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CREDIT AGREEMENT

(Direct Personal loan – Natural Persons only)

Terms and Conditions (“Terms”)

1. What we agree to do

We agree to provide the Advance to you or to your credit with the seller or retailer of the Collateral to be applied against the purchase price of the Collateral (as applicable) on the terms and conditions below and on the front page of this Agreement

2. What you agree to do

You agree to the following

2.1 Security Interest:

You grant a security interest in our favour in the Collateral as security for the repayment of the Advance and all other moneys payable under this Agreement and the performance of all other terms contained or implied in this Agreement. In the event that the Advance is made for the purpose of enabling you to acquire rights in the Collateral, then our security interest in the Collateral is a purchase money security interest (within the meaning of the PPSA), to the extent that the Advance is applied to acquire those rights.

2.2 Pay Moneys:

To pay us at our address on the front page of this Agreement or as we otherwise direct all moneys payable under this Agreement on the days on which such payments are due.

2.3 Keep Collateral at the Premises:

To keep the Collateral at the Premises and not to move or permit the removal of the Collateral to any other premises or place without our written consent.

2.4 Not to affix the Collateral:

Not to allow the Collateral: (a) to become an Accession (as defined in the PPSA) or (b) to become attached to land or buildings in such a way as to become a fixture.

2.5 Not to Part with Possession of Collateral:

Not to part with possession of the Collateral or attempt to sell, pledge or create a security interest or permit a lien in the Collateral, or assign your rights under this Agreement. You agree to immediately notify us if the Collateral is taken out of your possession and to advise us of the location to where the Collateral has been removed.

2.6 Comply with Law:

To ensure the use and operation of the Collateral in a careful, prudent and lawful manner and comply with the provisions of all Acts of Parliament, by-laws and regulations affecting the Collateral for any legal purpose and to keep the Collateral registered and licensed if applicable.

2.7 Take Good Care of Collateral:

Keep the Collateral in good condition and protect it from loss or damage.

2.8 Service Collateral:

At your cost to have the Collateral serviced or repaired in accordance with the recommendations of the manufacturer of the Collateral by a dealer authorised by the manufacturer of the Collateral to service or repair the Collateral and to ensure the servicing and repairs are carried out in a proper and workmanlike manner.

2.9 Not to Alter Collateral:

Not to alter the Collateral without our prior approval.

2.10 Tell us if Collateral Damaged or Defective:

To notify us immediately of any loss of or of damage to the Collateral of or any defect or fault in the Collateral

2.11 Motor Vehicles:

If the Collateral includes a motor vehicle:

(a) To keep the vehicle at the Premises when not in use;

(b) To comply with all statutory requirements from time to time in force including where appropriate maintaining a current Vehicle Inspection Certificate, Vehicle Registration, Certificate of Fitness (if applicable) and a Warrant of Fitness; and

(c) To Promptly pay all traffic and parking fines, penalties, levies, fees and tax (including road user charges) imposed by any government agency in relation to the vehicle.

2.12 Insure Collateral:

To insure the Collateral as follows:

(a) throughout the term of this Agreement, for full replacement value not being less than the amount, if any, specified by us;

(b) for loss or damage by accident, fire, theft (and in the case of a motor vehicle liability to third parties for bodily injury, death or damage to property) and any other risk required by us;

(c) with an insurance company approved by us;

(d) in our joint names for our respective interests; and

(e) not to do or omit to do anything which could result in the insurance company declining any claim. You agree that any amount payable under any insurance policy will be paid to us to be applied as we think fit either in making good any damage to the Collateral or towards payment of all amounts outstanding under this Agreement whether or not the time for payment has arrived.

2.13 Permit Inspection:

To allow us to inspect the Collateral at any time between the hours of 8.00 am and 5.00 pm on any weekday and at any other time the Collateral is being used.

2.14 No Deductions:

To make all payments due under this Agreement without set-off or deduction (except as required by law).

2.15 Name Change:

Not to change your name without first notifying us in writing of the proposed name change and the new name as least 7 days before the change takes effect.

