tax affairs) Nothing in paragraph (a) interferes with the right of the Lender to arrange its tax affairs as it thinks fit. For example, the Lender need not claim any relief in respect of a deduction or disclose any information regarding its tax affairs or tax computations.

Representations, Warranties and undertakings

Representations, warranties and undertakings

it is duly incorporated, validly existing and has power to own its property and assets and carry on its business as presently conducted;

it has power to execute, deliver and perform its obligations under this Agreement, and all licences, consents, regulatory approvals, filings, registrations and other action necessary to ensure the validity or enforceability of this Agreement have been taken or obtained;

it is solvent and there are no reasonable grounds to suspect that it is unable to pay its debts as and when they become due and payable;

the obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations;

it shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any authorisation required under any law or regulation to enable the Obligor to perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement;

its execution and performance of each Finance Document does not and will not:

conflict with or contravene any law or regulatory requirement or a judgment, ruling, order, document or agreement applying to it or its assets or its constituent documents;

result in a Security Interest being created on, or crystallising over, any of its assets except for a Permitted Security Interest; or

result in a default under any agreement relating to any actual or contingent debt or other monetary liability in respect of money borrowed or raised or any financial accommodation;

its most recent consolidated and unconsolidated audited Financial Reports were prepared using reasonable skill and care and in a manner materially consistent with the preparation of previous management accounts of the Obligor and, as far as it is aware, are materially complete and accurate;

all information (including Financial Reports) in connection with the Finance Documents provided by it to the Lender are true and accurate in all material respects at the date of this Agreement or, if later, when provided. Neither that information nor its conduct and the conduct of anyone on its behalf in relation to the transactions contemplated by the Finance Documents, was or is misleading, by omission or otherwise;

it has disclosed all information and documents relating to it, its assets, each Finance Document and the transactions contemplated by each of them, which are material to the Lender’s decision to enter into the Finance Documents;

it has disclosed all material information and documents relating to it, its assets, each Finance Document and the transactions contemplated by each of them;

no Event of Default subsists or will result from the provision of the financial accommodation under the Finance Documents;

any person specified as an Authorised Officer of the Obligor is authorised to sign any requests and other notices on its behalf and do all other things contemplated by the Finance Documents;

it benefits by entering into and performing its obligations under each Finance Document;

its obligations under this Agreement rank at least equally with all of its unsecured and unsubordinated indebtedness (other than liabilities mandatorily preferred by law);

except as disclosed to and agreed by the Lender, it has not entered into any Finance Document and does not hold any property:

as a trustee of any trust;

as a partner of a partnership;

as a responsible entity of any registered scheme;

as an agent of an undisclosed principal; or

in any other capacity for the benefit of any person.

Reliance on representations, warranties and undertakings

Events of Default

Events of Default

(Obligations under Finance Documents) an Obligor fails:

to pay an amount payable by it under a Finance Document when due;

to pay all accrued interest (including any overdue interest) in full on (or before) the last day of the Term;

to comply with any of its other obligations under a Finance Document except, where in the opinion of the Lender that failure can be remedied within 14 days, if it remedies the failure within that period; or

to satisfy within the time stipulated anything which the Lender made a condition of its waiving compliance with a condition precedent or undertaking in a Finance Document;

(Misrepresentation) a representation, warranty or statement by or on behalf of an Obligor in a Finance Document, or in a document provided under or in connection with a Finance Document, is:

not true in a material respect or is misleading when made or repeated; and

to the extent it is capable of remedy by the Borrower, is not remedied by the Borrower within 14 days of the representation, warranty or statement becoming not true in any material respect or misleading;

(Cross default)

the Finance Debt of an Obligor:

is not paid when due (or within an applicable grace period); or

becomes due and payable or capable of being declared due and payable before its stated maturity or expiry; or

a facility or obligation granted or owed by a person to an Obligor to provide financial accommodation or to acquire or underwrite Finance Debt is prematurely terminated; or

an event of default (however called or defined) occurs under any agreement documenting Permitted Finance Debt or a Permitted Security.

overdue amounts or defaults which occurred or were outstanding prior to the date of this Agreement but are no longer outstanding or continuing as at the date of this Agreement; or

any overdue amount or continuing default as at the date of this Agreement which has been notified to the Lender in writing (or such other form as the Lender may accept in its absolute discretion) and agreed to by the Lender;

