exv4w68

EXHIBIT 4.68

REYNOLDS GROUP HOLDINGS LIMITED
Chargor

THE BANK OF NEW YORK MELLON
Collateral Agent

SPECIFIC SECURITY DEED

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

RUSSELL M^CVEAGH

DEED dated 5 November 2009

PARTIES

REYNOLDS GROUP HOLDINGS LIMITED, incorporated under the laws of New Zealand and having its registered office at C/- Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland (“Chargor”)

THE BANK OF NEW YORK MELLON, 101 Barclay Street, 4E, New York, N.Y. 10286 as Collateral Agent (defined below)

INTERPRETATION

1.1		Definitions in First Lien Intercreditor Agreement: Words and expressions defined in the First Lien Intercreditor Agreement and used in this deed shall, unless otherwise defined herein or the context otherwise requires, have the meanings given to them in the First Lien Intercreditor Agreement.

1.2		Definitions: In this deed, unless the context otherwise requires:

		“Agreed Security Principles” has the meaning it is given in the Credit Agreement and the Senior Secured Note Indenture and to the extent of any inconsistency the meaning it is given in the Credit Agreement shall prevail.

		“Charged Securities” means all Securities in the Company held by the Chargor from time to time, and a reference to Charged Securities includes any of them.

		“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent under the First Lien Intercreditor Agreement, and includes its successors and assigns in such capacity.

		“Companies Act” means the Companies Act 1993.

		“Company” means Beverage Packaging Holdings (Luxembourg) I S.A. and its successors and assigns.

		“Credit Agreement” means the Credit Agreement dated on or about the date of this deed, among Reynolds Consumer Products Holdings Inc., Reynolds Group Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse, as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

		“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Collateral Agent.

		“Distribution” has the meaning given to it in section 2 of the Companies Act (and on the basis that references in that definition to “company” shall be deemed to include a body corporate incorporated or formed outside New Zealand).

		“Enforcement Event” means any “Event of Default” under, and as defined in, the First Lien Intercreditor Agreement.

		“Existing Intercreditor Agreement” means the Intercreditor Agreement dated 11 May 2007, as amended by a letter as of 21 June 2007 and a further letter dated as of

		29 June 2007, among Reynolds Holdings Limited (formerly known as Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A. (formerly known as Rank Holdings I S.A), the senior lenders party thereto, the senior issuing banks party thereto, the subordinated bridging lenders party thereto and Credit Suisse, as security agent, subordinated bridging agent and security trustee.

		“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated on or about the date of this deed, among the Collateral Agent, The Bank of New York Mellon, as trustee under the Senior Secured Note Indenture, Credit Suisse, as administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time.

		“Intercreditor Arrangements” means the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case, as amended, novated, supplemented, restated, replaced or modified from time to time.

		“Issuers” means the “Issuers” under, and as defined in, the Senior Secured Note Indenture, including their successors in interest.

		“Lien” has the meaning it is given in the First Lien Intercreditor Agreement.

		“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

		“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

		“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group Holdings Limited).

		“PPSA” means the Personal Property Securities Act 1999.

		“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture, the Intercreditor Arrangements and any Additional Agreement.

		“Receiver” means a receiver, or receiver and manager, appointed by the Collateral Agent under the New Zealand law general security deed dated on or about the date of this deed between the Chargor and the Collateral Agent.

		“Rights” means:

	(a)		Distributions;

	(b)		bonus shares, debentures or other securities;

	(c)		options or rights to take up shares, debentures, options or other securities; and

	(d)		other rights, money or securities of any nature.

“Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

		“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

		“Secured Property” has the meaning given to that term in clause 2.1, and a reference to Secured Property includes any of it.

		“Securities” means shares, stock units or membership interests in the capital of a person including all shares, debentures, options and other securities arising under an entitlement to, or exercise of, any Right.

		“Senior Secured Note Indenture” means the Indenture dated on or about the date of this deed, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

		“Transfer” means, with respect to the Charged Securities or Rights, a transfer thereof duly signed by the Chargor or, in the case of any Charged Securities or Rights legally held by some other person but beneficially owned by the Chargor, duly signed by that other person, with the name of the transferee, date and consideration left blank, but otherwise, if appropriate, in proper form for registration by the Company.

