CHAPMAN, TRIPP CG Amendment to Trust Deed FAI Finance Limited (the Company) Perpetual Trust Limited (the Trustee)AMENDMENT TO TRUST DEED om: 7] September LEEq panies FAT Finance Limited (previously FAl France Corporation (NZ) Lmited) at Auckland (the Company) Perpetual Trust Limited at Christchurch (the Trustee) BACKGROUND ‘A The Company and the Trustee ae parties to 9 Trust Deed dated 21 Octeber 2002 (Trust Dee. 8 The Company an¢ the Trustee wish to record agreed modifications ta the Trust Deed, a provide for by deuse 19.1(F) af te Trust Deed. © Inthe Trustee’ opinion, the terms ofthis amendment are nat and are not key to become materially prejudicial to the genera Interests of Stockholders BY THIS DEED the partes agree as falls 1 DEFINITIONS AND CONSTRUCTION In tls deed, ness the context requires otherwise, terms bearing an intl capital letter shall ave the sare meaning as dened In the Trust Deed and the rules of Construction in cause 1 ofthe Trust Deed shall apply also to tis deed, 2 DULY AUTHORISED AMENDMENTS To TRUST DEED \With eect fom the date of this deed, the Trust Deed is amended to the extent and In the respects necessary forthe terms of the Trust Dee to be as at out in the ‘opencix to tis cocument othe inten tht such Append represents a restated form of agreement comprising the terms ofthe orginal Trust Deed as suasequentiy amended including as amended by tis document) 3 GENERAL 3.41 Trust Deed continues in force ‘Except as modified by this deed in all other cespects the provisons of the Trust Deed ‘are unchangee and remain in ful orc and effect. 3.2. Governing Law ‘This deed shall be governed by and construed in accordance with New Zealand a3.3. Submission to New Zealand Jurisdiction Each party irrevocably and unconditionally submits tothe non-exclusive jurisdiction ofthe couts of New Zealand forthe purpose of hearing ana determining any sisputes or proceedings arising out of on connection with ths deed 34 Costs ‘The Company will mest fs own costs, and the reasonabla cost of the Trustee relating to the negotiation, prenaration and completion of this deed, 3.5. Counterparts ‘This deed may be executed in any numberof counterparts. Once the partes have ‘executed the counterparts, ané each party has received a copy of each signed counterpart which that party cid noe execute, each counterpart shal be deemed to be as valid and binding on the party executing It a ft had been executed By all the partes. EXECUTED AS A DEED Hark Stephen Hotenin Director Per Limited by: ames ‘Authorised Person ‘authorised Person In te presenge of: x SIGNED INTHE PRESENCE OF a Luamotu Mary Shani Metiico occupation: Associate Support AUCKLAND Adress:[APPENDIX ~ AMENDED AND RESTATED TRUST DEED21 October 2002 Parties FAL FINANCE LIMITED ean PERPETUAL TRUST LMsTED (rnsstee) Trust DEED[PART I: INTERPRETATION AND APPOINTMENT OF TRUSTEE ceom-nein-w-w-ne pe DEFINITIONS AND CONSTRUCTION se = Sy 2 -APDOINTDMENT OP TRUSTEE na ~ 2 PART Il: CONSTITUTION OF SECURED DEPOSITS, UNSICURED DEPOSITS AND NOTES. 13 see MSSCURED DERORTS oe 3 4 UNSECURED DePostis.—— a1 1 REPORTS AND INFORMATION FOR TRUSTED ns ' = PART Vz ENFORCEMENT octteneenenned [2 EVENTS OF DEFALIE ACCELERATION ec nt 13 DISTRIBUTION oF Fons — : “3 14 MISCELLANEOUS PROVISIONS AS TO BANMIENT ssn ns PART VI: TRUSTEE PROVISIONS coven [30 POWERS AND PROVISIONS RELATING TO TRUSTEE ~ ss 16 SUPPLEMENTAL powers OF TRUSTEE. 56 1) CHANGE OF TRUSTEE — o 1 TRUsrEr'spoweRs CUMULATIVE. — ‘1 19 TRUSTER'S REMUNERATION — oa ART VE: MISCELLAMOUS nnn Bo Walvennco 22 CONSTRUCTION BY REFERENCE 10 ANALOGOUS GALIGATIONS AND EXEMPTIONS” 6a 3B Nonces m 25 RELEASE UBON PATENT. 3s GOVERNING LAW FIRST SCHEDULE ne [SECOND SCHEDULE nen {TNRD SCHEDULE ee TIFT SCHEDULE nn nntntnnennnnDate: 21 October 2002 PARTIES (2) _FAIFINANCE LIMITED, (FA! or Company) (@) PERPETUAL TRUST LIMITED, (he Trustee) INTRODUCTION |A. FAL may fram time to time raise money by the acceptance of secured and Lnsubordinated deposits, by the acrestance of ursecured and unsuborcinated depesits andor by the Issue of unsecured and suborcnated notes, in each case pursuant to this Dee. 8. ‘The Trustee has agreed, at the request of FA to act as trustee forthe Secured Depositors, tre Unsecured Depasitors and the Noteholders, uzon and subject to the terms an conetions ofthis Dee [BY THIS DEED the parties agree as flows: PART I: INTERPRETATION AND APPOINTMENT OF TRUSTEE 1 DEFINITIONS AND CONSTRUCTION 1.1 Defined Terms In this Deed (inclucing the Introduction and Schedules) untess the context otherwise requires: arm’ length terms relation to any Related Party Trarsaction and the provision of ‘nancial accommodation, means terms ining interest rate, repayment, ecurty and ‘ter creat suppor (Including guarantees) that are no more favourable to the debtor ‘than the tems that would be available tothe same debtor trom anather lender In an ‘equivalent business sector as the Company. ‘Associted Company means any compary which, according to GAAP, Is considered to be an associated company of any member of the CG and, without limitation, includes {any company in which more than one-third ofits issued shares (exclocing any shares ‘that donot carry any ight to partidpete Inthe capital ofthe relevant company beyone ‘2 spectied amount ine istribution of the assets of tat company) is held in aggregate bby FAT and/or by Related Parties (ther than other Associated Companies). ‘Auditor mears a any ime the person holding office as FA's auttor or the time bain, ‘Board mesns the Directors acting together as @ board in accordance with the Constitution of FA or the time bein. Business Day means any day (ether than 2 Saturéay ora Sunday) on which banks are ‘pen forthe transaction of general banking business in Auckland.(Charging Group or CG means FA and the Charging Subsilaies, Charging Group Member or CGM means each member ofthe Charging Group or any one lo more of them as the context requires, ‘charging Subsislary means any Subsidiary which shal t any time hereafter become & Charging Subsidiary pursuant to cause 7.12 an in each case remains a Charging Subsidiary Cash-fows from Operations mears the $ amount shown in respect of "Cash Flows rovided by operating profits before changes in eperating assets and lables” shown Inthe mentniy Operating Cash Flow statement of the Campany (orepared on the basis of accountng policies consistent with those adopted for the purpases ofthe Company's semi-annual ard annual audited fancil statement), ‘lass means, in relation to Holders, the Secured Depostos, the Unsecured Depostrs forthe Noteholders, asthe case may be. Companies Act means the Companies Act 1993, contro! means, in relation to FA, the power, whether erect or increc, to direc, or ‘cause the rection of the management an polices of FAI, wheter through the tulumate ovmership of voting secunties, by contractor other, Convertibie Notes means tears, whether secured or unsecure, which FAL as ‘covenanted (to the satisfaction of he Trustee) to convert inte shares ints capt. Contingent Liability means the contingent labiity ofthe Company under any suarante, indemnity, letter of creditor suretyship, ar any other obligation, whatever ‘xled and of whatever nature, to pay, to purchase, to provide tunes (whether by the ‘advance of money, the purchase of or suoscription far shares or other secures, the purchase of assets rights or services, or otherwise) for the payment or dlscharge of, oF to indemnify against the consequences of default in the payment of, any obligation ar Indebtedness, any dividend or ether payment in respect of shares or stock, of on the Insolvency or because ofthe Rnsndal cancltion, of any ather person which Is for the benefit of a person other than tne Company. Date of Enforcamont means the date on which the security created by or pursuant to this Deed is enforced by the Trustee taking one or mere ofthe steps describes in Clause 12.2(2) (Acceleration of Secured Depost Indebtedness) Director means a director ofthe Compary acting in secordance withthe Constitution of ‘the Company forthe time baing (and includes, where the context permits, an alternate lector acting inthe place of his or her appointing director). Event of Default means any ofthe events or crcumstances set ovt in Clause 12.1 (Events of Defaut) Extraordinary Resolution has the meaning oven to that term in the Thi Schedule.amy Member means any husbend, wife, brother, sister, father, mother, sn or daughter of any person, Financial Reporting Act means the Financial Reporting Act 1993, GAAP means, at any time, New Zealand generally accepted accounting practce as defined in Section 3 of the Fnandial Reporting Act. Guaranteed Indebtedness means the Secured Deposit Indebtedness, Unsecured Deposit Indebteciness and Note Indebtedness and each otner payment obligation of the ‘Company under this Deed. Holders means all ofthe Secured Deposits, the Unsecured Depostors and the Noteholders, and Holder means any of them Holding Company has the meaning given to that term in section 5(2) ofthe Companies act Labilties means tables which should be dassifed as such by GAAP, but does not Include Contingent Lebiltes, Major Secunty Stockholder means a holder for the time being of Security Stock where ‘the Principal tnereof is equal to or greater than 10% of the aggregate Principal o al ‘Secured Deposis outstanding fer the time beng. ‘Minimum Holting means, in relation to Secured Deposits, Unsecured Deposits or Notes, ‘any Secured Deposts, Unsecured Deposts or Notes (as te case may be) having @ Principal of $2,000, or such ather amount as FAI may specty fram umn to time. Note Certificate means a ceruiicate or ether writen acknowledgement given by FAL to 28 Noteholcer that Notes have been issued by FA to that Notehoder oteholers means the severl persons whose names ae fom tie tote entered In the Register of Notes the holders of Notes, ote Indebtedness means all moneys (inciuding interest) payable an the Notes end all ‘thes moneys payable to any Noteholder, orto or atthe discretion ofthe Trustee on behalf ofa Netcholcer under or pursuent to this Deed or the terms of issue of any Note. ‘Notes mean any and all unsecured and subordinated nates issued by FAL pursuant to ‘this Deed from time to time and for the tme being outstanding. [Notice has the meaning lven to tht word in Clause 22.2 (Nate), ‘rinary Resolution has the meaning given to It nthe Third Schedule,(Other Property means in relation to any CGM, all ofthat CG's present and future Interests in, and al ofthat CGP's present and future rights in relation to, any land and any other property, other than Personal Property ‘outstanding means, in relation to Secured Depesits, Unsecured Deposits or Hote, as the case may be, all Secured Deposits, Unsecured Deposits accepted, or Notes issued, other than any Secured Deposit, Unsecured Depost or Note, asthe case may be: (2) which nas been repald or redeemed pursuant tts terms and conditions (0) _Inrespect of which the date for repayment or recemption pursuant ts terms {and conditions fas occurred and the repayment or redemption maneys for which (including all ineerest accrued thereon tothe date for such repayment or redemption) have bean duly palé to orto the order of the Trustee orto any relevart paying agent and remain avaiable for payment; (©) which has become void pursuant to its terms and candtions; or (2) which has been purchased and canceled pursuant tts terms and conditions, ‘and (for certainty its declared that where any Secured Depostt Cerificate, Unsecured Deposit Ceritcate or Note Certificate has been replaced In wiole or in part by a new Secured Deposit Certificate, Unsecured Deposit Certieate or Note Certificate lsd in respect of such Secured Deposit, Unsecured Depest or Note then, tothe extent =o replaced and without prejudice tothe Secured Depost, Unsecured Deposit or Note evidence by such new Secures Deposit Certificate, Unsecured Depost Cerficate or Note Certificate, the original Secured Deposit Ceticate, Unsecured Deposit Cericate ‘or Note Cetiicate shal not represent outstanang Secured Deposits, Unsecured Deposits oF Notes. (CPNCS”) Permitted Non Charging Subsidiary mers any person which although a subsidary ofa CGM is not required to become @ CGM pursuant to Clause 7.12 because the Trustee and the CGM agree that tis a PNCS. Persona! Property means in elation to any OGM, all ofthat company’s present Personal property and after-sequired property, Induding ary present and future ight In relation to any personel propery, in each case, to which the PPSA appli PPSA means the Personal Property Secures Act 1989, Principal means: (2) _inrelation to any Unsecured Deptt, the amount (other than intrest) payable on the redemption ofthat Unsecured Depest; (©) Inrelation to any Securty Stock, the amount (other than interes, fees onc costs) ‘actualy or contingertly owing to the relevant Security Stocker;5 (©)_nelation to any other Secured Depost, the amount (other than interest) payable ‘on the redemption ofthat Secured Depast and (2) \nrelation to any Note, toe amount (other than interest) payable onthe redemption of cat Note, Prior Charge means any security interest over any f the Secured Property ranking in Dionity to the security interest created by or pursuant to this Deed ox, asthe case ‘requires, the princinal moneys secured by such secu ineerest. Priority Amount means $150,000,000. ‘Receiver mesns a receiver or receivers of al or any pat of the Secured Property ‘appointed under this Deed, and incudes a reeiver and manager or receivers and managers Redeemable Shares means al shares ised by FA which ae etner compulsorily redeemable in cash by FAI (other than on liquidation) or are redeemable In ash atthe ‘option ofthe heir er Fal. Register means te register of Secured Deposits, the register of Unsecured Deposits ‘and the register of Notes, asthe case may be, each to be kept by the Registrar ‘pursuant to ths Deed and Registers meens any two or mare of them as the case may be, Registores Aaldress mears, n respect of a Holder, his, ber ors address for the time betng recorded inthe relevant Register ‘Registrar means: (2) In respect ofthe Secured Deposits, the person (whether it be FAL r any other Person appointed by it fer the purpose) whicn maintains the Register in respect of such Secured Deposits; (©) in respect ofthe Unsecured Deposits, the person (whether tbe FA oF any other person appointed by it forthe purpose) wich maintains the Register in respec of such Unsecured Deposts; and (©) nrespect of any Notes, the person (whether it be FAL or any other person _eppeinted by it forthe purpose) which maintains the Register In respect of such Notes Related Party means any person cther than a member ofthe CG, whe Is (©) company, tust or ether person of which more than 30% ofthe shares (Including voting & non-voting shares), units or other interest are benefially onned by the cS;(0) the Holding Company or any ether company, trst or other person wha has 3 relevant interest (as deine In Section 5 ofthe Sacurties Markets Act $888) of ‘owe than 10% ofthe shares (Including voting or non-veting shares) in FAT, or any Subsidiary of FAL; (6) 2 Director of ary CGM oF of any other Subalciary of FA, (6) a Family Member of any person defined in areareph (b) or (e) above; (©) an Associated company; (8, 2 company or ther person In which any of the persons defined in paragraphs (c), (6) or (hin aggregate own or hold an ownership enttement more than 10% ; (9) 2 related company (as defined In Section 2(3) ofthe Companies Act) of FAI or of ‘any other Related Party referred tein paragraph (a ar (e) above; (8) any trust of which any director or shareholder (having a celevant interest of ‘greater than 10%) of FAL, any Subsiary of FA or any Associated Company, oF ‘any Family Member of any such director or shareholder isa trustee, setlor or beneficiary; (Erie Watson and Mark Hotchin, and any trust of which ether of them is trustee, sett or beneficiary; ()_any Family Wember of Ee Watson or Mark Hotehin nd any trust of whlch any amity Member i 8 trustes,settor or beneiiry oF (Kany company, trust or ther parsocin which any person or persons In () ard) In agaregete own or held or have a relevant interest of mare than 10% provides that if any shares, units or athe interests In any parson are Benecaly owned by @ CoM pursuant to a security interest whether registered or net that person shall not be a "Related Party” forthe purposes ofthis Deed, Related Party Transaction means any transaction of any nature between the Company {and a Related Paty, including (But not limited t): (8) the provision of financial accommodation by the Company te @ Relate Party; (©) the investment by the Company in the capital or equity ofa Relates Poty; (©) the transfer of assets between the Company ond @ Reloted Forty; (©) the provision of services by the Company to & Related Party or ta the Compeny by ‘a Relates Party; ane (2) the giving ofa guarantee, indemnity or ether commitment by the Company to, a the request of, forthe benef of @ Relate Party,bur eoes not incu (Othe provision of francialaccommedetion ty a Related Party tothe Compeny on arn’ length terms, or any payment by the Company to that Related Party of principal interest or other moneys in respect ofthat fnancal accommodation in accordance with those terms; (@) transactions with ¢ Related Party in relation to vestments ofthe Camaary which {are to be held ty the Related Party as nominee or trustee for the Company; or (b) payment of reasonable remuneration and expenses to a Director for his or her services a8 & Director. Retained Eamings means the $ amount shown as "Retained Earnings" in the monty ‘unconsolidated management accounts ofthe Company (prepared onthe basis of accounting policies consistent with those adopted forthe purpases ofthe Company's semi-annual and annual aucites ancl statement), Secured Deposit mears an amount from time ta time accepted by FAL asa sacured and lnsubordinated obigtion constituted under this Deed and forthe time being outstanding, and includes, unless the context expresly requires otherwise, Security Stock, ‘Secured Deposit Cerificate means a certificate or other witten acknowledgement ‘Ven by FAI o a Secured Depostor that a Secured Deposit has been accepted Oy FA, {and includes, unless Ue context expressly reques otherwise, a Securty Stock Ceruncate, ‘Secured Deposit Indebtedness means all moneys (including any interest and, inthe ‘case of Security Stock, costs ard fees) payable on te Secured Depesit and all ther moneys payable to any Securec Depasitr, orto or atthe craton of the Trustee on behalf of any Secured Dapesitor, under or pursuant to this Deed ar te terms of| ‘cceptance of any Secured Deposit Secured Depastors means the several persons whose names are trom time to time entered in the Register of Secured Deposts as the holders of Secured Deposts, and Includes, unless the context expressly requires otherwise, Securty Stockholders ‘Secured Property meansail Personal Property and al ther Property. Securities Act means the Securities Act 1978, “secur interest ears: (@) any mortgage, pledge, encumbrance by way of secur, en, charge, assignment by way of seausty or hypethecation;(©) any tite retention, prferetial nigh, trust arangement or ather agreement or arrangament te legal etfect of whichis the creation of security interest of any nature; er (©) any "secunty interest’ as that term is defined in the PPA, and security isto be construed accordinly but, for the avoidance of doubt, does not Incuge: (baiiments; (any rights or obligations (whether arising by operation of aw, by contractor otherwise) of o inthe nature of, set-of, netting, combination, consolidation oF retention of accounts, benker's len or analogous rights or olgations in relation to ‘or affecting any credit balances or other nancial obligations; (i)_any reservation or retenton of title to goods purchased inthe ordinary course of business, or other purchase money securty interest taken in colatral bya seller to the extent tet it secures the obligation to pay all or par f the collaterals purchase price (provided thatthe cllaterals purchased inthe ordinary course of business ofthe purchaser}; oF (iv) 2 secuty interest which constitutes a secunty interest under section 17(3)(b) of the PPSA which doesnot secure payment or performence of an obligation ar were the obigetion secured i incured in the orcnary course of business. ‘Security Deposit means secunty stock constituted by FAT in accordance with Clause 3.2 (Secunty stock, ‘Security Stock Cartieate means a certificate or ether wniten acknowledgement given by FAL toa Secunty Stockholder that Securty Stock have been consttted by FA for the benef ofthat Secunty Stockholder. Security Stockholder meens the several persons whose names are from te to me entered in the Regstr of Secured Deposts as the holders ot Secuty Stock ‘Senior Creditors means ail creditors of FAI In respect ofebiigetions other than Subordinated Debt or oblgations which ae subordinate tothe abligatons of FAL under the Notes, Statement of Finencal Position means 2 statement of financial pesition ofthe Company Prepared as at any date in accordance with GAAP and consistent withthe accounting prineples and practices applied in the most recent ennual avltedstatemert of financial position of the Company, provided always th (2) fat any ume when preparing any Statement of Financial Position the Company desires to make any material change in any accounting principle or practice applied in the mest recent annual audited statement of nancial positon a=‘aforesaid, such change shal only be made I the same is approved in wring by the Auettor; ana (©) Inthe case of al Statoments of FinarealPesition ether than those prepared as at {an annual balance date of a CoM, novel year end adjustments need not be mede and those items normally Included by Way of note need not be neue Subordinated Debt means any lablty of Fl forthe payment of money, the right to Dayment of which by the terms of ts creation oriesue, fs suborcnated to the css of ‘the Senior Creators and includes amounts payable In respect of the Notes. ‘Subsiclary_has the meaning given to that term in section 5(2) ofthe Companies Act, but asf “company” means a company wherever incorporated Tangible Assets means, at any tie, al assets except those assets which according to GAAP are considered tobe intangible asset, Tote! Contingent Labifties means, t any Ue, the aggregate amount of all Contingent Lbitties of the Company at tat date ether than any Contingent bly in respect oF Uuhich the Company has the benef ofa guarantee or indemnity from a bank, other ‘nancial institution or other person, in any ease having a cre rating orerede worthiness acceptable tothe Taste, Total Uabilties means, at any ime, the aggregate of (2) the amount of all Lables ofthe Company which would be discosed ina Statement of Financial Position if Statement of nancial Position were then prepared; (©) the Total Contingent Uabilties; and (©) the amount payable on redemption of Redeemable Shares, but does not inctude the principal amcunt of Subordinated Debt or Convertible Notes, Total Tangible Assets means at any date n relation to & CGM, the aggregate of the book values of the Tangible Assets (excluding, fr the avoidance of doubt, any defered tax assets) ofthat CGH wien would be csciosed by a Statement of inencial Postion If ‘a Statement of Financial Postion were prepared as a tat date, But excluding the book values of each Tangible Asset situated outside New Zealand (other than bank balances {and book debts situated outside New Zealand) whichis rot subject toa secur interest In favour of and tothe satisfecion of tre Tastee under or pursuant to this Deed, such ‘other specie security asthe Trustee may reasonably ragure or f any such security everest in favour ofthe Trustee is ited (by the charge itself o by anyother means) ta speced sum which is less than the aggregate amount ofthe Secured Depest Indebtedness, the Unsecured Deposit indebtedness and the Note indebtedness, andthe value of the assets subject thereto exceeds that specified sum, then there snal be ‘deducted the amount ofthe excess and, in any event, there shall be deduces the10 amount secured by any Securty Interest thereover ranking in pron ta the security interest in favour of te Trustee created by or pursuant to this Dee the Trust Deed and this Deed means this Trust Deed (Icluding the Schedules hereto) as originally executed and as it may from time to time be supplemented, modified or ovate ard, winen the context so admits, includes any deed which is ors expressed to be supplemental to or collateral with this Dae. Trustee means Perpetual Trust Lined or any other er substitute trates or trustees for the time being under this Deed ‘Unsecured Deposit means an amount from time to me accepted by FAI as a unsecured and unsubordnated obligation constituted under this Deed and forthe time being outstanding, Unsecured Deposit Certincate means a certificate or ether writen acknowledgement ‘iven by FAI to an Unsecured Depostor that an Unsecured Deposit has been accented by FAL Unsecured Deposit indebtedness means all moneys (including interest) payable onthe Unsecured Deposits and all ther moneys payable to any Unsecured Depasitor, orto oF atthe drection ofthe Trustee on behalf of any Unsecured Depostor, under or pursuant to this Deed or the terms of acceptance of any Unsecured Depost Unsecured Depositors mears the several persons whose names are fram sme to time ‘entered inthe Register of Unsecured Deposits asthe holders of Unsecured Deposit, 1.2 Construction Inthe construction ofthe Deed (@) Headings: The headings and marginal notes appear as 2 matter of convenience {and shall not afc the construction ofthis Deed. (©) Causes: In the absence ofan express Indicaton tothe contrary, references to Parts, Causes, sub~lauses, paragraphs and Schedules are tothe parts, causes, sub-auses and paregraphs ef, and schedules to, tis Deed. (© Statutes: References to any statute, statutory regulations or ether statutory Instrument shal be deemed to be references tothe statute, stantory regulations lor statutory Instrument as from time to Ume amended ar re-enacted ors the ‘context permits, provisions substitute therefor forte ume being i force, and in acdition reference to any statute Includes any statutory regulations or instruments from time to tine made and in force under that statute (©) Agreements: References to any deed, egreement or cther instrument shall be read as referring to such deed, agreement ar other instrument 2s from me to time modited, supplemented or novate.