Master Terms

1. DEFINITIONS AND INTERPRETATION
2. WE AGREE TO LEND YOU MONEY AND YOU AGREE TO REPAY IT
3. CONDITIONS PRECEDENT OF YOUR LOAN
4. INTEREST
5. REPAYMENTS
6. REPRESENTATIONS
7. WHAT YOU MUST DO
8. DEFAULT
9. GUARANTEE IN FAVOUR OF US
10. COSTS
11. PAYMENTS
12. INDEMNITIES
13. NOTICES
14. ELECTRONIC SIGNING
15. GENERAL

1. DEFINITIONS AND INTERPRETATION

1.1 In these Master Terms, when you see a capitalised word, it will have the same corresponding meaning every time it’s used unless the context of the sentence requires otherwise.  In this Agreement:

You and Figured: When we say You, You’re or Your, we mean both You and Your farming business which the finance is for and who is the borrower listed in Your Loan Summary. 

1. 1. You means each person individually, and any two or more of those people;
   2. each person must comply with this Agreement; and
   3. each person must repay the Loan, by themselves, or with the other borrowers, including where the borrowers are trustees of a trust, or partners of a partnership.

1. 1. all partners, including the general partner, are bound by the Loan agreement

   2. references to ‘you’ are also references to the general partner of the limited partnership

When we say Figured, We, Our or Us, We’re talking about Figured Ltd who You have agreed to take a loan out with, and the farm financial management software.

"Agreement" means these Master Terms, which we may change from time to time, and read together with Your Loan Summary. If we do change the Master Terms We will let you know via email.   

"Borrower" means You, as identified in Your Loan Summary.

"Business Days" means a day (other than a Saturday or a Sunday) on which registered banks in New Zealand are open for general business banking.

"Conditions Precedent" means the Conditions Precedent of Your Loan as set out in section [2] of these Master Terms. This is a legal term which means the conditions that need to be met before the loan can be accepted by Us. 

"Completion Date" means the date on which We confirm to You that all of the Conditions Precedent have been satisfied.

"Default Rate" means the total of the interest rate and the default margin, as stated in the interest section of the Your Loan Summary.

"Event of Default" means any of the events described in section 7 of these Master Terms. 

"Final Repayment Date" means the date stated in Your Loan Summary.

"Guarantor" means the person(s) (if any) stated in Your Loan Summary or any other person that has given a guarantee to Us in respect of the Your obligations under this Agreement.

"Guarantee" means, if applicable to the Loan, the guarantee referred to in the guarantee section of Your Loan Summary, including the terms and conditions applicable to the guarantee as set out in the guarantee section of these Master Terms.   For more information about guarantees refer to the guarantee section of the Master Terms.

"Insolvency Event" means, in relation to a person, if any of the following events happen:

1. 1. an encumbrancer takes possession, or a trustee, receiver, receiver and manager, administrator, liquidator, provisional liquidator, statutory manager or similar official is appointed in respect of the Borrower or the Guarantor(s) or the whole or any material part of its assets;
   2. steps are taken or threatened with a view to any such appointment, or dissolution of the Borrower or the Guarantor(s); or
   3. You or the Guarantor(s) (if any) are declared or becomes insolvent, or You are unable to pay Your debts when they fall due, or it is presumed You will be unable to pay Your debts in accordance with any applicable legislation;

"Loan" means any loan made available by Us to You that is governed by this Agreement.

"Loan Amount" means the amount specified in Your Loan Summary.

"Loan Start Date" means the date on which Your Loan is drawn down.

"Master Terms" means these Master Terms.

"Outstanding Money" means any amount of money that You owe to Us under the Loan and includes interest and costs.

"Potential Event of Default" means any event or circumstances which is likely to become an Event of Default.

"Your Loan Summary" means the document that contains the key information about this Agreement and which, together with these Master Terms, forms this Agreement.

