Exhibit 4.3


 


 


 


BNZ Corporate Receivables


Facility Agreement


 




    Page 1 of 37 


     


    

 


Warning – Intending Guarantors


 


Please read


 


• The guarantor should seek
independent legal and financial advice on the effect of the guarantee and indemnity contained in this document before the guarantor
agrees to sign it.


 


• The guarantor can refuse to sign this document.


 


• There are financial risks
involved in signing this document (for example, it may become necessary for the guarantor to sell its assets so the guarantor can
pay us).


 


• The guarantor has the right
to limit its liability under the guarantee and indemnity contained in this document in accordance with the Code of Banking Practice
(if it applies to the guarantee and indemnity) and as allowed by law.


 


• The guarantor can request information about this
facility or the financial obligation to be guaranteed.


 


It is likely that we will be able to resort to any mortgage
or other security (whether or not described in the details) which we already hold or which you give us in the future as security
for the amounts covered by this document. If you are an individual this would include any mortgage over your family home.


 




    Page 2 of 37 


     


    

 


Execution by Bank of New Zealand


 


	Execution	 	 	 
	 	 	 	 
	Date of agreement	 	Place of execution	 
	 	 	 	 
	27/10/15	 	Auckland	 


 


Signed for and on behalf of Bank of New Zealand by its duly
authorised officer


 





	Signature of authorised officer	 
	 	 
	/s/ Marilyn Burgess	 
	 	 
	Name of authorised officer (BLOCK LETTERS)	 
	 	 
	Marilyn Burgess	 
	 	 
	Date	 
	 	 
	27 October 2015	 


  




    Page 3 of 37 


     


    

 


Execution by Vendor


 


Important Acknowledgment


 


By signing this Corporate Receivables Facility Agreement you
acknowledge and agree that:


 


		·	you have received and read a copy of the Corporate Receivables Facility
Agreement before signing it and you agree that the terms of clause 12 containing various representations and warranties by you,
have been brought to your attention and fully explained to you and you agree that these representations and warranties are correct;
and



 


		·	you will notify us promptly if you change your address.



 


Company


 


HUDSON GLOBAL RESOURCES (NZ) LIMITED (company no. 667922)


 


Executed by the Vendor


 


	Signature	 	Signature
	 	 	 
	/s/ Mark Steyn	 	/s/ Roman Rogers
	 	 	 
	Full name	 	 Full name
	 	 	 
	Mark Steyn	 	Roman Rogers
	 	 	 
	Office held	 	Office held
	Director	 	 Director
	 	 	 
	 	 	 
	 	 	 
	Date	 	 Date
	27/10/2015	 	27/10/2015


 




    Page 4 of 37 


     


    

 


 


Execution by Guarantor


 


Important Acknowledgment


 


By signing this Corporate Receivables Facility Agreement the
guarantor:


 


		·	agrees to be bound by the guarantee and indemnity in clause 26 and
all other provisions of this Corporate Receivables Facility Agreement relevant to that guarantee and indemnity.



 


		·	declares that its attention has been drawn to the warnings set out
on the front page of this Corporate Receivables Facility Agreement and below, and in particular the recommendation that legal and
financial advice should be obtained before signing this Corporate Receivables Facility Agreement.



 


		·	declares that it has obtained legal and financial advice as necessary
or if it has not obtained such advice, declares that it does not regard any such advice as necessary and prefers to proceed without
it.



 


		·	declares that it is fully aware of the nature of, and risks in signing
this Corporate Receivables Facility Agreement and is signing it voluntarily.



 


Guarantor Company:


 


HUDSON GLOBAL RESOURCES (AUST) LIMITED


 





	 	Signed by

 Hudson Global Resources (AUST) Pty Limited (ACN 002 888 762) in accordance with section 127 of the Corporations Act 2001 by  
	 	 
	sign here ►	/s/ Kendall Ryan	 
	 	Director	 
	print name	Kendall Ryan	 
	 	 	 
	sign here ►	/s/ Mark Steyn	 
	 	Director	 
	print name	Mark Steyn	 




 







    Page 5 of 37 


     


    

 


PART A – Details


 


Parties


 


Bank: (“we/us”)


 


Bank of New Zealand


Level 1, 80 Queen Street


Auckland, New Zealand


1142


 


Vendor: (“you”)


 


Hudson Global Resources (NZ) Limited


Company Number 667922


Chorus House


Level 6


66 Wyndham Street


Auckland, New Zealand


1010


 


Guarantor


 


Hudson Global Resources (Aust) Pty Limited


ABN 21 002 888 762


ACN 002 888 762


Level 19, 20 Bond Street


Sydney New South Wales


2000


 




    Page 6 of 37 


     


    

 


Facility Overview


 


	Facility limit	$5,000,000	 
	 	 	 
	Maximum Advance Rate	85%	The actual advance rate used in relation to any particular purchased debt maybe lower than the maximum advance rate (which would be reflected in a higher corresponding discount rate).
	 	 	 
	Recourse period	90	days from the end of the calendar month in which the debt document is raised.
	 	 	 
	Application Fee	$7,500	Refer Finance Agreement
	 	 	 
	Bank Lodgement Fee (PPSR)	$0.00	 
	 	 	 
	Government Registration Fee (PPSR)	$0.00	 
	 	 	 
	Search Fee (PPSR, New Zealand Companies Office)	$0.00	 
	 	 	 
	Purchase Charge Rate	$1,250	Flat fee charged monthly in advance. See clause 8.4 for further details.


 


	Minimum Purchase Charge	$15,000	annually.
	 	 	 
	Lending Indicator Rate	4.99% p.a.	market rate, as determined in accordance with Clause 8.6
	 	 	 
	Customer Margin	0.00% p.a.	 
	 	 	 
	Facility Fee Rate	4.99% p.a.	Lending Indicator Rate PLUS Customer Margin %.
	 	 	 
	Default Margin Rate	2.00% p.a.	 
	 	 	 
	Default Facility Fee Rate 	6.99% p.a.	This rate is the Facility Fee Rate plus Default Margin Rate.
	 	 	 
	Default Management Fees	N/A	 


 




    Page 7 of 37 


     


    

 


Nominated account


 


Account Number : To be confirmed


 


Guarantee limit


 


The guarantee limit is:


 


• the facility limit stated above (comprising amounts
of any nature including interest, costs or otherwise); plus


 


• an amount equal to interest, fees, costs and taxes
accrued and not paid by you at the time we serve a demand to pay on the guarantor, up to the amounts payable for the 12 months
ending on the date of the service of our demand on the guarantor.


 


In addition to the guarantee limit described above, the guarantor
may also be liable under clauses 15.7 to 15.13, 18 and 19 of this agreement for amounts stated to be payable solely by the
guarantor.


 


Special conditions


 


Nil.


 






    Page 8 of 37 


     


    

 




PART B – Terms and Conditions


 


1. Using this facility


 


		1.1	This agreement sets out the terms on which we may
agree to purchase certain debts from you.



 


		1.2	You may only use this facility if:



 


		(a)	the results of all our searches and enquiries are satisfactory to us;



 


		(b)	we have received each security, related acknowledgement or acceptance and title documents, which are satisfactory to
us;



 


		(c)	you have obtained any insurance we require, and we have received evidence satisfactory to us (which may include receiving the
policy document) that any such insurance is current, that the insurer, the amount insured and the policy terms are satisfactory
to us, and that our interest is noted;



 


		(d)	where required by us, you are registered to use any specific system or platform provided by us as part of the Corporate Receivables
System;



 


		(e)	we have received any other document we reasonably require (including corporate or trustee authorisations), satisfactory to
us;



 


		(f)	there is no event of default or potential event of default under this agreement; and



 


		(g)	each security remains enforceable and no-one who provides a security is in default under or has withdrawn from
or terminated that security (unless this occurs with our consent).



 


		1.3	You can only access and operate the facility through the
Corporate Receivables System.



 


		1.4	You or we can, by giving the other at least 90 days prior
notice in writing, terminate the facility.



 


		1.5	This agreement will become effective upon the earlier of (a) our first making funds available to you under the facility
and (b) our notifying you of the completion of any action we decide to take pursuant to clause 21.2, which earlier date is the
effective date. The security interests established under this agreement attach on the later of the effective
date and the date on which they would otherwise attach under the terms of this agreement.



 


2. Using the Corporate Receivables System


 


General


 


		2.1	In order to use the Corporate Receivables System
to access or operate your facility:



 


		(a)	you must have access to and, where required, be registered to use the Corporate Receivables System;



 


		(b)	you must nominate, in a manner acceptable to us, each user who is to be authorised to use the Corporate Receivables
System and each user must be registered as a user of the Corporate Receivables System.



 


		2.2	You must procure that all users of the Corporate Receivables System access the Corporate Receivables System
by the authorisation method.



 


		2.3	We can, at any time, add to, remove or change the functions, or impose restrictions on the functions available to you, in connection
with the facility.



 


Sending information and requests through the Corporate Receivables
System


 


		2.4	You acknowledge that we are authorised to act upon any information or request sent to us which appears to have been sent by
a user who has been nominated by you under clause 2.1(b).



 


		2.5	You acknowledge that we are under no duty to make any inquiry whatsoever as to whether any information or request has in fact
been issued by you or with your authority. All information and requests sent to us through the Corporate Receivables System
will be deemed to have been properly issued by the relevant user who has been nominated by you under clause 2.1(b) to
send information or requests on your behalf if the authorisation method has been used for that user.



 




    Page 9 of 37 


     


    

 


 


Security


 


		2.6	You must ensure that you adopt data security measures in relation to your use of the Corporate Receivables System,
which are appropriate for the protection of sensitive commercial information including systems and current security software
to guard against unauthorised data access, malevolent code (such as viruses), denial of service attacks and data contamination.



 


Your acknowledgements


 


		2.7	You acknowledge that we may provide you with the ability to retrieve and download facility related information through the
Corporate Receivables System. Once this information is retrieved and downloaded by you, we can no longer verify its
integrity.



 


Limitation of Liability


 


		2.8	Subject to the qualifications contained in the Consumer Guarantees Act 1993, the Credit Contract and Consumer Finance
Act 2003 and the Fair Trading Act 1986, our liability for breach of a condition or warranty implied by that legislation
in relation to the supply of services to a consumer (including the supply of electronic platforms, software or other programmes
through the Corporate Receivables System) is limited to the following:



 


		(a)	the supplying of the service again; or



 


		(b)	the payment of the cost of having the service supplied again.



 


Our liability to you will
not be limited in this manner if it is not fair or reasonable for us to rely on the limitation set out in this paragraph.


 


		2.9	Except as provided in clause 2.8,



 


		(a)	all other warranties are excluded;



 


		(b)	except to the extent that loss or damage is caused by our own negligence, we will not be responsible for and exclude all liability
for loss or damage that you may suffer or incur by reason of or in connection with any of the following:



 


		(i)	your use of the Corporate Receivables System, whether or not it is attributable to us or our agents, contractors
or employees;



 


		(ii)	any act or omission of us, or any of our agents, contracts or employees in relation to the Corporate Receivables System
or your use of it;



 


		(iii)	us permitting any person to use the Corporate Receivables System (including by us acting on a message)
where the user of the Corporate Receivables System or the sender of the message (as the case may be)
purports to be, but is not in fact, a person authorised by you to use the Corporate Receivables System unless we
have received timely and adequate written warning from you in advance not to allow the relevant use to take place;



 


		(iv)	any error contained in a message; or



 


		(v)	any delays, including delays in us acting on a message;



 


		c)	we will not be liable for and exclude all liability for any indirect or consequential loss or damage of any kind, or any direct
or indirect loss of profit, revenue or goodwill, that you may suffer or incur for any reason in relation to the Corporate Receivables
System or your use of it.