(©) _Singulars The singular Includes the plural and vice verse, and words importing ny gender incude the ether genders, (8) Successors and Assigns: Each reference toa person ta this Deed shal be read as 2 reference to that party and its successors, executors, administrators, personal representatives and permitted assigns (28 soplcable), (9) Currency: Al references to money shall, unless the contrary i tated or necessarily implied, be Geemed tobe references to New Zealand currency: (0) At any time: The expression 3¢ any time leo means. from time ta tine, (Material adverse eect: reference to something having @ materiel adverse effec on the Company is 8 reference to It having @ material adverse effect on the financial condition or operations ofthe Compary, which materially adversely affects the ablity of the Company to perferm ar comply with its obligations under this Deed or in relation to ary Secured Deposits, Unsecured Deposts or Notes. (Person: reference to 8 person Includes any person, frm, corporation, ‘government, state or agency ofa state or any association, trust, unt test or partnership (whether or not having separate legal personality ar two or more of the foregoing and eny reference to a parlcler person incluces a reference to thet Persons executors, administrators, successors, substitutes (Inducing by novation) and assions), (Boy corporate: A reference to @ body corporate includes ® company, @ corporation, @ state and an agency ofa state. (0 Dssolution: reference to dissolution means, in relation to a body corporate, Is liquidation or removal from the easter maintained by tha relevant authority, ‘and also includes statutory management or any equivalent or analogous procedure. 1.1 Companies Act Terms Unless atheruise defined in this Deed, words defined inthe Companies Act shall have the same meanings in tis Deed 1.2. PSA Terms Inthis Deed uness the context requies athermise, the fllawing words and ‘expressions (and grammatical variations of tern) shal have the same meanings ‘as. are even to them under, orn the context of, the PPSA: accession, account receivable, advance, aerscquired propery, attach, chattel paper, callatral, ‘document of tte, fnancing change statement, Mancing statement, ture ‘vance, goods, intangible, investment secur, land, personal property, ‘proceeds, purchase maney securty interest, secured party, vericaion statement land wrting,2 APPOINTMENT OF TRUSTEE [FAT hereby appoints the Trustee, and the Trustee hereby accepts appointment, as trustee forthe Secured Depostors, the Unsecured Depostors and the Notehalders ‘on the terms and subject tothe provisions ofthis Deed and aplicatte law, end withthe rights, powers, duties and obligations in respect of any Secured Deposts, Unsecured Deposits or Notes conferred by this Dae or (eave tothe extent that 's affected by the express provisions ofthis Deed) by applicable la,PART 11: CONSTITUTION OF SECURED DEPOSITS, UNSECURED DEPOSITS AND Notes 3 SECURED DePosiTs: 3. Acceptance of Secured Deposit FAT may at any time accapt Secured Dees ‘rom such persons, on such terms and coneltions (not being inconsistere with the provision of ts Deed, in such currencies as FAI may fram time to time determine, ang, pursuant to Cause 3,2, may constitute any secured and unsubordnated debt obigtion of FAK to ny person or persons (which shall be on such terms and cantons (not being Inconsistent vith the provisions ofthis Deed), In such currencies and whether securing obligation of Fal for borrowed meney or secuxing atherabligtions of FAA, In all eases as FAI may from time toe determine, as Secured Stock, provided that no Seoxred Depot (a) may be so constituted pursuant to Clause 3.2 o¢ socunty for fuctuting amounts of present or future labile, debts or vances (whether by Way of indemnity, guarantee or otherwise) of FAI, other than Secunty Stock) andyjor (©) may be acceptes or so constituted if PAT sin breach, or woud as a result of such accepted or constitution be in breach, of any of tha Imiations ‘contained in Clause 10.1 Limitations) or any ether provision of ths Deed, 3.2 Security Deposits ‘A Secured Deposit may be constituted pursuant t tis Deed forthe benefit of any person asa Security Depostin the frm or tothe effect ofthe Securty Stock Ccertficate set out n the Second Schedule and such Security Stock may be constituted as continuing securty for the payment of any present or future labiles (whether by way oF indemnity, quarartee or other'se) loan, credits, ‘vances, discounts and other accommodation oft, for, on acount of erat the ‘request of FA, together with interest and other moneys as the relevant Securty ‘Stock Cersiiate so provides. 3.3. Provisions Relating to Security Stock Security Stock constituted pursuant to this Deed shall not be transferable without the consent ofthe Trustee and shal at al imes beheld ypon and subject tothe ‘express condition (nbich shal be mentioned in every Security Stock Cerfiste) that, upon a dstbution ofthe moneys avalable for payment to Secured Deposits pursuant tothe provisions of Cause 12 (Distribution of Funds), every Sect Stockholder shall be entitled to payment pari passu withthe other, Secured Depostors as to Princpal in respect oni af the Principal ofthe Stock Deposits held by thet Security Stockhelder as the case may be and, as to interest, ‘only to Interest calculated in accordance withthe provisions ofthe relevant Security Stock Certificate Issued in accordance with tvs Deed3.4 Ranking of Secured Deposits Inter se the Secured Deposits shall ank pari assu as to payment of Principal and Interest notwithstanding tat they are accepted at cferent dates or on sferent terms. 2.5 Brokerage FAT shall be ented to pay commission, precurement fee or brokerage to any person for subscribing fer, underwriting the subsition of or taining ‘subseriptions fr, any Secured Deposts. 3.6 Cancellation ach Secured Deposit shall be automatically cancelled unon the redemption of that Secured Depost, whether upon maturty or ctherwise, 3.7 Covenant to Repay Secured Deposits (2) FAL acknowledges its indebtedness tothe Trustee in respect ofthe Pincinal ‘outstanding trom time to time in respect ofthe Securee Deposts anc Interest thereon whenever such Secured Deposts are accepted and ‘covenants with the Trustes to pay tothe Trustee when due, in the currency ‘and manner in which the same is payable, & such place as the Trust shal by wniten notice direct, the Principal of such Secured Deposits an, unt such payment, FAL wil pay to the Trustee interest on such Secured Deposits Inthe currency and manner in wich such interest is payable in accordance vith the terms and condltions of acceptance of such Secured Deposits, Drovided that FAI may, If t gves the relevant Holder 14 days’ writen notice ofits intenton to do so, repay all Secured Deposit Incebtedness prior tits stated maturty date (©) Notwithstanding the provisions of sub-clause (a, FAL shall unless and unit ‘otherwise requested by the Trustee or prevented bylaw, pay all Pinal ‘and interest in respect ofthe Secured Deposts accepted by Flt the relevant Secured Depositors in accordance with the terms and conitons of acceptance of such Secured Deposits, and each such payment shal operate {35 payment to the Trustee in satisfaction, tothe extent of the payment, of {the Indebtedness acknowledged by tis Clause 5.7 3.8 Payment (2) As 2 condtion precedent to reeling payment ofthe Precip of the Secured Depost, FA or the Testes (as the case may be) may require thet the relevant Secured Depesitor shall produce, In the case of part payment, {and surrender, inthe ease of payment in ful the Secured Depostt CCertiate for that Secures Depost to FAI a, incase of contemplated payment by the Trustee, to the Taste, provided always that ts suo- Cause (2) shal not preciude payment by FAI or bythe Trustee without production ofthe Secured Depost Certifeate if FAL or the Trustee so elects. 1 the production of the Secured Depostt Cerificate is reared, upon payment in part, the Secured Depest Certificate shal be endorsed accordingly and returned tothe Secured Depasitor and, upon payment in‘ul, the Secured Deposit Certiteate shal be deemetto have been cancelled ‘and surrendered to FA (©) Any Prinopal and interest payable in respect of any Secured Depost may be ald by direct creat to the bank account nominated by te relevant Secured Depositor in wnting or by cheque or warrant crossed "at transferable” sent through the post to the Reostered Address ofthe Secured Depostr or, in the case of jint Secured Depositors, to the Registered Acres ofthat joint Secured Depostor who Is frst named on the Register in respec: of such Secured Deposit, orto such person and to such address asthe Secured Depositor or joint Secured Depositrs may in writing direct. Every such cheque or werrant shall be made payable to the orter ofthe person to whom its sent or to such other personas the Secured Depositr ar joint ‘Secured Depostors may in wetng direct, and payment of such cheque or warrant tothe Secuted Depostor, orto such other person as the Secured Depositor or joint Secured Deposits may so direct, shal be a satisfaction of the Principal or intrest n respect of which it was erawn. (©) Tr severl persons are entered in the Register as joint Secured Depostors of ‘any Secured Depost then, witout prejudice to sub-cause (b), the receipt lof any one of such persons fr any Principl or intrest fom time to time payable on or in respect of such Secured Deposit shal be as etective @ ‘scharge to FA asf the person signing such receist were the sole registered Secured Depostor of such Secured Depost. 3.9 Right to Deduct Withholding and Other Taxes FAL or the Trustee, a the case may be, shall be etited to deduct from any ‘amount payable to a Secured Depesitor the amount of any withholding or other tax or duty required to be deducted in respect af such amount under te laws of New Zealand. Where any such deduction Is or has been made ane the amount ‘thereof accounted for by FAI or the Trustee, as the case may be, tothe ‘Commissioner of triand Revenue cr other aporoprite autho and the balance of ‘the amount payable has been pala to the Sacured Depositor concerned, the fl ‘amount payable to such Secured Depositor shal (subject to any agresmant in uniting tothe contrary with the Secured Depasitor) be deemed to have been duly ald and satisfied by Fr or the Tastee, asthe casa may be. 3.10 Unclaimed Payments to Secured Depesitor 1 any payment made to any Secured Depostor pursuant to Clause 3.7 (Covenant to Repay Secured Deposits a that Secured Deposter’s last Registered Acres I returned unclaimed, or any amount is due to @ Secured Deposttar whose adcress is unknown, the amount thereof may (uniess neice ofa change of Registered ‘Adress has inthe meantime been recived by FAl) be retained by FAT and held for such Secured Depositor uni claimed without labilty to invest te same or pay Ingerest thereon. Any maney unciaimed for 6 years o longer may be foreted by the Board forthe benefit of FAI provided always that FAL must at any ime thereafter pay the relevant amount to any person producing evidence of entitlement.16 aaa No Secured Depositor shall be concerned or obilged to enquire whether any ‘Secured Depost hes been accepted or any borrowing made or lables (actual or contingent) incurred in contravertion of ay provision ofthis Deed. All Secured Deposits accepted for valuable corsideration shall be deemed tobe vaialy accepted and constituted by this Deed anc enitid tothe benef of the provisions of tis Deed, notwithstanding that it may subsequently be determined that the acceptance of such Secured Deposits or any borrowing made or lables (actual ‘or contingent) incurred in respect of such Secured Depesits was in breach of any provision ofthis Deed. This Clause shall not however prejucice or affect the Trustee's nights under or pursuant to this Deed against tne Company in relation to ‘such breach. Enforcement of Secured Depositors’ Rights "io Secured Depositor shal be entitled to proceed directv against the Company Unless the Trustee fails to enforce any rights and remedies against the Company ane naving become boune to doo n accordance with te provisions of thle Deed. ‘Secured Deposit Certificates (@) Subject tothe cenations of ssue of any Secured Deposit, FAL may (anc ‘half egulred by aw, the Tustee or the relevant Secured Depesitr) send to each Secured Depastor a certificate or other writen ‘acknowledgement of the Secured Deposit, such certicate or other watten acknowledgement tobe in reasonable denominstons, fo nce the Information set out in ether the First Schedule arte Second Schedule (9s appropriate) and to be in such form approved in writing bythe Trustee, Each Secured Deposit Certtcate may be executed on behalf of FA! by the ‘manual or facsiile signature of the person authorised by the Bosra forthe purpose. (©) Secured Depost Certificates shall no consute documents of tle, Entitlements to any Secured Deposits shal, except as required by fw, be determined solely by erty in the Register. (©) dont holders of Secured Deposits shall not be entitled to duplicate Secured Deposit Cericates in respect of te Secured Deposits held by them joity and the Secured Deposit Cericates In respect ofa joint holding may be “elivered to such afte joint holders a the Joint holders may in writna iret or FAT may select Replacement Secured Deposit Certificates (2) FAT may at any time issue on such terms and condtions as FAI may reasonably require: (inthe case ofa transfer ofthe Secured Depostspecited In any ‘Secured Deposit Crtifate, a new Secured Depase Cerieate for such Secured Depost to the transferee thereot and inthe case ofa trensfer of part oniy ofthe Secured Deposit specified in any SecuredDeposit Ceticate a nen Secured Depestt Cerifcte in respect of the Secured Deposit transfered to the transferee thereof and 2 new ‘Secured Depost Certain respect ofthe balance to the registered holeerthereo; (i) several new Secured Deposit Certificates in respect ofthe Secured Deposts specited in any Secured Deposit Certifcate In exchange for the later {il) anew Securty Stock Certfeate to the relevant Security Stockholder In exchange for any existing Security Stock Certiicate oF Certificates for such Security Stock (whether denominetes in the same currency 28 the existing Secunty Stock Certificate or Certieates or nt). (©) Fat may, a the request of Secured Depostor, issue a Secured Deposit Cerufiate in replacement of lest, destroyed, demaged, worn-out or Incorcectcertiteate subject tothe Secured Depostor proving the existing ‘Secured Deposit Cerate to FAI where pesibie, and subject to FAL receiving such Indemnity a5 it may reasonably require a to loss oF destruction 3.15 Obligation to maintain Register FAI shal appoint a Reaist-a to estebish end maintain the Register of Secure Deposits. The Register may be FAL self or any ater person determined Dy FAL ‘and, ifthe Registrars FAI, may maintain the Register arnong its genera accounting records or separately. The Register may be kept atthe registered ‘fice of FAT or at such other place in New Zealand as FAI may from me to time determine and advise the Trustee by wntan notice. If the Registrar is rot FAL, FAT shall use reasonable endeavours to ensure that the Reglstrar compiles with al legal reairements reiting tothe malntenance of registers of securities and the requirements of this Deed. 3.16 Entries in Register ‘The following provisions shall apply in respect ofthe Register (2) There shall be entered in the Register such particulars in respect ofthe ‘Secured Deposit ais required by law oF the Trustee ar 3s FAI thine ft (©) FAT shall comply with all statutory requirements applicable to the Register. (©) Any Security Deposts shal be indicated as such in the Register (@) Any change of name or address of any such Secured Depostor or the issue of any replacement Secured Deposit Certificate shall ferthwth be noied FAL in writing ard the Register shall be amended accordiraly. (@) The Trustee, any Receiver, any Secured Depasitor and any person ‘uthorised in writing by any of such persons may, without fee, (and any ‘other person may, upon payment of a fe prescribed by the Registrar), 2 allaa? aae 18 Feasonable times curing office hours, and on reasonable netic, inspect the Register and take copies of, or extracts from, the same. (0, The Register may be dosed fr any period or periods, nok exceeding tity days in total in any one year. (@)_ the Reaister or patcuars tobe entered thereon s kept by computer, the system shall be such esis approved by the Auctor, such approval not tobe unreasonably withheld. (®) Te Register shal be aueted by, orto the satisfaction of the Audtor at regular intervals of not mare than 12 months or ypon request in wrting by the Trustee ifthe Trustee has reasonable grounds for believing the requirements of tis Clause 3.16 are not being complied wth In relation to the Register. Terms and Conditions ‘The Secured Deposts shal be Held by the Secureé Deposttars with the benef of ‘and subject tothe flowing provision, terms and conalons (referred to ints Deed as the terms and conditions of or applable to, the relevant Secured Deposits): (0) This Deed: such ofthe provisions ofthis Deed as are applicable to those Secured Deposits; and (©) Secured Deposit Cotifcates: the terms andl conditions endorsed on or relating to ary Secured Depost Certiiates for those Secured Deposits and the terms an conditions spectfeg to be applicable to such Secured Deposts Inany dee, agreement, prospectus ar investment statement, aplication form or other document (whether supplements! to thie Deed or nt) lsued lr executed by FA in elation to the acceptance or offering of such Secured Deposits and which the Secured Deposttor has accepted (whether expressly ‘or otherwise), {and all such provisions, terms and contons stall be binding upon FA, the “Trustee, the Secured Depositor and al persons claiming under or through them respectively, The Secured Depostor and al persons clming by or through them are ceemesd to have notice ofall such provisions, terms and conditions Alteration of Terms and Conditions of Issue of any Secured Deposit (2) FAL may, at any time and by prior arrangement wit the Secured Depostor ‘or group of Secured Depostors concemed, alter any ofthe terms or conditions attached to any Secured Deposit or Secured Deposits, provided that ro ateraton may be Inconsistent with any of the provision ofthis Deed, (B) Details of any such alteration shall be recerded in the Realster in respect of the Secured Deposts affected and FAL may issue @ new replacement8 Secured Deposit Certificate or Cebfiates in respect of such Secured Deposits emboeying the terms and cantons of any such alteration. 3.19, dentity of Secured Depositors ‘The Secured Depositors are to be regarded asthe beneficial owners ofthe Secured Deposits registered in the'r names respecively inthe relevant Register and as exclusively ented to those Secured Deposits, and FAI, the Trustee, any Registrar and al other persons shall (inthe absence of any fraud or wilful default) {act accordingly, Nether FAI ner any Registrar shall be bound to enter in any Register notice of any trust or, save as provided inthe relevant Secured Deposit Ceraiicate or except as orcered by 8 Cour of competent jurscetion, to recognise any test or equty affecting the ownership of any Secured Depasts or the money thereby represented. The receipt ofthe person whose name is registered Inthe Register asthe Secured Depostor of any Secured Deposit for the amount payable In respect thereat shall be 8 good discharge to FAL, notuftnstancing any notice it ‘may have ofthe right, tite, end interest or dam of any ather person to, or in respect of, the amount so payable. 3.20. Exclusion of Equities Every Secured Depositor wll be recognisad by the Tastee as ented to the ‘Secured Deposit held by tand tote Principal ane interest payable thereon fee from any equity, set-off or cross calm between FAI and any prior holder tract 3.21. Taxation Indemnity Whenever, n respact of any Secured Deposit there shell by lw be imposed any liability on the Trustee or che Company to make any payment ef, or on account of, tax payable by the Secured Dapasters, the Truste and the Company respectively shal In respect of such lablity, be indemnified by such Secured Depositors and, In the case of the Trustee adaltonaly by the Company (In respect of which the Company shall n turn be indemnified as aforesaid) and any moneys pad by the ‘Trustee and the Company in respec of any such liblity may be recovered from such Secured Depostor or the Company (asthe case may be) as a debt due to the Trustee or the Company. Nothing contained In this Clause 3.21 shall prejudice or affect any other right or remedy ofthe Trustee or the Company. 3.22 Transfer ‘Secured Deposits (other than Securty Stock) may be transferred by the Secured Depesitors In accordance with such procedures and onthe production of such transfer ard ther documentation af determined by FAL to be approprite either ‘generally o for particular Secured Deposits, provided that, following any such transfer, nether the transferee nor the transferor holds Secured Deposits that are less than @ Minimum Holding. In any case, the transferor f Secured Deposits shall (notwithstanding any provisions tothe contrary as contemplated In {Clause 3.25 (Terms of Secured Depost Prevail) be deemed to remain the ‘Secured Depositoruntl the name of the tarsfere has been entered In the Register.20 3.23 Death, Insanity or Bankruptcy of Secured Depositor [Any person becoming enitied to any Secured Deposit as a consequence ofthe death, Insanity or bankrupty ofa Secured Depestor may, upon producing such evidence as to Its right or tle asthe Board shall require, be registered asthe Secured Depostor or may transfer such Secures Dezast In accordance with the provisions ofthis Deed. The executors or administrators of deceased Secured Deposttor (nt belng ane of several joint Secured Depesitors) shall be the only persons recognised by PAI and the Trustee as having any ttle t, or interest, the Secured Depost so held by that Secured Depositor. Inthe event of the death of any Secured Depostor who helé any Secured Depest Joint, the surviving Joint ‘Secured Depostor or Secured Depostors shall be the ony person or pe'sons| recognised by FAT andthe Trustee as having any tive oor intrest n such ‘Secured Deposit. FAI may retain money which is payable upon any Secured Deposit to which this Clause 3.23 apples until a transmission or transfer ofthe Secured Depost shall have been registered on such terms and conditions as it ‘considers reasonate, 3.24 Minimum Holding FAI may, at any tie, give notice to any Secured Depestor whose Secured Deposits are ess than a Minimum Holding tht, I 2t the explration of 3 months ‘after the date tne notice is gven, te Secured Depostor stil holds Secured Deposits at are less then a Minimum Holding, FAI may exerase the pawer of sale of those Secured Deposits set out In this Clause 3.24. If that power of sale becomes exercsabie (0) FAL may arange for the sae of those Secured Deposits; (0) the Secured Dopositor shal be deemed to have authorised FAL to act nthe ‘Secured Depostors behalf and to execute all necessary documents for the purposes of that sale; (©) FAI shall acount to the Secured Depositor forthe net proceeds of sale of the Secured Deposits (after deduction of reaconable sale expenses), which shall be held on trust for the Secured Depositar by FAI and pac to the ‘Secured Depostor on the surrender of any Secured Depot Certificates for the Secured Deposit sld; ard (©). the tte ofa purchaser of Secured Deposit sed pursuant to this Clause 3.24 shall not be affected by any regularity or ivality in the exercise af pomer of sale or the sale ise, 3.25 Terms of Secured Deposits Prevail “The provisions of Causes 3.22, 3.23 and 3.24 above shall (ave as ethene provided in the second sentence in Cause 3,22 (Transfer) be subject to any terms and conditions ofthe relevant Secured Deposit which restrictor prescribe procedures forthe transfer thereof or which otherwise exclude or are inconsistent with such provisionsa 4 UNSECURED DEPOSITS. 