1. a reference to "the Borrower" or to "the Guarantor" extends to and includes the executors, administrators and assigns of that person;

2. "costs" includes any costs, charges, fees, commissions, indemnities, taxes, damages, losses, expenses (including legal fees and expenses on a full indemnity basis and goods and services and other taxes thereon), claims, liabilities (absolute or contingent), fines and penalties and includes loss of profit and costs incurred in liquidating or redeploying deposits or other funds;

3. "environmental law" includes any law which relates to (a) the environment, (b) safety, health or use of land, water, buildings or any other property or (c) substances or activities which may affect or otherwise harm the environment or be hazardous, and including the Resource Management Act 1991, the Building Act 2004 and the Hazardous Substances and New Organisms Act 1996; 

4. "indebtedness" means any indebtedness or other monetary liability (whether present or future, actual or contingent) relating to any financial accommodation;

5. "material adverse effect" means something that, in Our      reasonable opinion, having a material adverse effect on:
   1. the financial or operations of a person; or 

   2. the person's ability or willingness to perform and comply with the obligations under this Agreement.

6. References to "material adverse change" have an equivalent meaning.

7. reference to a "person" includes an individual, company, corporation, firm, club, partnership, limited partnership, joint venture, association of persons (corporate or not), organisation, trust, state or governmental agency (in each case, whether or not having separate legal personality);
   
   
8. the singular includes the plural and vice versa;
   
   
9. a reference to a provision of any statute, regulation or other enactment includes a reference to such statute, regulation or other enactment as amended or substituted from time to time.

2. We agree to lend you money and you agree to repay it

2.1 We agree to lend You the Loan Amount which is set out in Your Loan Summary and in return You agree to:  

1. meet to our satisfaction, all of the Conditions Precedents; 
   
   
2. repay us that Loan Amount, plus any interest we charge on it, and other amounts we charge, like any applicable fees (if any); 
   
   
3. comply with the terms and conditions set out in this Agreement; and 
   
   
4. let us use any rights set out in this Agreement, and rights we have at law as a lender.

3. CONDITIONS PRECEDENT of Your loan 

This is a legal term which means the conditions that must be met before We can provide You with Your Loan and if they are not met we have the right to not provide finance. You will need to satisfy any specific conditions that are listed in Your Loan Summary and the conditions precedent listed below in a way that is acceptable to Us (which we will tell You what that is). 

3.1 The conditions precedent are:

1. This Agreement: A signed copy of Your Loan Summary (including the Guarantee if applicable) and acknowledgment of the Master Terms;
   
   
2. Guarantee:  If we have indicated a guarantee is required for Your Loan, either a signed waiver of independent legal advice from the Guarantor(s) or a certificate confirming that independent legal advice was received by that Guarantor(s), each in the form provided;
   
   
3. Trusts:  if You or Your Guarantor(s) are entering into this Agreement as a trust, a copy of the trust deed together with evidence satisfactory to it from.  You or if the Borrower is a company, from one of its directors, that the trust deed is complete, correct, fully in force and not subject to amendment or revocation; 
   
   
4. Partnership:  If You or Your Guarantor(s) are entering into this Agreement as a partnership or limited partnership, a copy of the partnership agreement together with evidence satisfactory to it from the Borrower that the partnership agreement is complete, correct, fully in force and not subject to amendment or revocation; 
   
   
5. Restrictions:  confirmation that there are no existing funding (or other) arrangements restricting You from entering into this Agreement (or incurring the indebtedness under this Agreement);
   
   
6. Representations:  all the representations set out in this Agreement are true and correct in all material respects on the Loan Start Date by reference to Your circumstances at that time;   
     
7. No default: there being no Event of Default or Potential Event of Default that has occurred and is continuing;
   
   
8. No material adverse change:  there being no material adverse change to You or the Guarantor(s) occurring prior to the Completion Date;
   
   
9. KYC:  all documentation required by Us in order to carry out know your customer or similar checks under applicable laws relating to anti-money laundering, terrorist financing and economic and trade sanctions in connection with this Agreement;
   
   
10. Fees paid:  payment of all fees and expenses payable under this Agreement; and
    
    
11. Other:  all other documents and evidence that Figured may require. 
    
    

4. INTEREST

4.1 Interest rate:  The interest rate that applies to the Loan will be set out in the interest section of Your Loan Summary.  This is comprised of the Figured base rate and Your risk margin which constitute Your total interest rate. 

4.2 Changes to the interest rate:  Unless Your Loan goes into default, We reserve the right to adjust the risk margin if there has been a material change to the underlying risk of Your Loan based on our risk assessment.. 

4.3 Interest payment:  You must pay interest which has accrued on the Loan in accordance with the interest section of Your Loan Summary.