 


		2.10	You indemnify us, and continue to hold us indemnified,
against any liability, loss or damage suffered or incurred by us however arising and by whomever caused, whether arising directly
or indirectly from your use of the In Corporate Receivables System, including as a result or you failing to comply with
your obligations under clause 2.6, except to the extent such liability loss or damage is or was due to our wilful acts or negligence.



 


Force Majeure


 


		2.11	Neither party shall be liable to the other party for any failure or delay in the performance of its obligations relating to
the Corporate Receivables System which is due to force majeure. If the delay or failure to perform obligations
due to force majeure exceeds 15 days, either party may terminate your use of the Corporate Receivables System
immediately on providing written notice to the other party.



 


		2.12	Any obligation to pay money shall not be excused by force
majeure.



 




    Page 10 of 37 


     


    

 





Terms and conditions relating to Corporate Receivables
System


 


		2.13	To the extent of any inconsistency between this agreement and any separate terms and conditions relating to the Corporate
Receivables System this agreement will prevail.



 


3. Debt information


 


Debt schedules


 


		3.1	You must give us a debt schedule:



 


		(a)	initially, not less than 1 business day before you first want to use your facility;



 


		(b)	thereafter, regularly at times to be agreed between you and us, and if no such times are agreed, in relation to each month
within 5 business days after the end of the month; and



 


		(c)	otherwise, as agreed in writing with us.



 


		3.2	Each debt schedule provided by you under this agreement must include all debts created since the last
debt schedule and which remain outstanding at such time, or in relation to the first debt schedule all debts existing
at the date of that debt schedule, including excluded debts and recourse debts, together with such other information
as we reasonably require.



 


		3.3	If a debt schedule includes any excluded debts or recourse debts, you must also ensure that those debts
are clearly identified as such when the debt schedule is provided.



 


Other debt information


 


		3.4	You must give us details of any credit note and adjustments relating to a purchased debt as soon as possible
after it is raised by you and no later than the day your next debt schedule is due to be delivered to us.



 


		3.5	In addition to your obligations in respect of debt documents under clause 9.6, you must give us, on request:



 


		(a)	any statement of debt payments including details of their allocation to your debtor ledger in the form required by us
from time to time; and



 


		(b)	any other supporting information about, or documents relating to, your debts.



 


		3.6	If a recourse event occurs in relation to a debt, you must notify us in writing:
	 	 	 



		(a)	immediately, if the recourse event relates to a debtor making or attempting to make or raise a set-off claim in respect
of a debt; or



 


		3.7	(b) within 5 business days (or such other period agreed in writing by us) of any other recourse event occurring.



 


4. Offer and Acceptance


 


Qualifying debts


 


		4.1	Delivery of an initial debt schedule constitutes
an offer by you to sell to us all qualifying debts:



 


		(a)	existing as at the commencement date; and



 


		(b)	arising after the commencement date but prior to the termination of the facility, whether or not those qualifying
debts are described in the initial debt schedule or any other debt schedule.



 


		4.2	We need not accept the offer comprised by the initial debt schedule if the terms of this document have not been complied
with and nothing in this agreement constitutes or is to be construed as an agreement to assign a debt if the terms
of this document have not been complied with.



 


		4.3	Your offer to sell the qualifying debts under clause 4.1 is deemed to be accepted and all qualifying debts are
purchased by us (without any further notice to you) immediately on the payment of the initial payment.



 


		4.4	Upon our deemed acceptance of your offer full title to
the qualifying debts purchased will:



 


		(a)	in respect of qualifying debts in existence as at the commencement date, vest in us as at that date; and



 




    Page 11 of 37 


     


    

  


		(b)	in respect of future qualifying debts, vest in us automatically upon their coming into existence and without anything
further being required.



 


Excluded Debts


 


		4.5	The provision of a debt schedule that includes any excluded debts constitutes an offer by you to sell to us those
excluded debts, irrespective of whether you have identified those debts as excluded debts in accordance with
this agreement.



 


		4.6	Your offer to sell any such excluded debts is taken to be accepted by us immediately upon payment to you of the purchase
price in relation to those excluded debts in accordance with clause 7.2.



 


		4.7	We may choose not to purchase any excluded debt.



 


		4.8	Upon our deemed acceptance of your offer to sell any excluded debt full title to the excluded debt purchased
will vest in us.



 


Payment of the Purchase price


 


		4.9	We will pay you the purchase price (including the initial payment) with respect to the purchased debts in
accordance with clause 7.2 as soon as reasonably practicable after receiving the relevant debt schedule listing those purchased
debts.



 


Recourse debts


 


		4.10	You acknowledge that if a purchased debt is or becomes a recourse debt, we retain our interest in that debt
notwithstanding that we may elect to allocate 100% of the relevant debt amount to the total retention in accordance
with clause 6.2.



 


Release of encumbrance


 


		4.11	If an encumbrance has been granted by you to us over any purchased debt, to the extent necessary to allow any
assignment under this clause 4, that encumbrance is automatically released.



 


Charge over proceeds and account


 


		4.12	As security for your obligations under this agreement, you hereby grant us a charge over the proceeds of the
purchased debts and the debtor finance account.



 


Acknowledgement of assignment of debts


 


		4.13	All parties confirm and agree their intention that each sale and purchase of debts under this agreement is intended
to take effect as a true sale by way of equitable assignment of title (which may be perfected by us on the terms of this agreement),
and not by way of charge or mortgage.



 


5. Accessing funds


 


Accessing funds


 


		5.1	Subject to all conditions precedent being met you can access all or part of your available funds by requesting a drawing
through the Corporate Receivables System.



 


		5.2	Funds are accessed by transferring the amount required from your debtor finance account to a linked account using the
Corporate Receivables System.



 


Your available funds


 


		5.3	The available funds is calculated by deducting the
funds drawn (if any) from the lesser of the borrowing base and the facility limit. We may calculate or recalculate
(as the case may be) your available funds at any time.



 


No overdrawing


 


		5.4	The balance of your debtor finance account (to the extent it is a debit balance) must not exceed the lesser of the facility
limit and the borrowing base at any time, without our prior approval.



 


Drawings not made in accordance with this agreement


 


		5.5	If an amount is drawn from the debtor finance account contrary to this clause, you must immediately rectify the position
by paying into the debtor finance account an amount equal to that drawing.



 




    Page 12 of 37 


     


    

 


6. Your Borrowing Base and the Total Retention


 


Borrowing Base


 


		6.1	The borrowing base is calculated by deducting the total retention from the purchase price. We may calculate
or recalculate (as the case may be) the borrowing base at any time.



 


Total Retention


 


		6.2	In setting the amount of the total retention, we may take into account any matters we consider relevant in relation
to our credit and risk assessment of you, the debtors and transactions under this agreement. This may include:



 


		(a)	the aggregate amount of recourse debts;



 


		(b)	the amount calculated by applying a discount rate we determine for a particular debt;



 


		(c)	any debtor limit excess;



 


		(d)	any minimum amount that that we determine must be withheld notwithstanding the amount that would otherwise be required to be
held in relation to each individual debt; and



 


		(e)	any other amount you owe us.



 


You acknowledge that in determining the total retention,
we have full discretion to retain any percentage of a particular debt that we consider appropriate in the circumstances
(including retaining 100%).


 


		6.3	We may review and change the amount of the total retention in relation to any particular debt at any time. We
may, for example, change the amount of the total retention in relation to a particular debt if our assessment of
that debt or you changes.



 


		6.4	If in our judgement, having regard to our credit and risk assessment of you, the debtors and transactions under this
agreement, the amount of the total retention is insufficient for any reason, including as a result of our recalculation
of the amount of funds required to be held, we may:



 


		(a)	withhold the amount of the shortfall from the purchase price of any debts subsequently purchased by us under
clause 4;



 


		(b)	account for the amount of the shortfall by reducing the borrowing base; or



 


		(c)	require you to pay us, on demand, the amount of the shortfall,



 


and adjust the amount of the total retention to
reflect that action.


 


7. How we process transactions


 


		7.1	We will generally process transactions under this agreement
in accordance with this clause 7.



 


		7.2	We will pay you the purchase price by including all or part of the amount of the purchase price in the total
retention, increasing the borrowing base by all or part of that amount, or a combination of the two.



 


		7.3	When we receive details of a credit note or evidence of other adjustment, we will either:



 


		(a)	reduce the purchase price of the relevant purchased debt by the amount of the credit note or adjustment
(the “relevant amount”);



 


		(b)	withhold the relevant amount from the purchase price of any debts subsequently purchased by us under clause
4;



 


		(c)	process the credit note or adjustment as a separate transaction and include the relevant amount in the total
retention.



 


		7.4	Fees and charges payable under this agreement will be debited by making adjustments under clause 7.9.



 


		7.5	Unless otherwise provided in this agreement:



 


		(a)	any debt payments credited to the debtor finance account will be applied to repay the associated debt and,
once the



 




    Page 13 of 37 


     


    

 





		(b)	debt is discharged (or earlier if we agree), we will adjust the amount of the total retention in relation to
that debt;



 


		(c)	any amounts other than debt payments credited to the debtor finance account may be, in our discretion, applied
to repay a debt selected by us.



 


		7.6	You acknowledge that:



 


		(a)	all or part of an amount paid into the debtor finance account may be held by us as unapplied cash pending our
full processing of that amount.



 


		(b)	we may initially allocate a percentage of the amount paid into the debtor finance account against a debt, and
make the remainder available for refund. If the amount made available for refund differs from the amount allocated by us to the
amount of the total retention in relation to that debt, we may make such adjustments as we consider appropriate as
contemplated by clause 7.9.



 


		7.7	Any other amounts payable by you under this agreement
may be:



 


		(a)	debited by making adjustments under clause 7.9; or



 


		(b)	debited to any other account you hold with us, including the debtor finance account or any nominated account.



 


		7.8	You acknowledge we may process transactions under this facility at such times as we determine in our sole discretion. We will
not be responsible, and are not liable, for any delays that occur as a result of when that processing occurs.



 


		7.9	We may make such adjustments as is reasonably necessary
to:



 


		(a)	the available funds;



 


		(b)	the borrowing base;



 


		(c)	the total retention;



 


		(d)	the funds drawn (to reflect repayments of debts under clause 7.5);



 


		(e)	the balance of the debtor finance account (to reflect adjustments under clause 10.5); and/or



 


		(f)	our records of funds drawn and unapplied cash,



 


to ensure that they accurately reflect the arrangements
in relation to the facility contemplated by this agreement.


 


For example, we may:


 


		(i)	adjust the available funds to reflect any fees, charges, unapplied cash, non-funded cash, or any minimum
amount that we determine must be withheld; and



 


		(ii)	make any consequential changes relating to an adjustment under this clause (including to interest charges or the fees payable
by you).



 


8. Payments, fees and charges


 


General


 


		8.1	You must pay to us all fees and charges that are set out in this agreement or in our “Account and Services Fees
for your Business and Agribusiness” booklet (we treat the debtor finance account as an account for the purpose of
calculation of fees and charges).



 


Facility fee


 


		8.2	You must pay us a facility fee for each day, which is calculated by applying the daily facility fee rate (being the
facility fee rate as set out in, or as determined in accordance with, the details divided by 365) to the funds
drawn as at that day. Accrued facility fees are payable on the last business day of each month (unless another
time is agreed) and when this facility terminates or otherwise ends.



 




    Page 14 of 37 


     


    

 


Purchase charge


 


		8.3	If the details specify that the purchase charge is payable on each purchase date, you must pay to us the
purchase charge set out in the details on each purchase date.