4.1 Acceptance of Unsecured Deposits [FAT may at any time accept Unsecured epost from such persons, on Such terms {and condivons (not being Inconsistent wih the provisions ofthis Deed) and in such currencies as FAI may from time to time cetermine, provided that no Unsecured Deposits may be accepted by FAT I FAs in breach, or would as a resuit of such acceptance be in breach, of any ofthe imitations contained in ‘lause 10.1 (Limitations) or any other provision ofthis Deed 42 Application Clauses 3.5 to 3.25 (inclusive) shall be read as apelying mutatis mutandis to Unsecured Deposits and, unless the context otherwise requires, al references to (2) Secured Deposits and Secured Depostors shall be deemed to aso refer to Unsecured Deposits and Unsecured Deposttrsrespecvely; (0) Secures Depost Certifeate shall be deemed to also refer to Unsecured Deposit Ceriate 4.3. Ranking of Unsecured Deposits Inter se each Ursecured Depost shal rank par pass as to payment of Frncpal and interest notrtnstanding that tis accepted a diferent dates or on atferent 5 Nores 5.1 Issue of Notes FAI may at any time issue Notes to such persons, on such terms and conditions| (notbelng inconsistent with the provisions a hs Dees) and in Such currencies a FAI may from time to time determine, provided that no Notes may be issued by FALIPFALIS in breach, or would as 6 resit of such issue be in breach, of any of the litatons contained in Cause 10.1 (Liitetions) or any other provision ofthis Desa, 52. Application Clauses 3.5 to 3.25 shall be read as applying mutatis mutandis to Notes ond, lunless the context otherwise requires, all references to (2) Secured Depostt and Secured Depositor shal be doomed to also refer to Notes and Noteholders respectively; (©) Secured Deposit Certificate shall be deemed to ao refer to Note Certifeate; (©) Secured Deposits being accepted” shall Be deemed to also refer to Notes beng "issued"; ane (@) “due” shall be “due and payable2 5.3. Ranking of Notes Inter se each Note shall rank pari assu as to payment of Principal and interest otwithstanding that iis issued at ciferent dates or on diferent terms, 5.4 Subordination of Notes ‘The Notes are cect, unsecured, subordinated abligetons of FAT and rank atleast {equally with al other Subordinated Debt obligations of FAL. In any dlstibution of assets of FA In any dissolution of Al, the rights of the Noteholders (and the ‘Trustee acting on behalf ofthe Noteholérs) as to payment of any Nate Indebtedness shall be subrcinatec to all moneys payable by FAI ta Senior ‘creditors, so that n any such astribution (out net others) no payment shal bbe made on account of any Note Indebtedness unt the Senior Crettos have been paid in ful. The Trustee sarees, end by subscribing for a Note, each Notaholder shal be deemed to agre, that (2) Agreement to accept lower pronty: In accordance with Section 313(3) of ‘the Companies Act, the Notenolde is acapeng a lower pio i respect of the debt represented by each such Note than I woul otherwise have under Section 313(3); and (©) Deed to take eet in accordance with its terms: nothing in Section 313 of ‘the Companies Act wil prevent this Deed from having effect In accordance vith ts terms. 5.5 Contingent Debt In any dissolution of FAL, the Noteholders (end the Trustee acting on behalf ofthe ‘Notcholders) shall not be entitled to prove forthe Note Indebtedness except as 2 eb which is subject to, and contingent upon, prer payment of the Senior (rectors in fl 56 Nosetort Mo Notehioider shall be ented to set of, against any amounts due in respect of ‘any Note held by that Noteholder, any amount held By that Noteholder tothe ‘et of FAT, whether in an account, n cash or otherwise, nor any acvances to, oF ‘debts of, FA, nor any other amours owing by the Notsholder to FAI on any account whatsoever, nor shall any Noteholder be ented to eect any reduction lof the amount due to that Noteholder in respect of Note by merger of accounts lorlien or the exercise of any ther viht, in all such cases the efact of which set- off, merger, len or exercise of such right is or may Be ta reduce the amount due In respect ofthat Note in breach ofthis Deed. 57 Trust [Any payment, whether voluntatly or in anyother ercumstances recelved from or ‘on account of AL (Including by way of credit, set off ar otherwise) or fram any Niguldator, provisional liquidator, receiver, manager, recever and manager or statutory manager of FA in breach of this Cause 5, wil be held by the Trustee oF the relevant Notehalder in bust for and tothe order of the Senior Creditors. The ‘trust hereby created shall be fora term expiring en the eal of tne date on ‘which all Senior Crettos have been paid in full ora date fling 80 years from theate of ts Deed. For the sake af ant, nether the Trustee nor ary Noteheldar shall have ary obligation under tis Clause 5.7 n respect of any payment recelved by anyone other than itself. Insofar asthe trusts may be a secur interest for the purposes ofthe PPSA, the Trustee shall have no obligation whatsoever to register a financing statement in respect ofthat secunty interest uncer the PPSA, ‘or to comply with any registration obligations under the PPSA. 5.8 Performance of Trusts “The trust mentioned in Cause 5.7 (Test) may be performed by 2 Noteholder oF ‘the Trustee by paying oF repaying the amaunt so received or ecovered, ors much thereot 2s shall be necessary to ensure that al of the Senior Creitors are {uly paid or repaid, on trust to the ligudator of or otver person charged with ar responsibe for the making of eistributions on behalf ef, FA or, where there isn such person, FA, for cstbution tothe appropriate Senior Creditors, The receipt ‘ofthe liquidator ar other sucn person or FA, shall be good clacharge tothe Notehoider or the Trustee forthe performance by i ofthe trust mentored in ‘clause 5.7 (Trust). Any amount which becomes subject tothe tnt mentoned in Clause 5.7 (Trust) and which s paid or repaid by eny Notehoder, as the case may be, or tie Tustee pursuant to this Clouse 5.8 shall thareattr be created 2s, between FAI and the Trustee or the Noteholder a ft had never been received or recovered n the fst place 5.9 Amounts Payable Prior to Liquidation Nothing in this Clause 5 shal restrict the payment of interest or the repayment of, Pinal in respect of any Note pie to the @ssolution of FAL, and the Tastee ‘and, inthe circumstances permitted by this Deed, tre Netehaiders shall be entitled to receive and, subject alvays to Causes 5.4 (Subordination of Notes) and 5.40 (Suspension of Interest, take action to recover such amounts from FAL ‘Tho payment by FAI and reclpt by the Trustee or 8 Noteholder of any such ‘amount shall not consttute 2 breach of Clause 5.4 (Subordination of Notes) oF be subjectta the trust mentioned In Cause 5.7 (Trust). 5410. Suspension of Interest FAI may suspend the payment of interest on the Notes as follows: @ © (the payment of such interest would cause the currence of an Event lof Defeu ora breach of any agreement or arrangement between FAL ‘and any Senior Crestor: of (the Board (or, if FAL isin receivership, administration, lgudetion or statutory management or otherwise under the cotral of @ person or persons other than the Bos, the Receivers, administrate, hqudator, statutory manager or that other person or persons) believe, on| reasonable grounds, thatthe payment of such interest would cause the occurence of an Event of Default or a breach of any agreement or ‘arrangement between FA and any Senior Creditor,2 FAI may suspend the payment of interest on the Notes by giving @ noice to the Trustee to that effect (Suspension Wotice). Such suspension shall take effect from the date speced inthe relevane Suspension tic, which may be before (out not more than 14 days befor) the delivery tothe Trustee of that Suspension Notice, and shal continue untl the Suspension Neti = terminated as determined by Cause 5.10(¢), (©) Each Suspension Notice shal incorporate o certiteate signed by nat less than 2 Direcars on behalf ofthe Board stating thatthe clcumatances specified in Cause 5.10(8) exist (provided that FFAL is in cecevership, _acmiistration, iqudation or statutory management, or otherwise under the ‘control ofa person other than the Directors, then the cerifeate Incorporated inthe Suspension Notice may be given to the Trustee by the recever, acministator, liquidator, or statutory manager or by that other person). FA shall fling which the Trustee shall use ressonable ‘endeavours to, promptly after the Suspersion Notice tothe Trustee has ‘been given, give notice to Netehoers of the suspension of interest in ‘2ecordance with that Suspension Notice (©The Trustee may, without enqulry, accept and rely on ary Suspension Notice as condusive evidence of the eustence ofthe circumstances specied ln that Suspension Notice, and the Trustee shall not be obliged ta enquire further ort call for an Auditors report, (2) If payment of interest is suspended pursuant to this Cause 5.10, the ‘obligation to pay that interest shall not be extinguished, ana interest shall ‘continue to acerve onthe Notes, provided that neither the Trustee nor ay Noteholder shall be entitled to take any action (incung, forthe avoidance ‘of doubt, eny action to wind up FAl) to recover that interest for 80 long a= the suspension continues but without prejudice tothe ight of te Trustee or any Notebolder to prove in repect of al such suspended interest the liquidation of AL, The interest accrued (whether before or oer the date of “suspension) shall be paid by FAL when and if the creumstances specied In ‘Clause 5.10(a) cease to est and, upon the crcumetancesepected {Glause 5.10(a) ceasing to exist oF upon the commencement of the liguidation of FAI, the Suspension Notice shall be deemed to terminate, The Ineerestaccrusd shall elf bear intrest atthe rate set out in the relevant terms of offer compounded at six monty Intrvals unl the termination of the Suspension Notice ag determines by tis Clause §.104¢). (©) At any time while payment of interest suspended pursuant to this Cause ‘5.10, FAI (ar, \F FAL in eceWvership, administration, Iquidation or statutory management o otherwise under the contre of a person or Persons other than the Board the Recevers, , administrators, quidator, statutory manager or that ether person or persons) may, and at the request ‘ofthe Trustee shal, produce @ report from the Auctor within 20 Business Days addressed to and for the benefit ofthe Trustee ae te whether the ‘drcumstances specified in Clause 5.10{a) existed and whether such ‘reumstances continue to exist. If hat repoct expresses the opinion thatsat 5.2 6a 25 the creumstances specied in Clause 5.10(a) didnot exit, than the ‘Suspension Notice shall be of no effect and FAI stall nay to the Noteheders the interest accrued onthe Notes since the date of suspension and interest on the accrued interest (if any) and the ebigaton to pay interest onthe Notes shal be reinstated with immediate effect. If that report expresses the ‘pinion thatthe circumstances specified in Clause 5.10(a) existe but do not continue to exs, the Suspension Notice shall be deemed to have terminated in accordance with Clause 5.10(d) trom tre date species inthe report asthe date on which the circumstances specie in Cause 5.10(a) ‘ceased to est, oI there Iso such date specified inthe report, the date cf the report. The Trustee may without enquiry accept and rly on any ‘Audtor's report provided pursuant to this Cause 5.20(e) contracts Privity Act For the purposes af the Contracts (Privy) Act 1982, the proisons ofthis ‘Cause 5 (other than Clauses 5.9 and 5.12) and Clause 14 Msceaneous Provisions as to Payment) ar intended to canfr a benet upon the Sertor Creators and tobe enforceable by the Senior Crettors drecty ‘Trustee's Rights Not affected Nothing in his Cause 5 or elsewhere in ths Deed shall exclude iit, defer or “otherwise prejute: (2) the ight of the Trustee to take any acon on behalf ofthe Secured Deposiors or the Unsecured Deposttors; (©) the right ofthe Trustee o, in the circumstances permitted by ths Deed, a Noteholder to take such action a is permitted by this Deed; (©) the Hht ofthe Trust to seek dretions of or guldance by any cour, tsbunal or other authorty as to the performance of is functions and dies Lunde this Deed or otherwise in relation to ths Dead (2) any proceedings taken by the Trust and/or any Noteholders at any time seeking a judgment or an aréar declaratory of the rights and/or obiigations of any Notcholder or ether ofthe parties to thi Deed or any other person having an interest in tis Deed; (©) the ight of te Trustee of inthe circumstances permitted by this Deed, my Notenolde to take proceedings in respect of any breach or threatened breach of, orto compel or enforce performance of ny ofthe covenants ang ‘obligations ofthe Company under tis Dee. RANKING OF SECURED DEPOSITS, UNSECURED DEPOSITS AND NOTES. Ranking Inthe execution or purported execution ofthe trusts crested by or pursuant to this Deed or of any powers, authorities or dscetion vested int by or pursuant this Deed and whether in elation tothe enforcement ofthe security interest62 26 rested by or pursuant to this Deed, the apaointment ofa Recelver or the realisation ofthe Secured Property or otherwise howsoever, the Trustee shal at all times regard (2) the interests ofthe Secured Deposttor as paramount tothe interests of each ofthe Unsecured Depesitos andthe Noteholders; and (©) the interests ofthe Unsecured Depositors as paramount to the Interests of teach ofthe Noteholders, andthe Trustee shal at all mes act accordingly. Waiver ach ofthe Holders are deemed to have consented to the Trustee acting as ‘trustee under this Deed for the Secured Depostors, tne Unsecured Depestors and {the Notenolders, and to have waived any nghts against the Trustee arising from Its acting inal or any of those three capacties.7 PART III: SECURITY INTEREST 7 SECURITY INTEREST AND AGREEMENT TO MORTGAGE 7.4 Security interest (@) Each CGH grants tothe Trustee a securty Interast inal af Rs Personal Property to secure the payment ofthe Secured Deposit Indebtedness. (©) Each CGM charges in favour of the Trustee al fits Other Property a= security for the payment of the Secured Depost Indebtedness. 7.2. Agreement to mortgage land Without iting Cause 7.1(0), each CGM agrees to mortgage all of Its present sand future interests in any land tothe Trustee as security forthe payment ofthe ‘Secured Deposit Indebtedness. 7.3. Transfer of accounts receivable and chattel paper Inthe case ofall a CGHs present anc future accounts receivable and chats paper, and al ofthat CGMs present and future ght in relation to any accounts receivable and chattel paper, the security interest provided for by Cause 7.1(2) takes effect as a transfer and assignment thereof tothe Trustee, 7.4 Fixed charge over Other Property “The charge created by this Daed is a fxee charge in elation to Other Property. However, where that charges nat legally elective as a fixed charge, then ony for ‘50 ong as, and only to the extant, It may not be so legally effetve, that charge vil be 2 floating charge until suck time asi shall become a fixed charge By virtue (of Clause 7.5 (When the floating charge over Other Property Becomes 3 fie charge). Each CGM agrees thatthe Trustee may at any time ledge 2 caveat In relation to ary Insrast in and which s Other Property 7.5 When the floating charge over Other Property becomes a fixed charge ‘Any floating charge created by tis Deed in relation to Other Property wil become 2 xed charge automaticaly, without the need for any netice or action by the “Trustee, immedlately prior to, oF If that isnot legalyetfecive, contemporaneously withthe occurence of any Event of Detaut 7.6 Security Interests over Assets Situated Outside New Zealand ‘where any of the Secures Property comprises assets outside New Zealand, the ‘elevant CGM shall rot be obliged to do anything, including registering oF recording the Security Interest in such manner as may be required by the law in force In the place where the assets over which a security interest has been | ranted are stuated, to ensure that the security interests a valié and effective security Interest or the preity ofthe security incerest, 7.7 Permitted Security Interests ‘Subject always tothe provisions of Clause 10.1(0) (Prior Charges Limitation), leach CGM may from ime to time create or permit to subsist a Prior Charge over any!2% (2) _asset to secure ary moneys to be borrowed, raled or otherwise owing in purchasing, acquiring or improving in any manner approved by the Trustee such asset for an amount nat exceecing the cost of such acausition oF Improvement of the eset; (0) asset to secure any bank fcity or rancial accommodation made avaiable to that CGM and secured by a security interest over all or any of the assets of that CoM; (©) ott ttle or nearest it may have in eny financing agreement (or the ‘chattels subject thereto) to whichis party or which Is held byt folowing assignment thereof (whether absolutely or by way of secur) andr over any other assets held or arising in respect of any such aereements, ‘and a CGM may renew or extend the term increase the rate of interest oF ‘terse vary the provisions of any Prior Charge ava or permitted to subset pursuant tothe foregoing provisions, but subject aways to the condition that the Drincipal sum thereby secured shall not be increased except to secure any ‘catonal moneys pursuant to any variation given for the purposes permitted by Clause 7.72), 7.8 Ranking of Prior Charges (8) All Prior Charges referred to in clause 7.7 (Permitea Security Interests) stall rank as securty Interess upon the assets subject thereto in proity to the securty Interests thereover created by or pursuant to ts Dee. Whenever it may be necessary o give effect to such intended pronty, the ‘Trustee, atthe request and expense of the relevant CGM, shal jin inthe ‘execution of any deed or memorandum of priory or other relevant ecument. No vendor lender o other person shal be concerned ar obiged| to.engulre whether any lon to of labity assumed by a CGM Is n contravention ofthe provisions of Cause 20.2 (Umitations) or of ts clause 7 7.9 Partial Releases of Secured Property [A any te before the Dat of Enforcement, upon the request in writing and at the cost of the relevant CGM and without approval by any Holders, the Trustee ‘may rolease any part ofthe Secured Property from the operation of any securty Interest thereover crested by or pursuant to this Doed and/or execute all ‘documents which may be necessary to etect any such release ar dlecharge if (0) the Trustee fs satisieg, as 2 result of recelving such vations or ther evidence as the Trustee shall spect, that market or atherwiseressonabie value is being received or thatthe dreumstances otherwise jusify the release and upon and subject to ch terms and conditions 2, ints discretion, the Trustee may spect: (©) the esposol to which such rence or cacharge relates isnot in breach of {Clause 10.2(¢) (Diseosal (8s to which the Trustee may rely on a certicate720 742 to this effect from a Director or other appropriate authorised offer ofthe relevant COM); oF (©) In any case where the Trustee Is not satisfied thet market or otherwise reasonable values being received or thatthe cumstances otherwise Jusiy the release, the Trustee has been authorised by an Ordinary Resoluion of Secured Depositos Event of Default [At anytime efter the occurrence of an Event of Default (whether or not iis continuing), the Trustee may: (2) cause itso to be registered as the holder of any investment secures, or 25 ‘the person ented to any rights relating to such investment secures, n ‘order to hold these investment secures or related rights as the secured erty under this Ded (©) compete and present any transter to the relevant issuer fr registration; and (©) complete in favour of any person (Including the Trustee itself) who ls purchasing te investment secures under the powers gven tothe Tastee by this Deed or by law, any transferor any ether document signed by or on behalf of a CGH For the purposes ofthis Clause 7.10, the expressions “related nights” and "Highs ‘eatng to" ince: (2) disteibutions; (©) options or rights to take up any securities of any nature; and (©) all otner rights, money or securities (as defined in the Securities Act 1978) of any nature, attributable to, or arising trom, sny Investment secures, and include alt proceeds of any uch rights, all documents of tite relating to ay rights and al oF lech CGMs present ane Future rights n relation to those rights, proceeds and documents of tile, and include any of them, Proceeds of Sale of Released Assets ‘Te proceads of sale of any part ofthe Secured Property may, untl the Date of Enforcement, but subject to any terms and conditions imposed by the Trustee, be applied by the CGMS forthe purpose of carving on thelr respective busineseee. Further Charging Subsidiaries FAI wil procure that each of ts Subsidiaries other than a Permitted Non Charging Subsidiary becomes a Charging Subsilary by that Subsidiary executing, registering and delivering tothe Trustee 2 deed inthe form or substantially inthe243 aa 82 a3 30 form prescribes in Schedule 5 guarantesing and securing the Secured Deposit Indebtecness and guaranteeing the Unsecured Deposit Incebtedness and ote Indebtedness and thereby agreeing to become bound by tls Deed 2¢ a Charging Subsidiary. Compliance by Charging Subsidiaries FAT hereby covenants withthe Trustae tat wil use its veting powers in and ‘representation on the board of crectrs of each Charaing Subsidiary in such ‘manner as to ensure full compliance and observance by each Charging Subsidiary ‘tall times with the provisions of this Deed. (GUARANTEE BY CHARGING SUBSIDIARIES Guarantee Each CGM hereby Jointy anc severally unconditionally guarantees the due and punctual payment by the Company in accordance with the provisions ofthis Deed ‘of the Guaranteed Indebtedness an as and when the same shall ecome ce and payable hereunder and the due observance and performance by each other CM of all oftheir obligations under this Deed Payment ‘Whenever ony default has been mde by the Company inthe payment of all o {any of the Guaranteed Indebuedness each other CGM wil forth, whether oF ‘ot demand therefor shall be made, pay such moneys tothe Trustee to the intent thatthe same may be appiled by the Trustee pursuant to this Deed, No Discharge ‘The lability ofthe CGM uncer this guarantee sh oF affected by any ofthe flowing: not be abrogated prejudiced (@) the granting af te creator any induigence or other concession to the ‘company or any otter CGM by the Secured Depostos, Unsecured Depostors or Noteholders or any of them ar by the Trustee or by any ‘compounding compromise release abandonment waver variation relingushment or renewal o any securties documents of ile assets oF ot any ofthe nigtes ofthe Secured Depositors, Unsecured Depastors or NNoteholders or any of them or ofthe Trustee against the Company or any ‘other CGM or by anything done or omitted or neglected to be done bythe “Trustee or the Secured Depestors, Unsecured Dspostors or Noteoders or {ny of them in exercise ofthe authortes powers and aisretons vested in them by this Deed or by any ether deating matter or hing whlch But for tis provision might operate to abrogate prejudice or affect ther respective ‘guarantees; (©) the laity of any ether guarantor (including any Charging Group Member) ‘easing from any cause whatsoever (including the release or escharge by the Secured Depastors, Unsecured Deposits o Noteholders or any of them or by the Trustee);as 86 87 (©) any other person jing in this or oving any sinlar gurantee: (2) the liquidation of te Company oF any other CGM: (©) any guarantor (inudng any Charging Group Member) being incompetent { give this guarantee or any other guarantee or any Securty or ary colateralsecurty or fang to became legally bound In whale or in part Under any of therm respectively; (9 ony securty(incusing any secunty given by or pursuant to this Deed) held or taken being void defective or Informal or being released by the Trustee; (9) allure bythe Company or anyother CGH to provide any security which ‘ought tobe provided under o pursuant to this Dead; or (h) any modifieston er adation to this Deed made pursuant to the provisions ofthis Dees, Principal obligation ‘Tis guarentee shall be a principal obigation and shal be treated as in ation to {ang not in substitution for or colateral to any other securty or right whlch the “Trustee may have under or by virtue ofthis Deed and in partiouar shall be Incependent of any ote secury tothe intent that this guarantee may be enforced against each Charging Group Mersber without fst having recourse to _any such secures or rights and witout taking steps or proceedings against the ‘company o- any other CGM and nebwthstanaing that anyother security may be In whole or in part unenforceable by reason of any rule of aw or easly end notwithstanding the less by the Trustee of any other security or any acts or ‘omissions on the pert of te Tastee. Continuing Guarantee Subject to causes 8.6 and 9.10, this guarantee isto bea continuing guarantee {and accordingly shal be revocsble an shall remain in fl force and efect unl the whole ofthe Guaranteed Indebuedness has been pald or sated Enforcement “The Trustee may as regards all or any ofthe Charalng Group Members (uness ‘otherwise cirected in writing by any Major Securty Stockheker or by an Extraordinary Resolution of a Class of Holders) determine from time to time whether it shall enforee or retain from enforcing this guerartee and unless otherwise directed as aforessid may from time to time make ary arrangement oF ‘compromise with any Charging Group Member which the Trustee may think ‘expedient in the interests ofthe Secured Deposters, Unsecured Depostors oF Noteholers Payments in Gross {All moneys from time to time received by the Trustee In reduction