4.4 Interest calculation: We will calculate Interest on a daily basis and this will be determined by the actual number of days in that given month (between the 20th to the 20th) and a year of 365 days.

4.5 Default interest:  The default interest margin that applies to Your Loan will be set out in Your Loan Summary. This Default Rate will only apply if You do not pay an amount payable (ie either an interest payment, or a principle repayment) under this Agreement when due.  You will start paying default interest at the Default Rate from the date the relevant amount was due for payment until We have received the repayment amount together with all accrued default interest.

5. REPAYMENTs

5.1 Repayments:  We will work with You and agree a repayment plan that suits Your cash flow. You agree to make all repayments as per this plan which We will provide to you with Your Loan Summary.  You can at any time request to pay back any amount of the Loan early just by contacting us.  If you decide to do this We will not charge any early repayment fees. If you have repaid the Loan in full early Your only cost will be any interest that has accrued since Your last regular repayment. 

5.2 Re-borrowing:  Any amount repaid by You under the Loan may not be re-borrowed.  

5.3 Final repayment:  You shall pay to us any outstanding amount of the loan on the Final repayment Date.

6. REPRESENTATIONS

This is the section where You formally confirm to Us that everything listed below is correct, as this information is what We have used to continue to provide finance to You. This is another legally binding term so it's important You understand it and confirm everything below. 

6.1 You represent to Us that:

1. Status, power and authority:  You have the power to enter into this Agreement under New Zealand law, and can perform and comply with its obligations;

2. Binding obligations:  Your obligations under this Agreement are legal, valid, binding and enforceable;

3. No contravention:  by entering into this Agreement, and by the exercise of its rights and performance of its obligations You will not contravene:
   1. any applicable law or directive;
   2. Your constitutive documents (if applicable); or 

   3. any document which is binding upon You or (or constitute a termination event under any such document), nor cause any limit on its powers or the powers of its directors or trustees or the general partner (as applicable) to be exceeded;

4. Consents:  You have all necessary consents required to enable it to enter into and perform its obligations under this Agreement, and enable it to continue to operate its business;

5. No legal proceedings:  no legal proceedings, arbitration or administrative proceedings of, or before, any court, arbitral body or government agency has commenced or to the best of its knowledge or belief is pending or threatened;

6. Information:  the information provided by You in connection with this Agreement is true and accurate and remains true to the date of this Agreement and there are no facts or circumstances that have not been disclosed to Us which would make any information untrue, inaccurate or misleading; This is includes:
   1. All financial information in Figured including your 12 month forward budgets;     
   2. All production data held in Figured including your 12 month forward budgets;
   3. Any farming contracts provided;

7. Immunity:  neither You, nor any of Your assets, has any immunity from suit or from execution or attachment or other legal process;

8. No Default / Solvency:  
   1. no Event of Default has occurred or is continuing, or might reasonably be expected to result from the entry into or performance of this Agreement and no Potential Event of Default that has not been notified to Us has occurred and is continuing;

   2. You are solvent and able to pay Your due debt as they become due in the normal course of business and no Insolvency Event has occurred in relation to You;

9. Environmental law:  You are not aware of any breach of any environmental law or directives to which You are subject;

10. Trust representations:  if either the Borrower or Guarantor(s) is entering into this Agreement as a trust, each trustee represents that:
    1. no amendments have been made to the trust deed that have not been disclosed in writing to, and accepted by, Us;
    2. the trustees are validly appointed as, and constitute all of the trustees of, the trust;
    3. no event for the vesting of any of the trust assets has occurred and no distributions from trust assets have been made;
    4. You are entitled to be indemnified out of the trust assets in full and We are entitled to be subrogated to that right (in each case without restriction, limitation, set-off or counterclaim) in respect of its obligations under this Agreement;
    5. You are not in default under the trust deed;
    6. the entry into this Agreement and the Loan is in the best interests of the beneficiaries of the trust; and
    7. none of the trust assets have been mixed with other property;
11. Partnership representations:  if either the Borrower or Guarantor(s) is entering into this Agreement as a partnership, each partner represents that:
    1. the partnership has not been terminated or dissolved nor has any event for the vesting of any of the partnership assets occurred;
    2. its right to be indemnified out of the assets of the partnership has not been limited in any way;
    3. it legally owns all of the assets of the partnership;
    4. it has not entered into any other agreement in relation to the partnership.