 


		8.4	If the details specify that the purchase charge is payable in advance, the first purchase charge will
be payable on a pro-rata basis on the date of this agreement. Subsequent purchase charges will be payable in full
on the first business day of the applicable periods below:



 


		(a)	if monthly payment of the purchase charge is specified in the details, each calendar month;



 


		(b)	if quarterly payment of the purchase charge is specified in the details, each calendar quarter (being 1 January
to 31 March, 1 April to 30 June, 1 July to 30 September, and 1 October to 31 December); and



 


		(c)	if half yearly payment of the purchase charge is specified in the details, each calendar half-year (being 1 January
to 30 June and 1 July to 31 December).



 


Minimum fees and charges


 


		8.5	If, in any fee cycle:



 


		(a)	the total of all facility fees and default facility fees payable by you in relation to that fee cycle is
less than any applicable minimum annual facility fee; and/or



 


		(b)	the total of all purchase charges payable by you in relation to that fee cycle is less than any applicable minimum
purchase charge,



 


then you must pay us, on demand, the amount of that
deficiency, provided that for any fee cycle which falls within paragraph (a)(ii) or (b)(ii) of the definition of fee
cycle, the respective minimum amounts in paragraphs (a) and (b) above will be calculated on a pro-rata basis.


 


Lending Indicator Rate – market rate option


 


		8.6	If the details specify that the lending indicator
rate is determined using the market rate:



 


		(a)	the market rate in relation to each pricing period is the rate determined by us (in our absolute discretion) at or about
10.45am Auckland time on the first business day of that pricing period. We will notify you of the lending indicator
rate applicable to each pricing period in your corporate receivables account statements.



 


		(b)	if a market rate cannot be determined in accordance with the above, the market rate for that pricing period
will be the rate determined by us in good faith to be appropriate having regard to comparable indices then available in the
then current bank bill market.



 


Other amounts you must pay us


 


		8.7	You must pay us:



 


		(a)	immediately on request, such amounts as required by us to ensure that the amount of the total retention is at least
equal to any minimum amount that that we determine must be withheld (notwithstanding the amount that would otherwise be required
to be held in relation to each individual debt); and



 


		(b)	immediately the amount by which the balance of your debtor finance account (to the extent it is a debit balance) exceeds
the lesser of the borrowing base and the facility limit.



 


9. Debts


 


Our right to make enquiries


 


		9.1	You consent to us, as part of any review conducted in accordance with clause 14.1 (Review) where an event of default
is found to have occurred, making any enquiries we consider appropriate in connection with the purchased debts. We must
make those enquiries on your behalf or on an undisclosed basis if, at the time of making those enquiries, we have not given notice
to the debtor of the assignment of the purchased debts.



 


Verification of debts


 


		9.2	We may, as part of any review conducted in accordance with clause 14.1 (Review) where an event of default is
found to have occurred, at our own expense instruct our auditors or accountants to contact (on your behalf where at the time we
are obliged not to give notice of assignment of the purchased debts) your debtors asking them to verify the balance
of their accounts.



 




    Page 15 of 37 


     


    

 


You as agent


 


		9.3	In relation to each purchased debt, until we give notice to the contrary, we appoint you as agent for us to:



 


		(a)	collect all debt payments; and



 


		(b)	take all such action as we reasonably require to enforce payment of all debt payments and compliance with all obligations
in connection with the debt documents at your expense.



 


Despite your appointment as agent, if an event of
default has occurred under this agreement, we may do the things set out in this clause ourselves.


 


		9.4	We are entitled to the benefit of all debt payments
collected under this agreement.



 


		9.5	Not used.



Documents and notice


 


		9.6	On and from the purchase date:



 


		(a)	you cease to have any rights with respect to the debt documents, all debt documents are and remain our property
and any debt documents in your possession are retained in a custodial capacity only;



 


		(b)	you will hold as agent for us:



 


		(i)	all debt documents which you have already received on the purchase date;



 


		(ii)	all debt documents which you receive after the purchase date, immediately upon receipt of those debt documents;



 


		(iii)	any further or substitute debt documents to which you are entitled immediately when your entitlement arises.



 


If we ask, you must deliver the debt documents
to us.


 


10. Payment of purchased debts


 


		10.1	You agree with us:



 


		(a)	to direct any debtor who wishes to make debt payments to you electronically or otherwise directly to an account,
to make those payments directly to the debtor finance account;



 


		(b)	to receive on trust for us any payments received from a debtor (whether in the form of cash, cheque, money order or
negotiable instruments) in respect of any purchased debt and to deliver such payments to us in the form they are received
by you by promptly depositing such payments to the credit of the debtor finance account;



 


		(c)	if any debt payment is received by you into an account other than the debtor finance account you must within
two business days of its receipt:



 


		(i)	notify us that the payment was received;



 


		(ii)	transfer the amount of such debt payment to the debtor finance account; and



 


		(iii)	take sufficient measures to ensure that no further debt payment is received into an account other than the debtor
finance account;



 


		(d)	to as soon as reasonably practicable (and in any event no later than five business days after receipt) allocate debt
payments against the relevant debtor in your debtor ledger, other than where insufficient information has been supplied
with a debt payment to allocate it to a debt and you are diligently following up to obtain sufficient information
to allocate the debt payment to a debt;



 


		(e)	to provide an indemnity in the form required by us to enable cheques made out to you in payment of debts to be deposited
directly into the debtor finance account; and



 


		(f)	where a debtor properly claims a trade discount, allowance or other credit (the “claim”) in respect of a
purchased debt which was not deducted in determining the debt amount of that debt, we may adjust the total
retention by the full extent of claim, or we may ask you to immediately pay us, and you must immediately pay us, the full amount
of the claim.



 


		10.2	Subject to clause 10.5, any payment made into the debtor
finance account in relation to a purchased debt will be applied in satisfaction of that purchased debt to the
extent of that payment.



 




    Page 16 of 37 


     


    

 





		10.3	Subject to clause 10.1, and any other amounts you are obliged to pay under this agreement, you must not make any deposits
into the debtor finance account, including any amounts relating to debts which are not purchased debts without
our consent.



 


		10.4	If, at any time, we are satisfied that we have received and are entitled to retain final payments in respect of the purchased
debts which, after the application of the payments in accordance with this agreement, are in aggregate in excess of
the funds drawn, then the excess will, subject to our right to make adjustments under clause 7.9 (for example, because the
payment is subsequently reversed or dishonoured) and subject to any amounts payable by you under any other arrangement
with us, be payable by us to you. We may satisfy our obligation under this clause by paying the amount into an account in your
name or by exercising any right of set-off we may have and are under no further liability in respect of the amount.



 


		10.5	Where a payment made into the debtor finance account in respect of a purchased debt is subsequently dishonoured
or reversed for any reason, the amount of that dishonour or reversal will be debited to the debtor finance account.



 


Other currencies


 


		10.6	Unless we otherwise agree, you must make each payment under this agreement in New Zealand Dollars, and you waive any
right which you have in any jurisdiction to pay an amount other than in New Zealand Dollars.



 


		10.7	If we receive an amount in a currency other than that in
which it is due:



 


		(a)	we may convert the amount received into the due currency (to do this it might be necessary to convert through a third currency)
on the day and at such rates as we consider appropriate. We may deduct our usual costs in connection with the conversion;
and



 


		(b)	you satisfy your obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the
conversion after deducting the costs of the conversion.



 


11. Return of debts


 


If a recourse event occurs in relation to a purchased
debt, we may elect to return that purchased debt to you. A purchased debt can be returned either by us extinguishing
our interest in the purchased debt in accordance with clause 11.1 or by you repurchasing the purchased debt in accordance
with clause 11.2. The way in which a purchased debt is returned to you depends on whether notice has been given to you and
the relevant debtor


 


Extinguishment of interest


 


		11.1	If a recourse event occurs in relation to a purchased debt, excluding any purchased debt for which:



 


		(a)	we have given you written notice of our acceptance of your offer made under clause 4.1 or 4.5; and



 


		(b)	notice of its assignment has been given to the debtor under clause 15.4 or otherwise,



 


we have the option of extinguishing our right, title
and interest in that purchased debt, by decreasing the borrowing base and making other consequential adjustments
to reflect the extinguishment price. Our right, title and interest in that purchased debt is extinguished on such
reduction being made to reflect the extinguishment price.


 


Our right to require repurchase


 


		11.2	You irrevocably offer to repurchase each purchased debt
in respect of which:



 


		(a)	we have given you written notice of our acceptance of your offer made under clause 4.1 or 4.5; and



 


		(b)	notice of its assignment has been given to the debtor
under clause 15.4 or otherwise; and



 


		(c)	a recourse event occurs.



 


How a debt is repurchased


 


		11.3	We are taken to have accepted any offer made under clause 11.2 by decreasing the borrowing base and making other consequential
adjustments to reflect the repurchase price of the recourse debt. Upon such reduction title to the relevant debt
vests in you.



 


		11.4	The repurchase of, or extinguishment of our right, title and interest in, any debt effected under clauses 11.1 or 11.3
is without any recourse to us or warranty or representation of any kind by us relating to the debt.



 




    Page 17 of 37 


     


    

 


12. Warranties


 


General warranties


 


		12.1	Each time you deliver a debt schedule to us and on each purchase date, you represent and warrant that:



 


		(a)	neither you nor, if you are a corporation, any director or other person, breaches any law or any obligation to another person
by signing any arrangement with us or entering transactions or performing obligations under them and that all necessary
authorisations to do so have been obtained and you have power to carry on your business;



 


		(b)	your obligations under each arrangement with us to which you are a party are valid and binding and enforceable in accordance
with its terms and you are not in default of any arrangement with us;



 


		(c)	all the information given by you or on your behalf or by any guarantor (such as financial statements) is correct and
not misleading and you have not withheld any information that might have caused us not to enter into any arrangement with us;



 


		(d)	since the date the information was given there has been no change in your financial circumstances which may have a material
adverse effect on your ability to meet your obligations under any arrangement with us;



 


		(e)	you benefit from this agreement and each sale of debts under it, and from all payments into the debtor finance
account or nominated account notwithstanding that they may not be accounts held in your own name;



 


		(f)	all declarations and warranties made by you in each other arrangement with us are correct and not misleading; and





		(g)	there is no pending or threatened court or other proceeding affecting you except those in which a decision against you would
be immaterial.