3. Breach by you:

3.1 If any of the following things happen:

(a) Do not Pay Moneys:

You or the Guarantor don’t pay any moneys payable under this Agreement on the date required for payment; or

(b) Breach of Agreement:

You or the Guarantor fail to observe or perform any of the other obligations under this Agreement and fail to remedy that breach within 14 days of receipt of a notice from us; or

(c) Breach of Other Agreement:

You or the Guarantor or the party which has granted a security interest in any property as security for the observance and performance of your obligations in any agreement with us (including this Agreement) fail to observe or perform any of the obligations under any other agreement made between you and us or between the Guarantor and us or between the party granting the security (referred to above) and us and fail to remedy that breach within 14 days of receipt of a notice from us; or

(d) Statutory Demand: A statutory demand is served on you and you don’t remedy it in the time required; or

(e) Liquidation:

A liquidator is appointed of you; or

(f) Receivership:

A Receiver of your assets is appointed; or

(g) Bankruptcy:

You commit an act of bankruptcy within the meaning given to the words “act of bankruptcy” in section 19 of the Insolvency Act 2006 or;

(h) Insurance Cancelled:

If any insurance policy in respect of the Collateral is cancelled by the insurer; or

(i) Collateral at Risk:

If we believe the Collateral is “at risk” (as construed in accordance with section 109(2) of the PPSA), then we shall have the rights and remedies in clause 3.2.

3.2 On the happening of an event in clause 3.1, we shall have the following rights and remedies:

(a) Call up Money:

All moneys owing and unpaid under this Agreement will immediately be payable if the time for payment has not arrived.

(b) Take Possession of Collateral:

We may subject to the Credit (Repossession) Act 1997 (where applicable) enter the Premises or enter any other premises where the Collateral is located as your agent for the purpose of repossessing the Collateral and take possession of the Collateral.

(c) Sell Collateral:

We may sell the Collateral or any part of it in such manner as we consider expedient. We may allow time for payment of purchase money and may buy Collateral at auction. We can rescind or vary the terms of sale and resell without being answerable for loss or expense occasioned by the resale. We may do anything necessary to give effect to any sale.

(d) Receivership:

We may appoint any person or persons to be a Receiver of all or any of the Collateral (and remove and replace any Receiver so appointed). You agree that in addition to and without affecting any other powers and authorities conferred on a Receiver ( whether under the Receiverships Act 1993 or at law or otherwise) a Receiver has the power to do all things in relation to the Collateral and your business as if the Receiver has absolute ownership of the Collateral and carried on your business for the Receiver’s own benefit.

4. Application of Proceeds:

All amounts received by us or any Receiver , whether in exercise of any power or otherwise, in relation to the Collateral will be applied in accordance with the provisions of the PPSA.

5. Some incidental provisions

5.1 Accessions:

You acknowledge that any accessions (as defined in the PPSA) or goods (including replacement parts) supplied with or for any Collateral during the term of this Agreement shall become part of the Collateral for all purposes and shall be subject to the security interest contained in the Agreement.

5.2 Collateral Securities:

This Agreement shall be collateral with all other deeds, securities, documents and agreements given to us by any person to secure the money payable under this Agreement. All such documentation shall be read and construed together so that a default under one shall constitute a default under all. With respect to any such default we may we may exercise our rights, powers and remedies under any of them in such order as we think fit.

5.3 Conflict:

In the event of conflict between the terms of this Agreement and the terms of any collateral security the terms of this Agreement will prevail.

5.4 Illegal Provisions Severed:

You agree that if any provision of this Agreement is illegal, that provision will be severed from this Agreement without affecting the remaining provisions.

5.5 Time of the Essence:

You agree that time is of the essence in respect of your obligations to us.

5.6 Rights Cumulative:

The rights provided in this Agreement and each collateral security are cumulative and not exclusive of any rights provided by law.

5.7 Reinstatement:

If any payment made under this Agreement is required to be repaid by any law, that payment will be deemed not to have affected or discharged your liability and we will to the extent permitted by law be restored to the position in which we would have been had such payment not been required to be repaid.

5.8 Attorney:

You appoint us your attorney to do anything you are required to do under this Agreement and to make any insurance claim in respect of the Collateral. You may not revoke this appointment and you agree to refund us any money spent by us in acting as you attorney or any liability incurred by us in acting as your attorney.

5.9 No Liability:

Neither we nor any Receiver appointed by us are liable, whether in contract, tort (including but not limited to negligence), or as mortgagee in possession, or otherwise to you for any loss or damage (including indirect or consequential loss, and loss of business or other profits) suffered or incurred or claimed to have been suffered or incurred by you or any other persons under or in connection with this Agreement or the use or operation of the Collateral or resulting from the exercise or purported exercise of any rights conferred on us and/or Receiver by this Agreement or any collateral security.