6.2 Each representation contained in this clause (and in Your Loan Summary) is deemed to continue for so long as this Agreement is in effect by reference to the facts and circumstances as they existing.

6.3 The Borrower acknowledges that Figured has relied on the representations in this clause (and in Your Loan Summary) in agreeing to accept this Agreement and in deciding to provide the Facility to the Borrower. 

7. What you must do

These are legally binding promises (Undertakings) that You agree to make as part of the loan agreement. If You fail to keep any of these promises then You will be in breach of the contract and We may put the loan into default.

7.1 You and the Guarantor(s) agree to:

1. Additional debt: Not take any additional debt with other lenders, providers that would put at risk Your ability to repay Us without Our permission. 
   
   
2. Information:  provide any financial or other information that We may reasonably request;
   
   
3. Notification of Default:  promptly notify Us if any Event of Default or Potential Event of Default has occurred;
   
   
4. Comply with all Laws:  comply with all laws and derivatives, maintain all consents needed to operate its business up to date, and comply with all its obligations under this Agreement;
   
   
5. Carry on Business:  carry on its business in a proper and efficient manner and pay all its debts when due;
   
   
6. Environmental:
   1. maintain proper procedures to monitor and comply (and has complied with) all applicable environmental laws and directives;
   2. notify Us of all actual or potential environmental liabilities as soon as reasonably practicable after becoming aware of them and provide Us with reasonable details of the action taken or proposed to be taken in relation to such liabilities; 
   3. provide Us on request, but at Your own cost, environmental audits and reports in respect of its property in a form acceptable to Us;
   4. indemnify Us against all liabilities and costs arising out of any act or omission by You in respect of any circumstances that breaches or might breach any environmental law or derivative;
7. Financial and on Farm management: You will continue to maintain and update Us and Xero with accurate financial and on farm production data.
    
8. Taxes:  file all tax returns as required by law and pay its taxes when due and payable.

8 DEFAULT

8.1 Default:  If at any time and for any reason, whether it was within Your control or not, any of the following events occur, then that shall constitute an Event of Default:

1. Non-payment:  You fail to pay on time any amount that is due under this Agreement;
   
   
2. Loan used for different purpose: You use the Facility for a purpose not approved by Us; For example if You use the funds for non-farming business purposes (including personal drawings). 
   
   
3. Other breaches:  You breach or fail to comply with the obligations imposed on it under or in connection with this Agreement (other than those referred to in paragraph (a) and (b) above) and such breach either:
   
   1. cannot be remedied; or
   2. if it is capable of being remedied, We will gives the You a written notice requiring it to be remedied and, [14] Business Days later, it is still not remedied; 
4. Misrepresentation:  any information You have given to Us, and any statement, representation or warranty You have made to Us in connection to this Agreement was false or misleading in any material respect when it was made or given;
   
   
5. Insolvency:  an Insolvency Event occurs in relation to You or the Guarantor(s);
   
   
6. Change of business:  there is a material change in the nature or scope of the Your business or operations.  For example if You were a contract milker You exited the contract early and no longer operated as a contract milker;
   
   
7. Material adverse change:  in Our opinion (acting reasonably), there is a material adverse change in relation to You or the Guarantor(s);
   