 


Debt warranties


 


		12.2	Unless we have agreed otherwise (and except as otherwise disclosed to us in a relevant debt schedule), each time you
deliver a debt schedule to us, you represent and warrant in respect of each debt proposed to be purchased by us or
purchased by us on the date of delivery of each debt schedule and on each purchase date that:



 


		(a)	the debt is a bona fide debt due and owing by the debtor and is valid, enforceable and subsisting for
the debt amount and you are the sole legal and beneficial owner of each debt;



 


		(b)	each debt in a debt schedule arises from the provision of goods and services in the ordinary course of your business;



 


		(c)	you have not created or allowed any encumbrance to exist over or affect any debt (other than an encumbrance
granted to us);



 


		(d)	you are lawfully entitled to sell and assign each debt to us;



 


		(e)	the debt documents constitute all material terms and conditions of that debt and are valid and binding and enforceable
in accordance with their terms and comply with all legal statutory or other requirements for their validity and enforceability;



 


		(f)	all registration requirements relating to the debt have been or will be satisfied;



 


		(g)	the debts are not overdue nor, to the best of your knowledge, disputed by the debtor or in default;



 


		(h)	you have invoiced the debtor in respect of the debt and the debtor is obliged to pay you within an agreed
period of time not exceeding the recourse period;



 


		(i)	no debtor is a related entity to you;



 


		(j)	to the best of your knowledge, no insolvency event has occurred in relation to any debtor;



 


		(k)	each debt has been incurred at or through the debtor’s place of business in New Zealand (including the
external territories);



 


		(l)	each debt is payable in New Zealand dollars;



 


		(m)	the debt is not subject to a performance based contract,
is not issued on a progress claim basis, and does not include liquidated damages;



 


		(n)	you have provided goods and/or services to the debtor
in compliance with any agreement to provide such goods and/ or services and any such goods were at the time of sale of merchantable
quality and fit for the purpose for which they were purchased;



 




    Page 18 of 37 


     


    

  


		(o)	you had a good and valid title to the goods the subject
of the contract giving rise to the debt before title was transferred to the debtor and you have disclosed to us
any retention of title clause in your favour contained in any contract giving rise to the debt;



 


		(p)	no recourse event has occurred in relation to the
debt proposed to be purchased or purchased by us (provided that no breach of this representation will occur where you have
repurchased the debt in accordance with clause 11.2);



 


		(q)	there are no prohibitive, restrictive or specific conditions
in tenders, orders or contracts relating to the debt which could affect collection of the debt in the normal course
of trade and, to the best of our knowledge, the debt is not subject to any counterclaim, set-off claim or defence by any
debtor;



 


		(r)	you have satisfied yourself that the debtor is able
to pay the debt on or before its due date, and you are not aware of any circumstances relating to the debt or the
debtor which might affect our valuation of the debt or our decision as to whether to purchase the debt;



 


		(s)	the debt is a qualifying debt;



 


		(t)	the goods or services the subject of the debt documents comply with all guarantees that apply to the supply of the goods
or services under the Consumer Guarantees Act 1993 and you have not received any claim for redress from any debtor in respect
of any such guarantee; and



 


		(u)	where the debtor is an individual, you have complied with all applicable Privacy Principles under the Privacy Act 1993
in respect of the disclosure of any "personal information") as that term is defined in the Privacy Act 1993) about the
debtor held by you to us, and that the personal information may be used by us for the purpose of making a decision to purchase
the debt owned by the debtor, or collecting the purchased debt, or verifying the amount of the purchased
debt.



 


Trustee declarations


 


		12.3	You make the following declarations if you or the guarantor (referred to in this clause as “the trustee”)
enter into this agreement, or own any of the debts, as trustee of any trust or settlement:



 


		(a)	this agreement is for the benefit of the trust;



 


		(b)	the trustee is the sole trustee of the trust, the trustee
has authority to enter into this agreement and the trustee is not in default under the trust deed;



 


		(c)	the trustee has the right to be fully indemnified out of
the trust assets for obligations incurred under this agreement and the trust fund is sufficient to satisfy that indemnity
and all other obligations in respect of which the trustee has a right to be indemnified out of the trust fund;



 


		(d)	no action has been taken or proposed to terminate the trust;



 


		(e)	the trustee has not delegated any of the trustee’s
powers as trustee or exercised any power of appointment;



 


		(f)	the trustee has complied with the trustee’s obligations
in connection with the trust; and



 


		(g)	our rights under this agreement rank in priority
to the interests of the beneficiaries of the trust.



 


Notification


 


		12.4	You must tell us whenever anything happens which would mean you or the guarantor could not truthfully repeat all the
representations and warranties in this clause 12.



 


13. Your undertakings


 


Debt undertakings


 


		13.1	You must:



 


		(a)	not create or allow to exist another encumbrance in
connection with any purchased debt or over your assets (or agree to do so);



 


		(b)	not sell, dispose or deal in any other way with any purchased
debt (or agree, or attempt, to do so);



 


		(c)	not do anything that might lower the value of any purchased
debt or prejudice or adversely affect any right to recover any purchased debt (unless we give our prior consent or
you repurchase the debt in accordance with clause 11);



 




    Page 19 of 37 


     


    

 


		(d)	not agree to any variation of any debt document which
would have the effect of varying any purchased debt or release any other party from any obligation or claim under it or
waive any breach (unless we give our prior consent or you repurchase the debt in accordance with clause 11);



 


		(e)	not grant terms of payment in respect of any purchased
debt in excess of the recourse period;



 


 


		(g)	provide to us on request information concerning the names,
addresses and telephone numbers of each debtor in connection with any purchased debts;



 


		(h)	issue payment reminders, if necessary, to debtors and
follow up repayments in a manner consistent with prudent business practice; and



 


		(i)	maintain sales journals and debtor ledgers and any
other journals and ledgers we require.



 


Your business


 


		13.2	You must:



 


		(a)	conduct your business (including collecting debts owed
to you) in a proper, orderly and effective manner;



 


		(b)	apply the proceeds received from us in respect of the purchased
debts for working capital and for any other purpose approved by us in writing; and



 


		(c)	comply with all relevant laws (including, taxation laws
relating to PAYE, GST, Payroll, Fringe Benefits Tax, ACC and Kiwisaver).



 


		13.3	You must provide us with all financial statements and information as we may reasonably request from time to time in relation
to you, any purchased debt and each of your subsidiaries. This may include information relating to assets and liabilities,
and cash flow projections and sales forecasts for the next twelve months. You must provide us with such information within 14 days
of us making such a request.



 


Further steps


 


		13.4	If we ask, you must execute a separate formal assignment to us of any purchased debt, in a form approved by us.



 


		13.5	You must do anything we ask (such as obtaining consents, signing and producing documents, giving evidence, making investigations,
producing receipts and getting documents completed and signed) to:



 


		(a)	perfect our title to each purchased debt;



 


		(b)	enable us to exercise our rights under any assignment of
any purchased debt and in connection with each purchased debt;



 


		(c)	support any claim in respect of any purchased debt (including
responding to any counterclaim, set-off or defence by the debtor);



 


		(d)	assist us to assume directly the administration and collection
of each purchased debt; and



 


		(e)	enable any payment made to you by a debtor (including
any cheque) to be deposited directly into the debtor finance account.



 


		13.6	You must:



 


		(a)	upon request by us, provide us with all information or
documentation which you have or obtain at any time which has:



 


		(i)	a material bearing on the credit worthiness of any debtor; or



 


		(ii)	materially relates to any disputes or possible disputes
concerning the debts;



 


		(a)	not repossess any goods which are the subject of a sale
contract giving rise to a purchased debt that contains a retention of title clause, without our prior written consent; and



 


		(b)	keep copies of all documents passing between you and your
debtors with respect of all debts and keep proper accounts in respect of the same.



 


		13.7	You must notify us promptly in writing if you:



 


		(a)	cease conducting your business or change the general character
of any business you conduct;



 


		(b)	provide financial accommodation to, or permit financial
accommodation to remain owing to you by, a related entity or satisfy any financial accommodation you now or in the future owe
to a related entity;



 




    Page 20 of 37 


     


    

  


		(c)	pay any dividend, make any distribution or provide any
loan otherwise than in the ordinary course of your ordinary business;



 


		(d)	deposit money with a person in circumstances where the
money is not repayable unless you perform obligations (including to pay money) to that person;



 


		(e)	make any arrangement under which you may become liable
to make payment to, or on behalf of, any third party other than for goods or services supplied to you in the normal course of
your business;



 


		(g)	give any guarantee or enter into any contract of suretyship
in respect of any liability of any third party whether immediate, future or contingent; or



 


		(h)	subscribe for, or take an option on, shares or loan capital
of any class or description or agree to do so,



 


provided that, in each case, if you are permitted
to do so under the terms of the finance agreement, you will not be required to notify us unless required to do so under
the terms of the finance agreement.


 


		13.8	If you are a corporation other than a public company the shares in which are listed on either a New Zealand public stock exchange,
a foreign stock exchange or another market for public trading in securities, then for so long as any purchased debt remains
outstanding to us, you must promptly notify us in writing of:



 


		(a)	any transfer of any share or creation or issue of new shares
in your capital;



 


		(b)	any variation, alteration or modification of your constitution;



 


		(c)	any increase or reduction in your capital (whether issued
or not);



 


		(d)	any special rights, privileges or qualifications attaching
to any of your shares; or



 


		(e)	the persons who at the date of this agreement have control
of you cease to have such control or one or more persons acquire control of you after that date.



 


14. Review, variation and voluntary termination


 


Review


 


		14.1	Without limiting our rights under clause 15 (Default), we may review this facility if an event of default occurs
or we reasonably suspect that an event of default might have occurred.



 


		14.2	Without limiting our rights under clause 14.1, on or after each 6 monthly anniversary of this document, or If an event of
default occurs or we reasonably suspect that an event of default might have occurred, we may also conduct field examinations.
When we conduct a field examination, we may enter land and buildings owned or occupied by you, any of your subsidiaries or any
guarantor, any place where any debt document or business records are located and any places of business and registered office of
you, any of your subsidiaries or any guarantor to:



 


		(a)	inspect documents relating to you, your business or the
purchased debts and the documents relating to any of your subsidiaries or any guarantor and their respective businesses;



 


		(b)	find out whether you are complying with this agreement;



 


		(c)	exercise our rights under this agreement; and/or



 


		(d)	investigate your financial affairs or business or, if you
are a corporation, the financial affairs or business of your subsidiaries or any guarantor,



 


and you and each guarantor authorise (and you
must procure that each of your subsidiaries authorises) us, our solicitors, accountants, consultants and other authorised officers
to retain for a period that we or such other persons think fit, all books, delivery and dispatch dockets, accounts (including all
bank accounts), records, returns (including income tax returns, instalment activity statements and business activity statements)
and papers of every description (and where copies of such are available to inspect such copies) and to permit us and those persons
to take copies of any of the documents.


 


If you are a corporation, you must also obtain for
us the right to enter for these purposes land and buildings owned or occupied by your subsidiaries, any place where your subsidiary’s
property is located and your subsidiary’s registered office.


 


Variation


 


		14.3	We can, if as part of any review conducted in accordance with clause 14.1 (Review) and an event of default is
found to have occurred, and without limiting our rights under clause 15 (Default), do one or more of the following:



 


		(a)	reduce the facility limit;



 






    Page 21 of 37 


     


    

 


		(b)	introduce a new fee, charge or premium;



 


		(c)	vary the amount of a fee, charge, premium, or rate, the
way in which it is calculated or when it is charged;



 


		(d)	vary any discount rate or introduce a new retention percentage
applicable to certain types of purchased debts;



 


		(e)	vary any debtor limit, or the debtor to whom it relates,
or introduce any new debtor limit; and



 


		(f)	change any other provision of this agreement.



 


		14.4	Not used.



 


		14.5	If our indicator rates (including the lending indicator rate) change, you acknowledge and agree that any rates specified
in the details calculated by reference to such indicator rate will change commensurately and any fee calculated by reference
to such a rate (including, the facility fee payable under clause 8.2 and the default facility fee payable under clause
15.6) will also change commensurately, without further or separate notice being given to you.



 


Voluntary termination


 


		14.6	Either party may terminate the facility under this agreement
in accordance with clause 1.4.



 


Effect of voluntary or other termination


 


		14.7	On termination of the facility under this agreement the facility limit will reduce to zero and you must immediately pay all
amounts due under clause 8.7(b) as a result of this. We may debit the amount of the balance of the debtor finance account, and
all other amounts which are due for payment or which will become due for payment by you to us under any arrangement with us,
from your nominated account or any other bank account you hold with us.



 


		14.8	If, after the termination of the facility, we determine that there are no other amounts which are due for payment or which
will become due for payment by you under any arrangement with us (including in connection with the nominated account), then:



 


		(a)	if the debtor finance account is a credit balance, you
may withdraw an amount equal to that credit balance from the nominated account; and



 


		(b)	if you request, we will re-assign any remaining purchased
debts to you (but without any recourse to us or warranty or representation of any kind by us relating to the debt).



 


15. Default


 


When are you in default?