1.3		References: Except to the extent that the context otherwise requires, any reference in this deed to:

		“disposal” includes any sale, assignment, exchange, transfer, concession, loan, lease, surrender, licence, reservation, waiver, compromise, release, dealing or parting with possession, or the granting of any option, security, right or interest whatever, or any agreement for any of the same, and “dispose” means to make a disposal, and “acquisition” and “acquire” shall be construed accordingly.

		a “government agency” includes any government or any governmental, semi-governmental or judicial entity or authority.

		a “law” includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, by-law, statute, treaty or other legislative measure.

		a “person” includes an individual, firm, company, corporation, unincorporated body of persons, organisation or trust, and any government agency, in each case whether or not having separate legal personality.

		a “share” includes a share in any company, whether incorporated in New Zealand or elsewhere.

		“written” and “in writing” include all means of reproducing words in a tangible and permanently visible form.

1.4

PPSA references: The expressions “account receivable” “financing statement”, “financing change statement”, “security interest” and “verification statement” have the respective meanings given to them under, or in the context of, the PPSA.

1.5

Miscellaneous:

(a)

Headings are inserted for convenience only and do not affect interpretation of this deed.

	(b)		Unless the context otherwise requires, the singular includes the plural and vice versa and words denoting individuals include other persons and vice versa.

	(c)		A reference to any legislation includes any statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.

	(d)		Except where inconsistent with the context, the expression “at any time” also means from time to time.

	(e)		A reference to any document includes reference to that document as amended, extended, restructured, renewed, restated, refunded, modified, novated, supplemented, varied or replaced from time to time.

	(f)		Reference to a party to any Loan Document or any other document includes its successors and permitted assigns.

	(g)		Unless otherwise stated, reference to a clause, section or schedule is a reference to a clause or section of, or schedule to, this deed.

1.6

Capacity: The Collateral Agent enters into this deed in its capacity as collateral agent for the Secured Parties.

SECURITY

2.1

Charging clause: As security for the payment or delivery, performance and observation of the Secured Liabilities, the Chargor grants to the Collateral Agent a security interest in its right, title and interest in:

	(a)		the Charged Securities;

	(b)		the Rights attributable to, or arising from, any Charged Securities;

	(c)		all proceeds of any Charged Securities or Rights; and

	(d)		all documents of title relating to any Charged Securities or Rights,

and all the Chargor’s present and future rights in relation to those Charged Securities, Rights, proceeds and documents of title (“Secured Property”). So far as it concerns each security interest over or in respect of any present or future account receivable and present and future rights in relation to any account receivable, the security interest granted shall take effect as a transfer (as “transfer” is used in the context of and for the purposes of the PPSA).

2.2

Notice to Company: The Collateral Agent may at any time and shall if so instructed by the Applicable Representative give notice to the Company of the Security created by this deed.

2.3

Collateral Agent may register: If an Enforcement Event has occurred and is continuing, the Collateral Agent may and shall if so instructed by the Applicable Representative and without prejudice to any of its other rights, powers or remedies, cause itself or a nominee (provided such nominee is appointed with reasonable care and diligence) to be registered as the holder of the Charged Securities, or as the person entitled to any Rights, in order to hold those Charged Securities or Rights as mortgagee in terms of this deed, and for that purpose may complete and present any Transfer to the Company for registration.

2.4

Continuing security: This deed is a continuing security and shall operate irrespective of any intervening payment, settlement of account or other matter or thing whatever, until a final release has been signed by the Collateral Agent and delivered to the Chargor in accordance with section 16.

2.5

Other securities:

	(a)		This deed is collateral to each other Lien (whenever executed or given) which is at any time held by a Secured Party in respect of the Secured Liabilities.

	(b)		The Collateral Agent or any other Secured Party may exercise any of its rights, powers and remedies under this deed or any such other Lien separately or concurrently.

	(c)		Nothing in this deed shall discharge, abate or prejudice any other Lien at any time held by any person.