   
8. Unlawfulness:  it becomes unlawful for You or Guarantor(s) to perform Your obligations under this Agreement;
   
   
9. Environmental Law:  You fail to comply with any applicable environmental law or directive;
   
   
10. Vitiation of Agreement:  any part of this Agreement:
    
    1. does not have effect, or cease to have effect, in accordance with its terms;
    2. void, illegal, invalid, unenforceable or of limited force and effect;
11. Other obligations:  
    1. You fail to pay an amount that is due and payable by the end of any originally applicable grace period to someone other than Us in respect of obligations relating to financial accommodation or financial arrangements; 
    2. any obligation that You have becomes due and payable or capable of being declared due and payable, prior to its specified maturity as a result of an event of default, potential event of default or review event (in each case, however described); and
12. Partnership:  if You are a partnership (in respect to paragraphs (i) and (ii) only) or limited partnership, it will also be an Event of Default if:
    1. without Our prior written consent, there is a change in the constitution of the partnership or partnership agreement (as applicable);
    2. without Our prior written consent, the partnership is dissolved;
    3. without Our prior written consent, any steps are taken for the termination or deregistration of the limited partnership or the limited partnership is terminated or deregistered;
    4. any termination event (as referred to in section 86 of the Limited Partnerships Act 2008) occurs in relation to You or under Your partnership agreement;
    5. You have no general partner at any time or, without Our prior written consent, there is a change to the general partner;
    6. a limited partner transfers or assigns its partnership Interest (as defined in the partnership agreement and the Limited Partnerships Act 2008) (including any change in the ultimate beneficial interest);
    7. without Our prior written consent, there is a change to Your limited partners;
    8. without Our prior consent, You make a distribution (as defined in section 39 of the Limited Partnerships Act 2008);
13. Trustees: if You entered into this Agreement as a trustee of a trust, it will also be an Event of Default if:
    1. the trust is held by a court not to have been properly constituted or the Borrower or Guarantor (as applicable) concede that the trust has not been properly constituted;
    2. the trust terminates or the beneficiaries of the trust resolve to terminate it;
    3. the Borrower or Guarantor (as applicable) cease:
    4. to hold the trust property in its name; or
    5. to be a trustee;
    6. the Borrower or Guarantor (as applicable) commits a breach of trust which, in Our opinion, is material.
14. Other events:  any other event described in this Agreement as an Event of Default occurs.

1. declare any money that is or may become owing to Us in respect of the Loan immediately due and payable;
   
   
2. immediately terminate some or all of Our obligations under this Agreement; 
   
   
3. charge or continue to charge interest at the Default Rate on any overdue amounts (including interest);
   
   
4. claim under any guarantee according to its terms.

9. GUARANTEE IN FAVOUR OF Us

This section only applies if We have requested a guarantee being taken or a Guarantor(s) is needed. 

9.1 Here are Our definitions and interruptions for when We are talking about Guarantees

"Guaranteed Debt" means all indebtedness (of whatever nature and whether on account of principal moneys, interest, fees or charges, tax or otherwise, and, to avoid doubt, including indebtedness assigned to Us by a third party) due, owing, payable or remaining unpaid by You to Us pursuant to, or contemplated by, this Agreement.

"Guaranteed Obligations" means all covenants, conditions, stipulations, representations, warranties, guarantees, undertakings, assurances, agreements and other obligations of any nature (whether present or future, express or implied, actual or contingent, secured or unsecured and whether incurred along, jointly, severally, as principal, surety or otherwise) of You to or for the benefit of Us pursuant to, or contemplated by, this Agreement.

9.2 The Guarantor(s) (if any) jointly and severally unconditionally and irrevocably guarantees to Us the due and punctual payment of the Guaranteed Debt as and when it becomes due and payable under this Agreement (whether on the normal due date, on acceleration or otherwise) and the due and punctual observance, performance of and compliance with the Guaranteed Obligations. 

9.3 As a separate and additional liability under this Agreement, the Guarantor(s) (if any) jointly and severally unconditionally and irrevocably indemnifies Us against:

1. any Guaranteed Debt (or any amount which, if recoverable, would have formed part of the Guaranteed Debt) not being recoverable or recovered from the Guarantor under the guarantee given in clause 9.2; or

2. any Guaranteed Obligations being unenforceable or not being duly satisfied or performed under the guarantee given in clause 9.2.

9.4 This clause shall apply to any of the Guaranteed Debt (or any amount which, if recoverable, would have formed part of the Guaranteed Debt) which is not or may not be recoverable or recovered for any reason, and to any Guaranteed Obligations which are not or may not be enforceable for any reason (whether or not within Our knowledge), including any legal or equitable limitation, disability or incapacity of or affecting the Borrower or any other person, any transaction relating to such moneys or obligations being or becoming at any time void, voidable, defective or otherwise unenforceable and any other circumstances which allow the Borrower to avoid paying such amounts, in whole or in part.  The Guarantor(s) undertakes to pay to Us the amount or amounts certified by Us as being required to so indemnify it immediately on demand.

9.5 If, for any reason, the Borrower does not pay all or any part of the Guaranteed Debt to Us on or before the due date for payment, the Guarantor(s) shall pay the Guaranteed Debt to Us on demand (whether or not demand for payment has been made on the Borrower or any other person).

9.6 The Guarantor(s) liability to Us under this Guarantee is deemed to be the liability of a principal debtor and not merely a surety.

