Account Code means a code number allocated to entries in the General Ledger as a means of classifying accounting entries under the headings “assets”, “liabilities”, and “off-balance sheet items”

Act means the Westpac New Zealand Act 2011

Cost Centre means a combination of 6 characters allocated in the General Ledger to a business unit or part of a business unit in Westpac Banking Corporation, or one or more of its subsidiary or associated companies, within which accounting entries are grouped according to Account Codes

Customer Relationship means, in relation to a customer,—

• (a) the relationship (including all legal incidents of that relationship) between Westpac Banking Corporation and a customer that has been, is, or may in the future be liable, or owed an obligation, in respect of a Financial Asset, Financial Liability, Off-Balance Sheet Account, or Undrawn Commitment, or that otherwise acquires, has acquired, or may in the future acquire a service related to any of the aforementioned; and

• (b) any relationship (including all legal incidents of any such relationship) between Westpac Banking Corporation and any other person that relates to the relationship between Westpac Banking Corporation and the customer referred to in paragraph (a), including any relationship as facility agent, security agent or security trustee in respect of any person; and

• (c) all contracts, instruments, documents, and information relating to any of the relationships referred to in paragraphs (a) and (b), including security interests, negative pledges, insurance contracts, valuations, solicitors’ certificates, directors’ certificates, priority agreements, application forms, customer or guarantor information, mandates, account opening authorities, consents, authorisations, credit approvals, correspondence and diary notes

Employment Agreements means the employment agreements for the staff listed on Westpac Banking Corporation’s register as “employees transferring to Westpac New Zealand as at the Appointed Day”

Financial Assets means the loans and other assets which are recorded against Account Codes 100000 to 189999 within the Institutional Banking Cost Centres including—

• (a) term loans, on demand loans and overdrafts together with all accrued interest receivable in respect of such loans and overdrafts; and

• (b) provisions for impairment losses on loans; and

• (c) trading securities (including NZ Government Stock and NZ Treasury Bills) which are recorded as “Trading Securities”

Financial Liabilities means the deposits and other liabilities which are recorded against Account Codes 200000 to 287999 within the Institutional Banking Cost Centres including—

• (a) term deposits; and

• (b) call deposits; and

• (c) business current accounts; and

• (d) transactional accounts,

together with all accrued interest payable in respect of such deposits and other liabilities

General Ledger means the record of accounting entries relating to Westpac Banking Corporation and its subsidiary and associated companies contained on Westpac Banking Corporation's general ledger system

Institutional Banking means:

• (a) the assets, liabilities, and off-balance sheet items which are recorded against Account Codes within the Institutional Banking Cost Centres; and

• (b) the financial services provided by the New Zealand branch of Westpac Banking Corporation to customers relating to those assets, liabilities, and off-balance sheet items; and

• (c) all Customer Relationships associated with the assets, liabilities, off-balance sheet items and financial services referred to in paragraphs (a) and (b)

Institutional Banking Cost Centres means the following Cost Centres:

• (a) Cost Centre 283616 (Customer Lending); and

• (b) Cost Centre 292663 (Structured Customer Lending); and

• (c) Cost Centre 292615 (Debt Capital Markets Management); and

• (d) Cost Centre 292665 (Loan Syndication and Agency); and

• (e) Cost Centre 283700 (Global Transactional Services – WIB Transactional Banking); and

• (f) Cost Centre 232051 (Global Transactional Services – WIB Transactional Banking); and

• (g) Cost Centre 234960 (Corporate Institutional Banking); and

• (h) Cost Centre 283624 (Corporate Institutional Banking); and

• (i) Cost Centre 292613 (Corporate Advisory); and

• (j) Cost Centre 283670 (International Business – Customer Foreign Currency Accounts)

Intellectual Property Rights means all patents, designs, copyright, know-how, trade secrets, and other intellectual or industrial property rights of any kind that relate exclusively to Institutional Banking, but excluding trade marks, service marks, and domain names

Inward Allocation means any financial accommodation which is provided by the New Zealand branch of Westpac Banking Corporation for a customer, where the primary relationship for that customer or that customer's corporate group is managed by Westpac Banking Corporation other than through the New Zealand branch of Westpac Banking Corporation

Off-Balance Sheet Accounts means contingent liabilities and assets, statistical and memorandum accounts and full time equivalent statistics which are recorded against Account Codes 900000 to 999999 within the Institutional Banking Cost Centres

Personal Property means all personal property, whether or not referred to in Westpac Banking Corporation’s fixed asset register—

• (a) which is used by the New Zealand branch of Westpac Banking Corporation in providing Institutional Banking services; and

• (b) which is recorded against Account Codes 100000 to 189999 within the Institutional Banking Cost Centres

Specified Time means 12.01 am on the Appointed Day

Undrawn Commitment means any undrawn commitment (whether subject to acceptance, or satisfaction of condition or not) which, if drawn at the Specified Time, would have comprised a Financial Asset

Vested Contracts means all contracts referred to in Westpac Banking Corporation’s contract register as “contracts to vest in Westpac New Zealand as at the Appointed Day”

Vested Litigation means all claims, actions, arbitrations, proceedings, decisions and judgments that are referred to in Westpac Banking Corporation's litigation register as “litigation to vest in Westpac New Zealand as at the Appointed Day” unless they are referred to as “not vesting” in Westpac Banking Corporation's litigation register.