2.6

Further assurance: Subject to the Agreed Security Principles, the Chargor shall deliver to the Collateral Agent any transfer, assignment, instrument, or other deed or document, and shall do any other thing which the Collateral Agent reasonably requires to enable it to:

	(a)		ensure the Secured Property is subject to an effective security; or

	(b)		perfect the Chargor’s title to the Secured Property; or

	(c)		perfect the security interest intended to be created by this deed including, without limitation, in accordance with the provisions of the PPSA; or

	(d)		more satisfactorily secure to the Collateral Agent the Secured Liabilities, including the granting of fixed or specific security; or

	(e)		if an Enforcement Event has occurred and is continuing, transfer to, or vest in, the Collateral Agent (or any purchaser from the Collateral Agent), the Secured Property; or

	(f)		if an Enforcement Event has occurred and is continuing, facilitate the realisation of any of the Secured Property; or

	(g)		exercise all or any of the rights, powers and remedies conferred on the Collateral Agent by this deed or by law; or

	(h)		secure to the Collateral Agent the full benefit of the provisions of this deed,

subject always to clause 2.3.

2.7

Completion of documents: Subject to clause 2.3, if an Enforcement Event has occurred and is continuing, the Collateral Agent may and shall if so instructed by the Applicable Representative fill in any blanks in any Transfer and may complete in favour of the Collateral Agent, or any person purchasing under the powers given by this deed or by law, any Transfer or any other document signed by or on behalf of the Chargor.

SHAREHOLDER RIGHTS AND OBLIGATIONS

3.1

Liability for calls etc: If any call or other amount (a “call”) becomes payable in respect of any Charged Securities:

	(a)		while the Chargor is the holder of those shares, the Chargor shall pay that call or other amount to the Company on or before the due date for payment and promptly confirm to the Collateral Agent that such payment has been made; and

	(b)		while the Collateral Agent or its nominee is the holder of those shares, the Chargor shall, upon demand by the Collateral Agent, pay an amount equal to that call to the Collateral Agent or, if so agreed with, or required by, the Collateral Agent, to the Company and, if paid to the Collateral Agent, the Collateral Agent shall pay the call to the Company.

3.2		Voting rights: Unless an Enforcement Event has occurred and is continuing, the Chargor shall be entitled to exercise all voting rights in respect of the Charged Securities provided that the Chargor shall not at any time exercise, or refrain from exercising, such rights in a manner which would affect adversely the validity and enforceability of the security created by this deed.

3.3		Distributions before enforcement: Unless an Enforcement Event has occurred and is continuing, the Chargor shall be entitled to receive and retain all Distributions in respect of the Charged Securities that the Company is permitted to make under the Principal Finance Documents.

3.4		Distributions after enforcement: If an Enforcement Event has occurred and is continuing, all Distributions received by the Collateral Agent in respect of the Charged Securities shall be applied by the Collateral Agent in or towards payment of the Secured Liabilities in accordance with clause 9, and if any such Distribution is received by the Chargor, the Chargor shall promptly pay or transfer it to the Collateral Agent.

3.5		Exercise of Rights:

	(a)		If any Rights to acquire shares, debentures, options or other securities (an “entitlement”) become exercisable at any time while the Chargor is the holder of any Charged Securities, it shall promptly provide full details of that entitlement to the Collateral Agent and advise the Collateral Agent whether or not it intends to exercise all or any part of that entitlement.

	(b)		If, in the opinion of the Collateral Agent, it is reasonably necessary, in order to avoid any prejudice to the Lien created by this deed or to the interests of the Secured Parties hereunder, that all or any part of any entitlement be taken up, the Collateral Agent may require the Chargor to exercise, or, if the Collateral Agent or its nominee is the holder of the relevant Charged Securities, may itself exercise, at the Chargor’s expense, that entitlement, or the relevant part thereof, as the case may be, provided that the Collateral Agent shall not be obliged to require the Chargor to exercise, or be obliged itself to exercise, such entitlement unless and until the Collateral Agent has been indemnified and/or secured and/or prefunded to its satisfaction.

	(c)		If the Chargor wishes any entitlement to be exercised, the Chargor shall pay to the Company or the Collateral Agent, as the case may require, such amount, and shall do all such other things, as are necessary to exercise that entitlement or part thereof, as the context requires, and if payment is made to the Company the Chargor shall promptly confirm to the Collateral Agent that such payment has been made.