 


		15.1	You are in default if:



 


		(a)	you do something you agree not to do, or you don’t do something you agree to do:



 


		(i)	under this agreement (provided that no default will occur
                                         solely as a result of a breach of the representation and warranty in clause 12.2(p) or
                                         the undertaking in clause 13.1(e) in relation to a debt if you have repurchased
                                         that debt in accordance with clause 11) ; or



 


		(ii)	under an arrangement with us (including the finance agreement);



 


		(b)	without our prior written consent, you waive or modify
any terms of the contract giving rise to a purchased debt, provided that no default will occur under this clause if the purchased
debt is less than $1,000,000 and you have repurchased the debt in accordance with clause 11 within 5 business days of
such waiver or modification;



 


		(c)	you create or permit to exist a legal or equitable assignment
or encumbrance having or obtaining priority to the right of us in respect of a purchased debt or any encumbrance granted to us
does not have or loses the priority it is intended to have;



 


		(d)	you do not pay on time any amount payable under an arrangement
with us in the manner required by it unless we are satisfied that the sole reason for such failure to pay is caused by administrative
or technical error in the banking system generally which is beyond your control and payment is made within 2 business days after
its due date;



 


		(e)	you are, or a guarantor or another person authorised by
you or under your control is, in default under any arrangement with us or an event of default, however described, occurs
under an arrangement with us unless such default or event of default is capable of remedy and is remedied within 5 business
days of the earlier of us giving notice or that person becoming aware of the failure to comply;



 




    Page 22 of 37 


     


    

  


		(f)	you give, or a guarantor or another person gives, us incorrect
or misleading information (including through your declarations or warranties in this agreement) in connection with an arrangement
with us;



 


		(g)	you do not, or another person does not, carry out in full
an undertaking given in connection with an arrangement with us, within the period specified, or within 7 days if no period
is specified;



 


		(h)	we reasonably believe you or one of your related entities,
contractors, agents, directors or employees has acted fraudulently in connection with this agreement;



 


		(i)	an insolvency event occurs in relation to you or a guarantor;



 


		(j)	an arrangement with us is, becomes or is claimed
to be, withdrawn, invalid, void, voidable or unenforceable or any party has a right to terminate due to breach or to rescind or
avoid all or party of any arrangement with us;



 


		(k)	it becomes impossible or unlawful for you or a guarantor
of any arrangement with us to perform any obligation under any arrangement with us;



 


		(l)	a change occurs in your or a guarantor’s financial
circumstances which, in our opinion, could have a material adverse effect on your or a guarantor’s ability to observe its
obligations under this agreement or another arrangement with us;



 


		(m)	acting reasonably we believe that urgent action is necessary
to protect any purchased debt;



 


		(n)	you or a guarantor ceases or threatens to cease conducting
their business, or a material part of it, or substantially changes the nature of their business, without our written consent;



 


		(o)	a person is appointed to investigate or manage your affairs
or the affairs of a guarantor;



 


		(p)	an order for payment is made, or a judgment is entered
or signed, against you or any of your assets, and it is not satisfied within 10 days after that event unless the order of judgment
is the subject of an appeal by you within such period and we are satisfied that there is reasonable likelihood of success;



 


		(q)	you do not, or a guarantor does not, meet all your or their
monetary obligations (whether present or future) on time or within any applicable grace period or any of these obligations become,
or can be rendered, payable early otherwise than at your or the guarantor’s election;



 


		(r)	if you, or a guarantor, is a partnership, that partnership
is dissolved, an application is made for its dissolution or more than 20% of the partners retire in any 6 month period;



 


		(s)	if you, or a guarantor, is a joint venture partner, that
joint venture is terminated;



 


		(t)	if you, or a guarantor, is an individual, you or the guarantor
no longer have legal capacity or you become a person protected by the State;



 


		(u)	you, or a guarantor, are trustee of a trust and:



 


		(i)	a new trustee is appointed or any of the trust fund is resettled or set aside, in either case without our prior written consent;
or



 


		(ii)	your, or a guarantor’s, right to be indemnified out of the trust assets is restricted in any way;



 


		(v)	if you, or a guarantor, is a partnership and any of the
things in the preceding paragraphs occurs in relation to one or more of the partners, in which case, the thing is deemed to have
occurred in relation to you; or



 


		(w)	you, or a guarantor, is declared at risk pursuant to the Corporations (Investigation and Management) Act 1989, or a statutory
manager is appointed or a step is taken with a view to any such appointment in respect of you, or a guarantor, under that Act (including
a recommendation by any person to the Financial Markets Authority supporting such an appointment).



 


What can happen if you are in default?


 


		15.2	If you are in default, we no longer need to provide this
facility and may terminate the facility without prior notice. One result of this is that the provisions of clause 14.7 will apply.



 


		15.3	After a default has occurred (and despite anything else
in this agreement), we may do one or more of the following, in addition to anything else the law allows us to do:



 




    Page 23 of 37 


     


    

 





		(a)	notify you that any amount you owe to us is immediately
payable and if you do not pay it immediately, we may sue you for that amount;



 


		(b)	notify you that this agreement terminates (without affecting
any entitlement which we may have had prior to that termination);



 


		(c)	notify you that any agency established under this agreement
is terminated. We may then collect the debt payments (including by appointing a new agent to perform any task in connection with
such collection); and



 


		(d)	in respect of the purchased debts, give notice of
this agreement and any assignment of debts which are taken to have occurred under clause 4.4 to the debtors (which will
be a notice under section 51 of the Property Law Act 2007) or any other person.



 


Any such notification gives immediate effect
to its provisions.


 


		15.4	Despite clause 21, if you are in default, we may in our absolute discretion give notices of assignment of the purchased debts
and if we give such notices of assignment we may undertake collection and recovery of the purchased debts and:



 


		(a)	you consent to us giving notices of assignment of the purchased debts to the debtors (both for the purposes of section 51 of
the Property Law Act 2007 and generally) and, if deemed appropriate by us, instituting legal proceedings in our own name or as
attorney for you in order to obtain payment of the purchased debts;



 


		(b)	you must immediately upon our request, give any notices
of the assignment and directions as to payment to the debtors as are required by us to enable recovery of the purchased debts
by us;



 


		(c)	you must immediately upon our request, provide any other
assistance as is required by us to enable recovery of the purchased debts by us, including the institution and conduct at our
direction, of legal proceedings in your name; and



 


		(d)	unless otherwise agreed you must not, except at our request,
be concerned in, or attempt, the collection of the purchased debts and you acknowledge and agree we may give good receipt for
discharge or compromise any purchased debt in such manner as we think fit.



 


		15.5	Without limiting clause 16.1, you must indemnify us against all costs, liabilities and losses incurred or suffered by us arising
from proceedings instituted or actions taken or not taken under clause 15.4.



 


Excesses and default fees


 


		15.6	If the funds drawn exceeds the borrowing base or the facility limit (whichever is the lesser) on any day, you must pay a default
facility fee on the excess for that day, calculated in the manner set out in clause 8.2 but using the default facility fee rate
set out in the details rather than the facility fee rate described in that clause. The default facility fee is calculated daily
and you must pay this fee (if any) on the last business day of each month.



 


Default interest


 


		15.7	Unless the amount is subject to a default facility fee, from the time any amount is overdue for payment until it is paid, you
must pay interest at the default rate, on the overdue amount. These interest charges are calculated daily or at any other intervals
we choose.



 


		15.8	You must pay interest owing under clause 15.7 when we specify.



 


		15.9	Each month (or any other period we choose) we may add to the overdue amount any interest under clause 15.7 which has not been
paid. You are then liable for interest under clause 15.7 on the increased amount.



 


		15.10	If any amount you must pay under this agreement becomes
covered by a court order, you must pay interest on that amount as a separate obligation. The interest accrues from and including
the date we first ask you for the amount until but excluding the date that amount is paid. This obligation is not affected by
the court order. The rate is the default rate or the rate in the court order (whichever is higher). You must pay interest under
this clause on demand from us.



 


		15.11	Your obligation to pay on time is not cancelled by the
provisions of this clause.



 


		15.12	Clauses 15.7 to 15.11 and 15.13 apply equally to the guarantor
in connection with amounts the guarantor owes us.



 


Default management fees


 


		15.13	If you are in default, we may, at our discretion, implement
additional management measures in relation to the facility. This may include field examinations in accordance with clause 14.2
and due diligence on the debt documents. If you are in default, you will be liable to pay the default management fees in respect
of any management, administration, due diligence or other work done by us whatsoever in connection with the facility (whether
as a result of an additional management measure or not).



 




    Page 24 of 37 


     


    

 


		15.14	Not used



 


16. Indemnity


 


		16.1	You indemnify us against, and you must therefore immediately
pay us on demand for, any liability, loss (including consequential or economic loss) or costs we suffer or incur:



 


		(a)	if you default under this agreement;



 


		(b)	in connection with any person exercising, enforcing or
preserving, or not exercising, enforcing or preserving, rights under this agreement (or considering attempting to do so);



 


		(c)	in connection with any obligation to make payment to us
under this agreement;



 


		(d)	in connection with our not receiving payments equal to
100% of any debt amount;



 


		(e)	as a result of your or your employees, agents, directors
or related bodies corporate actions in using the Corporate Receivables System;



 


		(f)	in connection with the exercise of the power of attorney
granted pursuant to clause 22; or



 


		(g)	in connection with your acting as agent for us under this
agreement.



 


		16.2	The indemnities in this agreement are continuing obligations,
independent of your other obligations under this agreement and survive the termination of this agreement. It is not necessary
for us to incur expense or make payment before enforcing a right of indemnity conferred by this agreement.



 


17. Appointment of consultants


 


		17.1	In addition to all other rights and remedies under this
agreement, while any moneys remain owing or payable by you to us, or any of your liabilities to us exist, you, if we request at
any time in our discretion, will engage such accountancy, financial management and other consultants as we may nominate to examine
your affairs, to investigate whether you or any guarantor are in default in connection with the facility, and to make recommendations
relating to the manner in which you or any guarantor carry on your businesses.



 


		17.2	You agree that you will provide (and to procure that each
guarantor provides) all assistance considered necessary or desirable by the consultants, and comply with every reasonable request
they make (including making your financial records available to them) to enable the consultants to conduct a proper examination
of your affairs. You agree to pay the fees of such persons. You will provide to us a copy of the consultants’ report and
recommendations. You, at your sole discretion, will decide whether to accept the recommendations and we will assume no liability
with respect to any actions you take, or do not take, as a result of the recommendations.



 


		17.3	You will pay to us on demand all moneys expended by us
in engaging any person under clauses 17.1 or 17.2.



 


18. Costs


 


		18.1	You must pay us for our costs in arranging, administering
(including giving and considering consents, variations, discharges and releases, producing title documents, or enforcing, attempting
to enforce or taking any other action in connection with our rights) and terminating this agreement.



 


		18.2	You must pay us our costs incurred by us doing anything
that you must do under this agreement.



 


		18.3	You must pay us these amounts when we ask, although they
are payable by you even if we do not expressly ask you to pay.



 


		18.4	The guarantor must pay us for our costs payable in connection
with the guarantee and indemnity including:



 


		(a)	any actual or attempted exercise or enforcement of rights
under the guarantee and indemnity; or



 


		(b)	any payment, receipt of other transaction arising out of
the guarantee and indemnity.



 


		18.5	Anything which you or the guarantor must do under this
agreement must be done at your or the guarantor’s cost.



 


19. Taxes in connection with this agreement


 


		19.1	You must pay us for all taxes, fees, and charges payable
in connection with this agreement and any transaction under it and any interest, penalties, fines and expenses in connection with
them.



 


		19.2	(a) Unless otherwise stated all amounts referred to in this agreement are expressed exclusive of goods and services tax or
similar tax in New Zealand (“GST”).