ofthe {Gusrantees Indebtedness from or on account of any CGH induding any dividends ‘upon the liquidation of any CGM from any other person or fom the realisation of88 29 0.20 any securty and capable of being applied bythe Trustee in reduction ofthe Guaranteed Indebtedness shall be reparded as payment in arse without ary right on the part of any Charging Group Member to stand in the place of the “Trustee in respect of orto alm the benefit of any moneys so received as against the Company or any ether CGH until the whole ofthe Guaranteed Indebtedness hasbeen paid er satsfiec so that in the event of any Charging Group Member or ‘other guarantor geng int liquidation te Trustee shall be ented to prove against it forthe total indebtedness ofthe Company in relation tothe Guaranteed Indebtacess, ‘Suspense Account In the event of the lquidation of any Charging Group Member or any atner ‘quarantor, no Charging Group Member shal prove in such iaUidation in ‘competition with the Trustee arc each Charaing Group Member hereoy authorises the Trustee to prove fora moneys welch such Charging Group Member has pad hereunder or are otherwise awing to It and have nat been repaid to iby any ‘other Charging Group Member and to retain and to cary to @ suspense account {and appropriate atthe discretion ofthe Tastee eny amount receives until the ‘Trustee sall have recelved one hundre cents inthe dallarin respec of the Incebtecness ofthe Compary in relation tothe Guaranteed Indebtecmess, each Charging Group Member hereby waives in favour ofthe Trusts al rights ‘whatever against the Trustee, the Company, eachother CGM and each other person or ther or ts estate and assets so fr as necessary to give effect to anything n this guarantee contained. Other Security Collateral This guarantee shal not prejudicaly affect or be prudlally affected by any ‘ther security or guarantee now or hereafter held by the Trustee forthe [Guaranteed Indebtedness, No such other secunty or guarantee shall be deemes tbe colateral herewith end no Charging Group Member wil as against the “Trustee in eny way dai the Benefit or seek the transfer of any such securty or ‘any part thereof or any right of recourse. Payments Avoided any payment made to the Trustee orto any Receiver appointed by the Tastee ‘oF to any Secured Depositor, Unsecured Depositr or Notshalder by or on behalf ‘of any Charging Group Member be voided bylaw such payment shall be deemed ‘not to have discharges or affected the ably of any Charging Graup Member therefor or any charge by any Charging Group Member infevour ofthe Trustee n respect thereof and in that event the Trustee and each Charaing Group Member shall be restored tothe pastion n which each would have been and be ented to ‘exercise all the rights which each would have hed iF such payment had nat been| ‘mace, Rights Suspended Each Charging Group Member shall in respect of ony sums pod by Ie hersurcer ‘and in respect of any ether rights which may accrue howsoever ta it in respect of ‘any Sum so paid ran and be entitled to enforce the same ony ater the ‘Guaranteed Indebtedness has been duly pald and satisfied,8.12 Principal Debtor Although as between FAL on the ane hand and each other Charing Group ember onthe other hand the joint and several labilty ofeach other Charging Group Member tothe Trustee may be that of sureties only nevertheless a between each other Charging Group Member on the one hand andthe Trustee on the other hand the lablty of eachother Charaing Group Member shall be deemed to be the lability ofa principal debtor and the charges given by each Charaing Group Member tothe Trustee by or pursuant to ths Dead shall constitte security for the Secured Deposit indebtedness and such labty shall not be affected or ‘diminished nor shall suc charges over the defined Secured Property be released ‘or discharged by any ofthe matters refered to in clause 8.3 or by any other act Indulgence or omission which but for this present provision would have operated to release any Charging Group Member whely or partly from is laity hereunder to the Trustee, 9 PRIORITY OF SECURITY INTEREST 9.1 Flest ranking security interest xcept fo the exter agreed otherwise by the Trusts in venting, the seurty Interest created by or pursuant to this Deeds, in respect of each CGM, a rst ranking secuty, wit priory in point ofboth secunty and payment over al ether securty interests vienever created, subject oriy to: (8) such isis (if any) as may be deemes to be prefered by operation oF law; and (0) any Prior Charge given or permitted to subsist pursuant to the provisions of ‘Cause 7.7 (Permitted Securty Inerests) 9.2 Priority of security interast in Personal Property ‘except to the extent provides in this Deed or agrees atherwise by the Trustee in writing, the security interes granted in Personal Property has the seme pron In relation to all Secured Deposit Indebtedness, including future advances. Nothing In this Cause 8.2 shal! prevent or adversely affect the Trustae claming that the security interests @ purchase money security interest in respect of all or part of the Personal Property. 98.3 Neconsent or agreement to subordination, attachment or accessions Except tothe extent agreed otherwise by the Trustee In writing, nothing inthis Deed shal be construe as: (2) anagreement by the Trustee to defer or postoone the date of attachment ofthe securty interest in any Persona! Property; (©) an agreement by the Trustes to suborsinate the security Interest created by oF pursuant to this Dee in favour of any person; (© concontby the Trustee to any other secur interest attaching to or being created in any Secured Property;94 os (2) consent by the Trustee to any personal property that not Personal Property becoming an accession to any Personal Property or (©) consent by the Trustze to any Personal Property becoming an accession or affixed to any property that Is not Secured Property. Section 92 Property Law Act 2007 (2) Haximum Amount: For the purposes of section 92 ofthe Proparty Law Act £2007, the maximum amount up to which the Secured Deposit Indebtedness Ul rank in priority to any subsequent securty interest in relation to Other Property is, subject ory to the overriding provisions af any subordination and/or provty agreement signed by the Trustee in respect of a particular ‘subsequent holder of security, the Praty Amount. (©) No Other Consequence: Speatyng such maximum amount does not have any effect other than forthe purposes of Section 92 ofthe Property Law Ac 2007. In particular, t shall not lm Cause 10.2(¢) (Dispos). (©) Morgage Debenture: This Deed is intended to take effect as a mortgage debenture (as defined in the Property Law Ret 2007). Further assurances ‘without tinting any of the CGMS other obligations under this Deed f required by the Trustee, each Ct will prompty execute, deliver tothe Trustee, and (if ‘appiabie) register or ceiver upto the Trustee, al relevant transfers, ‘assignments, secures instruments, other deeds or documents in each case In ‘he form and substance anc at te Ues and places specied by the Trustee, and ‘adaavonally each CGM wil (at that CGMS cost) co all ngs and provide all Information which the Trustee (acting reasonably) thnks necessary, In order (2) Tite: to perfect that CGMs tte to aller any pat ofthe Secured Property; (©) Security: to perfect, preserve or otherwise protect te Secured Property or the security interest intnced to be created by or pursuant to this Deed, and the prioty of that securty interest required by the Trustee; (©) Register fnaneing statements: forthe Trustee to register and maintain (including to renew before expiry) one or more nancing statements In Felaton to the cecurty interest In Personal Property created by or pursuers to this Dood; (@) Remove fhancing statements and caveats: to remove any francing statement which is registered against that CGM or any eavest which I lodged against land which is Other Property In relaton to any securty Inorest whieh is nat permitted by tis Deed or atherwise consented to by the Trustee in ting;96 97 98 35 (©) Secure: to more satistactorly secure tothe Trustee payment ofthe ‘Secured Deposit indebtedness, including the granting of fixed securty or 2 legal mortgage over any Other Property: (Power: to fecttate the exerse of any power by the Tastes or any Receiver; (9) Realisation: to facitate the realisation of all - any part ofthe Securec Property fallowing the occurence af an Event of Defaut and (8) Full Benefit: to otherwise enable the Trustee to obtain the ful benest of the prowsions ofthis Deed. Ultimate Batance “The security interest constituted by Clause 7.1 (Security Interest) shall be continuing and not satisfied by ary intermeetate payment cr satisfaction ofthe whole or any part of any of the Secured Deposit Indebtedness but shall secure the ‘ultimate balance of the Secured Deposit Indebtedness, ‘Security Additionat “The powers conferre by tis Deed in relation to the Secured Property onthe “Trustee or on any Receiver ofthese Secured Property shall be inaction to, and ‘ot in subsbiution for, the powers conferred on mortgagees under the Property La Act 2007 or any other relevant statute except insofar as thay are expressly oF Impey excuced and, where there i any ambiguity oF confict between the powers contained in any of those Acts and thase conferred by this Deed as ‘aforesaid, then the terms of tis Deed shall preva Personal Property Securities Act 1999 ‘without limiting any oter provision of this Deed, each CoM (2) change of Name: wil give the Trustee not less than 14 days’ plor written notice of any proposed change ints name (such notice to be given to tne ‘officer of the Trustee responsible fr the relationship withthe Company (0) Move Secunty Property: wil not move ary Secured Property outside [Now Zealand without the prior writen consent ofthe Trustee; (©) _Verifestion Statement: waives its right to receive any verification statement in respect of any fancing statement er fnancng change “statement relating to any security interest created by or pursuant to this Deod; (@), Section 109: agrees that, at any tie after an Event of Default has ‘curred, but subject tothe provisions of Clause 12 (Events of Default; ‘Acceleration, the Trustee may: (take possession of any Personal Property; and/or(sella cspose of any Persenal Property n such manner and generally on such terms and conditions as the Trustee thinks fi ‘an, in each case, othernise do anything the relevant CGM could doin Feletion to the Rersonal Property; (©) Remainder of Part 9: aorees, and the Trustee agrees, that, tothe extent permitted by law in respec of ths Deed and the security Interest created by r pursuant to this Deed: (each CGM and the Trustee contract out of sections 114(1)(@), 193, and 134 ofthe PPSA;, (each CGH and the Trustee contract out ofthe Company's rights to (ond the Company waves it aights to): (A) not have goods camaged when the Truste (or any person on its bef removes an accession under section 125 ofthe PPSA; (8) receive notice ofthe removal ofan accession under section 129, ofthe PSA; (©) apply tothe Cour for an order concerning the removal ofan accession under section 131 ofthe PPSA; and (©) (without tinting Clause 9.9 (Redemption of Personal Property) redeem any Persona Property under section 132 ofthe PPSA) (9 other rights continue: wnere the Trustee has rights, powers or remesies in ‘adaition to, or exstng separetly frm, those in Part 9 ofthe PPSA, those Fights shall continue to apply and are not limited or exciuded (or otherwise ‘versey affected) by the right, poner or remedy prowced by tis Deed or by aw and, in partiuter, wil nat be limited by section 109 o the PPSA. 98.3. Redemption of Personal Property Each CGM may (uness It has otherwise agreed in writing) redeem ts Personal Property by tendering tothe Trustee, in cleared funds, an amount certified By the ‘Trustee as being equal tothe Securee Deposit Indebtednass as at the date te amount is tendered, after the occurrence of an Event of Default, but before the ‘Trustee (2) sels any ofits Personal Property; or (©) | deemed to have taken any of ite Personal Property in satisfaction ofthe ‘Compan/'s obligations, 9.10 Partial Releases of Charging Subsidiaries or Secured Property [At any time before the Date of Enforcement, upon the request In writing and at the cost of the Company and without approval bythe Secured Depostors,Unsecured Depositors ar the Noteholdes (unless in the opinion ofthe Trustee the Interests ofthe Secured Depostors, Unsecured Depositrs or the Notsholders would be materaly prejuciced) ard upon being satisfied nea raul of ceiving such valuations or other evidence as the Truste shal specy tat ful market oF ‘othennise reasonable value is being received or thatthe circumstances otherwise Justify the release and upon and subject to such terms and conor as in is ‘iscreon the Trustee may specify, the Trustee may: (2) release any Charging Subsidiary from its guarantee ané ther obligations Under or pursuant to this Deed; andor (©) release any part ofthe Secured Property from the operation of any secuy Interest thereover created by of pursuant to this Deed; and/or (©) execute all documents which may be necessary to eect any such release or discharge, provided always that: (2) the Trustee shal rot concurin the sale and subsequent release of te whole or 8 major part ofthe business or undertaking of the Charging ‘Group (viewing the Charoing Graup a 2 single entity without the sanction of an Extraordinary Resolution of Secured Depesitors, an Extraordinary Resolution ofthe Unsecured Depositors and an Extraordinary Resolution of Notehoiders; and (©) inmy other case, where the Trustee isnot stistied that ether fll market ‘or otherwise reasonatie value is being eceved oF thatthe circumstances otherwise justiy the rlease, the Trustee may nevertheless cancun: (0) the release of any part ofthe Secured Property from the operation of ‘any secunty intrest thereover created by or pursuant to tis Deed ‘th the consent of, and confirmed by way ofan ardinary rescluion of, Secured Depostors; or {)__ the release of any Charging Subsidiary from its guarantee and other obligations uncer er pursuant to this Deed withthe consent of, end confirmed by way af an orinary ressitlons of, Secured Depesttrs, Unsecured Depastors and Notehoders. 9.11 Proceeds of Sale of Released Assets ‘The proceeds of sale of any part ofthe Secured Property may until the Date of Enforcement, ut subject to any tarms and cantons imposed by the Trustee, be appli by the CGM concemed fer the purpose of carrying on ts business.PART IV: COVENANTS 10 FINANCIAL LIMITATIONS AND SPECIAL COVENANTS 10.4 Limitations ‘The Company covenants with the Trustee tat all mes: ® o Tote abilities Limitation: Total Uabltes wil ot exceed 955 of Total Tangible Assets; ard Prior Charges Limitation: 1 wil aot borrow or raise any money on the security of any Prior Charge when the aggregate of all principal moneys then secured by existing Prior Charges plus the moneys so propesed to be borrowed or raised and secured would exceed 7.5% of Tota Tangible esate, 10.2 Negative Covenants ach CGM cavenants wth the Trustee that i: will not, without the prior written consent ofthe Trustee: @ © Negative Pledge: except as permitted in Cause 7,7 (Permitted Security Interests) create or pemitto subsist any seurty interest over the Secured Propery, ranking (_impronty to or pari passu withthe securty interest ofthe Trustee created by or pursuant to tis Deed or (ater the securty interest n favour of the True created by oF pursuant to this Dees, unless, by the specie provisions of such Ssecurty Interest, the prot thereover ofthe sold securty interest In favour ofthe Tastee a @ continuing security is expressly reserved tothe satisfaction ofthe Trustee; Restriction on Related Party Transactions: enter Ito any Related Party “Transaction (or series of linkee Related Party Transoctions) unless (0) the terms ofthe transaction are dacumented in wring: (i) that traneacton en arm's length terms; (1) where the transaction fas within paragraphs (a) oF (b) ofthe “Related Party Transaction” defintion contained in Clause 1.1 and where the value of the transaction together with the value of all other Related Party Transactions which ae stil in existence falling within paragraphs (2) or (b) af the "Related Party Transaction* definition contained in Claute 1.3 does not excaee 2% of Total “Tangible Assets, an independert director ofthe relevant CGM and "where the value of the transaction together withthe value ofall other Related Party Transactions which ae sl in existence fang within paragraphs (a) or (b) ofthe "Related Party TransactionFy definition contained in Clause 1.4 exceeds 25 of Total Tangible Assets an independent expert approved by the Trustee In wring fst certfes tothe Trustee in writing thatthe transaction i, In the ‘opinion of thet independent cractor or independent expert as the ‘ase may be, en arms length tems; (iv) where the transaction falls within paragraphs (c), (2) oF (e) ofthe “Relatee Party Transaction” defntion contained in Cause 1.1 the value ofthe transaction together with the value of all other Related Party Transactions which are sil in existence fang within paragraphs (c), (0) 0° (e) ofthe "Related Party Transaction” {efron contained in Cause 1.1 does nat exceed the greater of $1,500,000 oF 336 of Total Tangible Assets and where the value of the trersacton together with the value of al other Related Party ‘Transactions which are sil n existence fling witin paragraphs (c), (@) or (e) of the "Related Party Transaction” defintion contained in Clause 1.1 exceeds the greater of $1,500,000 oF 39% of Teal “Tangible Assets approval has been given tothe transaction by the ‘Trustee provigea that there shall be na restriction an any CGM entering into 2 Related Party Transaction where the value o the transaction together wih the value of al other Relates Party Transactions which ate sin existence Is less than 1% of Total Tangible sets (©) Restritions on Business: Carry on business other than (I) the provision ot ‘nancial services tothe consumer finance (including personal loans), real, commercial and property secters or any incidental services thereto Including \thout limitation factoring, insurance premium fundirg and purchase o ie Insurance polices at @ discount: and (1) making investments In or accuting| Interests In any person, in each ease in accordance with the lending and business paremeters agreed from time to time between FAI and the Trustee (6) Disposal: sel or transfor asa going concern, whether by a single traneaction, or any series of transactions whether related or nt, the whale ofits unceraking, oF any part or parts thereof compatsing more than SOM. of Total Tangible Assets ather than to another Co (©) Whiting up of assets: writeup the value of any aszetn Its books of account beyond the fair markt value thera as approved by the Autor atthe time of uch wring uns (9 Compromise or Amalgamation: enter into or make any pronasal for 3 ‘compromise or amalgamation; (0) _Distrbutions: make any cletrbuton ather than by istibution aut of profits cof an amount nat to exceed the lower of () cumlatve Retained Earsings from 1 January 2008; and (3) cumulative Cash-fows from Operations“0 {adjusted forthe net change between loans and advances and secured posts since 1 January 2008 and, n any event, no distributions of ey kind are tobe made at any time ater an Event of Default has occurred and Is continuing or If any Event of Defauit would occur or any covenent inthis Deed would be breached as 2 result ofthe making of that estibuton; (h) Asset Sates: (sell orcthennise dispose of any assets (Induding any rect or Indlect Interests therein) to any person other than for market value; sll or otherwise close of any asset inclucng any direct oF Indirect Interests therein to any Related Party fr below the actual amount ‘outstanding a the tne of sale or (ii) sel or otherwise cspose of part of any loan asset where & CGH has ‘or would have a Subordinated Claim in the lan asset and the securty supporting it 410.3. General Covenants ach CGM covenants with the Truste tha, whle ny Secured Deposit Indebtedness, Unsecured Deposit Indebtedness or Note Indebtedness remaing ‘outstanding, tw (8) Attend General Meetings ofthe Company: (relation to the Company erly) permit the Trustee through its agent, attorney or representative to attend ‘any general meeting ofthe Company and tobe heard on any pat of the business ofthe meeting which concerns the Trustee or the Holders; (©) Carryon Businoss: carry on and conduct its business in an efficent, prudent and businesslike manner inuding, without limitation, in aezordance with al applicable requirements ofthe Reserve Bank of New Zealand Aet 1989 and the torms of the Deed of Guarantee hebween FAI and Her Majesty the Crown Inngnt of New Zealand, datec 18 February, 2009 (incuding any variation, ‘modification or extension) ait applies to FA from time to time provided ‘that If such guarantee is released or wtherawn and such withdrawal nat speci to FAT the terms of the guarantee shall cease tobe applicable tothe ‘manner in which ary CGM carries on and conducts Its business; (©) Mest obigatins: duly pay ll blties and comply with al obligations bincing on It by law, contract oF otherwise inlutig, forthe avoicance of ‘doubt, any undertaking given by FA In favour ofthe Trustee which Is ‘expressed to be an obligation of FAL for the purposes of tis cause; (2) _Infarmation: whenever requested, give tothe Trustee or any chartered ‘accountant or Recever or athe person appointed by the Trustee such Information as they may reasonably require with respect to all matters Felotng to is affairs an all matters relating tothe Holders and ensure thtall such information true and accurate in all material respects as atthe date ven that information Is provided and not amit to state any fact of ‘rcurstance which would make that information untrue, Inaccurate oF misleading In any material respec; (©) Events of Deraut: aromtly upon becoming aware ofthe samme notify the “Trustee of te eccurrence of ay Event of Default and any event oF ‘Grcumstance which withthe lapse of te, slving of notice or fuflment of any otter requirement would constitute an Event of Defeut, giving Full Getals of t and of any action taken (orto be taken) as a result (8) ‘aintain Consents: maintain in ful all consents required to enable itto perform or comply with its material ebigations under this Deed (a) Compliance wth Laws, ete: duly and promptly comply with al lws, Grecives and consents the non-compliance with which might ove ise to @ ‘security interest or have a material adverse effect on any CGM or may ‘adversely and materaly affect the rights or secunty ofthe Trustee or any Holder under tis Deed; (®) fering Documentation to be Approved by Trustee: not accept any Secured Deposits or Unsecured Depests or issue any Netes without having rt ‘obtained the approval ofthe Trustee (net to be unreasonably withheld) to any investment statement, prospectus or other offering cocument relating to such acceptance or issue; (Insurance: insure all insurable Secures Property against al risks that t would pormally be considered prudent to insure against, having regard tots business; ©) Governance: subject to eny addtional requirements ofthe Reserve Bank of ‘New Zeslend Act 1959, the Company shal at all mes have an equal numberof independent directors as executive andr shareholder rominated directors (or where a vacancy remain unfiled by an Independent érecor an indepencert consultant shall be appointed as en Indeperdere adviser tothe beard) The Company shal establish an ‘exocutve Crest Committae with an Independent Director (or iFnone the Independent consultant) being & member of that committee (and in the case cof an independent director, thot diector shall be the chair ofthat committee), For the purposes ofthis cause 10.31) "Incependent Director” and shall nave the same meaning as in section 157. ofthe Reserve Bank of Now Zealand Act 1989 (and “incependent” shall be const-ved according); (4) Lending Operations: The Company shall carry out its landing business within 2 set of ending parameters agree withthe Trstae from time to ime and Inaccordance with the more detailed ced plies and processes approved from time to time by the “independent” member ofthe reat committee established under cause 10.31); and2 (© Uuitty: the Company shat comet withthe lquetty and associated ‘reporting requirements agreed with the Trustee trom time to ine, 11 REPORTS AND INFORMATION FOR TRUSTEE 111 FAT Reports FAL covenants withthe Trustee tht i wil (2) Furish Annual Accounts: furnish ar cause tobe furnished direct by the ‘Aucitor tothe Trste within 3 ments (or such further tie as the Trustee ‘2rees in wiring) after the cose of each financial year of FAI the Statement ‘of Finanal Poston and statement of ancl performance ofthe Company, diy avdted and signed by 2 Directors, together with all ‘documents and reports required by the Companies Act to be annexed to oF to accompany such statements. (©) Auctor’s Annual Report: furnish tothe Teustee, at the same time as there 's furnished tothe Trustee the Statement of Financial Postion, 2 separate report by the Autor stating a¢ ofthe end of such financial year: (whether or natin the performance ofits duties as Autor thas ‘become aware of any matter which, in its epinlan Is relevant to the ‘exercise or performance of the powers or duties confered or Imposed on the Trustee bythe Securities Actor by tis Deed or by law ard, fs, ving parila