Common use of Creditor Clause in Contracts

Creditor. (a) Subject to clauses 1.3(b), (c) and (d), in this Deed a “Creditor” is a Person to whom the Principal Debtor has an obligation to pay money (whether present or future) under a Debt Security. For the avoidance of doubt, the Principal Debtor shall be regarded as having such an obligation to a Person if, under the terms of a Debt Security, that obligation is owed: (i) directly to that Person; or (ii) to the trustee under the trust deed under which that Debt Security is constituted, if that Person holds that Debt Security. (b) Subject to clauses 1.3(c) and (d), a Person to whom the Principal Xxxxxx has an obligation to pay money (whether present or future) under a Debt Security is not a Creditor: (i) if that Person is: (A) a Related Party of the Principal Debtor; (B) controlled by a Related Party of the Principal Debtor; (C) a Financial Institution; (D) where the Principal Debtor is a Person incorporated or established overseas, neither a New Zealand Citizen nor a New Zealand Resident; or (E) a Person acting (directly or indirectly) as a nominee of or trustee for a Person referred to in (i)(A), (B) , (C) or (D) above; (ii) if: (A) that Person consists of two or more Persons who jointly hold that Debt Security; and (B) one or more of those Persons would not be a Creditor if the Principal Debtor had a direct obligation to pay money (whether present or future) to that Person individually under that Debt Security. (c) A Person to whom the Principal Xxxxxx has an obligation to pay money (whether present or future) under a Debt Security is not excluded by clause 1.3(b) from being a Creditor to the extent that that Person is: (i) a Nominated Beneficiary that is deemed to be a Creditor under clause 2.7; (ii) a bare trustee for another Person if that other Person would be a “Creditor” if the Principal Xxxxxx had a direct obligation to pay money (whether present or future) to that Person under a Debt Security; (iii) acting as trustee/s or nominee/s for any one or more Persons (each a “Beneficiary”) if that Person (i.e. the Person acting as trustee/s or nominee/s) is not excluded by clause 1.3(b)(i)(A), (B) or (C) from being a Creditor and the Crown (in its sole and unfettered discretion), having regard to (among other things): (A) the identity and nature of the Beneficiaries (where known); (B) how many of the Beneficiaries (where known) would be Creditors if the Principal Debtor had a direct obligation to pay money (whether present or future) to each of them under that Debt Security, gives notice in writing to that Person (i.e. that Person acting as trustee/s or nominee/s) (which may be by way of public notice and may or may not be subject to such conditions (if any) as the Crown may specify) that that Person (acting in that capacity of trustee/s or nominee/s) is a Creditor; (iv) a Specified Creditor deemed to be a Creditor under clause 2.5. (d) A Person (“Joint Holder”) consisting of two or more Persons who jointly hold a Debt Security under which the Principal Debtor has an obligation to pay money (whether present or future) to that Joint Holder is not excluded by clause 1.3(b) from being a Creditor if: (i) none of those Persons are excluded by clause 1.3(b)(i)(A), (B), (C) or (E) from being a Creditor; (ii) at least one of those Persons would be a Creditor if the Principal Debtor had a direct obligation to pay money (whether present or future) to that Person individually (rather than jointly) under that Debt Security; (iii) the Joint Holder would not be excluded by clause 1.3(b)(i)(A), (B), (C) or

Creditor. (a) Subject to clauses 1.3(b), (c) and (d), in this Deed a “Creditor” is a Person to whom the Principal Debtor has an obligation to pay money (whether present or future) under a Debt Security. For the avoidance of doubt, the Principal Debtor shall be regarded as having such an obligation to a Person if, under the terms of a Debt Security, that obligation is owed: (i) directly to that Person; or (ii) to the trustee under the trust deed under which that Debt Security is constituted, if that Person holds that Debt Security. (b) Subject to clauses 1.3(c) and (d), a Person to whom the Principal Xxxxxx has an obligation to pay money (whether present or future) under a Debt Security is not a Creditor: (i) if that Person is: (A) a Related Party of the Principal Debtor; (B) controlled by a Related Party of the Principal Debtor; (C) a Financial Institution; (D) where the Principal Debtor is a Person incorporated or established overseas, neither a New Zealand Citizen nor a New Zealand Resident; or (E) a Person acting (directly or indirectly) as a nominee of or trustee for a Person referred to in (i)(A), (B) ), (C) or (D) above; (ii) if: (A) that Person consists of two or more Persons who jointly hold that Debt Security; and (B) one or more of those Persons would not be a Creditor if the Principal Debtor had a direct obligation to pay money (whether present or future) to that Person individually under that Debt Security. (c) A Person to whom the Principal Xxxxxx has an obligation to pay money (whether present or future) under a Debt Security is not excluded by clause 1.3(b) from being a Creditor to the extent that that Person is: (i) a Nominated Beneficiary that is deemed to be a Creditor under clause 2.72.5; (ii) a bare trustee for another Person if that other Person would be a “Creditor” if the Principal Xxxxxx had a direct obligation to pay money (whether present or future) to that Person under a Debt Security; (iii) acting as trustee/s or nominee/s for any one or more Persons (each a “Beneficiary”) if that Person (i.e. the Person acting as trustee/s or nominee/s) is not excluded by clause 1.3(b)(i)(A), (B) or (C) from being a Creditor and the Crown (in its sole and unfettered discretion), having regard to (among other things): (A) the identity and nature of the Beneficiaries (where known); (B) how many of the Beneficiaries (where known) would be Creditors if the Principal Debtor had a direct obligation to pay money (whether present or future) to each of them under that Debt Security, gives notice in writing to that Person (i.e. that Person acting as trustee/s or nominee/snominees) (which may be by way of public notice and may or may not be subject to such conditions (if any) as the Crown may specify) that that Person (acting in that capacity of trustee/s or nominee/s) is a Creditor; (iv) a Specified Creditor deemed to be a Creditor under clause 2.5. (d) A Person (“Joint Holder”) consisting of two or more Persons who jointly hold a Debt Security under which the Principal Debtor has an obligation to pay money (whether present or future) to that Joint Holder is not excluded by clause 1.3(b) from being a Creditor if: (i) none of those Persons are excluded by clause 1.3(b)(i)(A), (B), (C) or (E) from being a Creditor; (ii) at least one of those Persons would be a Creditor if the Principal Debtor had a direct obligation to pay money (whether present or future) to that Person individually (rather than jointly) under that Debt Security; (iii) the Joint Holder would not be excluded by clause 1.3(b)(i)(A), (B), (C) or