UNDERTAKINGS

4.1

Positive undertakings: The Chargor shall:

	(a)		Notices: promptly upon receipt, deliver to the Collateral Agent a copy of any notice of meeting or other notice sent to shareholder(s) of the Company, and a copy of any resolution passed by the shareholders of the Company, if, in each case, such a notice or resolution would materially and adversely affect the interests of the Secured Parties hereunder;

	(b)		Documents of title and transfer: promptly deposit with the Collateral Agent:

	(i)		all certificates or documents of title (if any) to the Charged Securities and any Rights or, if required by the Collateral Agent, other relevant documents if such Charged Securities are uncertificated;

	(ii)		if required by the Collateral Agent, a Transfer (or such number of separate Transfers as the Collateral Agent may reasonably require) in respect of the Charged Securities and any Rights; and

	(iii)		any certificates or documents of title issued by the Company in substitution for, or replacement of, any of the certificates or documents of title referred to in clause 4.1(b)(i); and

(c)

Registration of Transfers: if an Enforcement Event has occurred and is continuing, upon presentation to the Company for registration of a Transfer in accordance with the provisions of this deed, take all steps available to the Chargor to procure registration of that Transfer by the Company.

4.2

Negative covenants:

	(a)		Except to the extent permitted by the Principal Finance Documents, the Chargor shall not exercise rights to redeem or accept an offer to buy back any Charged Securities without the Collateral Agent’s consent.

	(b)		The Chargor shall not change its name without first notifying the Collateral Agent of the new name not less than 7 business days before the change takes effect.

REPRESENTATIONS AND WARRANTIES

5.1

Representations and warranties: The Chargor represents and warrants that:

	(a)		Charged Securities paid up: except as disclosed in schedule 3.08 of the Credit Agreement, the Charged Securities are fully paid up;

	(b)		No certificates: unless certificates are issued for the Charged Securities (in which case clause 4.1(b)(i) shall have been complied with), the Charged Securities are uncertificated;

	(c)		No lien: there is no money owing on or in respect of the Charged Securities by it to the Company in respect of which the Company is entitled to a lien on any of the Charged Securities; and

	(d)		Charged Securities properly issued: the Charged Securities have been properly and validly issued in accordance with the laws under which the Company was incorporated and the constitutional documents of the Company.

5.2

Repetition: The representations and warranties contained in clause 5.1 shall be deemed to be repeated by the Chargor as true and correct in all material respects on and as of the date of a Credit Event (as defined in the Credit Agreement) with the same effect as though made on and as of such date.

ENFORCEMENT EVENTS

6.1

When security enforceable: The Lien created by this deed shall become enforceable if an Enforcement Event has occurred and is continuing.

COLLATERAL AGENT MAY REMEDY BREACH

7.1

Right to remedy breach: If the Chargor fails to comply with any of its obligations under this deed, the Collateral Agent may and shall if so instructed by the Applicable Representative, after giving 14 days’ notice to the Chargor, (without prejudice to the Collateral Agent’s other rights, powers and remedies) pay all amounts and do all such other things as it deems necessary or desirable to remedy any such default or otherwise protect the Lien created by this deed, provided that the Collateral Agent is indemnified and/or secured and/or prefunded to its satisfaction.

ENFORCEMENT BY COLLATERAL AGENT

8.1

If an Enforcement Event has occurred and is continuing the Collateral Agent may and shall if so instructed by the Applicable Representative (in either case without it being necessary to give any prior notice to the Chargor, and without prejudice to any other rights, powers or remedies it may have under this deed or by law):

	(a)		declare the Secured Liabilities to be due and payable, whereupon they shall become due and payable;

	(b)		take possession of the Secured Property; and

	(c)		sell or dispose of the Secured Property in such manner and on such terms as the Collateral Agent thinks fit, with power to buy in, or rescind or vary any contract for sale or re-sell without being responsible for any loss occasioned and to transfer the Secured Property free from adverse interests.

APPLICATION OF PROCEEDS

9.1

Application of proceeds: Except to the extent otherwise required by law, all amounts received by the Collateral Agent under this deed shall be applied in accordance with the provisions of the First Lien Intercreditor Agreement.