9.7 No Guarantor’s liability will be affected or diminished, nor will any security interest or guarantee provided by any Guarantor be released or discharged, by any act, indulgence, omission or thing which but for this clause 9.7 would have affected or diminished that Guarantor’s liability or operated to release or discharge any such security interest or guarantee, or would have otherwise provided a defence to that Guarantor (in each case, in whole or in part, and whether or not known to, or done or omitted to be done by, that Guarantor or Figured or any other person). 

9.8 This Guarantee is a continuing guarantee and indemnity and will remain in full force and effect by way of continuing security until a release of this Guarantee has been signed by Us and delivered to the Guarantor.  This Guarantee will not be considered to be wholly or partially satisfied, discharged or affected by any intermediate payment or settlement of account or other matter or thing whatsoever.

9.9 We are not obliged to sign or deliver a release of this Guarantee until it is satisfied that:

1. the whole of the Guaranteed Debt and Guaranteed Obligations has been fully paid, satisfied and performed;

2. We are not required to advance any further amount under this Agreement; and

3. no payment received or to be received by Us may be avoided, or required to be repaid by Us, whether under any law relating to insolvency or otherwise. 

9.10 This Guarantee is in addition to, independent of, and not in substitution for any other guarantee, security interest or right which We may have at any time and will not merge with or in any way be prejudiced or affected by, or prejudice or affect, any such guarantee, security interest or right.  We may exercise any of Our  rights, powers and remedies under this Guarantee and any such guarantee, security interest or right separately or concurrently.

9.11 We may at any time:

1. determine whether to enforce or refrain from enforcing this Guarantee (or any part of it) or any part of this Agreement or any other guarantee or security interest or right;

2. enforce this Guarantee (or any part of it) without first taking steps or proceedings against the Borrower or any other person; and

3. make any arrangement or compromise with the Borrower or any other person which We consider expedient.

9.12 We are not required to marshall, enforce or apply under, or appropriate, recover or exercise, any guarantee, security interest or other right held by it at any time or any moneys or property which it holds or is entitled to receive at any time before this Guarantee is enforced.

10. COSTS

10.1 You shall, on demand, pay or reimburse Us for all costs incurred by Us in connection with this Agreement, including:

1. in the negotiation, preparation, review, execution, delivery and ongoing administration of this Agreement; 
   
   
2. valuing anything that We require to be valued;
   
   
3. in connection with any amendments, consents or waivers; and
   
   
4. enforcing or protecting Our rights under this Agreement.

11. PAYMENTS

11.1 Payments.  We will debit all repayments (this includes the monthly interest charge) from your nominated account set out in the Loan Summary.

11.2 New Zealand dollars.  All payments made under or for the purposes of this Agreement must be made in New Zealand dollars.

11.3 Business Days.  Unless otherwise specified, any payment under this Agreement which is due to be made on a day that is not a Business Day shall be made on the next Business Bay in the same calendar month (if there is one) or the preceding Business Day (if there is not).

11.4 No deduction.  

1. You must make each payment to Us without any deduction or withholding for any reason (whether by set-off, counterclaim or otherwise), except to the extent required by law.  
   
   
2. If the law requires any deduction or withholding to be made, then You must increase Your payment so that, after the deduction or withholding, We receive the amount it would have been entitled to receive if no deduction or withholding had been made.
   
   
3. You will indemnify Us against any loss it suffers or cost it incurs because the deduction or withholding was not made.

12. INDEMNITIES

12.1 General indemnity:  You will indemnify Us on demand against each cost which We may sustain or incur directly or indirectly as a result of or in connection with:

1. Default:  the occurrence or continuation of any Event of Default or Potential Event of Default or investigating any event which it reasonably believes to be an Event of Default or Potential Event of Default;
   
   
2. Non-Payment:  An amount payable by You under this Agreement not being paid when due;
   
   
3. Non-Performance:  the Loan not being drawn on the requested Loan start date;
   
   
4. Communications:  Our reliance on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised including, without limitation, acting on instructions communicated electronically on behalf of You or Guarantor.

12.2 Payment under indemnity:  Upon demand by Us under clause 12.1, You will pay the amount that We certifies is required to compensate Us for our cost, including each cost incurred in re-arranging:

1. any amounts We arranged to fund a loan or other amount payable under this Agreement; 

2. any transaction We arranged in anticipation of funding a loan or other amount payable under this Agreement.