treat; W)— whether or notits aust has eisclsed any matter (and if so Dartcuarsthereo) calling, n ts opinion, for further investigation by the Trustee in the interests ofthe Holders; (in) that thas peruses the certificates given by the Directors pursuant to Clouse 11.1(9 (Directors Reporting Certcates) since the last report by the Avaitor given pursuant to this paragraph (8) and that, so far ‘35 matters that t has observed in the performance of s cuties 25 [Auster I concerned, the statements and informason containe in| such certificates are ely stated an the infecmation containes in paragraph 1 of such cetiestes is reasonable. (©) Furnish Semivannual Accounts: furnish or cause to be furnished to the ‘Trustee within 2 months (or such further time as the Tastee agrees in iting) after the close of each finan half year ofthe Company the Statement of inancal Pasion end statement of fandial performance ot the Company at the end of and in respect of that ha year, signed by 2 Directors, (2) Furnish Monthy Maragament Accounts: furnish or enuse to be furnished to the Trustee within 30 days (or such further me asthe Trustee agrees in \alting) after the end ofeach month, the monthly management accounts In2 ‘espect of such month, each inthe form agreed between the Company and the Trustee, (©) Furnish Further Accounts at Trustee's Request: atthe request ofthe ‘Trustee by rot less than 14 days’ notice In wring (which request shall anly bbe made when the Trustee considers that special circumstances warrant such request and so certies in writing to FAI spedtying such spacial, Cercumstances) unsh, within such period as the Trustee ressonay requests, copies ofthe fnareial statements refered to in Clause 13.1(8) (Furnish Annual Accounts) duly audited and signed ard made up asst the ‘next month management accounting date of FAL occurring ater the expiry ofthe said notice, or as at such other date as the Trustee and FAI agrees, together with all documents and reports required by the Companies Act to be annexed to or to accompany such statements and together with a report by the Auctor setting out the Information referredtte in Clause 11.1(0) (Auoitor's Annual Report in respect ofthe fiance statements so requested ‘mith such adaptations as may be necessary or such of that ifermation as ‘may be requiree by the Trustee, such financial statement to be provides within 2 months ater the relevant accountng date, or within such longer pried as the Trustee may inits dscrtion agree, (0) Directors‘ Reporting Cetincates: within 6 weeks (or such further te az the Trustee agrees in witng) ater the end ofeach quarter of each fnanciat year and if so required by the Trustee on or before the last day a te monty faliowing any month during which the Trustee shal request the sama (wtich request shall ony be made ifthe Trustee considers that special ‘Greumstences warrant such request ané so certifies In wetting to FAL _specityng such special rcumstances) furnish to te Trustee a crtieate signed by not less than 2 Directors on behalf of the Board in orto the effet fof the form set outin te Fourth Schesule. (@)_Fumish Reports etc of Company: furnish to the Trustee copies of any report notice or circular and any ether commurieaion issued by the Company to any ofits shareholders at orn relation to ary general meeting ‘ofthe Company orto the Holders atthe tme of such seve; (8) Give notice i Francia! Limits exceeded: forthwith give notice in wnting ta the Trustee if any ofthe ints imposed by Clause 10.1 (Limitations) have been or are about tobe exceeded; and (0) Novice of Proceedings: forthwith give notice tothe Trustee ofthe service of ‘any material notice affecting the Secured Property ar any pat of Ie (and not being in connection with the normal conduct of ts business) of the ‘commencement af any proceedings which materially and adversely affect the same,PART V: ENFORCEMENT 12 EVENTS OF DEFAULT: ACCELERATION 12.1 Events of Default Subject to Ciauses 12.4 (Notice of Exercise of Trustee's Power) and 45.3 (Waiver by Trustee, the occurrence of any one or mote ofthe fllowing events shall be an Event of Deut (2) Non-Payment: the Company falls to pay any Principal on its due date for payment or any other amourt ofthe Secured Deposit Indebtedness, the Unsecured Depost Indebtedness or the Note indebtedness within 2 Business ‘Days of its due date for payment excent nthe case ofthe Notes, ithe Lnpaid Note Indebtedness consttutes interest which has been validly suspended in accordance withthe provisions of this Deed, provided that a ‘delay in payment thats due to a malfunction of the banking system shall not be an Event of Default (©) Other Defeuts: the Company falls to perorm or campy with any of ts ‘bligations under Clauses 10.1 (Limitations) or 10.2 (Negative Covenants), (© Breach of ther abigavons: the Company fils to perform or comply with any of is other obligations under this Deed or the Reserve Bank of New Zealand Act 1989 or the Crown Deed of Guarartee (Non-Bank Depost “Taker) entered nto between Her Majesty the Queen in right of New Zealand and FAL and, inthe case ofa flur that s capable of remedy, that faire Is not erected within 14 days ofthe date that the Compary frst became aware oft (0) Dissolution: an order of aCourtis made, or an eectiveresclution [sseC, forthe cissoluton of the Company or the Company ceases or toretens in writing to cease to cary on the whole ora substantial par of Is business, except (in any ofthe foregoing cases) forthe purposes of ‘reconstruction or reerganisation or amalgamation (not invalving or arsing fut of insolvency) the terms of which have been previously approved in ‘ling by the Trustee, such approval not to be unreasonably witela or delayed, (©) Enforcement: etter: (0) oliowing a fal judgement against the Company, @ stress, attachment, execution or other legal process is levied, enforced ot sued out, on er against the Company for an amount exceeding (in ‘sggregste) $100,000 or ts equtvaent in any other currency ards not discharged of stayed or contested in good faith by appropriate proceedings; or4s (receiver, trustee, manager, ofl administrator or other siiar ‘offical is appointed in respect af the Company or all or any material Dart of its Secured Property. (8) Statutory Management: a statutory manager Is appointed under the Corporations (Investigation anc Management) Act 1989 In respect ofthe ‘Company or the Cempany i dedared at risk pursuant to the revisions of that Act; (9) Insolvency: the Campary: (Is unable to pay its debts as they fall due ori deemed or presumed unable to pay Is debts as they fall due under any law; (@)__ stops or suspends payment of any ofits Indebtedness generally or takes any proceedings to reschedule any ofits indebtedness; (il) makes a general assignmert, or enters into an arrangement, ‘compromise or composition wit, or forthe benefit ofits cedars in respect of its indebtedness generaly; (0) Cross Beret: any indebtedness ofthe Company of an amount exceecing (in aggregate) $100,000 (or its equivalent inary foreign currency) Becomes ‘due before its stated matunty by reason of default by te Company, ors ‘0 repad at maturty (or bythe expiry of any appcable grace perod), and ‘im ether case) proper proceecings are being taken for its recovery oF enforcement; (Avoidance or repudiation: ether (this Deed ceases to have effect (in whole or in any material part) or 's or becomes void, valdabi, legal, Invalid or unenforceable in any material respec (ther than by reason of any waver); oF (W)__ the Company repuciates or does or causes tobe dane an act, ‘omission, matter er thing evidencing an intention to repudiate this Deca. (0) Amalgamation: the board passes ny resclution not previously approved by the Trustee for or In contemplation of any amalgamation with ar inval¥ing anather company then exeting ar yet t be formed; (K) Enforcement of @ Prior Charge: any acon is taken (nowsoever descrites) for the enforcement of any Prior Charge: () Change in Contre theres a change Inthe contra of the Company without the prior wetten consert of the Trustee (which may not be unreasonably withheld); an“6 (om) Charging Subsidiary: any matter in paragraphs (2) to (k) above occurs in relation to any Charging Subsidiary, 12.2 Acceleration of Secured Deposit Indebtedness and Unsecured Deposit Indebtedness [At anytime after any Event of Default has eccurred and for so long as itis continuing, the Trustee: © ) ‘Acceleration of Secured Deposit Indebtedness: may in its escretion, anc shall forthwith (subject to the provsions of Clause 16.13 (Trustee Indernity)) upon being rected todo so by an Extracrtnary Resolution of Secured Depostos, take one or more of the folowing steps: ()dedare the whole ofthe Secured Deposit Indebtedness to have ‘become immediately due and payable whereupon the Secured Deposit Indebtedness shall forthwith become due and payable; (enter upon oF take possesion of the Secured Property or any part thereof; (1) ether with o witout taking possession sel cain, collect and convert into money the Secured Property or any part thereon such manner and for such consideration as te Truste shal tink fit and upon any such sale the Trustee may sll any part of the Secured Property ether y publ aucton or by private contract on such terms {asthe Trustee may tink ft anc may Duy n or rescind or vary any contract of sale and may re-sell withou: being responsible for any loss ‘ecasloned thereby; (iv). Insitute and pursue al such proceesings, sults and other lag actions, execute any judgments obtained, exercise all such ights set-off or other rights or remedies avaiable a aw or under this Deed, ‘compromise and effect compositions, all such assurances anc things {2s the Trustee may think fit on behalf ofthe Secured Depasitrs, to ‘enforce payment ofthe Secures Depost Indebtedness; oF (¥) calacted any unpalécaptal and call up any uncalled capil for the time being heraby charged in which case the Directors shall exercise ‘the powers conferred upon them by the Constitution ofthe Company {at the crection and under the control ofthe Trustee; -Accaleration of Unsecured Deposit Indebtedness: may init discretion, and shal forthwith (subject to the provision of Clause 16.13 (Trusteo's Indernity)) upon being directed to do so by an Extraordinary Resdltion of Unsecured Depasitrs, take one or mare ofthe following steps: ()eciare the whole of the Unsecured Deposit indebtedness to have ‘become immediately due and payable whereupon the Unsecurec DepesitIndestecness shall forthwith become due ard payabie; or” (i) Institute and pursue all such proceedings suits and ether egal actions, execute ary Judgments obtained, exercise all such rights of set off o other rights or remedies avalale at la or under this Deed, ton behalf of the Unsecured Depostors, to enforce payment ofthe Unsecured Deposit Indebtedness, {ancy for any ofthe purposes aforesaid, the Trustee may compromise and eect compositions and may execute and do a such assurances an things as the “Trustee may think Mt, 12,3 Acceleration of Note Indebtedness [A any ime after any ofthe Events of Default deseined in Clauses 12.2(8) (nthe case of non-payment of Principal relating to the Notes or the Note Indebtedness only), 12.1(b) t (g) and 12.1) has occured and for so long a5 I's continuing, the Trustee may inits dscreton, and shall fortiwith (subject tothe provisions of ‘Cause 16.13 (Trustee's Indemnity) upon being crected to do 0 by an Extraordinary Resolution of Noteholders, take one or more of the following steps: (2) _cedare the whole ofthe Note Indebtedness to have become immediately ‘ive and payable whereupon the NeteIndeetecness shal frthnith become ‘due and payable; or (©) _nsitute and pursue all such proceedings, suts and other legal actions, execute any judgments obtained, exercise all Such rights of set-aff or other "gh or remedies avaliable at aw or under this Deed), on behat ofthe rnotenolgers, to enforce payment ofthe Note Indebtedness, ‘2, for any ofthe purposes aforesaid, the Trustee may compromise and effect {compositions and may execute and do al such assurances and things as the “Trustee may thik 124 Notice of Exercise of Trustee's Power ‘The powers (enforcement powes) conferred by Clause 12.2 (Acceleration of ‘Secured Deposit Indebtedness and Unsecured Depost Indebtedness) anc 12.3, (Gcceleration of Note Indebtedness) shall be exercisable by the Trustee without notice to each CGM on each occasion that an enforcement power is exercised, roviged thet, before exercising any powers of conversion, the Trustee shall (2) give wrtton notice of ts intention to the Company (which may be In general terms); and (©) not exercise any enforcement powers unl the expiration of 5 Business Days ‘ater the giving of such notice, ‘excopt where, in the Trustee's reasonable opinion: (©) delay would imperil the interests of any Class of Holders; or (2) the events not capable of beng remesied within 5 Business Days,In which event, the Trustee shall certify that opinion In wring tothe Company accordingly. 1, within such period of 5 Business Days, he relevant breach oF default is remedied to the satisfaction ofthe Trustee or the Trustee notifies the ‘Company in writing tht te particular breach or event elie ven longer, in the opinion of te Trustee, éetrimentaly affects the security Interest created by oF Dursuantt this Deed or the rights of any Holder under this Deed, the Trustee shall not exer the enforcement powers. Netwithstanairg anything contend in this Clause 12.4 ifthe Trustee has appointed a Recever, no further notice shal, subject to Section 92 ofthe Property Law Act 1952, be requred before ‘exercising the enforcement powers. 125 Trustee's Power After Entry 1 the Trustee enters into possession ofthe Secured Froperty under ‘Clause 12.2(2) (Acceleration af Secured Depost Indebtedness), the Trustee may carry on any business with all any part ofthe Securee Property and, fr that Purpose, the Trustee may, an such terms and in such manner as shall tink ft, ‘generally co all such things in respect ofthe Secured Property ast could do tit ‘were absolutely enttle to do so, Inciucing (without limitation) the power to ‘2cquite any property or rights (which, upon acquisition, shall be deemed to be part ofthe Secured Property) and without being responsible for any aes or ‘damage which may arise or be occasioned thereby, Out ofthe revenue of the Secured Property and the business the Trustee shal pay the expenses Incutred in ‘doing 50 and shall app te balance of such revenue inthe manner proved In ‘Cause 13 (Distrbution of Funds), The Trustee may, for any such purpose and for the purpose of payment tothe Trustee of any moneys owing to in terms of tis ‘Deed, borrow orralse money on the security of the Secured Property or any part thereon prionty tothe Secured Depost Indebedness, the Unsecured Deposit Indebtedness and the Note Indebtedness on such terme as the Trustee may think te 12,6 Appointment of a Receiver A any ine ater: (2) the Date of enforcement; or (©) (subject always tthe exceptions contained in Gause 12.1(0) (Dissolution) £2 CGM shal have been presented with a pein fr ligldation ora notice shall have been glen ofa proposed resolution for iquidation of @ CGM, (ond s0 that no delay or waiver ofthe right to exercise the powers hereby conferred shall prjudce the future exerise of such powers) the Trustee may in its clscration, and shal fothwith (Subject to the provisions of Clause 16.13, (Trustee's indemmity) upon the request in writing of any Major Securty ‘Stockholder or upon beng directed to do so by an Exraocdnary Resolution of ‘Secured Depositers, appoint in writing a Racelver er Receivers ofall or any par of the Secured Property with power from time to me to remove any Receiver so appointed ard, In case of remaval, retirement or death, £9 appoint another in his Place. Any such Receiver or Recavars may be appointed either before or ater the “Trustee has entered into or taken possession of the Secured Propesty or any par:27 thereof, any such petton is dismissed or withdrawn or any such resolution is not passed, then (without prejudice to any ght exerlsabe atherwise than in consequence of the presentation of such petition ar the giving of such notice and ‘subject to anything done in the meartime in pursuance ofthe powers given by this Cause) possession ofthe Secured Property shall be restored tothe relevant (CGH and, subject tothe provisions of this Deed as to costs, charges and expences Incurted and payments made, the relevant CGM and all persone concemed shall, be remitted to ther original rights Receiver’s powers Every such Receiver so appointed shall have power, in the name of either the Recelver or the relevant CGM, to do the following things: (@) take immediate possession cf, get and collect the Secures Property or ‘any part there (©) do all acts which the relevant CGM might do for the protection or forthe Improvement ofthe Secured Property; (©) appoint and ascharge managers, ofcers, agents, soliitrs, accountants, setvents end others forthe purposes hereof upon such terms as to remuneration or otherwise ashe may think proper and to discharge any such persons appointed by the relevant CGM; (©) aise and borrow money (subject to te consent of the Trusts), ether lunsecured or on tne secunty of the Secured Property or any pat theteo! for the purpose of exercising any of the powers, authenties and ascretions conferred on the Receiver by or pursuant to this Deed anc/ar af deraying ‘any costs, charges, osses or expenses which shal be Incurred by the Receiver Inthe exercise thereof; {@) sel convert into meney and realise all or any partof the Securee Property by public auction or private contract and generally in such manner end 0 seh terms as he shal think proper (0 set, adjust, refer to eatraton, compromise end arrange any calms, ‘accounts, disputes, questions and demanes with of by any person oF relating in any way to the Secured Property or any part there (a) bring, prosecute, enforce, defend and abandon al such actions, suts ond proceedings in elation t the Secured Property or eny part thereof as the Recoiver may consider expedient; (h) lve vali receipts for al money anc execute all csurences and things hich the Receiver may think proper or desirable for realising the Secured Property: (1) execute all documents ancl do al such other acts and things a the Receiver may consider desirable or necessary for realing the Sacured Property28 28 ‘ny part thereof ar incidental ar cenduive to any ofthe matters, poners or uthonties conferred on @ Recever under or by virtue of his Deed; ()_ exercise in relation to the Secured Property or any pat thereof all such powers, authortes and things asthe Receiver would be capable of exercising ifthe Receiver were the absolute Beneficial ouner ofthe same; (1) carry on, or concur in carving on, any business ofthe relevant CGM, and ‘exercise and enforce all ghts, pomers and remedies which that CGM could ‘exercise over or In relation tts assets, while a gong canceen, whether ar not that CGM is then inigucaton; and (0) delegate any of te Raceiver's powers to any person or persons fr such time asthe Trustee approves. ‘company’s agent ‘Any Receiver appointed by the Trustee shall be the agent ofthe relevant C&M for all purposes ane the relevant CGM alone shal be respanabe forthe Recelver's contracts, engagements, acs, emissions, defaults, losses and misconduct end for lables incurred by the Receiver and forthe Receive’ rernuneration Direct exercise by Trustee {lor any ofthe powers, authorities and dscretions which are conferred by this ‘Deed (ether expressly or imply) upon a Receiver of te Secured Property may be exercised after the security interest created by ar pursuant to this Deed becomes enforceable by the Trustee or by any officer, manager, attorney or soliotor ofthe Trustee in relation tothe whle of such Secured Propety or any Dart thereof without Fst appointing a Receiver of such property or any part thereof or notwithstancng the appointment ofa Recever of Such property oF any pare thereat, 12,10 Treatment of money received waa ‘Any moneys received by aRecelver and/or the Trustee pursuant to ts Deed andor under the powers hereby conferred shal, after the secuty interest ‘created by of pusuant to this eed shall nave become enforceable but subject to ‘the payment of any elim having priority to thls securty interest, be applied by the Receiver or the Trustee, as the case may be fr such purposes and in such order 8s provided in Clause 13 (Distbution af Funds). Not lable as mortgagee In possession Ntther the Trust nor any Receiver shall be lable aforesaig by reason of or the Recelver entering into possesion of the Secured Property er any art there, be able to account as mortgages in possession or for anything except actu receinte or be liable for any ies on realisation or fr any default or omission for ‘which a mortgagee in possession might be liable12.12 Protection for persons dealing with Trustee or Receiver No purchaser, mortgagee or at%er person or comany dealing withthe Trustee ar any Receiver, or ts or his representatives or agents of ether ofthe, shall Be concerned (2) to enquire whether: (the secunty interest created by or pursuant to this Deed has become enforceable; oF| (i) any Secured Depost Indebtedness has become payable or remains ue; oF (li) the power which the Trustee or Receiver is purporting to exercise has ‘become exercisable; or (¥)_ any money secured by this Deed remains cue; or (2) to-see tothe application of any money paid to the Trustee orto such Receiver, and, in the absence of fraud on the part of such person, such dealing shall be ‘deemed, with respec: to such person, tobe within the powers conferred uncer this Deet and to be valid and effectual accordingly andthe remedy ofthe relevant (CGH in respect of any iegularity or impropriety whatsoever In exercse of such powers shal be in damages ony 412.13. Power of attorney For the purpose of enabling the Trustee to obtaln the ful benef of the securey Interest created by or pursuant to this Deed (but with eect ony rom and Including the Date of Enforcement), each CGM hereby irrevocably appoints the “Trustee and ary Receiver appointed by the Trustee Tor the me being an from Lime to time, severally to be its attorney, in ts name and atts expense in alt things, to-do and execite all such acts, things, mortgages, assurances and Instruments which (2) Ie covenants or agrees to do end execute under the covenants er provisions contsined in this Deed; or (©) the Trustee or any Recelver appointed by the Trustee or the sid attorney shall consider necessary or expedient to door execute forthe purpose of Taciitating the exercse by the Trustee or by any Receiver appointed by the ‘Trustee ofall or any of the powers, rights and remedies by this Dees or by Jaw vested in, confered upon or exercisable by them respectively or otherwise howsoever in relation tothe Secured Property, and with power fer all or any of the purposes afoesald from time to tne to ‘appoint and/or remove any substitute or substitutes. ach CGM hereby ratifies land confirms and agrees to ratify and cantiem whatever any such atorney a52 ‘mentioned above shall doo purpart to do in the exercse or purport exercise of allor any ofthe powers, authoriies and dlscretions refered ta In ths Cause, 1243, 12.14 Avoldance No assurance, security or payment which may be avolded under any ensetment ‘lating to bankruptcy orinsalvency, and n release, settlement or lacharge slven or made by the Trustee on te fait of any such assurance, secunty or payment, shall prejudice or affect the ict of the Trustee to enforce the secuty Interest created by or pursuant to this Dees in respect of the fal extent ofthe Secured Deposit Indebtedness. 12.45 Quiet Enjoyment Notwithstanding the securty interest upon the Secured Property created by or pursuant to this Deed and any further secunty interest upon such assets or any part thereof which may be created by the CGMs under or pursuant to ths Deed, ‘the Trustee shal permit each CGM to ald and enjoy the Secured Property and to receive and apply at thinks fal income arising therefrom and to cary on {herewith the business authorised by its Constitution (in each case, however, subject to compliance with the provisions of this Ozed) unt the security interest ‘created by or pursuant to ths Deed becomes enforceable a herenetter provided ‘and the Trustee shall have determined or become bound to enforce the same, 13. DISTRIBUTION OF FUNDS |All money received by the Trustee or & Recever fram or in respect of, oF forthe ‘account of, the CGS from anc incdng the Date of Enforcement shall aublect to payment or provsion out of such funds of or for ary debts or lables having Driomty tothe Secured Deposit Indebtedness) be held and apaled (2) Ast: Subjectto any direction made by any Court in respect thereof, in Payment or retention of al costs, charges, expenses and ible incurred {and payments made by or on behalf of te Tastee or any Receiver under tis Deed and of al remuneration payabe to the Trustee or any Receiver Under ths Deed with interest thereon as herein provided: (8) Secondly: n or towares payment to the Secured Deposttors part paszu In proportion to the amounts owing, whether actually or cntingeniy, to them ‘ofthe Principal in respect oftheir Secured Deposts and interest thereon ‘culated in accordance withthe provisions ofthe respective Secured Deposit Certicates, provide always that () before making any such payment; the Trustee shall In te case of ‘each Security Stockholder, but subject as hereinater provided, set {side on emcunt (or the proper proportion thereof inthe event of the amount avalabe for distribution and epliction es aforesad In respect ofthe amounts owing to the Secured Depostors respectively a5 aforessd being les then 100 cents in the della) equal to the‘aggregate ofthe contingent lables (any) forming part of the Security Stock; (i) inthe event of any amount owing or any part thereof in respact of the Security Stock beng a contingent ibility or indeterminate or Lunlimited in amount, then the Truste shal, subject as hereinater provided, set side 3s aforesaid such amount as shall be nominated by the relevant Securty Stockholder as its reasonable estimate oF ‘that contingent fablty or the proper proportion thereon the event ofthe amounts avaliable for dlstrbution and apolicaion aferesalé in respect ofthe amourts auing tothe Secured Depositors respectively 2s aforesaid being less then 100 cen in the dollar as the case requires; (i) any amount set aside in accordance with these provios shal be held by the Trustee and applled in the following manner: (A) winen and so often as contingent lability in whele orn part shall become an absolute ascertained lablity, the Trustee shall, pay to the relevant Security Stocknoier the amount of such absolute and ascertained labilty ora proportionate part thereo!