 




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		(b)	If GST is imposed on any supply made by us under or in
connection with this agreement, where the fee or any other amount or consideration (“consideration”) payable or to
be provided by you under this agreement in relation to that supply is exclusive of GST (“GST-exclusive consideration”),
we may, in addition to and at the same time as that GSTexclusive consideration, recover from you an additional amount on account
of GST. This additional amount is to be calculated by multiplying the GST-exclusive consideration for the relevant taxable supply
by the GST rate prevailing at the time of a taxable supply and should be paid to us on demand without any deduction or set-off
of any other amount.



 


		(c)	We will promptly issue to you a tax invoice in respect
of any taxable supply.



 


		19.3	The guarantor must pay us for any taxes incurred or payable
in connection with the guarantee and indemnity including:



 


		(a)	any actual or attempted exercise or enforcement of rights
under the guarantee and indemnity; or



 


		(b)	any payment, receipt of other transaction arising out of
the guarantee and indemnity.



 


20. Set off


 


		20.1	You or the guarantor must pay us all amounts you owe us
in full without set-off, counterclaim or deduction. However, we may, without notice, set-off any money we owe you or the guarantor
against amounts you or the guarantor owes us.This includes any amount held by us in any account with us.



 


		20.2	You or the guarantor agree that you are not entitled to
set-off any amount held by us in any account with us against any amount you or the guarantor owe us and you or the guarantor must
not claim any amount held by us in any account with us for the duration of this agreement.



 


21. Disclosure of information


 


		21.1	Each party agrees not to disclose, or authorise the disclosure
of, information provided by any other party that is not publicly available (including the existence or contents of this agreement)
or any information of the kind specified in section177 of the PPSA except:



 


		(a)	by us, if you or the guarantor consent or by you, if we
consent (no party may unreasonably withhold consent);



 


		(b)	as required by any law or stock exchange or rating agency
(except this paragraph does not permit a party to disclose any information pursuant to section 177 of PPSA unless required by
law );



 


		(c)	to any person in connection with our exercising rights
or dealing with rights or obligations under any arrangement with us (including in connection with preparatory steps such
as negotiating with any potential assignee or potential participant of our rights or other person who is considering contracting
with us in connection with an arrangement with us and including under clauses 15.3 and 15.4);



 


		(d)	to officers, employees, receivers (as defined in the Companies
Act or the Receiverships Act 1993) , legal advisers, auditors, consultants and other advisers provided the recipient agrees to
act consistently with this clause;



 


		(e)	to any party to this agreement or any related entity of
any party to this agreement;



 


		(f)	to (or though) an entity whom we assign, transfer, novate
by whatever form (or may potentially assign, transfer or novate) all or any of our rights and/or obligations under this agreement;
or



 


		(g)	to any guarantor;



 


		(h)	by us in connection with the procedure referred to in clause
21.2, to persons who have registered a security interest in any of your property on the PPSR; or



 


		(i)	in connection with, or as a result of, the registration
of our interests under this agreement on the PPSR.



 


Each party consents to disclosures made in
accordance with this clause.


 


		21.2	In order to establish and maintain the priority of our
security interest in the purchased debts and their proceeds in the manner provided for in section 74 and
75A of the PPSA, we may notify persons who have registered a security interest in any of your property on the PPSR
(whether or not such registered security interest is registered as a purchase money security interest).



 


22. Power of attorney


 


		22.1	You appoint us, any authorised officer and each of our
employees whose job is designated by us as being manager level as your attorney. Each attorney may act independently or together.
If we ask, you must formally approve anything an attorney does under clause 22.2. You may not revoke these appointments.



 




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		22.2	An attorney may:



 


		(a)	do anything which you can lawfully authorise an attorney
to do in connection with this agreement or the purchased debts or which the attorney believes is expedient to give effect to any
of our rights (these things may be done in your or the attorney’s name and they include signing and delivering agreements,
selling or transferring the purchased debts or giving a debtor a valid discharge for purchased debts which are paid to us, lodging
or withdrawing caveats, otherwise dealing with the debts or debtors of purchased debts and starting and conducting and defending
legal proceedings to enforce a purchased debt or any debt document); and



 


		(b)	delegate their powers (including this power) and revoke
a delegation; and



 


		(c)	exercise their powers even if this involves a conflict
of duty or they have a personal interest in doing so.



 


23. Code of Banking Practice


 


		23.1	We have adopted the Code of Banking Practice and relevant
provisions of the Code of Banking Practice apply to this facility, if you are an individual or a small business customer (as defined
by the Code of Banking Practice). You can obtain from us upon request:



 


		(a)	information on our current interest rates and standard
fees and charges relating to this facility;



 


		(b)	general descriptive information concerning our banking
services including:



 


		(i)	for accounts with cheque access, general descriptive information
about cheques;



 


		(ii)	account opening procedures;



 


		(iii)	our obligations regarding the confidentiality of your information;



 


		(iv)	complaint handling procedures;



 


		(v)	bank cheques;



 


		(vi)	the advisability of informing us promptly when you are
in financial difficulty;



 


		(vii)	the advisability of reading the terms and conditions applying
to each banking service we provide to you;



 


		(c)	general descriptive information about the identification
requirements of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and the options available to you under
the tax file number legislation; and



 


		(d)	a copy of the Code of Banking Practice.



 


24. Notices, other communications and service of documents


 


Notices and other communications


 


		24.1	A notice, certificate or other communication given in connection
with this agreement must be in writing, or such other form permitted by this agreement. Written communications from you or the
guarantor must, where the form permits, be signed by a director or another person approved by us.



 


		24.2	They may be:



 


		(a)	given personally (if they are for you or a guarantor, to
you or that guarantor, or if either is a partnership or company, to one of those partners or a relevant director; if they are
for us, to one of our employees at the office where you arranged this agreement or any other office we tell you);



 


		(b)	left at the address last notified;



 


		(c)	sent by prepaid post to the address last notified;



 


		(d)	sent by facsimile to the fax number last notified or by
another form of electronic communication to address last notified;



 


		(e)	where expressly allowed by this agreement, by us publishing
the notice on the internet or in the press; or



 


		(f)	given in any other way permitted by law.



 


		24.3	They take effect from the time they are actually received
or, if earlier in the case of a communication to you, the time they are taken to be received.



 




    Page 27 of 37 


     


    

 





		24.4	A communication is taken to be received:



 


		(a)	If sent by post, 3 business days (or 7 business days, if
sent overseas) after the date of posting;



 


		(b)	if sent by fax machine that produces a transmission report,
at the time shown in a transmission report that indicates that the whole fax was sent;



 


		(c)	if sent by some other form of electronic communication
using a system that generates a delivery receipt, at the time shown in a delivery receipt that indicates that the whole of the
message was sent;



 


		(d)	if published, at the time first published, unless delivery
or receipt is on a day that is not a business day or is after 4.00 p.m. (addressee’s time) in which case it will be taken
to be received at 9.00 a.m. on the following business day.



 


		24.5	We may serve any document in a court action (including
a writ of summons, other originating process or third or other party notice) on you or a guarantor by delivering it to the address
for that party last notified to us or by leaving it there.This does not prevent any other method of service.



 


		24.6	You waive to the extent permitted by PPSA your right to
receive any notice of a verification statement or any other notice we are required to give under PPSA.



 


Certificates


 


		24.7	We may give you or the guarantor a certificate about a
matter or about an amount payable in connection with this agreement. The certificate is sufficient evidence of the matter or amount,
unless it is proved to be incorrect.



 


25. General matters


 


Prompt performance


 


		25.1	If this agreement specifies when you or a guarantor must
perform an obligation, you or the guarantor must perform it by the time specified. You or the guarantor must perform all other
obligations promptly.



 


How we may exercise our rights


 


		25.2	We may exercise a right or remedy or give or refuse our
consent in any way we consider appropriate, including by imposing conditions.



 


		25.3	If we do not exercise a right or remedy fully or at a given
time, we can still exercise it later.



 


		25.4	We are not liable for loss caused by the exercise or attempted
exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence.



 


		25.5	Our rights and remedies under this agreement:



 


		(a)	are in addition to other rights and remedies given by law
independently of this agreement; and



 


		(b)	may be exercised even if this involves a conflict of duty
or we have a personal interest in their exercise.



 


		25.6	Our rights and remedies under this agreement may be exercised
by any authorised officer, any of our directors, any of our employees whose job position is the equivalent of “manager”,
“head of” or “lawyer”, or any other person we authorise.



 


Waiver


 


		25.7	A provision of this agreement, or right created under it,
may not be waived except in writing signed by the party or parties to be bound.



 


Inconsistent law


 


		25.8	To the extent permitted by law, this agreement prevails
to the extent it is inconsistent with any law.



 


Dealings


 


		25.9	Your rights and obligations are personal to you and may
not be assigned or novated without our consent.



 


		25.10	We may assign or otherwise deal with our rights and obligations
under this agreement or another arrangement with us in any way we consider appropriate. If we do this, you may not claim
against any assignee (or any other person who has an interest in this agreement or the arrangement with us) any right of
set-off or other rights you have against us. At our request you must execute and deliver to us or any other person we specify
any document we reasonably require for this purpose.



 




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Remedy Default


 


		25.11	We may, without notice to you, remedy any default by you
or the guarantor under this agreement and recover from you or the guarantor on demand all costs expended in making good the default.



 


Partnerships


 


		25.12	If you are a partnership, this agreement will continue
to bind you and each partner despite:



 


		(a)	any changes which may from time to time take place in the
partners, whether by the death, incapacity, or retirement of any partner or the admission of any new partner or otherwise;



 


		(b)	the fact that the partnership no longer carries on business;
and



 


		(c)	the fact that any of the partners are no longer members
of the partnership, and you agree to procure the execution of any documents we reasonably require to give full effect to this
provision.



 


Applicable law


 


		25.13	This agreement is governed by the law of the place in which
we sign. You, the guarantor and we submit to the nonexclusive jurisdiction of the courts of that place.



 


Entire agreement


 


		25.14	You warrant to us that this agreement is not executed in
reliance on any representation, promise or statement by us or any person on our behalf other than as expressly contained in this
agreement.



 


		25.15	This agreement together with the other finance documents
(as defined in the finance agreement) constitutes the entire agreement of the parties about its subject matter and supersedes
all previous agreements, understandings and negotiations on that subject matter.



 


Termination – preservation of obligations


 


		25.16	No termination, cancellation or suspension of this agreement
for any reason affects the rights or obligations of the parties, including in relation to a purchased debt where the debt became
a purchased debt prior to, or upon, such termination, cancellation or suspension. The terms of this agreement continue to apply
notwithstanding termination, cancellation or suspension as long as is necessary to give effect to these rights and obligations.



 


Partial invalidity


 


		25.17	If, at any time, any provision of this agreement is or
becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.



 


Counterparts


 


		25.18	This agreement may be executed in any number of counterparts,
and if so, the counterparts taken together constitute one and the same instrument.



 


Exclusion of PPSA provisions


 


		25.19	Where there is a security interest under this agreement:



		(a)	on the enforcement of those security interests to which the PPSA applies, sections 114(1)(a), 133 and 134 of the PPSA
shall not apply;



		(b)	we, you and each guarantor also contract out of any rights you or any guarantor may have under sections 116, 120(2), 121, 125,
129 and 131 of the PPSA on such enforcement; and



		(c)	you and each guarantor waives any right it may have to receive a copy of any financing statement or verification statement
that is registered, issued or received at any time in relation to this security interest.



 


PPSA further assurance


 


		25.20	You acknowledge that this agreement is a “security
agreement” as that term is defined in the PPSA and agree that we may register our interests under this agreement on the
PPSR in any way, and against whatever collateral class, we think fit. You consent to any such registration or notification and
agree not to make an amendment demand.



 


		25.21	You must do anything we ask you to do:



 




    Page 29 of 37 


     


    

 


		(a)	to ensure each security interest granted under this agreement
is perfected; and



 


		(b)	to enable us to register this agreement and each security
interest constituted by it with the priority that we require, and to maintain that registration.