5.10 Indemnity:

You agree to indemnify us and any Receiver appointed by us against the following:

(a) any liability arising in connection with the possession or use or operation of the Collateral by you;

(b) any loss of, damage to or destruction of the Collateral; and

(c) any liability, loss or expense we incur as a result of your default under this Agreement or the exercise of any right power and

remedy under this Agreement.

5.11 Third Party Protection:

Our receipt or the receipt of our agent will discharge any purchaser in respect of the payment of any purchase money. No purchaser will be required to enquire as to the propriety or regularity of any sale or be affected by knowledge that such sale is improper or irregular.

5.12 Costs:

You agree to reimburse us for all costs (including legal costs on a solicitor and own client basis) incurred by us in relation to the preparation and execution of this Agreement, registering, maintaining and discharging the security interest in relation to the Collateral, repossessing the Collateral, repairing the Collateral and enforcing this Agreement including such amount as we may reasonably determine is necessary to compensate us for any administrative action taken by our personnel in connection with this Agreement.

5.13 Performance by Us:

If you fail to observe or perform any obligation on your part contained or implied in this Agreement or if we consider it necessary or desirable to pay any moneys or incur any expenses in order to protect our interest under this Agreement, then we may perform such obligations, pay such money, or incur such expenses and any moneys so paid or expenses so incurred will be payable by you to us.

5.14 No Waiver:

We will not be prevented from enforcing any of our rights under this Agreement because on an earlier occasion we did not enforce those rights.

5.15 Notices:

All notices to be given pursuant to this Agreement shall be given in accordance with sections 185 to 189 of the PPSA which includes notice by facsimile, electronic mail or other similar means of communication, [or by SMS].

5.16 Personal Information and AML/CFT Act and Privacy Act:

You agree and warrant with us as follows:

(a) That, in entering into this Agreement as the debtor with us as the creditor, you are doing so in your personal capacity and that you are not acting on behalf of any other person or entity and that you are the sole person with all legal and beneficial rights and interests in the Advance;

(b) That you will provide us with all personal information about you and satisfactory evidence of your identity, and all information relating to the nature and purpose of your contractual relationship with us and your financial position and your operation (including the purpose for which the Advance is required and the source of your means of repayment and the source of your wealth) (“Information”), as requested by us now and at any time in the future for all purposes in connection with this Agreement and in connection with our obligations as a “reporting entity” under the AML/CFT Act and under the AML/CFT Regulations;

(c) That you will immediately give notice to us in the event that there is a change in any of the Information that you have provided to us under clause 5.16(b);

(d) That you shall procure that the Guarantor(s) provide to us all of the same information that you are required to provide to us pursuant to clause 5.16(b) of this Agreement, as requested by us now or at any time during the term of this Agreement (“Guarantor’s Information”);

(e) That the Information you have provided and will provide and the Guarantor’s Information that the Guarantor has and will provide is and will be true, correct and complete in all respects and that you will fully and effectually indemnify us for all liabilities, damages, losses, costs and expenses that we may suffer and incur as a direct or indirect result of our reliance on the accuracy and completeness of the Information and/or the Guarantor’s Information and/or on your other warranties and agreements contained in this clause 5.16;

(f) You authorise us to request information about you from other people now and in the future for all purposes in connection with this Agreement and in connection with our obligations as a “reporting entity” under the AML/CFT Act and under the AML/CFT Regulations (which information shall also be included in the definition of “Information” for the purposes of the remainder of this clause 5.16);

(g) That we may collect, hold, monitor and use all Information received for all purposes in connection with this Agreement, including administrative , credit assessment and marketing purposes and for the administration and protection of the Advance, and in connection with our obligations as a “reporting entity” under the AML/CFT Act and under the AML/CFT Regulations;

(h) That we may disclose all or any Information collected by us under this clause to any potential assignee of this Agreement or any other person providing us with services in connection with this Agreement;

(i) That we may disclose the Information to credit reporters and that these credit reporters may hold the Information on their systems and disclose it to any authorised user of the credit reporter’s services;

(j) That we may disclose to any credit provider named in a credit report relating to your information about your credit worthiness and credit history;

(k) That we may utilise any credit reporter’s monitoring services to receive updates if the information held about you changes and may disclose repayment history, details relating to your account, and any payment default information to credit reporters which may hold information on their system and disclose it to authorised users of the credit reporters services;