10.

PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT

10.1

Purchaser or other person: No purchaser or other person dealing with the Collateral Agent, or with any agent or attorney of the Collateral Agent, shall be concerned:

(a)

to enquire:

(i)

whether the Lien created by this deed has become enforceable;

	(ii)		whether the powers which the Collateral Agent, agent or attorney, as the case may be, is exercising or is purporting to exercise have become exercisable;

	(iii)		as to the necessity for, or the expediency of, the stipulations or conditions subject to which any sale or disposal is made or given; or

	(iv)		otherwise as to the propriety or regularity of any sale, disposal, calling in, collection or conversion of any money or assets; or

(b)

to see to the application of any amount paid to the Collateral Agent, agent or attorney, as the case may be.

10.2

Damages the only remedy: The remedy of the Chargor in respect of any actionable impropriety or irregularity in the exercise, or purported exercise, of any rights, powers or remedies by the Collateral Agent, agent or attorney, as the case may be, shall be in damages only. This clause shall not affect the right of the Chargor to take any action to the extent that that action is permitted by the Principal Finance Documents.

11.

PROTECTION OF COLLATERAL AGENT AND OTHER PERSONS

11.1

Proceeds of sale: If the Collateral Agent sells any Secured Property pursuant to this deed or otherwise, the Collateral Agent shall be accountable only for any purchase money which it actually receives.

11.2

Entry into possession: If the Collateral Agent enters into possession of any Secured Property:

	(a)		it shall not be liable to account as mortgagee in possession in respect of that Secured Property or for any loss which a mortgagee in possession might be held liable; and

	(b)		the Collateral Agent may at any time give up possession of any Secured Property.

11.3

No liability: Except to the extent provided in the Principal Finance Documents, none of the Collateral Agent, its nominee(s) or a Delegate shall be liable by reason of (a) any action taken or omitted to be taken by it as permitted by this deed or (b) any neglect or default in connection with the Secured Property or (c) the taking of possession or realisation of all or any part of the Secured Property.

11.4

Recovery of costs: Except to the extent provided in the Principal Finance Documents, on enforcement (whether successful or not) of this deed, the Collateral Agent shall be entitled to deduct from the proceeds of the Secured Property its costs, charges and expenses incurred in connection with such enforcement.

12.

ATTORNEY

12.1

Appointment: The Chargor irrevocably appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a)

carrying out any obligation imposed on the Chargor by this deed or any other agreement or by law binding on the Chargor to which the Collateral Agent is a

party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Secured Property); and

(b)

enabling the Collateral Agent to:

	(i)		receive any Distributions paid or made in respect of the Charged Securities;

	(ii)		sign any Transfer, and to transfer, any Secured Property to any person either on a sale thereof or to hold the same for the Collateral Agent or otherwise;

	(iii)		appoint any person nominated by the Collateral Agent as the proxy or other representative of the Chargor to vote at any meeting of the Company;

	(iv)		attend and vote at any meeting of the Company;

	(v)		sign any written resolution of shareholder(s) of the Company permitted under the laws of the Company’s jurisdiction of incorporation and the Company’s constitutional documents in such manner and for such purpose as the Collateral Agent may from time to time determine; and

	(vi)		exercise any other rights, powers or remedies which the Chargor may have as the holder, owner or beneficiary of any Secured Property; and

(c)

enabling the Collateral Agent or any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this deed or by law,

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Chargor under this clause 12.9 if:

	(a)		an Enforcement Event has occurred and is continuing; and/or

	(b)		the Collateral Agent has received notice from the Applicable Representative, the Loan Parties’ Agent and/or the Chargor that the Chargor has failed to comply with a further assurance or perfection obligation within 10 business days of being notified of that failure (with a copy of that notice being sent to the Loan Parties’ Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Chargor under this clause 12.9 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

12.2

Authority to Company: The production of this deed by the Collateral Agent shall be sufficient authority for the Company to recognise the Collateral Agent, or any attorney, as entitled to exercise all of the powers referred to in clause 12.1, and, as between the Collateral Agent or any attorney on the one hand, and the Company on the other hand, the Company shall not be bound or entitled to enquire if any Enforcement Event has occurred and is continuing or if any of the powers referred to in clause 12.1 have become exercisable.

12.3

Delegation and conflict: Each attorney may:

	(a)		delegate its powers (including this power of delegation) to any person for any period, and revoke a delegation; or

	(b)		exercise or concur in exercising the attorney’s powers even if the attorney has a conflict of duty in doing so, or has a direct or personal interest in the means or result of that exercise of such powers.

12.4

Ratification: The Chargor hereby ratifies anything done by the attorney or a delegate of the attorney in accordance with this section 12.

13.

DELEGATION

13.1

Subject to section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by New Zealand law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this deed (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

14.

ASSIGNMENT

14.1

Deed binding: This deed is binding on, and is for the benefit of, the parties and their respective successors, permitted assigns and transferees.

14.2

Chargor may not assign: Unless otherwise permitted under the Principal Finance Documents, the Chargor may not assign or transfer any of its rights or obligations under this deed.

14.3

Collateral Agent may assign and transfer: The Collateral Agent may assign and/or transfer all or part of its rights or obligations under this deed to any replacement collateral agent appointed in accordance with the provisions of the First Lien Intercreditor Agreement.

15.

NOTICES

15.1

Writing: Each notice or other communication to be given or made by a party under this deed shall be given or made in accordance with the First Lien Intercreditor Agreement.

16.

RELEASE AND REINSTATEMENT

16.1

Release of Lien and Chargor: The Secured Property shall be released, reassigned and/or cancelled (as applicable) from the Lien under this deed and the Chargor shall be released from this deed:

(a)

by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Chargor or any other person under any of the Loan Documents; or

	(b)		by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Chargor ceasing to be a Loan Party; or

	(c)		in accordance with, and to the extent required by, the Intercreditor Arrangements.

16.2

Release of Secured Property: If the Chargor disposes of any Secured Property and that disposal is permitted by the Principal Finance Documents, the relevant Secured Property shall, unless an Enforcement Event has occurred and is continuing, be automatically released from the Lien granted under this deed with effect from the day of such disposal and the Collateral Agent shall do all such acts which are reasonably requested by the Chargor in order to release the relevant Secured Property from the Lien under this deed.

16.3

Reinstatement: If any payment received or recovered by any Secured Party, a Receiver, or any other person on behalf of any of them is or may be avoided by law or required to be repaid to a liquidator or similar official:

	(a)		such payment shall be deemed not to have affected or discharged the liability of the Chargor under this deed or any other Lien given by the Chargor in favour of the Collateral Agent or, as the case may be, the relevant Secured Party and, the Collateral Agent, each Secured Party and the Chargor shall, to the maximum extent permitted by law, be restored to the position in which each would have been if such payment had not been received or recovered; and

	(b)		the Collateral Agent and each other Secured Party shall be entitled to exercise all its rights which it would have been entitled to exercise if such payment had not been received or recovered,

notwithstanding that the Collateral Agent may have signed a release pursuant to clause 16.1.

17.

PPSA RIGHTS

17.1

No consent or subordination: Nothing in this deed shall be construed as:

	(a)		an agreement to subordinate the Lien created by this deed in favour of any person; or

	(b)		a consent by the Collateral Agent to any other security interest attaching (as that term is used in the context of the PPSA) to, or any other security interest subsisting over, any Secured Property.

17.2

Verification statement: The Chargor waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest created by this deed.

17.3

Contracting out of PPSA rights: The Chargor:

	(a)		agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this deed, or the security interest created by this deed;

	(b)		waives its right to receive notice of the Collateral Agent’s proposal to retain any Secured Property under section 120(2) of the PPSA; and

(c)

waives its right to object to the Collateral Agent’s proposal to retain any Secured Property under section 121 of the PPSA.

18.

INDEMNITY

18.1

To the extent set out in section 4.11 of the First Lien Intercreditor Agreement, the Chargor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Chargor of the provisions of this deed, the exercise or purported exercise of any of the rights and powers conferred on them by this deed or otherwise relating to the Secured Property.

19.

MISCELLANEOUS

19.1

Partial invalidity: If at any time any provision of this deed or any other document relating to the Secured Liabilities is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, that illegality, invalidity or unenforceability shall not affect the enforceability of the provisions, or (as the case may be) the remaining provisions, of this deed, nor shall the legality, validity or enforceability of any of those provisions under the law of any other jurisdiction in any way be affected or impaired thereby.

19.2

Relationship with other laws:

	(a)		The rights, powers and remedies of the Collateral Agent provided in this deed are in addition to, and not exclusive of, any rights, powers or remedies provided by law.

	(b)		If any provision in this deed conflicts with the provisions of any law or any provisions implied by any law (after taking account of the implied rights negated by clauses 17.2 and 17.3), then:

	(i)		if the provisions of or implied by that law may be varied or negatived, the provisions of this deed will take precedence and the provisions of or implied by that law will be deemed not to apply to this deed or to apply only as varied by the provisions of this deed; or

	(ii)		if the provisions of or implied by that law may not be varied or negatived, then the provisions of this deed must be read subject to the provisions of or implied by that law.

19.3

No implied waivers: Time shall be of the essence in respect of performance by the Chargor of the Chargor’s obligations under this deed, but no failure on the part of the Collateral Agent to exercise, and no delay on its part in exercising, any right, power or remedy under this deed shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

19.4

Obligations independent: Each of the obligations of the Chargor under clauses 11.4 and 18.1 shall constitute a continuing obligation, separate and independent from the Chargor’s other obligations under this deed and shall survive discharge of the Secured Liabilities and release of this deed.

19.5

No merger or marshalling: The right of each Secured Party to payment of any Secured Liabilities (including under any negotiable instrument or Loan Document) shall

not merge in the Chargor’s obligation to pay those Secured Liabilities under this deed. The Collateral Agent has no duty to marshall in favour of the Chargor or any other person.

19.6

Conflict of provisions: This deed is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this deed and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

19.7

Consent: Subject to express wording to the contrary contained in this deed, the Collateral Agent may give or withhold any approval or consent in its absolute discretion, and either conditionally or unconditionally.

19.8

Delivery: For the purposes of section 9 of the PLA, and without limiting any other mode of delivery, this deed will be delivered by the Chargor immediately on the earlier of:

	(a)		physical delivery of an original of this deed, executed by the Chargor, into the custody of the Collateral Agent or the Collateral Agent’s solicitors; or

	(b)		transmission by the Chargor or its solicitors (or any other person authorised in writing by the Chargor) of a facsimile, photocopied or scanned copy of an original of this deed, executed by the Chargor, to the Collateral Agent or the Collateral Agent’s solicitors.

20.

GOVERNING LAW AND JURISDICTION

20.1

This deed shall be governed by, and construed in accordance with, the laws of New Zealand, and the parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.

21.

COUNTERPARTS

21.1

This deed may be signed in any number of counterparts, all of which will together constitute one and the same instrument, and any of the parties may execute this deed by signing any such counterpart.


INTERPRETATION			2
2. SECURITY			5
3. SHAREHOLDER RIGHTS AND OBLIGATIONS			7
4. UNDERTAKINGS			8
5. REPRESENTATIONS AND WARRANTIES			8
6. ENFORCEMENT EVENTS			9
7. COLLATERAL AGENT MAY REMEDY BREACH			9
8. ENFORCEMENT BY COLLATERAL AGENT			9
9. APPLICATION OF PROCEEDS			9
10. PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT			9
11. PROTECTION OF COLLATERAL AGENT AND OTHER PERSONS			10
12. ATTORNEY			10
13. DELEGATION			12
14. ASSIGNMENT			12
15. NOTICES			12
16. RELEASE AND REINSTATEMENT			12
17. PPSA RIGHTS			13
18. INDEMNITY			14
19. MISCELLANEOUS			14
20. GOVERNING LAW AND JURISDICTION			15
21. COUNTERPARTS			15
SIGNED AND DELIVERED AS A DEED			16



	/s/ Philip West
	Signature of attorney / authorised signatory

	Philip West
	Name of attorney / authorised signatory



	/s/ Alex Howard
	Signature of witness

	Trainee Solicitor
	Occupation

	London
	City/town of residence


	THE BANK OF NEW YORK MELLON by its authorised signatory:

	Signature of authorised signatory


	Name of authorised signatory