(Administration, winding up, arrangements, insolvency etc)

an administrator of an Obligor is appointed;

except for the purpose of a solvent reconstruction or amalgamation previously approved by the Lender:

an application or an order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting, an application to a court or other steps are taken for:

the winding up, dissolution or administration of an Obligor; or

an Obligor entering into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them,

an Obligor ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;

an Obligor:

is, or under legislation is presumed or taken to be, insolvent (other than as the result of a failure to pay a debt or claim the subject of a good faith dispute); or

stops or suspends or threatens to stop or suspend payment of all or a class of its debts;

(Enforcement against assets)

a receiver, receiver and manager, administrative receiver or similar officer is appointed to;

a Security becomes enforceable or is enforced over; or

a distress, attachment or other execution is levied or enforced or applied for over,

(Reduction of capital) without the prior consent of the Lender, an Obligor:

reduces its capital (including a purchase of its shares);

passes a resolution to reduce its capital or to authorise it to purchase its shares or a resolution under chapter 2J of the Corporations ▇▇▇ ▇▇▇▇ or an equivalent provision, or calls a meeting to consider such a resolution;

applies to a court to call any such meeting or to sanction any such resolution or reduction; or

enters into any amalgamation, merger, demerger or corporate reconstruction;

(Investigation) an investigation into all or part of the affairs of an Obligor commences under the Corporations ▇▇▇ ▇▇▇▇ in circumstances material to its financial condition;

(Analogous process) anything analogous to anything referred to in paragraphs (d) to (g) inclusive, or which has substantially similar effect, occurs with respect to any Obligor under the laws of any other relevant jurisdiction;

(Vitiation of documents)

all or any part of a Finance Document is terminated or is or becomes void, illegal, invalid, unenforceable or of limited force and effect;

a party becomes entitled to terminate, rescind or avoid all or part of a Finance Document; or

a party other than the Lender alleges or claims that an event described in sub-paragraph (i) has occurred or that it is entitled as described in sub-paragraph (ii);

(Amendment of constitution) the constitution or other constituent documents of any Obligor are amended in a material respect without the prior consent of the Lender (which will not be withheld unreasonably);

(Revocation of Authorisation) an Authorisation which is material to the performance by any Obligor of a Finance Document, or to the validity and enforceability of a Finance Document or to the security of the Lender, is repealed, revoked or terminated or expires, or is modified or amended or conditions are attached to it in a manner unacceptable to the Lender, and is not replaced by another Authorisation acceptable to the Lender with 14 days of revocation, termination, expiry or modification (or such longer period as the Lender may agree);

(Compulsory acquisition)

all or any substantial part of the Secured Property or other assets of an Obligor is compulsorily acquired by or by order of a Government Agency or under law;

a Government Agency orders the sale, vesting or divesting of all or any substantial part of the Secured Property or other assets of an Obligor; or

a Government Agency takes a step for the purpose of any of the above or proposes or threatens to do any of the above;

(Governmental interference) a law or anything done by a Government Agency wholly or partially to a material extent renders illegal, prevents or restricts the performance or effectiveness of a Finance Document or otherwise has a Material Adverse Effect;

(Casualty event) the occurrence of material damage to or destruction of the Secured Property and the Lender determines (acting reasonably) that such destruction or damage is not fully insured for full reinstatement value and the Lender forms the opinion (whether at the time of such destruction or damage, or subsequently) that the proceeds of insurance arising from that damage or destruction will not be paid to the Obligor within a time period reasonably acceptable to the Lender; and

(Material adverse change) any other event or series of events, whether related or not, occurs (including a material adverse change in the business, assets, prospects or financial condition of any Obligor or the value of the Secured Property), which in the opinion of the Lender may have a Material Adverse Effect.

Consequences

by notice to the Borrower declare the Secured Money immediately due and payable, and the Borrower shall immediately pay the Principal Outstanding and together with all other Secured Money (including accrued interest, fees and other costs and expenses);

take any step to enforce any Security or any Security Document, or exercise any rights of the Lender, under one or more Finance Documents; and

at the cost of the Borrower, appoint a firm of independent accountants or other experts to review and report to the Lender on the affairs, financial condition and business of any Obligor.