| 12s aforesais asi the same had bean a debt presently payabie to such holéer atthe Date of Enforcement; (8) wen and so often as any portion of the amount set aside pursuant to these provisos Is no longer required forthe Durposes of the immeciatey prececing sub-paragraph (A), then {he same shall Become avallable fr cistibuton and payment as otherwise provided in this Cause 13. (©) Thirdly: Subject to the nghts ofthe holders of any subsequent lencumbrances, and the payment or provision out of such funds efor for any “debts or Hibiles having print to the Unsecured Deposit Indebtedness oF 2s otherwise required by the operation of lew, n or towards payment tothe Unsecured Deposttors pari passuIn proportion t the amounts owing to them ofthe Principal in respect of thelr Unsecured Deposits and interest thereon calculsted In accordance with the provisions ofthe respective Unsecured Deposit Certificates. (©) Fourthiy: subject tothe rights ofthe holders of eny subsequent lencumbrances, andthe payment or provision out of such funds of o for any bts or ablties having priority to the Note Indebtedness o as atherise required by the operation of law, n ar towarés payment tothe Notsholders par pessu in proportion te the amounts awing to them ofthe Prin! respect of ther Notas and interest thereon eslulsted in accordsnce with the provisions of the respecive Note Certfeates,(e) _Lasty: in payment of the surtus (if any) of such meney to the Company or such other person or persons asthe High Coutt of New Zealand on the ‘appliaton of the Trustee may dec. 14 MISCELLANEOUS PROVISIONS AS TO PAYMENT 14.1 Order of Payment of Principal and Interest {All money available for payment tothe Holders under Ciause 13 (Distribution of ‘Funds) shall be applies Fst on account of intrest apd secondly on account oF Principal, provides that, the Trustee canslderst expedient in the interests of any Cass of Holders general todo so, o th Holders within any Cee of Holders by Extraortinary Resolution ofthat Clas of Holders so orec, the whole or any art ofthe Principal may be pald before any payment is made on account ot interest. 14.2. Trustee's Powers to Postpone Distribution Ifthe amount of the funds at any time avaliable under Cause 13 (Dktnbution of Funds) is ess than 10% ofthe Principal ef the Secured Deposts, the Trustee may atts discretion Invest those funds in accordance with Clause 15.1 Rowers of Investment) and such investments withthe resulting Income thereot may be ‘accumulated unl the acoumslations together with any ether funds fer the ime betng under the control ofthe Trustee and applicable forthe purpose amount toa ‘sum sufficient to pay 10% ofthe Principal ofthe Secures Depesits as aforesaid ‘and then such accumations ard funds shall be applied in the manner specie in ‘lause 13 (Distrbution of Funds). 14.5. Notice of Distribution “The Truste shall ve not fess than 14 days notice to the Holders ofthe day, Dace and time fixe for any payment to them under Clause 13 (Distribution of ‘Runds) and, after the day so fxe, the Holders shall be ened t interest ony on the balance (any) of the money owing onthe Secured Deposts, Unsecured ‘Deposits or Notes (as apalcabe) held by them after deducting the amount (if any) payable in respect thereof onthe day 0 Fixed. 14.4 Production of Certificates on Payment by Trustee Upon any payment under any ofthe provisions of Clause 13 (Dstrbution of ‘Funds on account ofthe Secured Deposits, Unsecured Deposts or Notes (as ‘ppiicable), the relevant Cerficates shall be produced tothe Trustee who sha ‘cause @ memorandum of the amount and date of payment to be endorsed thereon, but the Trastee may in any particular ase dispense with the production ‘and endorsement ofa Cerueate upon Such indemnity or sacunty Being given asi ‘hall think suficent or without any indemnity. In relation to any Secured Deposits, Unsecured Deposts or Notes (as applicable) In respect of whieh more {than one payment Is made, whetner by instalments or otherwise, the Trustee may retain such Ceritcatas produces after the fst payment for the purposes ot ‘making subsequent payments on the Secured Deposits, Unsecured Deposts oF Notes (as applicable, end may make subsequert payments in the same menner 2 the frst payment without Habity for doing so an this bass.145 Currency of Proceeds ‘The Trustee shal dstroute moneys in the currency In whieh held oF reclves them (the Currency of Proceed), subject any agreement otherwiee batwean | the Trustee and any Holcer. 446 Currency of Proceeds Different from Currency of Indebtedness ‘inere, in respect of any Holder and any clstribution to be made under Cause 13 (Oistbwton of Funds), the Currency of Proceeds isctferet fom the currency in which that Secured Depesitor's Secured Deposit, Unsecured Depcstor's Unsecured Deposit or Noteholder's Notes (er any part thereof) is denominated (the Curreney of Indebtedness): (2) any part of Secured Depostor's Secures Depost, Unsecured Denostor's Unsecured Depost or Notehoder's Notes denominated in a currency ather than the Currency of Proceeds shall benetonaly converted int the Currency of Proceeds on the date of alstrbution at the current exchange rates (95 determined by the Trustee in its sole discretion); (©) the amounts owing to each Holder in the Currency of Proceeds (ether ‘actualy or tionally converted in accordance with paragraph (a) shal be tlised in determining the pari passu entitlement of each Helder; (©) inany aistribution the Trustee shall distbute to each Halder its entement In the Currency of Proceeds; and (©) for the purpose of determining by wha amount the Indebtedness due under any Secured Depost, Unsecured Depost or Note denominated in 8 currency other than the Currency of Proceeds hes been reduced, te amount ‘istrbuted shall be deemes to be the amount inthe Currency of Indebtedness equivalent tothe amount alstrbuted in the Curency of Proceeds converted atthe rate of exchange reerred to paragraph (a) above 14.7 Power to Call for and Rely on Certificates of Indebtedness. For the purposes of cetermining the appropcate payment tobe made to any Holder pursuant to Cause 13 (Oisibution of Funds), or the voting enttement of ‘ny Holder under this Deed, the Trustee may (but need not) require any Helder to provide t with a certieate giving details ofall amounts of any particular kid due cor alaged to be cue in respect of that Secured Depostor's Secured Deposit, Unsecured Depesitors Unsecured Deposit or Noteholde's Note as at any date “The Trustee shal be entitled to rely upon the accuracy tnd correctness of any ‘such certfeate, Each Holder shal also prove the Trustee with whatever information t may requce for the purpose ofthis Clause. The Trustee shill incur ‘ne lablity n so seting or forthe consequences of 2 acting should ery such cartifcate or Information prove to have been incorec, orf failing to request or obtain any such certifeate or information.PART VI: TRUSTEE PROVISIONS as asa 152 153 16 POWERS AND PROVISIONS RELATING TO TRUSTEE Powers of Investment [Any money held by the Trustee subject to the rusts contained In this Deed may, atthe Truste's scretion, ce invested in the name of the Trusts or ts nennees In any investment whatsoever ang with power to vary deal with or dispae of such Investments. The income arsing trom the investments made by the Tastee a ‘aforesaid shall, unless and untl the Secured Deposit Indebtedass has become Immediately due and payable, belong to the relavant CGM and, ater the Date of Enforcement, shall form part ofthe Secured Property and be subject to Aisibuton n accordance wth this Dae. Applications to Court ‘The Trustee may, at any ime from and including the Date of Enforcement, apply to the Court for an order that the powers and truss conferred under this Deed be ‘exercised under the direction ofthe Court and forthe aapcintment ofa Recelver Of the Secured Froperty er any part thereot and fer any other order or dreclon In Felation to the execution and administration ofthe powers and trusts hereot 38 the Trustee deems expecient, andthe Trustee may assent to, aparave of, or ‘oppose any application tothe Court made by, or atthe instance of, any Holder, “The Truste shall be indemniied on a joint and several bass by each CGM agent all expenses incurred in relation to any such application or proceedings In peority ‘to the Secured DepesitIndettecness. Waiver by Trustee Subject to any crection or request given by Holders pursuant to the provision of the Securities Act or by the Holders pursuant to Causes 12.2 (Acceleration of Secured Depost Indebtedness and Unsecured Depost Indebtedness), 12.3, (Acceleration of Note Indebtedness) or 12.6 (Azpaintment of @ Receiver, the “Trustee may at anytime and fm time to time, by notce in writing to the company waive, In part or in whole, fora spectted pe-od or completely, on such terms and condioons (# any) ast deems expedent, any breech or enicpated breacn by any CGM of any afte prowsions ofthis Deed or of any callatral security, provided the Trustee Is satisted thatthe interests ofthe Holders wil not be materiaty prejucced thereby, but such waiver shall in no way prejudice the rights ofthe Trustee or the Holders in respect of any ather bres [SUPPLEMENTAL POWERS OF TRUSTEE In adttion to the provisions ofthe law relating to trustees, and to facilitate the ‘lscharge of ts duties ereunder, but subject aways t the provisions of section {62 of the Securities Act tis exoressly declare thet: Reliance on Advice ‘The Trustee may, wthout lablty for ess, obtain, accept and act on, or deine and elect nat to act on:» (@) Advice: the opinion or advice of ar any infermation obtained from any barrister, solicitor, value, stockoroker, surveyor, auctioneer, chartered accountant or other excert, whether obtained by the Company or by the “Trustee or otherwise, although the same shall subsequenty be found to contain some error ar not be authentic; (0) Directors‘ Certfeate: a certitcate signed by any 2 Directors on beh of the Board, a to any factor matter orm face within thelr knowledge or the knowiedige of the Company and upon which the Trustee may, In the exercise of any ofthe trusts, powers, authorities ard dscetions and provsions hereof, require tobe sisted, or that any parteular desing, transaction, step oF thing is expedient or commercially desirable and not detrimental oF prejudicial to the interests of, or does not ors not likely to have a materia ‘adverse effect on, te Holders, as suricient evidence of such fect or matter or the expediency er cesirabilty of such dealing, tansacson, step oF hing; andor (©) Certiicates under this Deed: the statements contained in any cericate or cattifcates orn any report or reports given pursuant to the provisions of this Deed, as conclusive evidence ofthe fats stoted therein. 16.2 Resolutions ‘The Trustee shall not be responsible for acting or reliving upon any resolution purporting to have Seen passed at any meeting of Holders In respect of which a proper record has been made and which the Trustee believes to have bean Property passed even though It aterwards appears that such resolution s not bing or vale oy reason ofa detect n tne convening of the meting or the proceecings thereat or otherwise Nowsoever 416.3 Application of Funds ‘The Trustee shal not be responsible for any many provided tothe Company in respect ofthe Secured Deposits, the Unsecured Deposits or the Nates, o be bbound to see to the applieaton thereat 16.4 Custody of Documents “The Trustee may place this Deed and eny deeds and ather documents oF cernncates of tite relating to the Secured Property to which the Trustee Is entitled ‘tw possession with benker or company whose business Includes undertaking the sate custody of documents or any solicitor and make such arrangements as it thinks fr allowing the relevant CGM or ts alors othe Auditor access to or possession ofall or any ofsuch dees or documents whenever the Trustee deems Ttnecessary or conveniant todo so. The Company agrees to pay al sume required tobe paid In respect of such depocts of deeds and dacumente;, 16.5 Defects in Title: Validity of Certificates ‘Tho Trustee shal not be bound or concered to enquire into ar be lable for any efects or failure in the te of any CGH to the Secured Property (whether or nat such defects or failure miont have been cecovered upon an examination or enquiry and remedied), and shall nat be lable to any CGM or any Holder forse ‘cepting as valid any Secured Denostt Cericate, Unsecured Deposit Cetifeate (or Note Cericate subsequently found tobe forged or not authentic: 16.6. Discretion as to Powers Except as thernise expressy provided in his Deed, the Trustee shal, as regards all trusts, powers authorities and diseretions vested init by this Deed, nave absolute dlscretion as tothe exercise or non-exercise thereof and as tothe ‘conduct of any action, proceeding or claim and, provided that shall have acted vith reasonable care and dligence (having regard tots role as Trustee fo the Holcers), it shall not be responsibe for any oss, costs, eamages, experses or Inconvenience that may result from the exercise or non-exercse thereat 16.7 Delegation ‘The Trustee, whenever I thinks Its expedient in the interests ofthe Holders to do 59, may! (2) Delegate to other persons: st any tine oc times and to any person oF persons, delegate any ofthe trast, powers, authorities or dscretions vested in the Tastee by tls Deed which cannet convenient be exercised by itor through its employees upon such terms and condtions and under such reguatiors (including the aving of power to sub-delegate) and (subject to the provsions of section 62 ofthe Securities Act) the Trustee ‘shall nat be response for any loss Incurred by ary misconduct or faut ‘on the par of any such delegate or sub-delegate; (©) Agents: instead of acting through is permanert employees In the carrying ‘ut of any ofthe trusts, powers or dscretion hereby vested init, employ an agent to transact al business and do all acts required to be done under this Deeg, Including the receipe and payment of meney; (©) OFcers: delegate, from time to me and a anytime, to any of ts ofRcers ‘ny ofthe trast, powers, authorities and ascretions vested in the Trustee by ths Deed that, ong tothe place In which they ae tebe or may require tobe exercised, cannot conventeniy be exercised by the Trustee; or (©) Appications to Cour: (in sdeton to the exercise of te powers contained In Clause 15.2 (Aypeations to Court) apply tothe Court for erections in ‘eationto any question arising either before or after the Date of Enforcement. 16.8 Indemnity of Trustee \ithout prejudice to the right of indemnity by law given to trustees and subject to section 62 of the Secures Ac, the Trustee and every Recaver,attomey, mensger or agent or other person appointed by the Trustee under this Deed sha be indemnified out of the Secured Property (2) Litas and Expenses: In respect of al lablties ane out of pocket ‘expenses property and reasonably incurred by It inthe execution oF88 purported execution ofthe trusts hereof or of any powers, authorties or Aiscretions vested in it pursuant to thes Deed; anc (©) Costs and claims: against all actions, proceedings, costs, calms and demands in respect of any matter or thing éone or omitted oF in any way relating to ths Deed, ‘other than any ofthe foregcing which arse ut of vf er negligent default or breach of trust. The Trustee may retan and pay out of any money ints hanes arising from the trusts ofthis Deed al! sums necessary to elfect such indemnity and also the remuneration and cisbursements ofthe Trustee as herein provided and the Truste shall have a charge onthe Secured Property (canking In rity to th Secured Deposit Indebtedness) for all money payable te under this {rause or otherwise howsoever arising out of, orn cannecton with, this Deed or the issue of the Secured Deposits 16.9 Other Dealings Nothing in this Deed or Implied by tw shall probit the Trustee or its holaing ‘company or any ofits subsidiaries or any ofthe subsidiaries ofits holéing ‘company (together inthis Cause, where the context permits, being inclaed in the expression the Trustee) or the directors or officers of te Trustee trom being & Folder, creator or shareholder of any CGM or any Related Party er fom acing in any representative capacty for a Helder (including, but net by Way of iniaton, acting a5 Trustee or the Holders, proviced tat at al times the Trustee shal not >be entitled to treat any information receives by it pursuant to or in connection mith its role as Trustee fora lass of Hocers as information received in its ‘expecity 25 Trustee for any other Gass of Hlcers). In particular, and without Prejudice to the generality of te foregoing, tis expressly declared that the “Trustee may so act on its own account or as exces, edministrator, trustee, recover, committee, guardian, attorney or agent ern any ather Aisa, ‘larleus or professional capecity. The sctng in such capacty as aforesaid shall ‘ot be deemed a breach of any ofthe blgstions hereby established or otherwise Imposed or implied by law arising ut of the Rauclery relationship between the ‘Trustee and the Holders. The Trustee shall not by reasoa ofits Nduclary capacty be In any way precluded from making any contracts or entering into any transactions with any CGM or any Related Paty inthe ordinary course ofthe business ofthe Trustee, or from undertaking any insurance, fnandel or agency service for any of them or frm accepting or holding the office of truste for the holders of any debtor ether secures (whether cured or yneacuree) alttad by the Company or by any other compeny, and the Trustoe shall net be accountable tether to the Company or any other company or the Holders for any profits arising from any such contracts, transactions or ofc. 16,10 Represent Holders ‘The Trustee may at any time or times, ether ofthe Trustees own volton, or pursuant to any directions orn accordance with ary pally given or indicated by ‘any meeting of Holders represent the Holders in any matter, investigation, negotiation, action, transaction or proceecings affecting the interests of the Holders or conceening them generally.16.12 Acting on Instructions ‘Whenever ary authorisation or approval for orn respect ofthe taking of any {action or other matter, or any dection to take, or in respect ofthe taking of, any action or other matter, may under the provisions ofthis Deed be given tothe “Trste by Extraordinary Resolution, the Trustee may actin reliance upon such ‘authorisation or approval or (3s te case may be) shall actin accordance with any uch rection, end shal not be responsible for any loss, costs, demages, {expenses orinconvenience that may esult from the actions so taken in reliance thereon, provded thatthe Truste shall nevertheless not be so bound to act Unless frst indemnified to its satisfaction against all actions, proceedings, calms ‘and demands to which It may render self lable and all oss, charges, damages, ‘expenses ad lialiias which may Incur by 30 doing 16.12 Stamp Duty and Taxes “The Company stall pay al stamp, documentary, transaction, registration and ‘other lke duties and taxes (incloding ines, interest and penalves), if any, which ‘may be payable or determined tobe payable in connection mith the signing, Celivery, registration, performance, exercise of any right under, or enforcement or variavon of, this Deed or any document or agreement entered into pursuant to this Deed, In New Zealand and shall indemnify the Trustee eganst all abies ‘with respect to, or resulting from, any delay or emission by the Company In paying any such duties or taxes, 16.13 Trustee's indemnity ” wa wa 1 the Truste shal recive @ request or rection pursuant tothe prowsions of Clauses 12.2 (Acceleration of Secured Depost indebtecness and Unsecured ‘Deposit Indebtedness), 12.3 (Acceleration of Note Incebedness) oF 12.6 ‘Appointment of» Receiver), the Trustee shall not be Bound to comply with such ‘request or direction uriess the Trustee shall fst be ipdemnied to its satsfeccon ‘geinst all ections, proceesings, clams and demands to which the Tastee may be rendered liable and all expenses which it may incur by s0 lng (CHANGE OF TRUSTEE Retirement of Trustee Subject to any liitation Imposed by applicable statute, the Trustee may retire at any time, without assigning any reason therefor, upon giving 60 days writen notice to the Company, provided that such retirement shal be conditional upon ‘and not be effective unt the due appeintment ofa new trustee and the transfer to such new vustee ofthe securities cllateral to ths Oeed and the money and ‘vestments held by the Trustee under this Deed Removal of Trustee ‘The Company may remove the Trustee at any time, without asagning any reason therefor, upon giving 60 days! writen notice t the Trustee, provided that such ‘removal shal be conditional upen, and net be effective, unis ond unt (2) such removal Is authorised by an Ordinary Resolution of each lage of Holders; andwa 19 wa 19.2 6 (©) _® new trustee is dly appointed and the secures collateral to this Deed and the money and investments held by the Trustea under tls Deed are transferred to anew trustee Appointment of New Trustee ‘The power of appointing a new trustee in place ofa trustee which has retired or has ceased to exit orto be qualiiec pursuant to applicable legsation for ‘appointment as trestee under this Deed, or which or Is removed from office, shall be vested in the Company. IF the Company, within 60 days of receiving nctice of the Trustee's intention to retire or ofits ceasing to exist or be qualified for ‘appointment as trustee uncer this Deed or ts removal frm ofce (asthe case ‘may be), fals to exerase tne power hereby vested int of appointing @ new trustee or trustees, then: (2) the Secured Depostors may, by an &tranrnary Resolution of Secured Deposits exerise such power to the exclusion of FAT; or (©) Ifthere is no Secured Depost Indebtedness, the Unsecured Depostors may, by an Extraordinary Resaluton of Unsecured Depositors, exercise such ‘power tothe excluson of FA or (©) if here is no Secured Depost Indebtedness or Unsecured Depost Indebtedness, the Noteholders may, by an Extraordinary Resolution of Noteholders, exercise such power te the exclusion of FA ‘TRUSTEE’S POWERS CUMULATIVE “The powers, authorities and discretions conferred by thls Deed upon the Trstee ‘shall bein addition to any powers, authorities and discretions which may from time to time be vested in trustees by law and to any powers, authorves end iscretions which may from time to time be vested inthe Trstee a¢ a Holder, ‘TRUSTEES REMUNERATION Remuneration FAI shall pay to the Trustee by way of remunarstion for is servcts as Trustee Lnder this Ded a periodic Fe of such amount and at such mes a¢ may be ‘agreed in writing from time tote, provide alvaye tha, iF FAT and te Trustee fail to agree on any amount payable tothe Trustee under this Clause 19.1, the ‘dispute shall be referred to a single arbitrator the parties can agree an one) oF ‘otherwise to two arbitrators, one to be appointed by FAI anc ane by the Trustee, In accordance wth the Artitration Act 1996, Expenses FAL wil also pay all out of pocket expenses (including legal and traveling ‘expanses) reasonably incurred by oF on behalf of te Trustee In connection with1983 184 a5 @ (2) the preparation, execution and registration ofthis Deed and of any dees, financing statement or other document colateral or supplemental to this Deed (0) the exerise by the Trustee of any power or cscretion or the execution of ‘any trust conferred on the Trustee by this Deed or on any Hocer(inluding, without limitation, the taking of any expert advice deemed necessary from time to tie by the Trustee (acting reasonably); (©) any breach or defautn the observance or performance by the Company of the covenants, obligations and contons of ths Deed (@)__the convening and holding and carying eut of any directions or resolstions ‘of any mestng of Holders; (©) any application under the trusts and provisions of this Deed fr its consent {oor approval of any actor matter. yyable on Demand ‘All expenses incurred or payments made inthe lawful exercise ofthe powers hnereby conferred on the Trustee shal be payable on demand. Consents ete. FAL wil iso pay on demand any reasonable charges made bythe Trustee for work done by itn connection with the matters Geseribed in Clause 19.2 (expenses). Security Interest for Payments All expenses incurred by, all payments made in the lawful exercise ofthe powers ‘conferred upon and all emunerston payeble to, the Trustee or to any Receiver ‘shall be (eubject to any agreement between FAL and the Tustee and/or the Recelver tothe contrary) payable by FAI on demand, shall be secured by the secunty interest n the Secured Property created by, or pursuant to, this Deed, hall be satisfied before any payment Is mace tothe Holders and, from the date ‘on which they have become payable until payment, shall carry interest at the rate ‘hat ie equal to the base lening rate of FAY principal bank from time to tne.6 PART VI: MISCELLANEOUS 20 MODIFICATIONS: ‘The Trustee may concur with FAI in making any macifcaton or dion to this Deed: 20.1. No Consent Without the consent ofthe Holders fn the opinion of the Trustee, the same: (2) Technicalties: shall be made to correct @ manifest errr or is of frral, tectiiel or administrative nature; (©) Other Obligations: is necessary to ensure that the tenor or nature of the blgations imposed upon FAT hereunder correspond with or do rot confi with the obligations imposed on FAI under or pursuant tothe Securties Act, the ‘Companies Act or the encial Reporting Actor by any other applicabe statutory prousion;, (© Quotations: shall be convenient forthe purpose of obtaining or maintaining a ‘quotation of the Secured Deposits on any stock exchenge in New Zealand or cetsewnere; (8) Aopticable Law: shall be made to comply wlth the requirements or any ‘madification ofthe requirements of ary applicable lam; (©) Terms: in ration to any meatfeatons or adtions to eny Secured Deposit, ‘Unsecured Deposits or Notes, Is permitted bythe terms ofthat Secured Deposts, ‘Unsecured Deposits or Notes (as the case may be); (9) Otherwise Appropriate: Is, inthe Tustee'’s opinion, an appropriate and reasonable aciiction or acaltion i ll the circumstances insofar a5 they relate ‘to this Daed and FA! (3s to which modifications or ations which are necessary ‘or convenient for complying with any practice ofthe New Zealand nancial ‘markets of for complying with banking practice, or are necessary convenient or useful for the purpose of any financial marke, banking or business practice or ‘echnique or method adopted by elther Fal or persons whieh carry on similar business to FA, shall be prima face deemed reasonable and appropriate), provided that any such medifeaton or adaton isn the Trustee's opinion (whieh ‘pinion shall be fnal and conclusive) not key tobe or become materially prejudicial tothe genera interests ofthe Holders; (@) Clouse 22: is agreed by the Trustee pursuant to Clause 22 (Construction by reference to analogous obigations and exemptions}; oF (®) Change to fssue Terms: in ation o the terms and concions on which the Secured Deposits or Unsecured Deposits are accepte, or Notes ae SSUed, 1s ‘notified to ll Holders ofthe relevant Secured Deposits, Unsecured Deposits or "Notes net less than 30 days port the date on which the chenge becomes6 effective andthe relevant Secured Deposits, Unsecured Deposits or Notes can be redeemed by the Holders prior to that dete without penalty 20.2 Extraordinary Resolutions JF the same is, nthe case ofa provision af ths Deed aecting (2) only the interests ofa Class of Holders, authorised by an Extraordinary Resolution ofthat Cass of Holders; (©) the interests of more than one Class of Helders, authorized by an Extraoninary Resolution of each ofthat Class of Holders so affected. 