 


		25.22	You must register on the PPSR every security interest that
you hold in respect of goods which have been supplied to, or financed for, debtors (and the proceeds of such goods):



 


		(a)	as soon as such security interest becomes registrable under
the PPSA (whether before or after the security interest arises); and



 


		(b)	in a manner which affords you the highest possible priority
under the PPSA in respect of each security interest, and maintain each registration at all times while you have an obligation
under this agreement or any other agreement with us.



 


		25.23	You must pay us and indemnify us for an amount equal to
any costs and taxes in connection with preparing, registering and maintaining any financing statement or financing change statement
(each as defined in the PPSA) in relation to a security interest, or taking any other action that in our opinion is necessary
to ensure that, to the maximum possible extent, our security position, and rights and obligations, are not adversely affected
by the PPSA (or that any such adverse effect is overcome to the maximum extent possible).



 


26. Guarantee and indemnity


 


		26.1	Consideration



 


The guarantor acknowledges incurring obligations
and giving rights under this agreement for valuable consideration received from us.


 


		26.2	Guarantor’s obligations



 


		(a)	By signing this agreement, the guarantor could become liable
to pay us under the guarantee in clause 26.3, the indemnity in clause 26.4, costs and taxes in clauses 18 and 19and interest under
clauses 15.7 to 15.12. The guarantor’s obligations under this agreement are subject to the provisions in this agreement
about the Code of Banking Practice if it applies in accordance with clause 26.7.



 


		(b)	The guarantor is liable for all its obligations under this
agreement individually and jointly with any other person named in this agreement as guarantor and its obligations under this agreement
continue until all amounts payable by you have been paid.



 


		(c)	To the extent the Code of Banking Practice applies to the
guarantee and indemnity, or in any case if a guarantee limit is specified in the details, the guarantor’s liability in connection
with this agreement is limited to the sum of:



 


		(i)	the guarantee limit; and



 


		(ii)	the additional liabilities payable by the guarantor under
clauses 18 and 19 and clauses 15.7 to 15.13 (such as costs, taxes and interest).



 


		26.3	Guarantee



 


Each guarantor unconditionally and
irrevocably guarantees that you will:


 


		(a)	pay all amounts payable by you under this agreement; and



 


		(b)	perform all of your obligations under this agreement.



 


If you do not pay us any amount under this agreement
when it is due, the guarantor must pay that amount to us when we ask.


 


		26.4	Indemnity



 


Each guarantor unconditionally and irrevocably
indemnifies us against any loss we suffer or incur if:


 


		(a)	you do not, are not obliged to or are unable to, pay us
in accordance with this agreement;



 


		(b)	you do not comply on time with all your obligations under
this agreement;



 


		(c)	the guarantor does not or is not obliged to pay us an amount
under clause 26.3; or



 


		(d)	we are obliged, or we agree to pay an amount to a trustee
in bankruptcy or liquidator in connection with a payment by you or the guarantor.



 




    Page 30 of 37 


     


    

 


Each guarantor agrees to pay us a
sum equal to such loss when we ask.


 


		26.5	Enforcement of rights



 


We may make a claim against the guarantor under
this agreement before we enforce any of our rights against you or any other person or under any other document including
any security interest.


 


		26.6	Continuance of the guarantor’s liability



 


The guarantor agrees that its liability under this
agreement is not affected by any act or omission by us or by anything which might affect it under law or otherwise including:


 


		(a)	the fact that:



 


		(i)	the guarantor does not see a pro forma or completed details;



 


		(ii)	we vary or replace this agreement such as by extending
the term;



 


		(iii)	we enter into this agreement as agent or as principal;



 


		(iv)	we either release, lose the benefit of or do not obtain
any security interest or do not register any security interest that could be registered;



 


		(v)	we release you or give you a concession, such as more time
to pay;



 


		(vi)	we release any person who guarantees your obligations under
this agreement;



 


		(vii)	the obligations of any person who guarantees your obligations
under this agreement may not be enforceable; or



 


		(viii)	any person who was intended to guarantee your obligations
under this agreement does not do so or does not do so effectively;



 


		(b)	the death, mental or physical disability or insolvency
of any person including you or the guarantor; or



 


		(c)	changes in the membership, name or business of a firm,
partnership, committee or association.



 


		26.7	Code of Banking Practice – Guarantee



 


The relevant provisions of the Code of Banking Practice
apply to this guarantee and indemnity if, at the time that this guarantee and indemnity is executed, the guarantor
is an individual and you are an individual or a small business customer (as defined by the Code of Banking Practice).


 


		26.8	Ending this Guarantee



 


Except to the extent the guarantor has a right
conferred by the Code of Banking Practice, the guarantor cannot otherwise withdraw from, end or limit this guarantee
and indemnity.


 


27. Definitions and interpretation


 


		27.1	Unless otherwise stated:



 


		(a)	Where a limit, rate, fee or other matter is set out in
the details, a reference in this agreement to it is a reference to that limit, rate, fee or matter as set out in the details as
amended in accordance with this agreement.



 


		(b)	The singular includes the plural and vice versa.



 


		(c)	A reference to:



 


		(i)	a document includes any variation or replacement of it;



 


		(ii)	including, such as or for example when introducing an example,
does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;



 


		(iii)	law means common law, principles of equity and laws made
by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments
under them, and consolidations, amendments, re-enactments or replacements of them);



 


		(iv)	person includes an individual, a firm, a body corporate,
an unincorporated association or an authority.



 


		(v)	any thing (such as an amount) includes the whole and each
part of it.



 


		27.2	These meanings apply to this agreement, unless otherwise
stated:



 




    Page 31 of 37 


     


    

  


advance rate means 100% minus the discount
rate.


 


agreement means this Corporate Receivables
Facility Agreement, including the guarantee and indemnity, and any attached schedules.


 


arrangement with us means this agreement,
each debt schedule, the finance agreement and each other arrangement including an agreement or a security interest
under which you or a guarantor has or could in the future have obligations to us or any of our related entities in
connection with this agreement.


 


attorney means each attorney appointed
by you under clause 22.1.


 


authorisation method means any method
specified by us by which evidence is provided to us through the Corporate Receivables System, and we use that evidence
to authenticate, that a message received by us through the Corporate Receivables System is sent with your authority.


 


authorised officer means in respect to
us:


 


(a) any director or secretary;


 


(b) any person authorised
to act under any general power of attorney for us;


 


(c) any person authorised
to act on our behalf under this agreement by an authorised officer as defined in paragraphs (a) or (b) above; and


(d) any solicitor (whether
or not an employee) acting on our behalf in connection with this agreement,


 


and in respect of any other party being a body corporate,
any director, secretary or any officer whose title contains the word “Manager”, or a person performing the functions
of any of them.


 


available funds means, at any time, the
amount calculated in accordance with clause 5.3.


 


borrowing base means the amount calculated
in accordance with clause 6.1.


 


business day means a day other than a
Saturday or Sunday or a day gazetted as a public holiday in the place in which we sign this agreement.


 


commencement date means the date we make
the initial payment.


 


Companies Act means the Companies
Act 1993.


 


control of a corporation includes the
direct or indirect power to directly or indirectly:


 


(a) direct the management
or policies of the corporation; or


 


(b) control the membership
of its board of directors,


 


whether or not the power has
statutory, legal or equitable force or is based on statutory, legal or equitable rights and whether or not it arises by means of
trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of the corporation
or otherwise.


 


Corporations Act means the Corporations
Act 2001 (Cth).


 


Corporate Receivables System means any
one or more (a) system, (b) platform or (c) other method designated by us from time to time, which provides you access to and allows
you to operate your facility, and which may include, but is not limited to, the BNZ Invoice Finance System. A reference to you
accessing the Corporate Receivables System is a reference to the Corporate Receivables System being
accessed or made available to you through the users nominated by you in accordance with this agreement.


 


costs includes costs, charges, fees and
expenses including those incurred in connection with our internal and external legal advisers (on a full indemnity basis) and professional
consultants.


 


credit note means any credit note issued
by you to a debtor in respect of a purchased debt.


 


customer margin means the customer margin
set out in the details as varied from time to time.


 


debt means any obligation (whether present
or future, actual or contingent, secured or unsecured, as principal, surety or otherwise) for the payment or repayment of money
owed by a debtor to you in the ordinary course of your business and includes purchased debts. A reference to a debt
includes all proceeds of the debt. To the extent that a debt is, or is a component of, chattel paper (as
defined in the PPSA), a reference to the debt includes the security interest or lease component of that chattel paper.


 




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debt amount means, with respect to a
debt, the gross dollar amount charged to the debtor (including taxes) but excluding any allowance, deduction
or other credit you allowed to the debtor as shown on the invoice or other debt document for that debt.


 


debt documents means, in respect of each
purchased debt:


 


		(a)	all invoices;



 


		(b)	all credit notes, delivery dockets, purchase orders, supply
contracts, time sheets or like documentation;



 


		(c)	all offer letters and purchases, agreements and other instruments
relating to the purchased debt (including any bills of exchange and promissory notes, present and future);



 


		(d)	all encumbrances which you hold in respect of the purchased
debt and any agreement entered into by you in relation to the priority or sharing of any such encumbrance;



 


		(e)	each insurance policy, title document and other document
relating to the property which is the subject of any encumbrance and which is held by you; and



 


		(f)	all other records in any form.



 


debt payments means any payments of money
(including by way of principal, interest, commission and otherwise) in respect of a purchased debt.


 


debt schedule means a document, in a
form acceptable to us, which includes details of the purchased debts and any credit notes, adjustments and debt
payments relating to those debts for the period specified in the debt schedule which period must be as contemplated by clause
3.1, and which attaches or is accompanied by such documents or information as we require.


 


debtor means, with respect to a debt,
that person to whom you have provided goods or services, and who is liable to you for the debt.


 


debtor finance account means the account
under this agreement maintained by us for the purpose of managing your facility.


 


debtor limit means, at any time, in relation
to a debtor or group of debtors identified in the details:


 


		(a)	the amount set out in the details; or



 


		(b)	the amount which is the percentage set out in the details
of aggregate debt amounts for all purchased debts, which amount will vary with the aggregate debt amounts of all purchased debts.



 


a debtor limit event occurs whenever
a debtor limit is exceeded.


 


debtor limit excess means, in relation
to a debtor in respect of which a debtor limit event has occurred, the amount by which the aggregate debt amounts
of all debts owing by that debtor exceeds its debtor limit.


 


default management fees means the fee
specified as such in the details.


 


default rate means a per annum rate of
interest and, unless we notify you otherwise, is the rate equal to the default facility fee rate specified in the details.


 


details means Part A of this agreement.


 


discount rate means the percentage that
we apply to the amount of a debt to determine the amount of the debt that should be attributed to the total retention.


 


effective date has the meaning given
in clause 1.5.


 


encumbrance means any:


 


		(a)	security interest;



 


		(b)	assignment of income, garnishee order or monetary claim;



 


		(c)	right, interest or arrangement which has the effect of
giving another person a preference, priority or advantage over creditors;



 


		(d)	right that a person (other than the registered proprietor)
has to remove something from land (known as a profit à prendre), easement, public right of way or restrictive or positive
covenant or lease, licence to use or occupy;



 




    Page 33 of 37 


     


    

 


		(e)	equity, interest or writ of execution;



 


		(f)	third party right or interest arising as a consequence
of enforcement of a judgment;



 


		(g)	security deposit;



 


		(h)	option; or



 


		(i)	other agreement, notice or arrangement having a similar
effect as those items set out in paragraphs (a) to (h) above,



 


or any agreement to create any of them or
allow them to exist.


 


an event of default occurs
if you are in default under clause 15.