12.3 Indemnity irrevocable.  Each of the indemnities contained in this Agreement constitutes a separate and independent obligation from the other obligations in this Agreement giving rise to an independent cause of action irrespective of any time, credit or other indulgence on the part of Us or any other matter.

13. NOTICES

13.1 Communication.  Any communication in connection to this Agreement is to be via confirmed email, or Our electronic signing tool.

13.2 Receipt:  A communication under this Agreement will be taken to be effective when sent. 

13.3 Reliance:  We shall be entitled to rely on any communication made under or in connection with this Agreement which We believe to be genuine and appropriately authorised (without the need to carry out any investigation or make further enquiry) and shall not be liable to any person in any way should any such communication subsequently be proven not to have been authorised by that other person, or to have been made, given or signed by someone other than that other person or an authorised officer of that person.  You must take reasonable steps to ensure that no false or unauthorised notices are sent to Us. 

14. Electronic signing

14.1 This Agreement will be signed by each party electronically in any form that satisfies the requirements of the Contract and Commercial Law Act 2017.

15. GENERAL

15.1 Change in the law:  If We give written notice that, in Our opinion it has become illegal in a jurisdiction or contrary to any treaty or directive of any agency of state or other regulatory authority in that jurisdiction or otherwise impracticable for it to continue to make the Loan available:

1. Our obligations to make the loan available will be cancelled;
   
   
2. where the loan has been made available, You will repay all Outstanding Moneys to Us.

15.2 Certificate is conclusive:  In the absence of manifest error, a certification or determination from Figured as to an amount or fact relating to this Agreement will be conclusive evidence of such amount or fact. 

15.3 Assignment:  

1. We may transfer any of Our rights or obligations under this Agreement.  
   
   
2. You may not transfer any of Your rights or obligations under this Agreement unless We provide prior written consent.

15.4 Amendments:  

1. We can at Our sole discretion by giving notice to You amend the terms of this Agreement, if such change, in the reasonable opinion of Figured:
   1. is minor;
   2. is to correct an error;
   3. is required to comply with any law or regulatory directive;
   4. is to provide service enhancements, including for new technology and electronic capabilities; or
   5. won't negatively affect You in a material way. 
2. All other changes to this Agreement may be amended by agreement between You and Us (and the Guarantor(s) authorises the Borrower to agree on their behalf to any such changes).

15.5 Partial invalidity:  If, in any jurisdiction, a provision of this Agreement is illegal or unenforceable, this Agreement is to be interpreted, for the purposes of that jurisdiction only, as if it had never included the provision so far as the provision is illegal or unenforceable.

15.6 Survival of obligations:  Any obligation under this Agreement to pay Us any amount of money as costs, or on account of a loss that We may have suffered, will be a continuing and independent obligation that survives even if this Agreement is terminated.

15.7 Law and Jurisdiction:

1. This Agreement is governed by New Zealand law.

2. In relation to any proceedings about or in connection with this Agreement, the parties agree to submit to the non-exclusive jurisdiction of the New Zealand courts.

15.8 Certifications by person signing Agreement:  By signing this Agreement for a party, the person signing makes the relevant certifications contained in the annexure below to Us.  The certifications are about the party on whose behalf the person signing is signing this Agreement.  When the word 'transaction' is used in the annexure it means the Transaction contemplated by this Agreement. 

ANNEXURE

Certifications of a director of a company

The person signing this Agreement as a director of a company certifies to Us as follows (having made appropriate enquires):
1. Authorisations 

1.1 The person signing is a director of the company and is authorised by the company to sign on its behalf.

1.2 All consents, approvals and authorisations required by the company in connection with its entry into and performance of this Agreement and the transactions, have been obtained (on an unconditional basis) and remain in full force and effect.

1.3 The person signing and the other directors (if any) (so far as the person signing is aware, for the certification about directors other than itself) have complied with their duties in approving the company's entry into the transaction.

1.4 The person signing and the other directors (if any) (so far as the person signing is aware, for the certification about directors other than itself) have the power to enter into the transaction on behalf of the company.

2. Self Interested Directors

2. If any directors are interested (as defined in s139 of the Companies Act 1993) in the transaction, the board considers that the company is receiving (or will receive) fair value under them and all the company's entitled persons have agreed in writing to the company's entry into and performance under this Agreement and the transaction.