Guarantee

Interpretation

any person includes the Borrower, any other Guarantor or any Security Provider;

any document or agreement includes this Agreement or any other Finance Document; and

any reason or some reason includes:

any legal limitation, disability, Liquidation, incapacity or thing affecting any person or the operation of any law, including any law relating to Liquidation, fiduciary or other duties or obligations or the protection of creditors;

any release, discharge, termination, rescission, repudiation, extinguishment, abandonment or disclaimer;

any failure by any person to execute, or to execute properly, an agreement or document or to comply with some requirement; or

an agreement, document, obligation or transaction being or becoming illegal, invalid, void, voidable or unenforceable in any respect.

Consideration

Guarantee

Indemnity

Payment obligation

Unconditional nature of obligation

the grant to any person of any time, waiver or other indulgence, or the discharge or release of any person;

any transaction or arrangement between the Lender and any person;

the Lender becoming a party to or bound by any compromise, moratorium, assignment of property, scheme of arrangement, deed of company arrangement, composition of debts or scheme of reconstruction by or relating to any person;

the Lender exercising or delaying or refraining from exercising or enforcing any document or agreement or any right, power or remedy conferred on it by law or by any document or agreement;

all or any part of any document or agreement held by the Lender at any time or of any right, obligation, power or remedy changing, ceasing or being transferred (this includes amendment, variation, novation, replacement, rescission, invalidity, extinguishment, repudiation, avoidance, unenforceability, frustration, failure, expiry, termination, loss, release, discharge, abandonment or assignment);

the taking or perfection of any document or agreement or failure to take or perfect any document or agreement;

the failure by any person or the Lender to notify the Guarantor of any default by any person under any document or agreement or other circumstance;

the Lender obtaining a judgment against any person for the payment of any Secured Money;

any change in any circumstance (including in the members or constitution of any person);

any increase in the Secured Money for any reason (including as a result of anything referred to above); or

any reason,

Principal and independent obligation

No marshalling

any Security, Guarantee, document or agreement held by the Lender at any time; or

any of the funds or assets that the Lender is entitled to receive or has a claim on.

No competition

be subrogated to the Lender or any person who has any rights against the Borrower or any Security Provider or claim the benefit of any Security or Guarantee held by the Lender or any such person or any such at any time;

either directly or indirectly prove in, claim or receive the benefit of, any distribution, dividend or payment arising out of or relating to the Liquidation of the Borrower or any Security Provider; or

have or claim any right of contribution or indemnity for any reason (whether or not relating to this Agreement) from the Borrower or any Security Provider,

Suspense account

(i)credit to a suspense account (without applying it); and

appropriate at the discretion of the Lender,

prove in any Liquidation of any person in respect of the full amount of the Secured Money disregarding any sums in the suspense account.

Rescission of payment

all or part of any transaction of any nature (including any payment or transfer) made during the Term which affects or relates in any way to the Secured Money is void, set aside or voidable;

any claim of a nature contemplated by paragraph (a) is upheld, conceded or compromised; or

the Lender is required to return or repay any money or asset received by it under any such transaction or the equivalent in value of that money or asset,

Continuing guarantee and indemnity

is a continuing guarantee and indemnity;

will not be taken to be wholly or partially discharged by the payment at any time of any Secured Money or by any settlement of account or other matter or thing; and

remains in full force until the Secured Money has been paid in full and the Guarantor has completely performed its obligations under this Agreement.

Variations

any amendment to, or waiver under, any Finance Document; or

the provision of further accommodation to the Borrower,

Judgment

Conditions precedent

Indemnities

Indemnities

any Event of Default or breach of a Finance Document;

any exercise or attempted exercise of any right, power or remedy under any Finance Document or any failure to exercise any right, power or remedy;

the Secured Property or the existence of any interest in or control, right, power or remedy with respect to the Secured Property; or

the Lender acting in connection with a Finance Document in good faith on email or facsimile instructions purporting to originate from the offices of the Borrower or to be given by an Authorised Officer of the Borrower.

Stamp Duties and GST

Stamp duties

Each Obligor shall pay or reimburse the Lender on demand for all stamp, transaction, registration and similar Taxes (including fines and penalties) on or in relation to the execution, delivery, performance or enforcement of any Finance Document or any payment, receipt or other transaction contemplated by any Finance Document.

Each Obligor shall indemnify the Lender on demand against any liability resulting from delay or omission to pay those Taxes except to the extent the liability results from failure by the Lender to pay any Tax after having been put in funds (with all necessary documents) to do so by an Obligor.