 


excluded debts means:


 


		(a)	any debts regulated by the National Credit Code or
the Credit Contracts and Consumer Finance Act 2003 (either as “credit contracts” or “consumer leases”
as defined in that Code or Act); and



 


		(b)	any debt which is comprised of future but not yet
accrued progress claims or liquidated damages;



 


		(c)	any debt which is comprised of payment for performance
of goods or services not yet supplied which is of a material value in our opinion;



 


		(d)	any debt with payment terms in excess of the recourse period;



 


		(e)	any debt of a class or description specified by
us by a minimum of 30 days prior written notice to you from time to time as determined by us in good faith to be “excluded
debts. For the avoidance of doubt, we may specify classes of debts as excluded debts in our absolute discretion and without providing
any reason to you.



 


extinguishment price means the lesser
of the debt amount and the balance outstanding of the debt amount.


 


facility limit means the amount
specified in the details or such other amount as is notified from time to time by us in our absolute discretion to you as the facility
limit.


 


fee cycle means:


 


		(a)	for the purposes of clauses 8.5(a), 8.5(b) where the minimum
purchase charge is an annual figure, and 8.5(c):



 


		(i)	each full twelve month period commencing on the date of
this agreement or an anniversary of that date; and



 


		(ii)	any period of less than 12 months commencing on the date
of this agreement or an anniversary of that date, and ending on the day this facility terminates; and



 


		(b)	for the purposes of clause 8.5(b) where the minimum purchase
charge is a monthly figure:



 


		(i)	each monthly period ending on the same day of the month
as the date of this agreement or, if there is no such day in that month, the last day of the month; and



 


		(ii)	any period of less than one month commencing on the date
of this agreement or a day on which a fee cycle ends, and ending on the day this facility terminates.



 


finance agreement means the agreement
of that title dated on or about the date of this agreement between you, the guarantor and us (as amended from time to time).


 


force majeure means a cause beyond a
party’s control including acts of God, acts of war, revolution, sabotage, riots, civil commotion, acts of public enemy, terrorism,
embargo, acts of government in its sovereign capacity, strikes, lockouts, boycotts, fire, communication line or utility failures,
power failures, earthquakes, floods or other natural disasters.


 


funds drawn means, at any time, the funds
drawn by you plus any adjustments which we make under clause 7.9.


 


guarantee and indemnity means the guarantee
and indemnity contained in clause 26 of this agreement and each other provision of this agreement applying to the
guarantor.


 


guarantor means each person described
in the details as a guarantor. If there is more than one, guarantor means each of them separately and every two or
more of them jointly. If the guarantor enters this agreement as trustee of a trust then the guarantor is also
bound in its personal capacity and


 




    Page 34 of 37 


     


    

 





guarantor includes both the trustee capacity
and its personal capacity.


 


initial payment means the first occurrence
under this agreement of us:


 


		(a)	making an initial adjustment to the borrowing base; or



 


		(b)	increasing the amount of the total retention with an amount
referable to those debts purchased on the commencement date.



 


insolvency event means, in
respect of a person, any of the following events:


 


		(a)	it is declared or becomes insolvent, is unable to pay its
debts when they fall due, or is presumed unable to pay its debts in accordance with any applicable legislation;;



 


		(b)	it has an administrator, liquidator, provisional liquidator,
receiver, Controller (as defined in the Corporations Act 2001 (Cth)) or any other kind of insolvency administrator appointed to
it or to any part of its property, or it is or any part of its property is placed under any other formal or informal kind of insolvency
administration;



 


		(c)	an application is made to a court for an order, or an order
is made, that it be wound up or placed in liquidation;



 


		(d)	it resolves or takes any action to wind itself up or to
have a liquidator appointed to it, or otherwise dissolve itself, or it is otherwise wound up or dissolved, except to reconstruct
or amalgamate while solvent on terms approved by us in writing;



 


		(e)	execution or distress or any other process is levied or
attempted or imposed against or over any of its undertaking, property or assets;



 


		(f)	a compromise, arrangement, assignment, moratorium or composition
is proposed with, or becomes effective in relation to, its creditors or any class of its creditors (in each case, other than to
carry out a reconstruction or amalgamation while solvent on terms approved by us in writing);



 


		(g)	an application or order has been made (and, in the case
of an application, it is not stayed, withdrawn or dismissed within 5 business days), a resolution is passed, a proposal is put
forward, a meeting is convened, or any other action is taken, in each case in connection with it, which is preparatory to or could
result in any of the things referred to above;



 


		(h)	it is taken (under section 459F of the Corporations Act
2001 (Cth)) to have, or has, failed to comply with a statutory demand;



 


		(i)	it is the subject of an event described in section 459C(2)(b)
or section 585 of the Corporations Act (or it makes a statement from which we reasonably deduce it is so subject);



 


		(j)	it takes any step to obtain protection, or is granted protection,
from creditors, under any applicable legislation;



 


		(k)	it is deregistered for whatever reason;



 


		(l)	it commits an act of bankruptcy within the meaning of the
Insolvency Act 2006 or the Bankruptcy Act 1966 (Cth) ;



 


		(m)	it becomes a bankrupt as defined in the Bankruptcy Act
1966 (Cth) or the Insolvency Act 2006 or action is taken which could result in that event;



 


		(n)	it is otherwise unable to pay its debts when they fall
due; or



 


		(o)	something having a substantially similar effect to any
of the things referred to in paragraphs (a) to (n) above happens in connection with it under any law in any jurisdiction.



 


lending indicator rate means the rate
specified as such in the details.


 


market rate means the rate determined
from time to time in accordance with clause 8.6.


 


message means any communication or instruction
of any kind between you and us using the Corporate Receivables System.


 


nominated account means the account held
with us in respect of which you instruct us is your nominated account for the purpose of this agreement.


 


non-funded cash means any excess we determine
in respect of any payments (or parts of payments) received into the debtor finance account which we determine are in excess
of the value attributed to the debts to which they relate for the purpose of calculating the borrowing base.


 




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This includes, for example:


 


		(a)	payments received in relation to any purchased debts which
we have discounted by 100% and to which we have therefore not attributed any bank value;



 


		(b)	payments received in relation to any debts in excess of
the value attributed to that debt by us for the purposes of calculating the borrowing base;



 


		(c)	payments received otherwise than in relation to purchased
debts.



 


payable, in relation to an amount, means
an amount which is currently payable or will or may be payable in the future.


 


potential event of default means an event
which, with the giving of notice, lapse of time or fulfilment of any conditions, would be likely to become an event of default.


 


PPSA means the Personal Property Securities
Act 1999.


 


PPSR means the register established under
the PPSA.


 


pricing period means a period of up to 31 days
starting on the last business day of a Calendar month and ending on the day before the last day of the next calendar calendar month,
but adjusted where necessary so that:


 


		(a)	the first such period shall commence on the date you execute
this agreement;



 


		(b)	a pricing period which would otherwise end on a day which
is not a business day will extend to the next succeeding business day;



 


		(c)	each subsequent pricing period shall commence on the next
day after the expiry of the preceding pricing period;



 


		(d)	a pricing period may not end after the date this agreement
is terminated; and



 


		(e)	if the period from the end of a pricing period to the date
this agreement is terminated is less than 7 days, that pricing period will end on the date this agreement is terminated.



 


proceeds has the meaning given in the
PPSA.


 


purchase date means in respect of any
purchased debts the date we are taken to have obtained title to the debts under clause 4.


 


purchase price means the aggregate debt
amounts of the purchased debts or, where the context requires, the debt amount of a particular purchased debt.


 


purchased debts means, during the term
of this agreement, all debts purchased by us as contemplated in clause 4, to the extent that:


 


		(a)	payment has not been received by us in relation to those
debts under clause 10.2; or



 


		(b)	those debts have not been repurchased by you under clause
11.3; or



 


		(c)	our right title and interest in those debts has not been
extinguished under clause 11.1.



 


qualifying debt means a debt
which is not an excluded debt.


 


recourse debt means a debt
with respect to which a recourse event has occurred.


 


a recourse event occurs, in
relation to a debt:


 


		(a)	if the debtor fails to pay the debt within the recourse
period;



 


		(b)	if in your opinion, the debt is unlikely to be paid within
the recourse period;



 


		(c)	as soon as you become aware that the debtor disputes the
validity or enforceability of the debt and such dispute is not resolved in your favour within 30 days unless otherwise agreed
with us;



 


		(d)	as soon as you become aware that the debtor claims damages
for an alleged breach of, or purports or attempts to rescind, the contract giving rise to the debt and the claim is not withdrawn
or otherwise settled in your favour or the contract is not otherwise reinstated within 30 days unless otherwise agreed with us;



 




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		(e)	as soon as you become aware that the debtor refuses to
accept, or returns, all or any of the goods or services the subject of the contract giving rise to the debt and the debtor does
not withdraw such refusal or take back the goods or services within 30 days unless otherwise agreed with us;



 


		(f)	as soon as you become aware that the debtor makes or attempts
to make or raise a counterclaim, set-off, cross-action or defence to the debt;



 


		(g)	if you commit, or you become aware that the debtor alleges
that you have committed a breach of any term of the contract giving rise to the debt and such allegation is not withdrawn or otherwise
settled in your favour within 30 days unless otherwise agreed with us;



 


		(h)	if for any reason whatsoever the debt is not valid, genuine
and fully enforceable for the debt amount;



 


		(i)	if you have breached a warranty given under clause 12.2,
or an undertaking given under clause 13.1, in relation to that debt;



 


		(j)	if the value of the debt materially decreases;



 


		(k)	if an insolvency event occurs in relation to a debtor;



 


		(l)	if the debtor is subject to a debtor limit and a debtor
limit event has occurred;



 


		(m)	as soon as you become aware that the debtor becomes entitled
to a refund or waiver of the debt due to an unacceptable candidate being supplied or a key performance indicator or one of your
other obligations not being met; or





 


		(n)	if without our prior written consent, you waive or modify
any terms of the contract giving rise to a purchased debt,



 


and a recourse event
occurs in relation to all purchased debts if:


 


		(o)	you have breached a warranty given under clause 12 (other
than one given under clause 12.2) or an undertaking given under clause 13 (other than one given under clause 13.1); or



 


		(p)	this agreement is terminated under clauses 1.4, 2.11or
15.3.



 


recourse period means, in relation to
a purchased debt, the period set out in the details as the recourse period.


 


related entity has the meaning
given to it in the Corporations Act.


 


repurchase price means in relation to
a purchased debt in respect of which you have made an offer to repurchase under clause 11.2, the lesser of the debt amount
and the balance outstanding of the debt amount.


 


security means any security interest
which secures any of your or a guarantor’s obligations to us.


 


security interest means a “security
interest” as defined under the PPSA and any other interest in relation to property provided for by a transaction that,
in substance, secures payment of money or performance of an obligation (without regard to the form of the transaction or the identity
of the person who has title to the property). It also includes a guarantee or indemnity.


 


special conditions means those set out
in Part A – Details.


 


taxes means taxes, levies, imposts,
charges and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties,
fines and expenses in connection with them, except if imposed on our overall net income.


 


total retention means the amount referred
to in clauses 6.2 to 6.4.


 


unapplied cash means any funds (or parts
of payments) received into the debtor finance account which have not, at that time, been applied against one or more debts.


 


user means, in relation to the Corporate
Receivables System any person appointed by you (in a manner acceptable to us) to access the Corporate Receivables
System on your behalf.


 


we means the Bank of New Zealand or another
entity related to it, and its successors and assigns.


 


you means the person or persons named in this
agreement as “Vendor”. If there are more than one,


 


you means each of them separately and every
two or more of them jointly. You includes your successors and assigns. If you enter this agreement as trustee of a trust
then you are also bound in your personal capacity and you includes both the trustee capacity and your personal capacity.


 




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