The board has (after taking into account all relevant factors) resolved that the company's entry into, and the performance of, this Agreement and the transaction is in the best interests of either:

3.1 the company; or

3.2 the company's holding company (pursuant to an express provision in the company's constitution).

4. Execution.  

4.1 The company has properly executed this Agreement.

5. Solvency.  

5.1 The board believes, and as far as the person signing is aware, the company is not insolvent.

6.1 All documents required by the Companies Act 1993 to be registered with the Registrar of Companies in respect of the company have been duly registered and are true and correct in all material respects.  There are no material unregistered documents which would alter the records held by the Registrar of Companies in relation to the company which have not previously been disclosed to you.  The copy of the company's constitution (if applicable) registered with the Registrar of Companies on the date of the Agreement is complete and up-to-date.

Certifications of general partner of limited partnership

1 Authorisations

1.1 The person signing is authorised by the limited partnership to sign on its behalf.

1.2 The general partner is the current and only general partner of the limited partnership.

1.3 All consents, approvals and authorisations required by law and the limited partnership agreement for the limited partnership to enter into the transaction are in effect.

1.4 The directors of the general partner have complied with their duties in approving the limited partnership's entry into the transaction and have the power to enter into the transaction on behalf of the limited partnership.

2. Best Interests

2.1 The general partner considers that this transaction is in the limited partner's best interests.

3. Execution  

3.1 The general partner has properly executed this Agreement on behalf of the limited partnership.

4. Solvency

4.1 The board of the general partners believes, and as far as the person signing is aware, neither the limited partnership nor the general partner is insolvent.

5. Corporate Documents

5.1 All documents required by the Limited Partnerships Act 2008 to be registered with the register of limited partnerships in respect of the limited partnership have been duly registered and are true and correct in all material respects. There are no material unregistered documents which would alter the records held by the register of limited partnerships in relation to the limited partnership after the date of this Agreement which have not previously been disclosed to you.

Certifications of partner of general partnership

1. Authorisations

1.1 All consents, approvals and authorisations required by law and the partnership agreement (if applicable) for the partnership to enter into the transaction are in effect.

1.2 The partners have (so far as the person signing is aware, for the certification about partners other than itself) have complied with their duties in approving the partnership's entry into the transaction.

1.3 The partners have the power to enter into the transaction on behalf of the partnership.

1.4 At the date of execution of the Agreement no partner has resigned, nor received any notice or information of the revocation by any means whatever of their appointment as partner.

1.5 This Agreement will continue to bind the partnership and its partners despite any changes that may take place in the partners (including by death, incapacity, retirement, or admission of any partners).

1.6 This Agreement will continue to bind the partnership and its partners event if the partnership no longer carries on business after the date of this Agreement.

1.7 As well as the person signing's joint liability as a partner, the person signing is individually liable for all obligations of the partnership. 

2. Best Interests

2.1 The partners consider that this transaction is in the partnership's best interests.

3. Execution.  

3.1 The current partners of the partnership have properly executed the transaction documents on behalf of the partnership.

4. Solvency.  

4.1 as far as the person is aware, neither the partnership nor any partner is insolvent. 

Certifications of trustees of a trust

1. Authorisations

1.1 The person signing is a trustee of the trust and is authorised by the trust to sign on its behalf.

1.2 The trustees signing this Agreement are all the current trustees of the trust and each has the power and authority to hold on trust the trust assets and to carry on the business of the trust.

1.3 All consents, approvals and authorisations required by law and the trust deed for the trust to enter into the transaction are in effect.

1.4 The person signing and the other trustees (if any) (so far as the person signing is aware, for the certification about trustees other than itself) have complied with their duties in approving the trust's entry into the transaction.

1.5 The person signing and the other trustees (if any) (so far as the person signing is aware, for the certification about trustees other than itself) have the power to enter into the transaction on behalf of the trust.

1.6 No trustee has resigned and no action has been taken to remove any trustees as a trustee of the trust.

2. Best Interests

2.1 The trustees consider that this transaction is in the trust's best interests.

3. Execution.  

3.1 The trustees have properly executed this Agreement on behalf of the trust.

4. Solvency.  

4.1 The trustees believe, and as far as the person signing is aware, the trust is not insolvent.