21 WAIVER ‘Subject to ary applicable law, by notice ta the Company, the Trustee may waive any breach or anticpated breach by any CGM ofthis Deed or ofthe terms an ‘conditions of any Secured Deposits, Unsecured Deposts or Notes elther whaly or Inpart for @spectied period or indefinitely and on such athe terms an conditions as: (2) Trustee Deems Appropriate: the Teustee deems expedient, provced tat it ‘shall be satistied thatthe interests ofthe Hoders generally will not be material prejuctced thereby and provided further tat no such walver shall prejudice the rghts ofthe Tastee or te Holders in respect of any other breach; oF (©) Clause 22: may be agreed by the Trustee pursuant to Cause 22 (Construction by reference to analogous cbigations and exemptions); or (©) Bxtraorainary Resolution: may be epproved by Extraerdinary Resolution of {that Cass of Folders affected (Inthe case of a provsion ofthis Deed aftecing only the interests of one Cass of Holders), or ofeach Class of Holders (inthe case ofa provision of this Deed aeiog only the interests of fe Class of Holders) 22 CONSTRUCTION BY REFERENCE TO ANALOGOUS OBLIGATIONS AND EXEMPTIONS the Company Is granted an exemption, or an exemption is aplicable tothe Company, in relation to any obligation Imposed upon the Company by or pursuant ‘tw the Securities Ac, the Companies Actor the Financial Reporting Act which is material the seme 8s or analogous to any obligation of the Company under tis Deed orin respect of any Secured Deposts, Unsecured Deposits or Notes, then so ong as, Inthe Trustee's opinion, such modincation, temporary variation ar walver wil not have 2 material adverse effect onthe Company or be or become ‘matecaly prejudicial to the general interests of the Holders, the Tastee may ‘agree to modify or temporarily vary ths Deed or the terms of any Secured Deposits, Unsecured Deposits or Notes or waive any breech or antcipated breech ‘of such obligation n a manner whichis consistent with the relevant exemption,6 23. NoTIcES 23.1. Notices Any notice, demand, consent or request (8 Notice") under this Deed shall bein writing 2nd may be signed or given by or on behalf of Fal (on bena of tel and ‘each atner CG), the Truste, or any Holde (whichever person ls te giver ‘there0" by such person on ts behalf or by an officer, employee, agent, attorney cor salcor thereat and may be given: o o ‘To oF By Holders: To every Helder whose Registered Adévess in [New Zealand by ordinary past and to each Holder whose Registered Address Is outside New Zealand by airmall post; or Parties to this Deed: By any party to this Deed to any other party (unis that other party has by not less than 14 days" writen notice specified nether adress) by making or delivering i to that other party atthe address shown below toa comto: FAL Finance Limited /- Level 4 520 Queen Street Private Bag 92519, Wallesey Street uci Facsimile No (09) 362 7072 Attention: General Manager if to the Trustee to: Perpetual Trust Lied c 1 Facsimile No (09) 366 3299 ‘Attention: Corporate Services Manager 23.2. effectiveness Notices given pursuant to this Deed shal be deemed to have been made or given: @ oy Detvery: Inthe case of delivery, whan recelved; Telephone etc: tn the case of facsimile and other telephone or mechanical transmission, when despatches and4 aa a2 (© Malt tn the case of posting, onthe second day fallowing the date of posting, provides that (except in the case of Notices to or by the Holders) f any Notice Would be deemed made or given efter 4pm on any business day in the locally of the recipient (local Gusiness dy) or on ary day that isnot» loel business day such Notice shall be deemed made or given at Sam on the next succeeding local business day. Proof of Notice In proving the making or giving of any Notice (@) Execution: it shall not be necessary ta prove that any fecsimile or telephonically or mechanically eransrtted Notice was manually oF orginally ‘executed by the person making or giving It; (0) Addresses etc: it shall be suicent to prove thatthe Notice was delivered ‘or sent propery addressed, encoced, numbered and stamped or (a the ase shall require) in the customary manner ofthe method af ntiation adopted; (©) Joint Holders: a Ncice to joint Holders shall be deemed ta nave been property made or served on each Holder f made or given in accordance with this Deed tothe Halder whose name stands frst inthe Register, MEETINGS Convened by FAY at request of Holders ‘The Trostee (subject to its being indermiie to ts satisfaction aginst ali costs and expenses tobe incurred thereby), atthe request in writing of any Major ‘Secunty Stockholder or Secured Depositars holding a least 10% In Principal of ‘he Seoured Deposits or any Unsecured Deposits Holding atleast 10% in Principal ofthe Unsecured Deposits or any Noteholders holding atleast 10% in Princpel ofthe Notes, shall (anc may, ofits own volition) summon a meeting of the Secured Deposttors the Unsecured Depostrs or the Neterolers, as the case ‘may be. Any such request shal state the nature of the Business proposed to be elt with at the meeting, Other Rules ‘The Trustee may, without the consent ofeach relevant Class of Helder, agree with FAI to te edoption of supplemental rules or procedures fer meets a that Clas of Holders and/or variations to the rues and procedures appiying to such meetings set out in the Third Schedule. Subject to the foregoing, mestings of ‘each Class of Holders shall be conducted in accocdance with the res and procedures set out in the Third Schedue.2s 6 RELEASE UPON PAYMENT Upon proof baing given to the reasonable satisfaction of the Trust that al ofthe ‘Secured Depost Indebtedness, Unsecured Depost Indebtedness and Note Indebtedness has been ped or saisied,orthat provision for such payment or satisfaction has been made, in accordance with the provisions ofthis Deeg and tupon payment or retention of al casts charges and expenses incurre by cr payable to the Trustee In relation to this Deed and the remuneration ofthe “Trustee and all other money payable hereunder, the Trustee shal, tthe request and cost of FAI, execute a deed of release ofthis Deed anc hall thereupon retire, GOVERNING LAW ‘This Deed shal be governed by and construed in accordance with, the laws of New Zealand. LIN WITNESS WHEREOF this Deed s executed by the partos a ofthe date frst written above.FIRST SCHEDULE (Form of Secured Deposit Certificate other than Security Stock) Date} Name of investor] (Address of investor] Dear frame of investor) RE: INVESTMENT ADVICE ACCOUNT NO. [ 1 ‘This letter Sets out the details of your Investment with FAI Finance Principal Amount: $. = Investment Term: _ - Maturity Date: — Interest Rate: __%pe Interest Payment ate Gross Withholding Net interest Interest Tax Interest Instruction: This letters a valuable document and we suggest that you keep tina safe place, We thank you for choosing Aland look forward to being of acsstance to you i the future. Yours sincerely Investment Administrator “Terms and Concitons 41. Theinvestment shown inthis letter is» Secured Deposit with FAL Finance Limited FAM). Te Secured Depostis constituted pursuant toa trust deed ("Trust Deed") dated [ ] Gctober 2002 between FAI and Perpetual Trst Limitedo (Trustee). A copy of the Trust Deed may be inspected free of charge at the recistered offee of Fal Finance. 2 _Allamounts shawn in ths letter aren New Zealand currency, and all payments vl be made in New Zeslend currency. FA or the Trustee may requie this eter to be surrendered before the Secured Depest shawn In ths letter is repaid or any transfer of the Secured Depost canbe relstered 3 FAL ill pay interest nthe Secured Depost inthe manner and on the detes set out above, arc will repay the Secured Depost on the Maturity Date set out above (Subject to any instructions that you alve FAI Finance in respect of any r= Investment of your Secured Depost) 4 The investor whose name and address appears on this letter Is the reostered holder ofthat Secured Depost. FAT and the Trustee wil (inthe absence of any fraud or wil default) recognise each registered holder ofa Secured Deposit as entitled to that Secured Deposit ree trom any set-off a other claim between FAL ‘and any previous holder ofthat Secured epost. 5 FALhas the discretion to allow you to transfer your Secured Depost, provided that, flloning any such transfer, neither you nor the transferee holds Secured Deposits tat have a Principal amount of less than $1,000. It you de transter your ‘Secured Deposit, you wil remain the holder ofthe Secured Depest unt the new holaer’s name nes been entered in the Register. 15 The Tolowing is a bret description of the secunty for your Seoured Depest + Your Secures Deposit has the benef ofa security interest over all of the ‘assets OFFAL. ‘This secur interest is rst ranking subject only to certain Dror charges and ether interests oven preference by law or otherwise Permitted under this Trust Deed. FAs permitted to grant arir cnarges Under the Trust Deed provided thet the emount secured by those prior ‘charges doesnot exceed 7.5% ofthe total tangible assets of FAL; + FAL and each Charaing Group Member (if any) ls olny anc severally responsible for the Secured Deposits. No other person including the Trustee, ‘quorentees the repayment ofthe Secured Depesits or the aayment of any Interest on any Sacured Depost. As atthe date ofthis Certificate, there are 0 Charging Group Members [delete whichever ie not applicable] / the Charging Group Members are [ 7 Others terms and conditions relating to your investment are set outin the Investment Statement that you received with your apolicaion form and in FAL ‘most recont Prospectus. You can request a copy af the Prospectus from FAl‘SECOND SCHEDULE (Form of Security Stock Certificate) FAI FINANCE LIMITED Certificate No.: Registered office: SECURITY STOCK CERTIFICATE ‘The Secured Deposit evidenced by this Security Stock Cerifcate is Sacunty Stock ‘constituted and secured by 2 Trust Deed dates (1 2002 made between FAT Finance Limited (FA) and Perpetua Trust United as Trustee, an is issued with the ‘benefit, and subject tothe provisions, ofthe Trust Deed andthe Conditions endorsed hereon. ‘THES 15 TO CERTIFY THAT ait 1 (the Lender) is the recistered holder of Securty Stock, 2 Subject tothe provisions of Clause 3 hereof, the Security Stock is const by \nay of continuing security forthe due payment and satisfaction to the Lender ‘upon demand of al abilities oF the Company tothe Lender, whether: (@) Incurred betore or aer the issue ofthis Certfeate; and (©) matured or not; ane (©) absolute or contingent and (2) incurred by the Company within or without the scope ofthe relationship of banker and custome, ‘and shall include (but not by way of imitation) labiiies in respect of () cheques, bis, notes and other negotiable oF non-negotiable instruments raw, accepted, oF endorsed or guaranteed, nd (1) Interest (whether capitalised or otherwise compounded or current) accruing ‘at te rate or respective rates from te to time agreed between the ‘Company andthe Lender; and (iH) commission, exchanges, reexchanges, legal expenses and other sol proper banking and commercial charges 3. The Security stock is consbtuted onthe special conliion tht, at any date (the ‘rotevant date) the Securty Stock shall secure only:n (2) 95 Principal the lables refered In Clause 2 ofthis Securty Stock Certificate atthe relevant cate (after deducing therefrom interest accra from the immediatly preceding date for payment of interest to, or the {etitng of inerest by, the Lender, such amount belng refered to In ths Security Stock Certificate asthe Secured Aunt); and (0) 2s interest, the aggregate amount ofthe interest deducted pursuant to Clause 36) of this Security Stock Cericate pus interest on the Secured “Amount from the reevant date up tothe date of ral payment atthe rte charged or chargeable by the Lender in respect of advances by the Lender tothe Company atthe relevant date or if there shal be differential rates ‘charged or chargeabe to the Company atthe relevant date, then at the ‘overall average rate charged or chargeable as aforesaid. Upon any clstrieution of the moneys available pursuant tothe provisions of Clause 13 ofthe Trust Deed te Secunty Stock shall entite te Lender to payment pam passu with te ather Secured Depositors in respect ony afte Secured ‘Amount determined at te Date of Enforcement, together with interest calulated ‘pursuant tothe provisions of Cause 3(b) ofthis Secunty Stock Ceriete onthe basis that the Date of Enforcement isthe relevant dat, paTED FAX FINANCE LIMITED Notes (2) _ Al sums specified inthis Securty Certificate relate to New Zealand currency (2) _Aitenton is drawn tothe Conditions endorsed eran, conorrions 1 The holder of the Securty Stocks ented pari passu and rateably wth the holders ofall other Secured Deposits constitute by the Trust Deed ta the benefit of, and Is subject to the provisions of the Trust Deed. 2 Subject as provided in this Secuty Stock Cericate, the hotder of the Sacurty ‘Stock shall, as a condition prececent to receiving paymert ofthe Secured Amount lor any part thereof ater enforcement of the secunty interest created by or pursuant to the Trust Deed, produce this Secuty Stack Certfeate for endorsement to FAY orto the Trustee, asthe case may require, provided always {that this Condtion shall nt precude payment by FA or by the Trustee withoutn Droducton of this Security Stock Cericate if FA oF the Trustee so lec this Condition shall nat apoy Ifthe Trustee requires payment toi of the Secured ‘Amount in accordance withthe provisions ofthe said Trust Deed 3. The Security Depest shall not be transferable by the Lender, 4 \Nelther the repayment ofthe Security Stok nor the payment of any intrest thereon is guaranteed by the Tuste.ua 12 4a as 2 2a 22 23 n THIRD SCHEDULE Rules and Procedures for Meetings of Hokters (Clause 24.2) Interpretation References in this Schecule to regulations are references to the provisions ofthis Schedule ‘Appointed Time means the day and hour at which any mesting f @ Class of Holders er the taking of poll ofa Class of Holders (not st a mestng ofthat Cass of Holders) is. ‘due to beheld. Proxy Closing Time means 48 hours before the Appointed Time of the relevant meeting of 2 Cass of Holde's or taking ofa pel of Class of Holders (oat at a meeting of tat Class of Hoders). [Representative means 8 person appointed by an instrument by way of proxy or by @ ower of attorney and inaction, inthe case of @ Holder being a body corporate, 2 person authorised pursuant to ts constituent documents Selected Date has the meaning glen to that tem in regulation 2.2(a) Convening and Place “The Trustee or FAI may at anytime a their own volion convene a mesting of one or ‘ore Classes of Hoiers. FAI shall, whenever required todo so pursuant to Cause 24 (eetings) ofthe Trust Deed or by the Secures Act, convene a meeting of one or ‘more Gnsses of Holders, [Notwithstanding the provisions of regulation 2.1 above, the Trustee shal! aot be obliged to convene a meating of one or mere Classes of Holders pursuant to such provisions luntl it has been Indemnified tots satsfacton against al costs ond expenses to be ‘hereby incurred [A east 10 days before a meating is convened: (2) _IFFAT convenes the mesting, it shall advise the Trustee, or, asthe case may be, if the Trustee convenes 2 meeting it shall advise FAL, In rig ofthe place, day ‘and hour of te meeting and the nature ofthe business to be transacted; (©) FAT shal obtain the prior approval in wing ofthe Trustee to the draft of any {ocuments tobe sent by FAI to Holders within the Cass of Holders cencemmad; ana (© ifthe Trustee requires, Fal stall include withthe documents sent to such Holders {any statement which the Trustee requires to make in relation tothe mesting and the matters to be dealt with trereat.3 Ba 22 33 34 4a 42 ” Each Meeting shall be held inthe ty or town in which the registered ofc of FAL situated or at such ether place asthe Trustee determines or approves, Notice [At least 14 days’ tice of every meeting of Holders (exclusive ofthe day on which ts served and the day ofthe meeting) shal be given in the manner previdedin the Trust Deed (namely in Clause 23 (Notices) t the felling (2) subject to reguiation 4.5, every Holder within the relevant Class of Holders ‘entered in te Register as atthe close of Dusinesson a date eetectc by FAL (selected bate), being a date net less tran 5 Business Days anc not more than 15, Business Days prior tothe este of despatch ofthe notice (exclusive of the day on which the netic is served). The materi! accompanying the notice ofthe meting shal specty the Selected Date; and (©) every legal personal representative or assignee in bankrunty of decessed or bankrupt Holder who, but for that Holder's death or bankrupt, would have been entitled to receive notice of the meeting, Each notice shal spect the place and Appointed Time ofthe meeting ond the general nature of the business to be transected, butt shall act be necessary to specty inthe notice the terms of any retoltion to be proposed, except in the case of resclution Proposed tobe passed as an Extraordinary Resolution in which case the text ofthe proposed resolution sail be sot xt 1 the meeting is convenes by FA, 2 copy of the notes shall be sentta the Trustee, If the meeting is corwered by the Trustee, a copy of the notes shal be sant ta FAI. if ‘any ofthe Secured Deposits are listed for quotaten on the New Zealand Stack Exchange, a copy oF the notice shal aso be sent to the New Zealand Stack Exchange at ‘the some time a5 noice are sent to tha Sacured Depositos, ‘The accidental omission to lve notie ar the non-rceln of nctice by any person entitled thereto shall nat invaléate the proceedings at any meeting, Quorum No business shall be transacted at any megtng unless the requisite quorum is present ‘at the commencement of business. Subject to regulation 4.4 in relation to adjourned meetings, the quorum for passing an Extraordinary Resolution ofa Class of Hokers shal be: (2) where the total number of Holders within that Class s not more than 5, al those Holders preset in person or by Representative; (©) where the total number of Holders within that Classis more than S, Holders Within that Class, present In person or by Representative, not being less than 5 In number and nolding more than one-half of te Principal ofthe Secured Deposits, Unsecured Deposits or Notes (asthe case may be)7s 4.3. Subject to regulation 4.¢ In relation to adjourned meetings, the quorum fr the transaction of any business ata meeting of @ Class of Holders other than tne passing of fan Extraordinary Resolution shall be Holders within tht Class present in person or by Representative hong or representing atleast 10% ofthe Prndoal ofthe Secured Deposits, Unsecured Deposits or Notes (as the case may be). 444 If, within 30 minutes from the Appointed Tine, a quorum isnot present, the meeting shal: (2). Meonvene upon the request of @ Holder, be csolved; or (©) Inany other case, stand adjourned to such day and time not being less than 14 ‘ays thereatter and to such place as may be appointed by the chlrpersan ofthe ‘meeting, Atsuch adjourned meeting, the Holders within the relevant Class of| Holders present shel (regardless of thir number o te Principal of Secured Deposits, Unsecured Deposits o° Notes held or represanted by them) be 2 quorum for the transaction of business (Including the pessing of Extrzordnary Resolutions). 4.5 Notwithstanding regulation 3.1, atleast 7 days’ neice of an acjourned meeting at which ‘an Extraordinary Resolution Isto be submitted shall be given tothe same persons as ‘hoes who were givan notice ofthe exginel meeting end atherwise shall be given in the ‘same manner (exceptin respact ofthe period of notice) a notice ofthe original ‘meting. Such notice shall state thet the Holders presen a the adjoumed meeting whatever ther number and whatever the Principal held or repented by them shall form a quorum. No notice shall be required of any other adjourned meeting, 5. Right to Attend and Speak {Any Grecter, officer or solicor of the Trustee and any other person authorised by the Trustae or FAI may attend any meeting (ncucing any adjournment thereof and al such persons shall have the ight to speak at the meeting 6 Chairperson ‘Aperson nominated in writing by the Tastee shal reside as chalrpersan at every ‘meeting and, if no such person is nominated ori at any meeting, the parson nominated isnot present wituin 15 minutes after the Appointed Time, the Holders present and eligible to vote thereat shall choose ane oftheir number tobe chairperson ‘and, fling such chole, FAT may appeint the chairperson, 7. Adjournment 7.1. The chairperson may, with the consent of any mesting at which a querum is present, and shal i so directed by that meeting, adjourn the meesng fram tme to time and from place to place. 