(d)

Any dividend to which the Excluded Creditors are entitled to be paid pursuant to clause 7.2.

6.2

GBI shall pay to the Administrator, on behalf of the Company, the Deed Contributions on or before the Due Date.

6.3

The Administrator’s Fund, including and Deed Contributions, shall not be refundable to GBI, the Directors, or any third party, and is not held on trust for such parties.

7

DISTRIBUTION TO CREDITORS

7.1

The Administrator’s Fund is to be distributed in the following order of priority:

(a)

Firstly, in payment of the Administrator’s remuneration, expenses and liabilities arising from the Voluntary Administration of the Company;

(b)

Secondly, in payment of the Administrator’s remuneration, expenses and liabilities arising from the Administration of this Deed;

(c)

Thirdly, in payment of Employee Claims;

(d)

Fourthly, in payment of the claims of any Participating Creditors in the order of priority set out in section 556 of the Act as if references to the winding up of the Company were references to the administration of this Deed.

7.2

Pursuant to section 444DA of the Act, for the purposes of the application by the Administrator of the Administrator’s Fund, any eligible Employee Claims will be entitled to a priority at least equal to that which they would have been entitled to if the Administrator’s Fund were applied in accordance with sections 556, 560 and 561 of the Act.

8

MAKING CLAIMS AND HOLDING MEETINGS

8.1

Subdivisions A, B, C and E of Division 6 of Part 5.6 of the Act and regulations 5.6.11 to 5.6.57 inclusive and 5.6.63 to 5.6.70 inclusive of the regulations apply to Claims made under this Deed and any creditors’ meetings convened for the purposes of this Deed, with such modifications as are necessary as if the references to the liquidator were references to the Administrator and as if references to the relevant date contained therein were references to the Fixed Date.

9

DISCHARGE AND RELEASE

9.1

Subject to clause 9.2 all Creditors whose Claims are admissible under this Deed must accept the terms of this Deed and their entitlements to a dividend under this Deed in full and final satisfaction of all Claims, such that upon the payment by the Administrator of a final dividend under this Deed, those Claims are discharged.

9.2

Notwithstanding clause 9.1 Excluded Creditors’ Claims are not discharged by this Deed.

9.3

The Listed Excluded Creditors warrant and undertake to the Administrator that no Excluded Creditor will make any Claim for any dividend under this Deed, including any Employee Claim or Claim for subrogation or otherwise as a result of discharging, under a guarantee or otherwise, any liability of the Company, or pursuant to section 560 of the Act.

10

MORATORIUM

10.1

Whilst this Deed remains on foot a moratorium exists on the enforcement of all Claims and the terms of this Deed may be pleaded by the Company as a bar to any