GST

If all or part of any such payment is the consideration for a taxable supply for GST purposes then, when an Obligor makes the payment:

it must pay to the Lender an additional amount equal to that payment (or part) multiplied by the appropriate rate of GST (currently 10%); and

the Lender will promptly provide to an Obligor a tax invoice complying with the relevant GST legislation.

Where under this Agreement or any other Finance Document an Obligor is required to reimburse or indemnify for an amount, the Obligor will pay the relevant amount (including any sum in respect of GST) less any GST input tax credit the Lender determines that it is entitled to claim in respect of that amount.

Waivers, Remedies Cumulative

No failure to exercise and no delay in exercising any right, power or remedy under any Finance Document operates as a waiver, nor does any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

The rights, powers and remedies provided to the Lender in the Finance Documents are in addition to, and do not exclude or limit, any right, power or remedy provided by law.

Severability of Provisions

Survival of Obligations

(Representations and warranties) Each representation or warranty in a Finance Document survives the execution and delivery of the Finance Documents and the provision of financial accommodation.

(Indemnity) Each indemnity, reimbursement or similar obligation in a Finance Document (including clause 9 (Taxation):

is a continuing, separate and independent obligation;

is payable on demand; and

survives termination or discharge of the relevant Finance Document and repayment of financial accommodation.

Personal properties securities law

PPSA security interests

ensuring that the security interest is enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective; or

enabling the Lender to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by the Lender; or

enabling the Lender to exercise rights in connection with the security interest.

PPSA undertaking

Costs of further steps and undertaking

No PPSA notice required unless mandatory

General PPSA provisions

In this clause 18, security interest has the meaning given to it in the PPSA.

To the extent that a security interest is created under a Finance Document, the following apply:

A Lender need not give any notice under the PPSA (including a notice of a verification statement) under or arising out of anything relating to that security interest or Finance Document unless the notice is required by the PPSA and the giving of it cannot be excluded.

Each Obligor waives its right to receive anything from the Lender under section 275 of the PPSA, and shall not make any request of the Lender under that section.

Each Obligor authorises and requests the Lender under section 275(7)(c) of the PPSA to obtain from the holder of any other Security or security interest of the kind referred to in section 12(3) of the PPSA over relevant collateral any of the information referred to in section 275(1) of the PPSA.

Each party contracts out of each provision of the PPSA which section 115 permits, except sections 117, 118, 123, 126, 128, 129, 134(1) and 135. However, each of those sections is contracted out of to the extent that a provision in it would be contrary to or limit an express or implied right on the part of the Lender provided for in the relevant Finance Document.

Any disposal or other exercise of any right, power or remedy under this Agreement will only be taken to be made under a provision which has not been excluded in paragraph (iv), if the Lender so elects.

Moratorium Legislation

lessens, varies or affects in favour of the Borrower or the Guarantor any obligation under a Finance Document; or

delays, prevents or prejudicially affects the exercise by the Lender of any right, power or remedy conferred by a Finance Document,

Assignments

Assignment by Borrower or Obligor

Assignment by Lender

Securitisation

Disclosure

without the consent of any Obligor, disclose to any ratings agency or Government Agency; or

with the prior consent of the Borrower (who shall not unreasonably withhold that consent) disclose to a proposed assignee, transferee or sub-lender,

No increased costs

Execution of further documentation

Notices

Notices

All notices, requests, demands, consents, approvals, agreements or other communications to or by a party to this Agreement (each a Notice) (whether being given under this Agreement or under another Finance Document):

must be in writing signed by an Authorised Officer of the sender (or in the case of an email message, sent from the email address of an Authorised Officer of the sender); and

will be conclusively taken to be given or made when delivered, received or left at the address, fax number or email address of the recipient shown in schedule 1 (Notice Details) or to any other address or fax number which it may have notified the sender.

A Notice is given and received:

if it is hand delivered:

by 4.00pm (local time in the place of receipt) on a Business Day – on that day; or

after 4.00pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day – on the next Business Day; and

if it is sent by fax:

by 4.00pm (local time in the place of receipt, equivalent to the time shown on the transmission confirmation report produced by the fax machine from which it was sent) on a Business Day – on that day; or

after 4.00pm (local time in the place of receipt, equivalent to the time shown on the transmission confirmation report produced by the fax machine from which it was sent) on a Business Day, or on a day that is not a Business Day – on the next Business Day; and

if it is sent by post:

within Australia – three Business Days after posting; or

to or from a place outside Australia – seven Business Days after posting.

Notices sent by email

Any Notice which may be given or made under this Agreement or any other Finance Document may instead be sent by email if:

the Notice is purported to be sent by an Authorised Officer of the sender;

the Notice is sent to the email address last notified by the intended recipient to the sender: and

the sender keeps an electronic copy of the Notice sent.

Where a Notice required to be provided by an Obligor under this Agreement or a Finance Document has been given by email in accordance with this clause, the sender must promptly provide the original of that Notice to the Lender who received that Notice by email and any other relevant person upon request.

Receipt of Notices sent by email

receipt by the sender of an email acknowledgement from the recipient’s information system showing that the Notice has been delivered to the email address stated above;

the time that the Notice enters an information system which is under the control of the recipient; and

the time that the Notice is first opened or read by an employee or officer of the recipient,

Confidentiality

Confidentiality

Permitted disclosure

Clause 22.1 does not prevent disclosure:

if allowed or required by law (except this paragraph does not require or allow the Lender to disclose any information of the kind referred to in section 275(1) of the PPSA);

if required by any securities exchange or any rating agency;

if required under a binding order of a Government Agency;

by the Lender in enforcing a Finance Document or in a proceeding arising out of or in connection with a Finance Document or to the extent that disclosure is regarded by the Lender as necessary to protect its interests;

if the information is in the public domain;

by the Lender to its agents, auditors, employees and officers or to any controller appointed by the Lender to an Obligor;

to the professional advisers or consultants of any party involved in connection with the Finance Documents who are bound by a duty or obligation of confidence;

to an Associate of the Lender, in which case this clause 22.2 will apply to that Associate;

to an entity whom the Lender assigns, transfers, novates, sub-participates or sells-down by whatever form (or may potentially assign, transfer, novate, sub-participate or sell-down) all or any of its rights and/or obligations under any Finance Document;

with the prior written consent of the party providing the information; or

as expressly required or permitted by any Finance Document.

Save for the purposes set out in clauses 22.2(a)(i) to 22.2(a)(ix), for the purposes of section 275 of the PPSA, the Lender and the Borrower agree that neither the Lender nor the Borrower may disclose any information of the kind referred to in section 275(1) of the PPSA.

Survival of obligation

Authorised Officers

Governing law and jurisdiction

Governing law and jurisdiction

Counterparts

Acknowledgement by each Obligor

it has not entered into any Finance Document in reliance on, or as a result of, any conduct of any kind by or on behalf of the Lender or any Related Entity of the Lender (including any advice, warranty, representation or undertaking); and

neither the Lender nor any Related Entities of the Lender are obliged to do anything (including disclose anything or give advice),

Borrower as agent

the Borrower on its behalf to:

supply all information concerning itself contemplated by this Agreement and the other Finance Documents to the Lender;

give all notices, certificates, instructions or other communications to the Lender; and

execute on its behalf any notice or other agreement or deed or to effect any relevant consents, waivers, amendments or variations arising out of, under or in connection with any Finance Document, notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

the Lender to give any notice, demand or other communication to it pursuant to this Agreement or any other Finance Document to the Borrower,

Anti-Money Laundering

Each Obligor agrees that the Lender may delay, block or refuse to process any transaction without incurring any liability if the Lender suspects that:

the transaction may breach any law in Australia or any other country; or

the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct.

Each Obligor must provide all information to the Lender which the Lender reasonably requires in order to manage anti-money laundering or counter-terrorism financing risk or to comply with any laws in Australia or any other country. The Obligors agrees that the Lender may disclose any information concerning the Obligors to:

any law enforcement, regulatory agency or court where required by an such law, in Australia or elsewhere; or

any correspondent or agent the Lender uses to make the payment for the purpose of compliance with any such law.

Each Obligor warrants that it is acting on its own behalf in entering into the Finance Documents. Each Obligor declares and undertakes to the Lender that the payment of money by the Lender in accordance with its (or any other Obligor’s) instructions will not breach any anti-money laundering or counter-terrorism financing laws in Australia or any other country where the Loan Amount may be used.