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MESOBLAST LTD filed this Form 20-F on 08/31/2018
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7.23Trustee Undertakings.  No Loan Party will become a trustee of any trust or settlement without the prior written consent of Agent.  

7.24Related Party Benefit and Financial Assistance.  Each Australian Loan Party will, and will cause each of its Subsidiaries to, comply in all material respects with Chapter 2E and 2J.3 of the Australian Corporations Act and any equivalent legislation in other jurisdictions.

7.25Australian PPS Law.  Each Loan Party with assets located in Australia will promptly take all reasonable steps which are prudent for its business under or in relation to any Australian PPS Law.

7.26Australian PPS Law Information. Each Loan Party shall notify Agent in writing (a) At least 5 Business Days before any Loan Party changes any of its details as set out in this Agreement or in any other Loan Document including its name or if it becomes a trustee of a trust or a partner in a partnership which is not stated therein; (b) immediately, if any ABN, ARBN or ARSN allocated to it or any other Loan Party, a trust of which it or any other Loan Party is a trustee or any partnership of which it or any other Loan Party is a partner, changes, is cancelled or otherwise ceases to apply to it or any other Loan Party (or if it or any relevant Loan Party does not have an ABN, ARBN or ARSN, one is allocated, or otherwise starts to apply, to it or another Loan Party), and (c) promptly, after delivery or receipt, any notices or correspondence of any kind in relation to an Australian Security Document or the secured property (provided for therein) to or from the “Registrar” as that term is defined in the PPSA or from another secured party in respect of such secured property.

7.27People with Significant Control Regime: Each Loan Party shall (and the Parent shall ensure that each of its Subsidiaries will): (a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any UK PSC Loan Party; and (b) promptly provide Agent with a copy of that notice.


8.1At any time prior to the later to occur of (a) payment in full in cash of all Secured Obligations and (b) March 6, 2025, Lender or its assignee or nominee shall have the right, in its discretion, to participate, in a cumulative amount of up to $2,000,000, in one or more Subsequent Financings, broadly marketed to multiple investors, including investors in the United States, on the same terms, conditions and pricing afforded to investors participating in any such Subsequent Financings; provided that, for the avoidance of doubt, nothing in this Section 8.1 shall provide Lender or any assignee or nominee the right to participate in any Subsequent Financing in which Lender or its assignee or nominee would not otherwise be eligible to participate based upon the eligibility criteria for investors in such Subsequent Financing.



Confidential material omitted and filed separately with the Commission.

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