7.2. No business shal be transected at any adjourned meeting except business which might have been lawfully transacted at the meeting trom which the acjournment tock place,% ea 102 103 10.4 10s 106 107 7 Recognition of Ownership ‘The persons registered! as Holders Inthe Resster a cose of business onthe Selected Date and no other person ar persons shall be recognises and treated as the egal Holcers of the Secured Deposits, Unsecured Deposits or Notes (as the case may be) speaiied in the Register, winter or not such persons are infact the awners of such ‘Secured Deposts, Unsecured Depests o Notes Authority to Vote ‘The persons registered as Holders Inthe Register at close of business onthe Selected Date, or their respecte Representatives, nal, except as may be othemise provided by regulations § anc 13.8, be exclusively ented to be present at @ meeting of Holders, to be counted inthe quorum, anc to vote in person or by Representative. Proxies ‘The Holders may appoint proxies. ‘The instrument appointing a proxy shal be in writing under the hand ofthe appointor oF of his or her attorney duly authorised in wring or, ifthe appointor is a boay coxporete, ‘ther uncer sea or uncer the hand of an offcer ofthe Body corporate, or is attorney ‘uly authorised in writing. [A person appointed to act as proty need not ba» Holder and a alder ofa prony shall have the right to speak at the meeting (or any adjournment there, ‘The Instrument appointing a proxy ant the power of attorney or other authonty (any) ‘under whichis signed 0° a copy of such power or authority carted by a ear or rotary public orin such ather manner as tha Tstee shal prove, shall be deposed at such place as the Tastee, or FAI withthe approval ofthe Trustee, may in te notice convening the meeting dire: (or, iF such place ls appointed, hen atthe registered office of FAD not ater then Proxy Closing Time (or such athe shorter pried a FAL may directin the notie corvering the meeting) an, n default, the instrument of proxy shal snot be treeted as vali, provided thatthe Trustee, or FAI withthe approval of the Trustee, may inits dstretion accept and treat as valid an instrument of proxy delivered late or otherwise than in accordance ith this regulation 10.5, [An instrument of proxy may be in any usual oF cormman form or In Such other frm as the Trustee shall approve and may made provision for drecsiors to be given by the ‘grantor to vote in fevour of or against any proposed resclution. Aproxy, wether in 8 usual or commen frm or nc, shal, unless te contrary is sated thereon, be valid as well for any adjournment ofthe meeting as forthe meeting to which itrelates and need nat be witnessed. Notwithstancing any provision contained in {an instrument of proxy, no instrument of praxy shall be valla ater the expiration of 22 ‘months from the date ofits execution, but tis provision shal not be construed ta apply ta the appointment of an attorney or representative otherwise than by an intzument of roxy. ‘An instrament of proxy in favour of” (the chairperson of Fat; of (il) the chairperson of tne meeting or the enalrperson (howsoever expressed), all be val end effectual as though i were tn fevour of @ named person and shal in ‘the case of paregrap (1), constitute the person holding the office af chalrperson of FAL {ang n the case of paragraph (i), constitute the person who cals the meeting for which the prony is used (whether an adjournment or not) the lant proxy ofthe eppointor. 10.8 A person appointed prony shall have the right to demand or jin in demanding a pal anc shall (excep tothe extent to which the proxy is specially directed to vate fr or against any propesa have the power generally to ac at the meeting fr the Holder ‘eoncerned 410.9 vote given in sccordance withthe terms of an instrument of proxy or power of attorney or authority as refrred to In regulation 12 (or athe form approved by the Trustee) shal be vallé notwithstanding the previous death, Insany oF (inthe cave of ‘compary) liquidation ofthe principal, or revocation ofthe aroxy or power of atomney oF ‘other form of appointment or authority (or ofthe authority under which the proxy, ower of attorney or authority was executed), or the tranefer ofthe Secured Depeits, Unsecured Deposits or Notes (as applicable in respect of which the vat e given, unless Intmation in writing of such desth insanity, ulation, revocation or transfer is received bythe Trustee or FAI at its registered office before the commencement ofthe ‘meeting oF adjourned mesting st which the roxy, poner of attorney o autho Is sea, 11, Attorneys ‘Any Holder may, by power of ttoreey, appaint an attorney or attorneys (wh Need not bbe @ Helder) to vote ard act on his, hero its bah at any meting (ard any ‘adjournment therecf), An attorney shall be ented to produce evcence of His or her appointment at any time before the Appointed Time of the meeting or adjourned ‘meeting at which he or she proposes to vee, rat such meeting ar adjournac meeting {in attorney, If so empowered, may appoint 8 proxy forthe Holder aanting the power of attomey, 12, Corporate Representatives ‘A person authorised 3s required or permitted by law by @ Helder whichis a body ‘corporate to act fort as is representative at any meeting or any adjourned meeting shall be entitled to exercise the same powers on behalf ofthat bedy corporate as that body corporate could exercise If t were an individual Holder. person so authorised shal be entitled to produce evidence of his or her appointment at any time before the ‘Appcinted Time ofthe meeting or adjourned meeting at which he or she propases to vote, ora such meeting or adjourned mestng. 13. Voting 13.1 A resolution put tothe vate of meeting shal be decided on a show of hans unless @ Pall is (before or on the declaration of the result af the show of hard) demanced by ‘the chairperson, or the Trstee (or any representative of the Trustee), the Company,8 ‘any Major Security Stockhalder (In the case of @ meeting of Secured Bepostors) or ont ‘oF more Holders holding or representing net less than $3 in Principal of the Secured Deposits, Unsecured Deposts or Notes (9s the case may be) forthe time being outstanding. Unless a poll isso demanded, a dedaraton by the chalrperson that & resolution has been carried or carried unarimeusiy or by @ particular majerity or fast shall be conclusive evidence ofthe fact without prot ofthe number or propetion ofthe Votes recorded In favour of or against such resolution, 13.2 tf poll's duly demanded t shall be taken in such manner asthe chalrperson may ect and the rest of such pel shal be deemed to be the resolution ofthe meeting at lbh the pol was demande 13,3 1h case ofan equalty of votes, whether on a show of hands or ana pol the ensirperson ‘ofthe mecting t which the show of hands takes place ora which the pl is demanded shall bo entitled to a casting vote in ection tothe votes It any) to which he or she may be ented as a Hlder or on bens of Holcers 134 pol demanded on the election of @ chairperson or on a question of adjournment shall be taken fortnwith. A poll demanded on any other question shal be taken elther Immediately or at such time (not being more than 30 days from the date of the ‘maeting) and place asthe chairperson may direct. The result of such poll shal be ‘deemed tobe the resolution ofthe meeting at which the pal was demanded, No notice need be given of a pol net taken Immesiataly 13.5 The demand fora poll shall net prevent the continuance af a mestng forthe transaction of any business other than the question an which the poll as been demande, 13.6 0n pol, votes may be given either personally or by Representative, On a pall, 2 _erson entitled to mora than ene vote need not us al ofthat persn's votes or cst al the votes that person uses inthe same way, 413.7 On a show of hands, each person present atthe meeting and enttled to vote (whether personally or by Representative) shall have one vee any. On a poll, every Holder (including any Securty Stockholder) who is preset n person or by Representative shall be ented to one vote for every nominal $1.00 of Secured Deposits, Unsecured Deposits oF Notes, as the case may be, of which tat persons the Helder. Any Secured Deposits, Unsecured Deposits or Notes fr the time being held by FAL or any related ‘company (es defined in section 2(3) ofthe Companies Act of FA shal rot wht held confer any right to vate 13.8 In the case of joint Holders, the vote ofthe senior who tenders @ vote whether in person ‘or by Representative shall be accepted tothe exclusion ofthe votes ofthe atner joint Folders and, for this purpose, seniority shal be determined by the order in which the names stand inthe Register in respect of the Join halding. 14, Ordinary Resolution ‘The expression “Ordinary Resolution” means, In respec ofa Class of Holders, 2 resolution passed at 3 meeting ofthat Class of Holders duly convened and held In accordance with the provisions ofthe Trust Deed at which not les than ane alf (4) of15. 35 152 * the persons voting thereat upon a show of hans, or, Ifa polis duly demanded, then ot less than one ha (i) ofthe vats elven on Such a pol, voted in favour ofthe resolaon. Extraordinary Resolution ‘The expression “Extraordinary Resolution” mesns, In respec of @ Class of Hodes, @ resolution passed at @ meetung ofthat Gass of Holders duly convened and held in accordance with tis Schedule at which a least three-fourths (34) of ne persons voting {2€ the meeting upon a show of hands or, ia poll is duy demanced, then atleast three- fourths (%) of the votes given on such a pal, votad in favour of the resolution Without inting the rights, pomers and discetions conferred on the Trustee by the ‘Trust Deed but subject to regulation 16 below, and in addon to al other powers which by the Trust Deed are spocfiad as exercisable by Extraordinary Resolution, the flowing oners may be exercised by Extraarainary Resolution ofa Class of Hlders in Accordance with the terms and conetions (any) conaines in such Extracrinary Resolution: (2) power to agree, approve, authorise, ratty, and sanction any act, mater oF thing ‘whatsoever in relaton to arn connection withthe Trust Baad, the Secured Deposits, Unsecured Deposits ar Notes (asthe case may be) and te exercise or performance by the Trustee of ts powers, duties, and decrations in respect thereat (©) power to sanction ether unconditionally or upon any conditions, the release ofthe ‘Company from the peyment of ll or any part ofthe Secured Deposit Indebtedness, Unsecured Depost Indebtedness or Note Indebtedness (a the case may be), or the surrender or release of the whole or any part of the Secured Property; (©) power to sanction the exchange of Secured Deposits, Unsecured Deposits or Notes (@s the case may be) fr, oF the conversion of Secured Deposits, Unsecured Deposits or Notes (as the case may be) into, equity secures, dett secures, or any other obligations or secures ofthe Company ar any atner company formed ‘oF to be formed (2) power to postpone, oF with the concurrence of Fl, to accelerate, the day when the Principal of the Secured Deposts, Unsecured Deposits or Notes (as the case may be) shal become payable and to suspene or postpone, or, with the ‘concurrence of FAI, to accelerate, the payment of interest on Secured Depests, Unsecured Depesits or Notes (as the case may be}; (©) power to sanction any alteration, release, mesifeation, walver, variation, ‘compromise or any arrangement in respect cf the eahts ofthat Class of Holders against FAT, howsoever such rights shal arse; (8) power to assent to any alteration or adltion tothe prvislons contained in the Trust Deed or the terms or condtions attaching tothe Secured Deposits, Unsecured Deposits or Notes (as the case may be) proposed or agreed toby FAL16. @ oo) 0 o 0 ( Effect of Ordinary Resolution or Extraordinary Reso 80 ‘and to authorise the Trustee to concur In and execute any supplemental trust ‘deed embodying any such ateration or adtion; power to give any sanction, assent, release or walver of any breech or default by PAI under any ofthe provisions ofthe Tust Deed or the terms or cancitions| attaching to any Secured Deposits, Unsecured Depots or Notes (as th case may be); power to authorise the Truste or any Receiver appointed by It where the Trustee ‘or Receiver shal have entered into possession ofthe Secured Property or any part thereof to give up possession of the same to FA ether conditionally or upon any conalton; subject to section 62 ofthe Secures Act, power to dacherge, release oF ‘exonerate the Trustee fem all lly in respect of any ect oF commission oF ‘omission for which the Trustee has er may become responsible under the Trust Deed: power to sanction any scheme fr the reconstruction of FA ar forthe ‘amalgamation of FAI with ary ather company where such sanction is necessary; subject to the provisions ofthe Trust Deed (and in particular, without ting Clouse 17.2 of the Trust Deed), power to remove any Trustee and to approve the ‘appointment of or appoint @ new Trustee; power to give any consent, approval, dlepensation, authorssion or waive, orto take any other action, abe to be given or taken by the Truste or the Holders Under the provisions of the Trust Deed or the terms and conditions of eny Secured Deposits, Unsecured Deposits or Notes (as the case may be); power to authorise the Trustee to cancurin and execute any supplemental deed tor ether document embodying such sanction, authority or approval, assent, release, waiver, direction or request referee to or otheralse permitted by tis regulation 15.2. ion ‘an Ordinary Resolution or Extraerinary Resolution of Claes of Holders passed a a ‘meeting ofthat Cass of Holders duly convened and held in accorcance with the regulations contained in this Schedule shall be binding upon all the Holders within that lass, whether present or not present at the meeting and each of the Holders within, {that Class ang the Trustee (subject to the provisions of ts indemnity contained Inthe “Trust Deed) shall be bound to give effect hereto accordingly. The passing of any such resolution shal, as between the Trustee and the Holders within the relevant Class of Holders, be cancisive evidence thatthe rcumstances justify the passin thereo, the Intention being that it shall rest withthe meeting to determine without appeal whether ‘oF not the circumstances just the passing of such resolution, A resoltion which fects ether 2 particular Holer only, as opposed to the rights ofthe Holders generally ora Class of Holders generally, shall ot be binding on such Holder unless such Helder agrees to be bound by the terms of any such resolution,37, Minutes Minutes ofall resolutons and proceedings at every meeting shall be male bythe ‘Company or by some person appointed by the chairperson of such meeting at which such resolutions were passed or proceeding had, or by any persors appointed by the 3d chairperson ofthe meeting forthe purpose, or bythe chairperson of the next succeeding meeting of Holders, shal be prima face evidence ofthe matters stated in ‘those minutes and unl the contrary is proved every such meeting In respact of the proceedings of which minutas have Been made shall be deemed to have been ly he land convened and all resolutions passed or proceedings had thereat ta be duly passed land hac, Copies of such minutes shall be furnished by FAL to the Trustee as eery os possible afer the holding ofthe meeting to which they refer 418. Retolutions in Writing 48.1 Anything that may he done by Holders by Ordinary Resolution or Extraordinary Resolution passed at a meeting of Hldars may be dane bya resolution in wring signed by at least 75% ofthe Holders having the night to vote an that resoltion,holcing in the aggregate Secured Deposits, Unsecured Deposits or Notes (as the case may be) conferring the right to cast not less than 75% ofthe votes which could be cast on that resolution, 18.2 Any such resolution may consist of several documents in similar frm, each signed by fone or more Holders, 18.3 Any such resolution may be signed by 2 Holders, or an agent er attorney of the Holder ‘uly authorised in writing, orf the Holders @ body corporate, elther under is seal or ‘signed by an officer er attorney so authorised or by any director, secretary, general ‘maneger, investment manager or ather person who anpaars tothe Trustee to have. ‘2uthorty to sign the resolution on behalf ofthat body corporate82 FOURTH SCHEDULE FAI FINANCE LIMITED (ray) Directors’ Quarterly Reportas at fend of the financial quarter] (Relevant Date) Perpetual Trust Limited We refer to the Trust Deed dated [ __] 2002 between FAr and yourselves as trustee. Terms defined In the Trust Deed have the some mearings wen used in ths report. The undersigned, baing two Directors of FAL, certty on benaf of the Board 35. follows, 3s atthe Relevant Dat, Having considered the fnancial postion (Incuding the contingent Libllies) of the Company as a going concern, (which the Board is satisfied will be the case over the relevant period) ard such budgets, reports, projections, certiicates and assurances 0¢ we deem necessary and the anticipated acing transactions and sources of france ‘arranged, oF expected on reasonable grounds to be arranged, during the 12 monthe {om the Relevant Date, to the best ofthe Directrs!knawiedge and belle: (2) the Company will be able to meet al its Uabiiies (incuding maturing Secured Deposits, Unsecured Deposits and Notes, and interest on Secured Deponits, Unsecured Deposits and Notes) which fal due or are anticipated to become payable during the 12 months from the Relevant Date in accordence with ‘accented commercial practice; and (©) the Company meets the Solvency Test (as defined In Section 4 of the Companies Act) To the best ofthe Directors knowledge and belief ater having made all due enguity (© al Secured Deposits, unsecured Deposits and Notes which have fallen due for Dayment (and in respect of which there are no arrangements to leave such ‘Secured Deposits, Unsecured Deposts or Notes remaining owing on eter terms {2s to repayment) have been pal or othernisesaished; (8) all imerest due on such Secured Deposts, Unsecured Deposits and Notes has been patd or otherwise sats (© the Company or its agent has duy maintained and has had audted at least annually the Registers; (@) the Company has complied with the provisions of Clause 10.1 (Limitations) and ‘Clause 10.2 (Negative Covenants) ofthe Trust Deed#3 (©) the Company nas duly observed and performed all the provisions binding upon it Under the Trust Ose; (0) there has been ne change in ny accounting method or method of valuation of the Secured Property or Uebilites or in the eta appled in dedcing whether dts should be written of or not. LF any change has been made, a statement to that etfect with parteulars}; (2) 0 material trading oF capital loss has been sustained by the Company. [Uf any loss has been sustained, a statement to that effect with particulars; (h) no Lables aring trom guararkees or indemnites have been incurred during the 3 months ending on the Relevart Date, (Uf any Lailtes have been incurred, 2 statement tothe effect with deta]; 1) no Liabilities arsing from guerantees or incemmities wil or are hiely to mature In the 12 months from the Relevant Date which wil materaly affect tre Company or Its abilty to repay any Securad Doposts, Unsecures Depesits or Notes maturing or interest payable during that peed; W) no eraumstances have occurred which mateialy adversely affect the securty Intevest eeated by or pursuant tothe Trust Deed oF the lkelinoed ofthe Holders belng pa in al (no creumstances have arsen which render adherence to any existing method of ‘valuation of assets or Lables misleading o inaporopriate (Dro event has happened which could cause the Secured Deposits, Unsecured Deposits or Notes to become repayable before due date; (om) there has not been any substantial change In the nature of the business of the company; (0) all Related Party Transactions have been entered into in eecordance with clause 10.216); (0) all Insurable Secured Party is insured agalrst al ris that it would normally be considered prudent to Insure against, having regard to the Company's business; and (p) the Company has not changed its name, has net changed its place of ‘Incorporation, and has not moved any Secure Property ouside New Zealara. [As at the Relevant Date, fllowing are the calculations ofthe ratos and covenants in Clauses 10.1(2) and (b) of the Trust Deed, the amounts of outstanding Secured Deposits, Unsecured Deposits and Notes and the detals of Prior Charges. Gearing Ratio ~ (Clause 10.1(a)) “otal Tangible assets (TTA)[Sorta — a Total abies @ Excass of { 96] of TTA over Total abies Prior Charges Limitation - (Clause 10.4(6)) [ls ora s Prior Charges $ Excess of [J of TTA aver Prior Charges Outstanding Secured Deposits Security Stock * ‘Secured Deposits (other than Secuty Stack) Total $ Outstanding Unsecured Deposits Total ’ Outstanding Notes Total s Particulars of Prior Charges [Name of Charges] [Descition of crgee property] (Amount secured] Particulars of Related Party Transactions [Here stall Relates Party Transactions and amounts ~ ifn In this Certeate, Total Lables le calculated as Lusbities st 1 plus Total Contingent abies $f 1 plus Redeemable Preference Shares $f 1 tess Suborsineted Debt st 1 Cinclosing SE of Notes)Convertible Notes € paTED FAI FINANCE LIMITED Director DirectorFIFTH SCHEDULE “This Supplemental Trust Deed is made on the cay of PARTIES. t 1 (the subsicary) Limited (the Trustee) wtropuction ‘The Subsidary is a subsilary within the meaning ofthe Companies Act 1993 of FAI Finance Limited, a duly incorporated company having Its realstered office at ‘Ruck (FAD) FAT entered into a Trst Deed deted 2002 (the Trust Deed) to secure the principal and interest moneys and premium (any) from time to ‘ume payable In respect ofthe Secured Depots and all ther moneys from time to time owing on the security ofthe Trust Deed [At the request of FAI the Subsidiary wishes to execute tis Deed (being a deed supplemental tothe Trust Deed and inthe form preserted in Schecule Sto the ‘Trust Dead) In order to become a Charging Subsidiary a defined in ana pursuant to the provisions of the Trust Dee ‘The Directors of the Subsilary pursuant tts Consitulon resolved on ‘thatthe Subsidiary: (@) guarantee the due payment by FA of all moneys from time to me owing by under the Taust Deed (0) execute register and delver to the Trustee securty (both ied ans Mating) over its undertaking and assets In suppor of Is said guarantee, ‘and that this Deed be accordingly executed. AGREEMENT “To the extent to which the same are applicable the defntions and provisions contained in iause 1.1 of the Trust Deed shall apply to and be incorporated in ‘his Deed. ‘Te Subsidiary hereby Jointly and severally with al ther Charging Groun Members unconcitienally guarantees the due ard punctual payment by the ‘Company, in accordance with the provisions af the Trust Deed of te Guaranteed Indebtedness as and when the same shal Become due and payable thereunder ‘and the due observance and perfermance by eachother Charging Group Member ‘ofa of is obigetions uncer the Trust Deed and the provisions set out In® ‘dauses 8.2 to 8.12 (ncusive) shall apply tothe unconditional guarantee hereby ‘iver by the Subsialry in the seme manner andto the same exten asi the some had been mutatis mutandis set out In ful inthis Deed and made epoleabia to this guarantee. 32 (2) The Subsidiary nereby grants to the Trustee 2 secunty interest nal of ts Personal Property to secure the payment of the Secured Deposit Indebcesness. (©) The Subsitary charges in favour ofthe Trustee al ofits Other Property as security forthe payment of the Secured Deposit Indebtedness, (©) Such charge by the Subscary shall ark subsequent to any charge permitted to subsist pursuant to the provisions of clause 7.7 ofthe Trust Desa. 4 The Subsidiary shall forthwith tts own cost and expense register and record this Deed and the charges hereby created and shal pay all temp and other duties and exenses incidental thereto. 5 There shall be deemed tobe incorporated inthis Deed all of the covenants powers obligations conditions and provisions a the Trust Deed and te Schedules thereto relating to or affecting the Charging Subsilaries or the charges anc ‘guarantees given by the Charping Subsiaiaries thereunder or pursuant thereto in the same menner and to the same extent a it the same had been mutatis ‘mutandis set out in fl herein anc made apiicable tothe Subsidiary an the Subsidiary accordingly hereby covenants withthe Trustee uy and punetualy to ‘observe fui and perform and tobe bound by al the covenants powers ‘conctions ard provisions impased on relating to or affecting Ie by or under this Deed or the Trust Deed inciucing the Schedules thereto or by the terms of issue (of any Secured Deposts or Notes 6 Ihthe security constituted by the Trust Deed in elation to the assets thereby ‘charged shall become enforceable then the security hereby constituted in eatin tw the Secured Property ofthe Subsicary shal also become immehatsiy ‘enforceable and should the Trustee ney FA of ts intention to enforce the securty constituted bythe Trust Deed then the whole of the Guaranteed Indebtedness shal become immediately due and payable. 7 The Subsiciary hereby inevocebly sppoints the Trustee and any Recdver appointed by the Trustee or any authorised signatory forthe time being severally tobe its attomey and ints rare and on its behalf to enter into execute sign and do al assurances deeds instruments acts and things whatsoever which shall in the opinion of te attomey be necessary or expedient or that it ought to execute sign and do forthe purpose of carrying out any trust or ebigation hereby declared or imposed upon itor for giving tothe Secured Deposters er ta the ‘Trustee on their behalf the ful benefit of any ofthe provisions ofthe Trust Deed or this Deed and generally to use its name inthe exercise of all or any ofthe88 pomers hereby or by the Trust Deed conferred on the Trustee or any Receiver ‘appointed by the Trustee asthe ease may be, 18 ‘The Subsiciary hereby covenants withthe Trustee duly to perform and observe the obligations imposed on tne Subscary by this Dead and the Trust Deed, Executed as a deed. [exectiont88 EXECUTION PAGE SIGNED on behalf of AY FINANCE LIMITED oy In the presence of ness" Signature ‘wienase Name: DiRcioTmrerSed Sgnatay SCs Acres: Director/autharsad Serato a ness’ Occupation: ‘SIGNED on behalf of PERPETUAL TRUST LEMITED In he presence of ‘AuthorseT Signatory —__~_ nthe presence of: ethos SRO a Witness’ Signature reese’ Name: ess Adres ness’ Occupation: