SPH Notice – NorthWest

1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To: NZX Limited
and
To: Vital Healthcare Property Trust (Vital)
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 22 August 2019 and 27 August 2019
Date this disclosure made: 28 August 2019
Date last disclosure made: 6 July 2015

Substantial product holder(s) giving disclosure
Full name(s):

NorthWest Healthcare Properties Real Estate Investment
Trust (NorthWest REIT), NWVP Acquisition LP, NWVP
Acquisition Inc., NorthWest Value Partners Inc., Paul
Dalla Lana as trustee for NorthWest Real Estate
Investment Trust, NWI Healthcare Properties LP, NWI
Healthcare Properties GP Inc., NWI NZ Management
Company Limited and NorthWest NZ Finance Holdings
Limited (together, referred to as NorthWest)

Summary of substantial holding
Class of quoted voting products: ordinary units

Summary for NorthWest
For this disclosure,—
(a) total number held in class: 112,743,175
(b) total in class: 451,265,970
(c) total percentage held in class: 24.98%
For last disclosure,—
(a) total number held in class: 82,064,900
(b) total in class: 341,656,001
(c) total percentage held in class: 24.02%

2
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Transaction one:
 On 22 August 2019, 4,919,883 ordinary units were issued to NorthWest Healthcare
Properties Management Limited (the Manager) as consideration for the Manager’s
incentive fee in accordance with clauses 22.2(b) and 22.3(b) of Vital’s Trust Deed. The
ordinary units were issued at a price of $2.4548 per unit.
 The registered holder of the 4,919,883 units was Forsyth Barr Custodians Limited.
Transaction two:
 On 27 August 2019, the Manager entered into an agreement for the off-market sale of
3,000,000 units to funds associated with or managed by Salt Funds Management for
$2.5925 per unit. The transfer of these units is expected to be completed on 29
August 2019.
 Following the completion of transaction two, NorthWest will hold a relevant interest in
112,743, 175 ordinary units or 24.98% of the units in Vital (as summarised above).
Details after relevant events
Details for NorthWest as at the date of this disclosure:
1. Nature of relevant interest(s): Beneficial owner of financial products
NorthWest has a qualified relevant interest in
102,684,228 ordinary units held by NZGT
Security Trustee Limited as its nominee.
NorthWest’s ability to control the disposition
of these units is qualified by a Specific
Security Deed between NWI Healthcare
Properties LP by its general partner NWI
Healthcare Properties GP Inc. and Australia
and New Zealand Banking Group Limited
(ANZ) dated 2 July 2019 (the NWI LP SSD).
Pursuant to the NWI LP SSD, NWI Healthcare
Properties LP has granted a first ranking
security interest over these units. Amongst
other things, NWI Healthcare Properties LP
has agreed that it may not dispose of or
otherwise deal with the relevant units without
the prior consent of ANZ. Further, if an “Event
of Default” arises, ANZ may direct NWI
Healthcare Properties LP to exercise voting
rights in respect of these units in accordance
with its instructions (if any). A copy of the
NWI LP SSD is attached to this notice (16
pages).
For that relevant interest,—
(a) number held in class: 102,684,228

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(b) percentage held in class: 22.75%
(c) current registered
holder(s):
NZGT Security Trustee Limited

(d) registered holder(s) once
transfers are registered:
N/A
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable

(d) if the substantial product
holder is not a party to the
derivative, the nature of
the relevant interest in the
derivative:
Not applicable

2. Nature of relevant interest(s): Beneficial owner of financial products
NorthWest has a qualified relevant interest in
6,139,064 ordinary units held by NZGT
Security Trustee Limited as its nominee.
NorthWest’s ability to control the disposition
of these units is qualified by a Specific
Security Deed between NorthWest NZ Finance
Holdings Limited and ANZ dated 2 July 2019
(the NZ Finance Co SSD). Pursuant to the
NZ Finance Co SSD, NorthWest NZ Finance
Holdings Limited has granted a first ranking
security interest over these units. Amongst
other things, NorthWest NZ Finance Holdings
Limited has agreed that it may not dispose of
or otherwise deal with the relevant units
without the prior consent of ANZ. Further, if
an “Event of Default” arises, ANZ may direct
NWI Healthcare Properties LP to exercise
voting rights in respect of these units in
accordance with its instructions (if any). A
copy of the NZ Finance Co SSD is attached to
this notice (18 pages).
For that relevant interest,—
(a) number held in class: 6,139,064
(b) percentage held in class: 1.36%
(c) current registered
holder(s):
NZGT Security Trustee Limited

(d) registered holder(s) once
transfers are registered:
N/A

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For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product
holder is not a party to the
derivative, the nature of
the relevant interest in the
derivative:
Not applicable

3. Nature of relevant interest(s): Beneficial owner of financial products
NorthWest has a relevant interest in 6,919,883
ordinary units held by Forsyth Barr Custodians
Limited as nominee for NWI NZ Management
Company Limited.
For that relevant interest,—
(a) number held in class: 3,919,883
(b) percentage held in class: 0.87%
(c) current registered
holder(s):
Forsyth Barr Custodians Limited
(d) registered holder(s) once
transfers are registered:
N/A
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product
holder is not a party to
the derivative, the
nature of the relevant
interest in the derivative:
Not applicable

Additional information
Address of substantial product holder(s):
c/o 180 Dundas Street West, Suite 1100,
Toronto, ON M5G 1Z8
Contact details:
Shailen Chande
T: +1 (416) 366-2000,1002
E: Shailen.Chande@nwhreit.com

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Nature of connection between substantial
product holders:
The NorthWest entities are each either directly
or indirectly controlled by, or related to,
NorthWest REIT
Name of any other person believed to
have given, or believed to be required to
give, a disclosure under the Financial
Markets Conduct Act 2013 in relation to
the financial products to which this
disclosure relates:
Not applicable


Certification
I, Bernard William Crotty, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make this
disclosure by all persons for whom it is made.

Specific Security Deed
(in relation to investment securities issued by Vital
Healthcare Property Trust)
PARTIES
Northwest NZ Finance Holdings Limited
Grantor
Australia and New Zealand Banking Group Limited
Secured Party
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SSD - Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property Trust/ NZGT)

CONTENTS
1. INTERPRETATION .......................................................................................................................... 1
2. PAYMENT ........................................................................................................................................ 3
3. SECURITY ........................................................................................................................................ 4
4. UNITHOLDER RIGHTS AND OBLIGATIONS ................................................................................. 5
5. UNDERTAKINGS ............................................................................................................................. 6
6. SECURITY INTEREST ENFORCEABLE ......................................................................................... 6
7. SECURED PARTY MAY REMEDY BREACH .................................................................................. 6
8. ENFORCEMENT BY SECURED PARTY ........................................................................................ 7
9. APPOINTMENT OF RECEIVER .............................................. : ....................................................... 7
10. APPLICATION
OF PROCEEDS ....................................................................................................... 8
11. PROTECTION OF PERSONS DEALING WITH SECURED PARTY OR RECEIVER .................... 8
12. PROTECTION OF SECURED PARTY AND RECEIVER ................................................................ 9
13. ATTORNEY ...................................................................................................................................... 9
14. RELEASE AND REINSTATEMENT ...............................................................................................
11
15. PPSA RIGHTS ................................................................................................................................ 11
16. ASSIGNMENT ................................................................................................................................ 12
17. GENERAL ....................................................................................................................................... 12
18. LIABILITY NOT PREJUDICED ....................................................................................................... 13
19. DELIVERY ...................................................................................................................................... 13
20. COUNTERPARTS .......................................................................................................................... 14
21. GOVERNING LAW ......................................................................................................................... 14
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SSD - Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property Trust/ NZGT)

DEED dated July 2019
PARTIES
Northwest NZ Finance Holdings Limited
("Grantor")
Australia and New Zealand Banking Group Limited
("Secured Party")
COVENANTS
1. INTERPRETATION
1.1 Definitions in Facility Agreement: Words and expressions defined in the Facility Agreement
and used
in this deed shall, unless the context otherwise requires, have the meanings given
to them
in the Facility Agreement.
1.2
Other definitions: In this deed, unless the context otherwise requires:
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"Charged Securities" means
(a)
on the date of this deed, 6,139,064 Units issued byVHPT; and
(b) thereafter, any additional Units issued by VHPT (or such other securities agreed
by
the Secured Party pursuant to the Facility Agreement) agreed by the Grantor to form
part of the Charged Securities
in order to meet the requirements under clause 8
(Margin requirements) of the Facility Agreement or otherwise held directly or
indirectly through the Custodian; and
(c) Units issued
as part of a division or split (however effected) of Unit entitlements,
except to the extent any Charged Security
is released in accordance with clause 7.3
(Distribution or return of Cash Collateral and release of Collateral) of the Facility Agreement.
"Custodian Account" means the "Account" as defined in the Custody Deed.
"Custody Deed" means the custody deed dated on or about the date of this deed between
the Grantor
as Client and NZGT Security Trustee Limited as custodian.
"Distribution" means a distribution of any kind by VHPT to a holder of Units and whether or
not based on actual or anticipated profits for the current or any preceding, financial year of
VHPT.
"Facility Agreement" means the NZ$125,000,000 margin loan agreement dated on or about
the date of this deed between NWI Healthcare Properties
LP as borrower, the Grantor as
additional security provider and the Secured Party as original lender.
SSD -Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property Trust/ NZGT)

"PPSA" means the Personal Property Securities Act 1999.
"PPSR" means the Personal Property Securities Register maintained for the purposes of the
PPSA.
"Receiver" means a receiver, or receiver and manager, appointed by the Secured Party under
this deed.
"Rights" means:
(a) Distributions;
(b) bonus shares, units, debentures or other securities;
(c) options or rights to take
up shares, debentures or other securities; and
(d) other rights, money or securities of any nature.
"Secured Money" means all amounts of any nature which the Borrower or Grantor (each
whether alone, or jointly or jointly and severally with any other person)
is, or may at any time
become, liable (whether actually or contingently)
to pay or deliver to the Secured Party
(whether alone, or jointly or jointly and severally with any other person), under, pursuant
to, or
arising out
of, any Finance Document, and a reference to the Secured Money includes any
part of
it.
"Secured Property" means the property and assets described in paragraphs (c) and (d) of
clause
3.1 and a reference to Secured Property includes any of it.
"Security Interest" includes a security interest, mortgage, charge, encumbrance, lien, pledge,
finance lease, sale and lease back, sale
and repurchase, deferred purchase or title retention
arrangement, flawed asset arrangement, and any other security or arrangement having like
economic effect over any property, assets or revenues.
"Transfer" means, with respect to the Charged Securities or Rights, a transfer duly signed by
the Grantor
or, in the case of any Charged Securities or Rights legally held by some other
person but beneficially owned by the Grantor, 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 VHPT.
"VHPT" means Vital Healthcare Property Trust (Scheme Number: SCH11214).
1.3
References: Except to the extent that the context otherwise requires, any reference in this
deed
to:
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"constitutional documents" includes any shareholders agreement or joint venture
agreement (however described).
"disposal" includes any sale, assignment, exchange, transfer, concession, loan, lease,
surrender, licence, reservation, waiver, compromise, release, dealing, parting with
possession, or the granting of any option, 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.
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"guarantee" includes an indemnity, letter of credit, legally binding letter of comfort, suretyship
and other agreement the economic effect of which
is to provide security or otherwise assume
responsibility for the indebtedness of another person.
"proceeds" includes "proceeds" as defined in the PPSA.
a
"share" includes a share in any company, whether incorporated in New Zealand or
elsewhere.
"tax" includes any present or future tax, levy, impost, rate, duty, charge, fee, deduction or
withholding
of any nature and whatever called, imposed or levied by a government agency,
and any related interest, penalty, charge, fee or other amount, and
"taxation" shall be
construed accordingly.
"upon demand" means upon demand by notice in writing signed by or on behalf of the person
making demand.
1.4
PPSA references: The expressions "financing statement", "financing change statement",
"future advance", "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) References to a person include that person's successors, permitted assigns,
executors and administrators (as applicable).
(c) Unless the context otherwise requires the singular includes the plural and vice versa
and words denoting individuals include other persons and vice versa.
(d) 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.
(e) A reference to any document includes reference to that document
as amended,
modified, novated, supplemented, varied or replaced from time to time.
(f) Except where inconsistent with the context, the expression "at any time" also means
from time to time.
(g) Unless otherwise stated a reference to a clause
is to a clause of this deed.
(h)
An Event of Default is continuing unless it has been waived in writing or remedied to
the satisfaction
of the Secured Party.
2. PAYMENT
2.1 General: The Grantor shall pay the Secured Money when due in accordance with the Finance
Documents
or, if they do not specify a time for payment, immediately upon demand by the
Secured Party.
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2.2 Receiver's remuneration: All remuneration payable to any Receiver shall be payable by the
Grantor upon demand and shall form part
of the Secured Money.
3. SECURITY
3.1 Charging clause: As security for:
(a) the payment or delivery
of the Secured Money; and
(b) the performance and observance by the Grantor
of all of its obligations to the
Secured Party at any time,
the Grantor:
(c) grants to the Secured Party a first ranking security interest
in its present and future
right, title and interest in:
(i) the Custodian Account and all proceeds
in relation to it;
(ii) the Charged Securities;
(iii)
all proceeds in relation to any disposal of the Charged Securities; and
(iv) all documents
of title relating to any Charged Securities; and
(d) assigns by way
of security to the Secured Party all its present and future right, title
and benefit
in, to and under the Custody Deed.
3.2 Notice to Company: The Secured Party may at any time give notice to VHPT of the Security
Interest created by this deed.
3.3 Secured Party may register: The Secured Party may during the continuance
of any Event
of Default and without prejudice to any of its other rights, powers or remedies, cause itself 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 on the terms of this deed,
and for that purpose may complete and present any Transfer for registration or require the
Custodian to transfer any Charged Securities and/or Rights to it or its nominee.
3.4 Priority: The security granted under this deed has the same priority
in respect of all advances,
including future advances.
3.5 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 Secured Party and delivered to the Grantor
in accordance with
clause 14.
3.6 Other securities:
(a) This deed
is collateral to each other security and guarantee (whenever executed or
given) which
is at any time held by the Secured Party.
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SSD -Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property Trust/ NZGT) 4

(b) The Secured Party may exercise any of its rights, powers and remedies under this
deed, or under any other security or guarantee, separately or concurrently and
without prior notice to the Grantor, VHPT or any other person.
(c) Nothing
in this deed shall discharge, abate or prejudice any other Security Interest
or guarantee held by the Secured Party at any time.
3. 7 Further assurance: The Grantor shall deliver to the Secured Party any Transfer, assignment,
Security Interest, instrument, or other deed or document, and shall, subject
to clause 3.3, do
any other thing which the Secured Party reasonably requires to enable it to:
(a) ensure the Secured Property is subject to an effective first ranking Security;
(b) perfect the Security Interest intended
to be created by this deed with the priority
required by the Secured Party including, without limitation,
in accordance with the
provisions of the PPSA;
(c) for
so long as any Event of Default is continuing, transfer to, or vest in, the Secured
Party ( or any purchaser from the Secured Party or a Receiver), the Secured
Property;
(d) for
so long as any Event of Default is continuing, facilitate the realisation of the
Secured Property;
(e) for
so long as an Event of Default is continuing, exercise all or any of the rights,
powers and remedies conferred
on the Secured Party or a Receiver by this deed or
by law
and whether on enforcement or otherwise; and/or
(f) secure
to the Secured Party the full benefit of the provisions of this deed.
3.8
Completion of documents: Subject to clause 3.3, the Secured Party may fill in any blanks
in any Transfer and may complete in favour of the Secured Party, 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 Grantor.
4. UNITHOLDER RIGHTS AND OBLIGATIONS
4.1 Liability for calls etc: If any call or other amount (a "Call") becomes payable in respect of
any Charged Securities
or, where an Event of Default is continuing, Rights:
3810408 v5
(a) while the Grantor is the beneficial holder of those Charged Securities or Rights, the
Grantor shall pay that Call to VHPT (directly or through the Custodian)
on or before
the due date for payment and promptly confirm
to the Secured Party that such
payment has been made; and
(b) while the Secured Party or its nominee
is the holder of those Charged Securities or
Rights (whether directly or through the Custodian), the Grantor shall, upon demand
by the Secured Party, pay
an amount equal to that Call to the Secured Party or, if so
agreed with, or required by, the Secured Party, to VHPT (directly or through the
Custodian) and, if paid
to the Secured Party, the Secured Party shall pay the Call to
VHPT (directly or through the Custodian).
SSD -Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property Trusl/ NZGT)
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4.2 Voting rights: Except where any Event of Default is continuing the Grantor shall be entitled
to exercise or direct the exercise of all voting rights in respect of the Charged Securities
provided that the Grantor shall not at any time exercise, or refrain from exercising, any voting
rights
in a manner which could reasonably be expected to adversely affect the Security
Interests created by this deed or result
in a change in the terms of issue of any of the Secured
Property. If at any time any Event of Default
is continuing the Grantor will exercise voting
rights solely
in accordance with the written instructions of the Secured Party, if any, save to
the extent those instructions would cause
it to breach any duty or obligation.
4.3 Distributions: The Grantor shall procure that all Distributions are paid or credited (directly or
by the Custodian, if applicable) to the Collateral Income Account and shall use those amounts
solely
in accordance with the permissions contained in the Facility Agreement.
5. UNDERTAKINGS
5.1 Registration of Transfers: The Grantor shall, if the Secured Party so requests while an Event
of Default
is continuing, upon presentation to VHPT or its registrar for registration of a Transfer
in accordance with the provisions of this deed, take all steps available to the Grantor to procure
registration of that Transfer.
5.2 Negative undertakings: The Grantor shall not:
(a) Disposal: dispose, or permit the disposal, of any Secured Property or agree to do
so except as permitted by the Facility Agreement;
(b) Other security: create or permit
to subsist any other Security Interest over any
Secured Property or agree to do so except with the prior written consent of the
Secured Party;
(c) Prejudice security: do, or omit
to do, anything which could prejudicially affect the
Security Interest created by this deed, render any Secured Property liable
to
forfeiture or cancellation;
(d) Name: change its name without first notifying the Secured Party of the new name
not less than
21 days before the change takes effect; or
(e) Place of business or incorporation: relocate its principal place of business or
change its jurisdiction of incorporation.
6. SECURITY INTEREST ENFORCEABLE
6.1 When security enforceable: The Security Interests created by this deed shall be enforceable
at any time
an Event of Default is continuing.
7. SECURED PARTY MAY REMEDY BREACH
7.1 Right to remedy breach: If the Grantor fails to comply with any obligation under this deed
the Secured Party may (without prejudice to its 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 Security Interests created by this deed.
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7.2 Reimbursement of expenditure incurred: The Granter shall reimburse the Secured Party,
upon demand, for
all expenditure incurred by the Secured Party under clause 7.1 (including
all reasonable legal costs
as between solicitor and client), together with interest on those
amounts calculated at a rate determined by the Secured Party to
be the applicable default
interest rate under the Finance Documents
on a daily basis from the date upon which such
expenditure
is incurred until it is reimbursed by the Granter and, until reimbursed, the amount
and interest
on the amount shall form part of the Secured Money.
8. ENFORCEMENT BY SECURED PARTY
8.1 Powers on enforcement: At any time any Event of Default is continuing the Secured Party
may (without it being necessary to give any prior notice to the Granter, and without prejudice
to any other rights, powers or remedies it may have under this deed or by law) do any or all
of
the following:
(a) declare the Secured Money to
be due and payable, whereupon it shall immediately
become due and payable;
(b) take possession
of the Secured Property;
(c) if any Secured Money
is then due and payable (whether by reason of acceleration
or otherwise), sell or dispose
of the Secured Property in such manner and on such
terms as the Secured Party 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 ( other
than where such loss
is caused by its gross negligence or wilful default) and to
transfer the Secured Property free from adverse interests; and
(d) whether or not a Receiver has been appointed, exercise any
of the powers of a
Receiver, or which a person would have if appointed
as a Receiver under this deed.
9. APPOINTMENT OF RECEIVER
9.1 Power to appoint Receiver: The Secured Party may (whether or not the Secured Party has
exercised any
of its powers under clause 8.1 ):
(a) at any time any Event of Default is continuing; or
(b) at the Grantor's written request,
appoint
in writing any person or persons (whether an officer of the Secured Party or the Granter
or not) to
be Receiver of all or any of the Secured Property. A Receiver shall be the agent of
the Granter, and the Granter alone shall be responsible for the acts and defaults of the
Receiver. The Secured Party may remove any Receiver and may appoint a new Receiver
in
place of a Receiver who has been removed, retired or died, or in addition to a Receiver already
appointed.
9.2 Powers of Receiver:
In addition to, and without limiting or 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 sell or otherwise dispose
of the Secured Property and
to do all other things
in relation to the Secured Property as if the Receiver had absolute
ownership
of the Secured Property.
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9.3 Remuneration of Receiver: The Secured Party may fix the remuneration of a Receiver at an
amount, or on a basis, agreed with the Receiver or, failing agreement, as determined by the
Secured Party.
10. APPLICATION OF PROCEEDS
10.1 Distribution: All amounts received by the Secured Party or a Receiver, whether in the
exercise of their powers or otherwise, shall ( subject to the claims of
all secured and unsecured
creditors (if any) ranking
in priority to the security created by this deed) be applied:
(a) first,
in payment of all costs, charges and expenses (including tax and legal costs as
between solicitor and client and the remuneration of the Receiver) of
and incidental
to the exercise of the powers of the Secured Party or Receiver;
(b) secondly,
in payment to the Secured Party of the Secured Money in such manner
and order as the Secured Party determines; and
(c) lastly,
in payment of any surplus to the Grantor or other person or persons entitled
to it.
10.2 Appropriation: All amounts received by the Secured Party under this deed shall be
appropriated as between principal, interest and other amounts in such manner as the Secured
Party determines, notwithstanding any rule of
law, any purported appropriation made by the
Grantor or any other person, or any other matter or circumstance.
10.3
Money actually received: In applying any money toward satisfaction of the Secured Money
the Grantor will
be credited only with the money available for that purpose which is actually
received by the Secured Party. The credit will date from the time of receipt.
10.4
Contingent liabilities: If any Secured Money is contingently owing or not yet owing at the
time any application of money
is made under clause 10.1, the Secured Party may deposit a
sum not exceeding that amount in an interest-bearing deposit account, on such terms and
conditions
as the Secured Party thinks fit with any person (including the Secured Party or any
of
its related entities) until that amount ceases to be contingently owing or becomes actually
payable. At that time the Secured Party may retain for its own account the amount which
is
then actually payable to it and deal with any balance in accordance with clause 10.1.
11. PROTECTION OF PERSONS DEALING WITH SECURED PARTY OR RECEIVER
11.1 Purchaser or other person: No purchaser or other person dealing with the Secured Party or
a Receiver, or with any agent or attorney of the Secured Party or a Receiver, shall
be
concerned:
3810408 v5
(a) to enquire:
(i) whether the Security Interests created by this deed have become
enforceable;
(ii) whether a Receiver has been properly appointed;
SSD - Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property Trust/ NZGT)
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(iii) whether the powers which the Secured Party or a Receiver, agent or
attorney,
as the case may be, is exercising or purporting to exercise have
become exercisable;
(iv)
as to the necessity for, or the expediency of, the stipulations or conditions
subject to which any sale or disposal
is made; or
(v) otherwise as to the propriety or regularity of any disposal, calling
in,
collection or conversion of any money or asset or any other matter in
connection with the exercise of any of the powers of the Secured Party or
any Receiver; or
(b)
to see to the application of any amount paid to or received by the Secured Party or
a Receiver, agent or attorney,
as the case may be.
11.2 Damages the only remedy: The remedy of the Grantor in respect of any actionable
impropriety or irregularity
in the exercise, or purported exercise, of any rights, powers or
remedies by the Secured Party or a Receiver, agent or attorney, as the case may
be, shall be
in damages only.
12. PROTECTION OF SECURED PARTY AND RECEIVER
12.1 Proceeds of sale: If the Secured Party or a Receiver sells any Secured Property pursuant to
this deed or otherwise, the Secured Party and the Receiver shall
be accountable only for any
purchase money which they actually receive.
12.2
Entry into possession: If the Secured Party or a Receiver 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 otherwise be held
liable for; and
(b)
it may at any time give up possession of any Secured Property.
12.3
No liability: Neither Secured Party nor a Receiver shall be accountable for any losses which
may occur
in, or as a result of, the exercise, purported exercise or non-exercise of any of the
Secured Party's or the Receiver's rights, powers or remedies,
and any such losses which are
borne by the Secured Party or the Receiver shall form part of the Secured Money.
12.4
Indemnity: Each of the Secured Party and the Receiver shall be entitled to be indemnified
out of the revenue from, or proceeds of sale
of, the Secured Property against all costs, losses,
expenses or liabilities sustained or incurred
in the exercise, purported exercise or non-exercise
of the Secured Party's or the Receiver's rights, powers
and remedies, including any cost, loss,
expense or liability consequent upon any mistake or error of judgment.
13. ATTORNEY
13.1 Appointment: For the purpose of enabling the Secured Party to obtain the full benefit of this
deed, the Grantor irrevocably appoints the Secured Party and every officer of the Secured
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Party, individually, to be the attorney of the Grantor ("Attorney") for the following purposes, at
any time any Event
of Default is continuing:
(a)
to do anything which the Grantor is obliged to do under the provisions of this deed
or which,
in the Attorney's opinion, is necessary to give effect to any right, power or
remedy conferred
on the Secured Party or a Receiver by this deed or by law or
otherwise and which has not been done by the Granter within a reasonable period
(having regard
to all of the circumstances existing at that time) after being requested
to do so by the Secured Party;
(b)
to receive any Distributions paid or made in respect of the Charged Securities or
Rights;
(c)
to sign any Transfer, and to transfer, any Secured Property to any person either on
a sale thereof or to hold the same for the Secured Party or otherwise;
(d)
to provide instructions to the Custodian;
(e)
to appoint any person nominated by the Secured Party as the proxy or other
representative of the Grantor
to vote at any meeting of VHPT;
(f)
to attend and vote at any meeting of VHPT;
(g)
to sign any written resolution of unitholders of VHPT in such manner and for such
purpose
as the Secured Party may from time to time determine;
(h)
to commence, prosecute, settle and compromise actions or proceedings relating to
any Secured Property; and
(i) to exercise any other rights, powers or remedies which the Grantor may have
as the
holder, owner or beneficiary of any Secured Property.
13.2
Authority to Company: The production of this deed by the Secured Party shall be sufficient
authority for VHPT and the Custodian to recognise the Secured Party, or any Attorney,
as
entitled to exercise all of the powers referred to in clause 13.1, and, as between the Secured
Party, or any Attorney,
on the one hand and VHPT (or, as the context requires, the Custodian)
on the other hand, VHPT (or, as the context requires, the Custodian) shall not be bound or
entitled to enquire if any Event of Default has occurred or
is continuing or if any of the powers
referred to
in clause 13.1 have become exercisable.
13.3
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.
13.4
Ratification: The Grantor hereby ratifies anything done by the Attorney or a delegate of the
Attorney
in accordance with this clause 13.
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14. RELEASE AND REINSTATEMENT
14.1 Release: The Grantor shall not be entitled to be released from its obligations and liabilities
under this deed nor to have any Secured Property released from this deed, unless the Secured
Party (in
its sole discretion) is satisfied that:
(a) the Grantor has
no outstanding obligations (present or future, actual or contingent)
to the Secured Party under or in connection with any Finance Document; and
(b)
no payment received, or to be received, by it may be avoided, or required to be
repaid by it, under any law relating to insolvency or otherwise.
14.2 Reinstatement: If any payment received or recovered by the Secured Party, a Receiver or
any other person
on behalf of the Secured Party 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
Grantor under this deed or any other security granted
in favour of the Secured Party;
(b) the Secured Party and the Grantor 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
(c) the Secured Party shall
be entitled to exercise all rights which it would have been
entitled
to exercise if such payment had not been received or recovered,
notwithstanding that the Secured Party may have signed a release pursuant
to clause 14.1.
15. PPSA RIGHTS
15.1 No consent or subordination: Nothing in this d~ed shall be construed as:
(a)
an agreement to subordinate any Security Interest created by this deed in favour of
any person; or
(b) a consent by the Secured Party 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.
15.2 PPSA verification statement: The Grantor 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 Interests created by this deed.
15.3 Contracting out of PPSA rights: The Grantor:
(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;
and
(b) waives its right to:
(i) receive a statement
of account under section 116 of the PPSA;
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(ii) receive notice of the Secured Party's proposal to retain personal property
under section 120(2) of the PPSA; and
(iii) object
to the Secured Party's proposal to retain any Secured Property
under section
121 of the PPSA.
16. ASSIGNMENT
16.1 Deed binding: This deed is binding on, and is for the benefit of, the parties and their
respective successors, permitted assigns and transferees.
16.2 Grantor may not assign: The Grantor may not assign or transfer any of
its rights or
obligations under this deed without the prior written consent of the Secured Party.
16.3 Secured Party may assign and transfer: The Secured Party may assign and/or novate all
or part of its rights or obligations under this deed
in accordance with clause 22.1 (Assignments
and novations
by the Lender) of the Facility Agreement.
17. GENERAL
17.1 Amendments: This deed may only be amended or varied by the written agreement of the
parties.
17.2 Partial invalidity: If at any time any provision of this deed
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 remaining provisions of this deed
nor shall the legality, validity or enforceability of any of those provisions (or,
as the case may
be, the remaining provisions) under the law of any other jurisdiction be in any way affected or
impaired thereby.
17.3 Waivers:
(a) No term of this deed may
be waived except by the Secured Party in writing.
(b) Time shall
be of the essence in respect of performance by the Grantor of its
obligations under this deed, but
no failure on the part of the Secured Party to
exercise, and
no delay on its part in exercising, any right, power or remedy under
this deed or any other document relating to any Secured Money 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 of the Secured Party.
17.4 Remedies not exclusive: The rights, powers and remedies provided
in this deed are in
addition to, and not exclusive of, any rights, powers or remedies provided by law.
17.5 Indemnities: Each of the indemnity obligations of the Grantor under this deed shall constitute
a continuing obligation, separate and independent from
its other obligations under this deed
and shall survive payment of the Secured Money and termination or release of this deed.
17
.6 Enforcement: It shall not be necessary for the Secured Party to incur any expense or make
any payment before enforcing any of the Secured Party's rights
in respect of any obligation of
the Grantor under this deed.
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17.7 No merger or marshalling: The Secured Party's right to payment of any Secured Money
(including under any negotiable instrument or any other agreement or arrangement) shall not
merge
in the Grantor's obligation to pay that Secured Money under this deed. The Secured
Party has
no duty to marshal! in favour of the Granter or any other person.
17.8
Conflict of provisions: In the event of conflict between a provision of this deed and a
provision of any other Finance Document
(in the sense that it is impossible to comply with
both), the Secured Party may,
in its sole and absolute discretion, determine which shall prevail.
17.9
Payments on demand: For the avoidance of doubt, all amounts payable to the Secured Party
under this deed (including, but not limited
to, all costs and all amounts payable under any
indemnity) shall
be payable by the Granter upon demand (provided that no demand is necessary
for the purposes of clause 2.1)
and form part of the Secured Money.
17.10
Certificates: A certificate of the Secured Party as to any amount or fact which might reasonably
be expected to be within the Secured Party's knowledge shall be prima facie evidence of such
amount or fact.
17.11
Consents: The Secured Party may give or withhold any approval or consent under this deed
conditionally or unconditionally and
in its absolute discretion.
17.12
Moratorium legislation: To the fullest extent permitted by law, all legislation which at any
time directly or indirectly:
(a) lessens, varies or affects
in favour of the Granter any obligation under this deed; or
(b) delays, prevents or prejudicially affects the exercise by the Secured Party of any
right, power or remedy conferred by this deed,
is excluded from this deed.
18. LIABILITY NOT PREJUDICED
18.1 Liability not prejudiced: Neither the liability of the Granter, nor any of the rights of the
Secured Party, under this deed shall
be affected or discharged by anything which, but for this
clause 18.1, might operate to affect or discharge the liability
of, or otherwise provide a defence
to, the Granter (whether or not known to the Granter, the Secured Party or any other person).
19. DELIVERY
19.1 Delivery by the Grantor: For the purposes of section 9 of the Property Law Act 2007, and
without limiting any other mode of delivery, this deed will be delivered by the Granter
immediately
on the earlier of:
3810408 v5
(a) physical delivery of an original of this deed, executed by the Granter, into the custody
of the Secured Party or the Secured Party's solicitors; or
(b) transmission by the Granter or its solicitors of a facsimile, photocopied or scanned
copy of
an original of this deed, executed by the Granter, to the Secured Party or the
Secured Party's solicitors.
SSD - Northwest NZ Finance Holdings Limited (Units in Vital Healthcare Property TrusV NZGT)
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20. COUNTERPARTS
20.1 Counterparts: This deed may be signed in any number of counterparts, all of which will
together constitute one and the same instrument. The parties may execute this deed by
signing any such counterpart.
21. GOVERNING LAW
21.1 Governing law: This deed shall be governed by, and construed in accordance with, the laws
of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New
Zealand.
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EXECUTED AS A DEED
NORTHWEST NZ FINANCE LIMITED
(Company Number: 7534576)
By:
Name of Director
Name of Director
In the presence of:
Sig nature of witness
Name
of witness
/
Occupation
z
City/town of residence
I
For and on behalf of NORTHWEST NZ
FINANCE LIMITED
(Company Number: 7534576)
By its attorneys:
J'
Name of Attorney
Name of Attorney
Both in the presen~..---
0~
s~re' of witness
Jl9"&1 N ,k-NDk
Name of witness
Occupation
City/town
of residence
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/
Signature of Director
Signatu of Director
Signature
of Attorney
SSD-Northwest NZ F,nance Hcldmgs limited (Units n Vital Healthcare Property TrusV NZGT) 15

For and on behalf of AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED
(ABN:
11 005 357 522)
By its attorney:
LE.ON& KHOO
Name of Attorney
In the presence of:
Signature t,!, ~
Name of witness
Occupation
City/town
of residence
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CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I, fYiAotUflfE' 01 &11\At'S [fut/name], of__,_..:...:..;:,=--'----1-;_;._---'..:........--"'-"'-'---
[p!ace and country of residence], LA w V
[occupation], certify:
1. That by deed dated 28 June 2019, NorthWest NZ Finance Holdings Limited NZCN 7534576 of
New Zealand
and NW! NZ Management Company Limited NZCN 3679942 of New Zealand
each appointed
me its attorney.
2. That I have not received notice of any event revoking the power of attorney.
Signed at 11 t wu.u ~ this
l ,,.. day of
2019
Mtl4o~fUil vu. ~
SIGNED by
Signature
Name

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
1. That by deed dated 28 June 2019, NorthWest NZ Finance Holdings Limited NZCN 7534576 of
New Zealand and NWI NZ Management Company Limited NZCN 3679942
of New Zealand
each appointed me its attorney.
2. That I have not received notice of any event revoking the power of attorney.
Signed at
, this
l S.,... day of
2019
, 1!l'«>
SIGNED by

Russ2II
Mc_\2agh
Specific Sec~rity Deed
(in relation to investment securities issued by Vital
Healthcare Property Trust)
PARTIES
NWI Healthcare Properties LP
Grantor
Australia and New Zealand Banking G~oup Limited
Secured Party
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CONTENTS
Russ2!1
Mc.\2agh
1. INTERPRETATION ........... ............................................................................................................... 1
2. PAYMENT .............................................................. .......................................................................... 3
3. SECURITY ..........
................................ : ....................................... ...................................................... 4
4. UNITHOLDER RIGHTS AND OBLIGATIONS ................................................................................. 5
5. UNDERTAKINGS ............................................................................................................................. 6
6. SECURITY INTEREST ENFORCEABLE ............................................................... .......................... 6
7. SECURED PARTY MAY REMEDY BREACH ............ ...................................................................... 6
8. ENFORCEMENT BY SECURED PARTY .
..................................... .................................................. 7
9. APPOINTMENT OF RECEIVER ...................... ... ....................................................................... ...... 7
10. APPLICATION OF PROCEEDS ............................................................................................ ........... 8
11. PROTECTION OF PERSONS DEALING' WITH SECURED PARTY OR RECEIVER .................... 8
12. PROTECTION OF SECURED PARTY AND RECEIVER ................................................................ 9
13. ATTORNEY ............................................................................ ............... .. ......................................... 9
14. RELEASE AND REINSTATEMENT ............................................................................................... 11
15. PPSA RIGHTS ................................................................................................................................ 11
16. ASSIGNMENT ................................................................................................................................ 12
17. GENERAL ......................... .............................................................................................................. 12
18. LIABILITY NOT PREJUDICED .................................. ..................................................................... 13
19. DELIVERY .................................................................... .......... ..................................................... ... 13
20. COUNTERPARTS ..............
............................................................................................................ 14
21. GOVERNING LAW ......................................................................................................................... 14
22. JURISDICTION ............................................................................................................................... 14
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Russ2!1
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DEED dated July2019
PARTIES
NWI Healthcare Properties LP
("Grantor")
Australia and New Zealand Banking Group Limited
("Secured Party")
COVENANTS
1. INTERPRETATION
1.1 Definitions in Facility Agreement: Words and expressions defined in the Facility Agreement
and used
in this deed shall, unless the context otherwise requires, have the meanings given
to them
in the Facility Agreement.
1.2
Other definitions: In this deed, unless the context otherwise requires:
3828001 v4
"Charged Securities" means
(a)
on the date of this deed, 102,684,228 Units issued by VHPT; and
(b) thereafter, any additional Units issued by VHPT (or such other securities agreed by
the Secured Party pursuant to the Facility Agreement) agreed by the Grantor to form
part of the Charged Securities
in order to meet the requirements under clause 8
(Margin requirements)
of the Facility Agreement or otherwise held directly or
i
ndirectly th rough the Custodian; and
(c) Units issued
as part of a division or split (however effected) of Unit entitlements,
except
to the extent any Charged Security is released in accordance with clause 7.3
(Distribution or return
of Cash Collateral and release of Collatera0 of the Facility Agreement.
"Custodian Account" means the "Account" as defined in the Custody Deed.
"Custody Deed" means the custody deed dated on or about the date of this deed between
the Grantor
as Client and NZGT Security Trustee Limited as custodian.
"Distribution" means a distribution of any kind by VHPT to a holder of Units and whether or
not based
on actual or anticipated profits for the current or any preceding, financial year of
VHPT.
"Facility Agreement" means the NZ$125,000,000 margin loan agreement dated on or about
the date of
this deed between the Grantor as borrower, Northwest NZ Finance Holdings
Limited
as additional security provider and the Secured Party as original lender.
SSD - NW I Healthcare Properties LP (Units in Vital Healthcare Property Trust/ NZGT )

"PPSA" means the Personal Property Securities Act 1999.
Russ21l
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"PPSR" means the Personal Property Securities Register maintained for the purposes of the
PPSA.
"Receiver" means a receiver, or receiver and manager, appointed by the Secured Party under
this deed.
"Rights" means:
(a) Distributions;
(b) bonus shares, units, debentures or other securities;
(c) options or rights to take up shares, debentures or other securities; and
(d) other rights, money or securities of any nature.
"Secured Money" means all amounts of any nature which the Borrower or Grantor (each
whether alone, or jointly or jointly and severally with any other person)
is, or may at any time
become, liable (whether actually or contingently) to pay or deliver to the Secured Party
(whether alone, or jointly or jointly and severally with any other person), under, pursuant to , or
arising out
of, any Finance Document, and a reference to the Secured Money includes any
part of
it.
"Secured Property" means the property and assets described in paragraphs (c) and (d) of
clause
3.1 and a reference to Secured Property includes any of it.
"Security Interest'' includes a security interest, mortgage, charge, encumbrance, lien, pledge,
finance lease, sale and lease back, sale and repurchase, deferred purchase or title retention
arrangement, flawed asset arrangement, and any other security or arrangement having like
economic effect over any property, assets or revenues.
"Transfer" means, with respect to the Charged Securities or Rights, a transfer duly signed by
the Grantor or,
in the case of any Charged Securities or Rights legally held by some other
person but beneficially
owned by the Grantor, 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 VHPT.
"VHPT" means Vital Healthcare Property Trust (Scheme Number: SCH11214).
1.3
References: Except to the extent that the context otherwise requires, any reference in this
deed
to:
3828001 v4
"constitutional documents" includes any shareholders agreement or joint venture
agreement (however described).
"disposal" includes any sale, assignment, exchange, transfer, con'cession, loan, lease,
surrender, licence, reservation, waiver, compromise, release, dealing, parting with
possessi
on, or the granting of any option, right or interest whatever, or any agreement fo r any
of the same, and "dispose" means to make a disposal, and "acquisition" and "acquire" shall
be construed accordingly.
SSD -NW I Healthcare Properties LP (Units in Vital Healthcare Property TrusU NZGT)

Russ2!I
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"guarantee" includes an indemnity, letter of credit, legally binding letter of comfort, suretyship
and other agreement the economic effect of which
is to provide security or otherwise assume
responsibility for the indebtedness of another person.
"proceeds" includes "proceeds" as defined
in the PPSA.
a "share" includes a share
in any company, whether incorporated in New Zealand or
elsewhere.
"tax" includes any present or future tax, levy, impost, rate, duty, charge, fee, deduction or
withholding
of any nature and whatever called, imposed or levied by a government agency,
and any related interest, penalty, charge, fee or other amount, and "taxation" shall
be
construed accordingly.
"upon demand" means upon demand by notice
in writing signed by or on behalf of the person
making demand.
1.4 PPSA references: The expressions "financing statement", "financing change statement",
"future advance", "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) References to a person include that person's successors, permitted assigns,
executors and administrators (as applicable).·
(c) Unless the context otherwise requires the singular includes the plural and vice versa
and words denoting individuals include
other-persons and vice versa.
(d) 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.
(e) A reference to any document includes reference
to that document as amended,
modified, novated, supplemented, varied or replaced from time
to time.
(f) Except where inconsistent with the context, the expression "at any time" also means
from time to time.
(g) Unless otherwise stated a reference to a clause is to a clause of this deed.
(h)
An Event of Default is continuing unless it has been waived in writing or remedied to
the satisfaction of the Secured Party.
2. PAYMENT
2.1 General: The Grantor shall pay the Secured Money when due in accordance with the Finance
Documents or, if they do not specify a time for payment, immediately upon demand by the
Secured Party.
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Russ21l
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2.2 Receiver's remuneration: All remuneration payable to any Receiver shall be payable by the
Grantor upon demand and shall form part of the Secured Money.
3. SECURITY
3.1 Charging clause: As security for:
(a) the payment or delivery of the Secured Money; and
(b) the performance and observance by the Grantor of all of its obligations to the
Secured Party at any time,
the Grantor:
(c) grants to the Secured Party a first ranking security interest
in its present and future
right, title and interest
in:
(i) the Custodian Account and
all proceeds in relation to it;
(ii) the Charged Securities;
(iii) all proceeds
in relation to any disposal of the Charged Securities; and
(iv) all documents of title relating
to any Charged Securities; and
(d) assigns by way of security to the Secured Party all its present and future right, title
and benefit
in, to and under the Custody Deed.
3.2 Notice to Company: The Secured Party may at any time give notice to VHPT of the Security
Interest created by this deed.
3.3 Secured Party may register: The Secured Party may during the continuance of any Event
of Default and without prejudice to any of its other rights, powers or remedies, cause itself 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 on the terms of this deed,
and for that purpose may complete and present any Transfer for registration or require the
Custodian to transfer any Charged Securities and/or Rights to
it or its nominee.
3.4 Priority: The security granted under this deed has the same priority
in respect of all advances,
including future advances.
3.5 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 Secured Party and delivered to the Grantor
in accordance with
clause 14.
3 .6 Other securities:
(a) This deed
is collateral to each other security and guarantee (whenever executed or
given) which
is at any time held by the Secured Party.
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4

(b) The Secured Party may exercise any of its rights, powers and remedies under this
deed, or under any other security or guarantee, separately or concurrently and
without prior notice
to the Grantor, VHPT or any other person.
(c) Nothing
in this deed shall discharge, abate or prejudice any other Security Interest
or guarantee held by the Secured Party at any time.
3. 7
Further assurance: The Grantor shall deliver to the Secured Party any Transfer, assignment,
Security Interest, instrument, or other deed or document, and shall, subject to clause 3.
3, do
any other thing which the Secured Party reasonably requires to enable
it to:
(a) ensure the Secured Property
is subject to an effective first ranking Security;
(b) perfect the Security Interest intended to
be created by this deed with the priority
required by the Secured Party including, without limitation,
in accordance with the
provisions of the PPSA;
(c) for so long
as any Event of Default is continuing, transfer to, or vest in, the Secured
Party (or any purchaser from the Secured Party or a Receiver), the Secured
Property;
(d) for so long
as any Event of Default is continuing, facilitate the realisation of the
Secured Property;
(e) for
so long as an Event of Default is continuing, exercise all or any of the rights,
powers and remedies conferred
on the Secured Party or a Receiver by this deed or
by law and whether
on enforcement or otherwise; and/or
(f) secure to the Secured Party the full benefit
of the provisions of this deed.
3.8
Completion of documents: Subject to clause 3.3, the Secured Party may fill in any blanks
in any Transfer and may complete in favour of the Secured Party, 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 Grantor.
4. UNITHOLDER RIGHTS AND OBLIGATIONS
4.1 Liability for calls etc: If any call or other amount (a "Call") becomes payable in respect of
any Charged Securities or, where
an Event of Default is continuing, Rights:
3828001 v4
(a) while the Grantor is the beneficial holder of those Charged Securities or Rights, the
Grantor shall pay that Call to VHPT {directly or through the Custodian)
on or before
the due date for payment and promptly confirm to the Secured Party that such
payment has been made; and
{b)
while the Secured Party or its nominee is the holder of those Charged Securities or
Rights {whether directly or through the Custodian), the Grantor shall, upon demand
by the Secured Party, pay
an amount equal to that Call to the Secured Party or, if so
agreed with, or required
by, the Secured Party, to VHPT {directly or through the
Custodian) and, if paid to the Secured Party, the Secured Party shall pay the Call to
VHPT
(directly or through the Custodian).
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4.2 Voting rights: Except where any Event of Default is continuing the Grantor shall be entitled
to exercise or direct the exercise
of all voting rights in respect of the Charged Securities
provided that the Grantor shall not at any time exercise, or refrain from exercising, any voting
rights
in a manner which could reasonably be expected to adversely affect the Security
Interests created by this deed or result
in a change in the terms of issue of any of the Secured
Property. If at any time any Event
of Default is continuing the Grantor will exercise voting
rights solely
in accordance with the written instructions of the Secured Party, if any, save to
the extent those instructions would cause
it to breach any duty or obligation.
4.3 Distributions: The Grantor shall procure that
all Distributions are paid or credited (directly or
by the Custodian, if applicable) to the Collateral Income Account and shall use those amounts
solely
in accordance with the permissions contained in the Facility Agreement.
5. UNDERTAKINGS
5.1 Registration of Transfers: The Grantor shall, if the Secured Party so requests while an Event
of Default
is continuing, upon presentation to VHPT or its registrar for registration of a Transfer
in accordance with the provisions of this deed, take all steps available to the Grantor to procure
registration of that Transfer.
5.2 Negative undertakings: The Grantor shall not:
(a)
Dispos~I: dispose, or permit the disposal, of any Secured Property or agree to do
so except as permitted by the Facility Agreement;
(b) Other security: create or permit to subsist any other Security Interest over any
Secured Property or agree
to do so except with the prior written consent of the
Secured Party;
(c) Prejudice security:
do, or omit to do, anything which could prejudicially affect the
Security Interest created by this deed, render any Secured Property liable to
forfeiture or cancellation;
(d) Name: change its name without first notifying the Secured Party of the new name
not less than
21 days before the change takes effect; or
(e) Place of business or incorporation: relocate its principal place of business or
change its jurisdiction
of incorporation.
6. SECURITY INTEREST ENFORCEABLE
6.1 When security enforceable: The Security Interests created by this deed shall be enforceable
at any time
an Event of Default is continuing.
7. SECURED PARTY MAY REMEDY BREACH
7.1 Right to remedy breach: If the Grantor fails to comply with any obligation under this deed
the Secured Party may (without prejudice to its 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 Security Interests created by this deed.
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7.2 Reimbursement of expenditure incurred: The Granter shall reimburse the Secured Party,
upon demand, for
all expenditure incurred by the Secured Party under clause 7.1 (including
all reasonable legal costs
as between solicitor and client), together with interest on those
amounts calculated at a rate determined by the Secured Party to
be the applicable default
interest rate under the Finance Documents
on a daily basis from the date upon which such
expenditure
is incurred until it is reimbursed by the Granter and, until reimbursed, the amount
and interest
on the amount shall form part of the Secured Money.
8. ENFORCEMENT BY SECURED PARTY
8.1 Powers on enforcement: At any time any Event of Default is continuing the Secured Party
may (without
it being necessary to give any prior notice to the Granter, and without prejudice
to any other rights, powers or remedies
it may have under this deed or by law) do any or all of
the following:
(a) declare the Secured Money to
be due and payable, whereupon it shall immediately
become due and payable;
(b) take possession
of the Secured Property;
(c) if any Secured Money
is then due and payable (whether by reason of acceleration
or otherwise), sell or dispose of the Secured Property
in such manner and on such
terms as the Secured Party 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 (other
than where such loss
is caused by its gross negligence or wilful default) and to
transfer the Secured Property free from adverse interests;
and
(d) whether or not a Receiver has been appointed, exercise any of the powers of a
Receiver, or which a person would have if appointed as a Receiver under this deed.
9. APPOINTMENT OF RECEIVER
9.1 Power to appoint Receiver: The Secured Party may (whether or not the Secured Party has
exercised any of its powers under clause 8.1
):
(a) at any time any Event of Default is continuing; or
(b) at the Grantor's written request,
appoint
in writing any person or persons (whether an officer of the Secured Party or the Granter
or not) to
be Receiver of all or any of the Secured Property. A Receiver shall be the agent of
the Granter, and the Granter alone shall
be responsible for the acts and defaults of the
Receiver. The Secured Party may remove any Receiver and may appoint a new Receiver
in
place of a Receiver who has been removed, retired or died, or in addition to a Receiver already
appointed.
9.2 Powers of Receiver:
In addition to, and without limiting or 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 sell or otherwise dispose
of the Secured Property and
to
do all other things in relation to the Secured Property as if the Receiver had absolute
ownership of the Secured Property.
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9.3 Remuneration of Receiver: The Secured Party may fix the remuneration of a Receiver at an
amount, or on a basis, agreed with the Receiver or, failing agreement, as determined by the
Secured Party.
10. APPLICATION OF PROCEEDS
10.1 Distribution: All amounts received by the Secured Party or a Receiver, whether
in the
exercise
of their powers or otherwise, shall (subject to the claims of all secured and unsecured
creditors (if any) ranking
in priority to the security created by this deed) be applied:
(a) first,
in payment of all costs, charges and expenses (including tax and legal costs as
between solicitor and client and the remuneration of the Receiver) of and incidental
to the exercise of the powers·
of the Secured Party or Receiver;
(b) secondly,
in payment to the Secured Party of the Secured Money in such manner
and order as the Secured Party determines; and
(c) lastly,
in payment of any surplus to the Grantor or other person or persons entitled
to
it.
10.2 Appropriation: All amounts received by the Secured Party under this deed shall be
appropriated as between principal, interest and other amounts in such manner as the Secured
Party determines, notwithstanding any rule
of law, any purported appropriation made by the
Grantor or any other person, or any other matter or circumstance.
10.3 Money actually received:
In applying any money toward satisfaction of the Secured Money
the Grantor will
be credited only with the money available for that purpose which is actually
received by the Secured Party. The credit will date from the time of receipt.
10.4 Contingent liabilities: If any Secured Money
is contingently owing or not yet owing at the
time any application of money
is made under clause 10.1, the Secured Party may deposit a
sum not exceedi
ng that amount in an interest-bearing deposit account, on such terms and
conditions
as the Secured Party thinks fit with any person (including the Secured Party or any
of
its related entities) until that amount ceases to be contingently owing or becomes actually
payable. At that time the Secured Party may retain for its own account the amount which
is
then actually payable to it and deal with any balance in accordance with clause 10.1.
11. PROTECTION
OF PERSONS DEALING WITH SECURED PARTY OR RECEIVER
11.1 Purchaser or other person: No purchaser or other person dealing with the Secured Party or
a Receiver, or with any agent or attorney of the Secured Party or a Receiver, shall
be
concerned:
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(a) to enquire:
(i) whether the Security Interests created by this deed have become
enforceable;
(ii) whether a Receiver has been properly appointed;
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(iii) whether the powers which the Secured Party or a Receiver, agent or
attorney,
as the case may be, is exercising or purporting to exercise have
become exercisable;
(iv)
as to the necessity for, or the expediency of, the stipulations or conditions
subject to which any sale or disposal
is made; or
(v) otherwise
as to the propriety or regularity of any disposal, calling in,
collection or conversion of any money or asset or any other matter in
connection with the exercise of any of the powers of the Secured Party or
any Receiver; or
(b) to see to the application of any amount paid
to or received by the Secured Party or
a Receiver, agent or attorney,
as the case may be.
11.2 Damages the only remedy: The remedy of the Grantor in respect of any actionable
impropriety or irregularity
in the exercise, or purported exercise, of any rights, powers or
remedies by the Secured Party or a Receiver, agent or attorney,
as the case may be, shall be
in damages only.
12. PROTECTION
OF SECURED PARTY AND RECEIVER
12.1 Proceeds of sale: If the Secured Party or a Receiver sells any Secured Property pursuant to
this deed or otherwise, the Secured Party and the Receiver shall
be accountable only for any
purchase money which they actually receive.
12.2 Entry into possession: If the Secured Party or a Receiver 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 otherwise be held
liable for; and
(b)
it may at any time give up possession of any Secured Property.
12.3 No liability: Neither Secured Party nor a Receiver shall
be accountable for any losses which
may occur
in, or as a result of, the exercise, purported exercise or non-exercise of any of the
Secured Party's or the Receiver's rights, powers or remedies, and any such losses which are
borne by the Secured Party or the Receiver shall form part of the Secured Money.
12.4 Indemnity: Each of the Secured Party and the Receiver shall
be entitled to be indemnified
out of the revenue from, or proceeds
of sale of, the Secured Property against all costs, losses,
expenses or liabilities sustained or incurred
in the exercise, purported exercise or non-exercise
of the Secured Party's or the Receiver's rights, powers and remedies, including any cost, loss,
expense or liability consequent upon any mistake or error of judgment.
13. ATTORNEY
13.1 Appointment: For the purpose of enabling the Secured Party to obtain the full benefit of this
deed, the Grantor irrevocably appoints the Secured Party and every officer
of the Secured
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Party, individually, to be the attorney of the Grantor ("Attorney") for the following purposes, at
any time any Event of Default
is continuing:
(a)
to do anything which the Grantor is obliged to do under the provisions of this deed
or which,
in the Attorney's opinion, is necessary to give effect to any right, power or
remedy conferred
on the Secured Party or a Receiver by this deed or by law or
otherwise and which has not been done by the Grantor within a reasonable period
(having regard
to all of the circum_stances existing at that time) after being requested
to do so by the Secured Party;
(b)
to receive any Distributions paid or made in respect of the Charged Securities or
Rights;
(c)
to sign any Transfer, and to transfer, any Secured Property to any person either on
a sale thereof or to hold the same for the Secured Party or otherwise;
(d)
to provide instructions to the Custodian;
(e)
to appoint any person nominated by the Secured Party as the proxy or other
representative
of the Grantor to vote at any meeting of VHPT;
(f)
to attend and vote at any meeting of VHPT;
(g)
to sign any written resolution of unitholders of VHPT in such manner and for such
purpose
as the Secured Party may from time to time determine;
(h)
to commence, prosecute, settle and compromise actions or proceedings relating to
any Secured Property; and
(i)
to exercise any other rights, powers or remedies which the Grantor may have as the
holder, owner or beneficiary of any Secured Property.
13.2
Authority to Company: The production of this deed by the Secured Party shall be sufficient
authority for VHPT and the Custodian to recognise the Secured Party, or any Attorney,
as
entitled to exercise all of the powers referred to in clause 13.1, and, as between the Secured
Party, or any Attorney,
on the one hand and VHPT (or, as the context requires, the Custodian)
on the other hand, VHPT (or, as the context requires, the Custodian) shall not be bound or
entitled to enquire if any Event of Default has occurred or
is continuing or if any of the powers
referred to
in clause 13.1 have become exercisable.
13.3
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.
13.4
Ratification: The Grantor hereby ratifies anything done by the Attorney or a delegate of the
Attorney
in accordance with this clause 13.
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14. RELEASE AND REINSTATEMENT
14.1 Release: The Granter shall not be entitled to be released from its obligations and liabilities
under this deed nor to have any Secured Property released from this deed, unless the Secured
Party (in its sole discretion)
is satisfied that:
(a) the Granter has
no outstanding obligations (present or future, actual or contingent)
to the Secured Party under or in connection with any Finance Document; and
(b) no payment received, or to
be received, by it may be avoided, or required to be
repaid by it, under any law relating to insolvency or otherwise.
14.2
Reinstatement: If any payment received or recovered by the Secured Party, a Receiver or
any other person on behalf
of the Secured Party 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
Granter under
this deed or any other security granted in favour of the Secured Party;
(b) the Secured Party and the Granter 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
(c) the Secured Party shall be entitled to exercise all rights which
it would have been
entitled to exercise if such payment had not been received or recovered,
notwithstanding that the Secured Party may have signed a release pursuant to clause 14.
1.
15. PPSA RIGHTS
15.1 No consent or subordination: Nothing in this deed shall be construed as:
(a)
an agreement to subordinate any Security Interest created by this deed in favour of
any person; or
(b) a consent by the Secured Party 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.
15.2
PPSA verification statement: The Granter waives the right to receive a copy of the
verification statement confirmi
ng registration of a financing statement or financing change
statement relating to the Security Interests created by this deed.
15.3
Contracting out of PPSA rights: The Granter:
(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; and
(b) waives its right
to:
(i) receive a statement of account under section 116 of the PPSA;
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(ii) receive notice of the Secured Party's proposal to retain personal property
under section 120(2)
of the PPSA; and
(iii) object
to the Secured Party's proposal to retain any Secured Property
under section
121 of the PPSA.
16. ASSIGNMENT
16.1 Deed binding: This deed
is binding on, and is for the benefit of, the parties and their
respective successors, permitted assigns and transferees.
16.2 Grantor may not assign: The Granter may not assign or transfer any of its rights or
obligations under this deed without the prior written consent of the Secured Party.
16.3 Secured Party may assign and transfer: The Secured Party may assign and/or novate all
or part of its rights or obligations under this deed
in accordance with clause 22.1 (Assignments
and novations
by the Lender) of the Facility Agreement. ,
17. GENERAL
17.1 Amendments: This deed may only be amended or varied by the written agreement of the
parties.
17.2 Partial invalidity: If at any time any provision of this deed
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 remaining provisions
of this deed
nor shall the legality, validity or enforceability of any of those provisions (or,
as the case may
be, the remaining provisions) under the law of any other jurisdiction be in any way affected or
impaired thereby.
17.3 Waivers:
(a)
No term of this deed may be waived except by the Secured Party in writing.
(b) Time shall
be of the essence in respect of performance by the Grantor of its
obligations under this deed, but
no failure on the part of the Secured Party to
exercise, and
no delay on its part in exercising, any right, power or remedy under
this deed or any other document relating to any Secured Money shall operate as a
waiver thereof, nor shall any single or parti
al exercise of any right, power or remedy
preclude any other or further exercise thereof or the exercise of any other right,
power or remedy of the Secur
ed Party.
17
.4 Remedies not exclusive: The rights, powers and remedies provided in this deed are in
addition to, and not exclusive of, any rights, powers or remedies provided by law.
17.5 Indemnities: Each of the indemnity obligations
of the Grantor under this deed shall constitute
a continuing obligation, separate and independent from i
ts other obligations under this deed
and shall survive payment of the Secured Money and termination or release of this deed.
17.6 Enforcement:
It shall not be necessary for the Secured Party to incur any expense or make
any payment before enforcing any of the Secured Party's rights
in respect of any obligation of
the Granter under this deed.
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17.7 No merger or marshalling: The Secured Party's right to payment of any Secured Money
(including under any negotiable instrument or any other agreement or arrangement) shall not
merge
in the Grantor's obligation to pay that Secured Money under this deed. The Secured
Party has
no duty to marshal! in favour of the Granter or any other person.
17.8 Conflict of provisions:
In the event of conflict between a provision of this deed and a
provision of any
oth·er Finance Document (in the sense that it is impossible to comply with
both), the Secured Party may,
in its sole and absolute discretion, determine which shall prevail.
17.9 Payments on demand: For the avoidance of doubt, all amounts payable to the Secured Party
under this deed (including, but not limited
to, all costs and all amounts payable under any
indemnity) shall
be payable by the Granter upon demand (provided that no demand is necessary
for
the purposes of clause 2.1) and form part of the Secured Money.
17.10 Certificates: A certificate of the Secured Party as to any amount or fact which might reasonably
be expected to be within the Secured Party's knowledge shall be prima facie evidence of such
amount or fact.
17.11 Consents: The Secured Party may give or withhold any approval or consent under this deed
conditionally or unconditionally and
in its absolute discretion.
17.12 Moratorium legislation: To the fullest extent permitted by law, all legislation which at any
time directly or indirectly:
(a) lessens, varies or affects
in favour of the Granter any obligation under this deed; or
(b) delays, prevents or prejudicially affects the exercise by the Secured Party
of any
right, power or remedy conferred by this deed,
is excluded from this deed.
18. LIABILITY NOT PREJUDICED
18.1 Liability not prejudiced: Neither the liability of the Granter, nor any of the rights of the
Secured Party, under this deed shall
be affected or discharged by anything which, but for this
clause
18.1, might operate to affect or discharge the liability of, or otherwise provide a defence
to , the Granter (whether or not known to the Granter, the Secured Party or any other person).
19. DELIVERY
19.1 Delivery by the Grantor: For the purposes of section 9 of the Property Law Act 2007, and
without limiting any other mode of delivery,
this deed will be delivered by the Granter
immediately
on the earlier of:
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(a) physical delivery of an original of this deed, executed by the Granter, into the custody
of the Secured Party or the Secured Party's solicitors; or
(b) transmission by the Granter or its solicitors of a facsimile, photocopied or scanned
copy of
an original of this deed, executed by the Granter, to the Secured Party or the
Secured Party's solicitors.
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20. COUNTERPARTS
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20.1 Counterparts: This deed may be signed in any number of counterparts, all of which will
together constitute one and the same instrument. The parties may execute this deed by
signing any such counterpart.
21. GOVERNING LAW
21.1 Governing law: This deed shall be governed by, and construed in accordance with, the laws
of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New
Zealand.
22. JURISDICTION
22.1 Submission to jurisdiction: The Granter agrees that any legal action or proceedings arising
out of or
in connection with this deed ("proceedings") may be brought in the courts of New
Zealand and irrevocably submits
to the non-exclusive jurisdiction of those courts.
22.2 Non-exclusive jurisdiction: Nothing contained
in this clause shall limit the right of the
Secured Party to take proceedings against the Granter
in any other court of competent
jurisdiction, nor will the taking of proceedings
in one or more jurisdiction preclude the taking of
proceedings
in any other jurisdiction, whether concurrently or not.
22.3 Waiver of objection: The Granter irrevocably waives any objection which it may have at any
time to such courts being nominated
as the forum to hear and determine any proceedings,
and to settle any disputes, which may arise out of or
in connection with this deed, and any
claim that any such court
is not a convenient or appropriate forum.
22.4 Process agent: For the purpose of this clause
22 the Granter irrevocably appoints Northwest
NZ Finance Holdings Limited
as its agent for the service of process in relation to any
proceedings
in New Zealand.
22.5 Service of process: The Granter irrevocably agrees that any writ, judgment or other notice
of process will be sufficiently and effectively served
on it in connection with proceedings in
New Zealand if addressed to Northwest NZ Finance Holdings Limited and delivered to it at its
address designated for the purposes
of this deed ( currently Level 16 AIG Building, 41
Shortland Street, Auckland, 1010, New Zealand; Attention: Stuart Harrison) or if served in any
other manner permitted by law.
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EXECUTED AS A DEED
NWI HEAL TH CARE PROPERTIES LP
By its general partner NWI Healthcare
Properties GP Inc.:
Authorised Representative
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For and on behalf of AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED
(ABN:
11 005 357 522)
By its attorney:
l£ON(5 ~HOO
Name of Attorney
In the presence of:
u~
Signature of witness
Name of witness
Soucx,012.
Occupation
City/town of residence
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Signature of Attorney
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