(l) That we may disclose the Information to fraud reporting agencies, to our supervisor (pursuant to our obligations as a “reporting entity” under the AML/CFT Act and the AML/CFT Regulations) and to any person we may appoint to assist in the enforcement of this Agreement;

(m) That we may use all Information held about you to offer you further finance , to consider any future applications for finance from you and to provide you from time to time with details of other products and services;

(n) Without limiting clause 5.15 and for the avoidance of doubt, that we may communicate with you by email and/or SMS for the purposes of this clause; and

(o) That the Information is held at our offices where the Information may be readily retrieved and that you shall have access to it and the right (pursuant to the Privacy Act 1996) to request correction of it.

5.17 Time for Payment:

Unless any provision of this Agreement stipulates otherwise, all money payable by you under this Agreement must be paid on demand.

5.18 Governing Law:

This Agreement shall be governed by New Zealand law.

5.19 Personal Property Securities Act 1999

You acknowledge and agree that:

(a) this Agreement is a security agreement within the meaning of the PPSA;

(b) this Agreement creates a security interest in the Collateral as security for your obligations to us under this Agreement and under any other agreement made between us and you (previously and in the future) and also as security for the obligations of the Guarantor to us under this Agreement and under any other agreement made between us and the Guarantor (previously and in the future) and, in the event that the Advance is made for the purpose of enabling you to acquire rights in the Collateral, then the security interest in the Collateral is a purchase money security interest (within the meaning of the PPSA) in relation to the obligations and payments due under this Agreement, to the extent that the Advance is applied to acquire those rights; and

(c) this security interest is registrable on the Personal Property Securities Register;

(d) you must sign and deliver any documents and do anything else that we require to ensure that we have a perfected first ranking security interest (or purchase money security interest, if applicable) in the Collateral under the PPSA;

(e) you waive any right to receive a copy of a verification statement under the PPSA and agree, to the extent permitted by law that:

(i) where we have rights in addition to, or existing separately from those in Part 9 of the PPSA, those rights will continue to apply and in particular, will not be limited by section 109 of the PPSA;

(ii) sections 114(1)(a), 133 and 134 of the PPSA will not apply: and

(iii) you will have none of the rights referred to in sections 116, 120(2), 125, 126, 127, 129, 131 of the PPSA and you waive your rights to object under section 121 and to redeem under section 132.

5.20 Commission: You acknowledge that:

(a) we may receive a commission for the introduction of any insurance business financed by this Agreement;

(b) we may pay a commission to the vendor of any collateral for the introduction of lending business; and

(c ) we may pay a commission to any introducer for the introduction of lending business evidenced by this Agreement. You shall have no entitlement or interest in any commission received or paid by us as a consequence of this Agreement.

5.21 GST: You covenant with us that the Collateral is for private or domestic use and will not be used in the course or furtherance of any taxable activity and that any supply of the Collateral, if sold by you, would not be a taxable supply and you acknowledge that we may rely on this covenant for the purposes of section 5(2) of the GST Act.

6. Assignment by Us

We are entitled to assign our rights under this Agreement to another person either by way of sale or by way of security.

7. Set-off

7.1 Set-off:

The Creditor may set off any moneys owed to the Debtor, [or to the party granting the security (if different)], by the Creditor or property claimed by the Debtor [or the party granting the security (if different)] from the Creditor, against any of the Secured Moneys

7.2 Application of moneys:

The Creditor may appropriate any sum paid by or otherwise credited to the Debtor [or the party granting the security (if different)] in or towards any other obligation of the Debtor or Guarantor as the Creditor may in the Creditor’s absolute discretion determine.

7.3 Set off and application of moneys not affected:

This clause 7 will apply whether or not the Debtor or the party granting the security (if different) is bankrupt, in receivership or liquidation.

8. How to interpret this Agreement

8.1 Words in Capitals:

Any terms used in this Agreement beginning with a capital letter has the meaning entered beside that term on the front page of this Agreement.

8.2 You, We and Us:

References to “you” are references to the person described as the Debtor on the front page of this Agreement and in case of clauses 3.1(g), 5.13 and 5.16 is also reference to the Guarantor and reference to “we” and “us” are references to Yes Finance Limited.

8.3 Other Terms:

The following terms have the following meanings where used in this Agreement:

“Advance” means the total amount of credit specified on the front page of this Agreement;

“AML/CFT Act” means the Anti Money Laundering and Countering of Terrorism Act 2009;

“AML/CFT Regulations” means all of the regulations made under the Anti Money Laundering and Countering of Terrorism Act 2009;

“Collateral” means the property described on the front page of this Agreement and includes any property substituted for that property;

“GST” means goods and services tax pursuant to the Goods and Services Tax Act 1985;

“GST Act” means the Goods and Services Tax Act 1985;

“Guarantor’s Information” has the meaning in clause 5.16(d) of this Agreement

“Information” has the meaning in clause 5.16(b) of this Agreement;

“Premises” means the address of the first Debtor listed in this Agreement, as shown on the front page of this Agreement;

“PPSA” means the Personal Property Securities Act 1999;

“Receiver” includes a receiver and manager;

8.4 Headings:

Headings are for guidance only and do not affect the interpretation of this Agreement.

8.5 Plural and Singular:

References to the plural number include the singular and vice versa.

8.6 Successors:

References to a person include (as applicable) that person successors, executors and permitted assigns.

8.7 Joint and Several:

If more than one person executes this Agreement as Debtor, references to the Debtor in this Agreement shall include each such person and any two or more of them and shall bind each such person under this Agreement

joint and severally.

9. The terms of the guarantee:

In consideration of Yes Finance Limited at the Guarantor’s request agreeing to execute this Agreement, the Guarantor:

9.1 Guarantee:

guarantees Yes Finance Limited the due and punctual payment by the Debtor of all moneys payable by the Debtor under this Agreement and the due and punctual performance of all obligations imposed upon or assumed by the Debtor in favour of Yes Finance Limited in terms of this Agreement.

9.2 Indemnity:

as a separate and additional obligation, covenants with Yes Finance Limited that it will indemnify Yes Finance Limited from and against any liability loss or damage that Yes Finance Limited may incur by reason of any breach by the Debtor of the Debtor’s Obligations under this Agreement or by reason of this Agreement being or becoming void or unenforceable.

9.3 Nature of Liability: agrees that:

(a) if more than one person is named in this Agreement as Guarantor their liability is joint and several;

(b) this guarantee is a continuing guarantee and remains in full force and effect and is not discharged by any payment or anything else until Yes Finance Limited has signed and delivered a release;

(c) the Guarantor’s obligations under this guarantee are principal obligations and may be enforced against the Guarantor without Yes Finance Limited being required to first exhaust any remedy against the Debtor or to enforce any security Yes Finance Limited may hold;

(d) the Guarantor’s obligations are absolute and that no waiver, granting of time or other indulgence, variation or modification of the Debtor’s obligations under this Agreement or the doing or omission to do anything which would release a person liable as surety only will release the Guarantor from liability under this guarantee; and

(e) until all moneys payable by the Debtor under this Agreement have been paid in full, the Guarantor may not exercise any rights as surety in competition with Yes Finance Limited.

9.4 Agreement to Mortgage:

Mortgages all of its present and future right, title and interest in land to Yes Finance Limited as security for payment of all moneys payable by the Debtor under this Agreement.

9.5 Further Assurances:

agrees to execute in favour of Yes Finance Limited upon request by Yes Finance Limited a registrable mortgage in such form as Yes Finance Limited may require over any land or interest in land which the Guarantor may presently hold or subsequently acquire as security for payment of all moneys payable under this Agreement.

9.6 Power of Attorney:

irrevocably appoints Yes Finance Limited and every officer of Yes Finance Limited severally to be the attorney of the Guarantor at the risk and cost of the Guarantor to execute any mortgage which the Guarantor has promised to execute pursuant to clause 9.5 and to do everything necessary to procure registration of such mortgages.

9.7 Personal Information and AML/CFT Act and Privacy Act:

agrees and warrants with Yes Finance Limited that:

(a) the Guarantor enters into this Agreement as guarantor with Yes Finance Limited as the creditor in their personal capacity and that the Guarantor is not acting on behalf of any other person or entity in doing so; and

(b) all of the agreements and warranties given by the Debtor to Yes Finance Limited in clauses 5.16(b), (c) and (e) – (o) of this Agreement are also agreed and warranted by the Guarantor to Yes Finance Limited, as if those clauses were set out in full in this Agreement with the Guarantor named in the place of the Debtor.

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