3672 NEW ZEALAND GAZETTE No. 175

1.4.1 any amounts appearing on an invoice, the date of which falls during that period, which remains unpaid 22 days after the last day of such period, shall be disregarded;

1.4.2 any penalty interest paid by the Service Operator for late payment shall be disregarded;

1.4.3 where there is a dispute with respect to the accuracy of an invoice which is resolved in the Service Operator’s favour resulting in a refund to the Service Operator, such refund shall be subtracted from the total expenditure by the Service Operator on Telecom Group Services for the year (commencing on 1 April and ending on 31 March) during which the dispute is resolved;

1.4.4 where the charges for the Telecom Group Services should have been included within earlier invoices and were inadvertently omitted, such charges shall be included in the total expenditure by the Service Operator on Telecom Group Services in the year (commencing on 1 April and ending on 31 March) during which such charges are invoiced;

1.4.5 where the Service Operator is credited with a rebate under this Item 5 of this Schedule or any other rebate in respect of Telecom Group Services, such rebate shall be subtracted from the total expenditure by the Service Operator on the Telecom Group Services for the year (commencing on 1 April and ending on 31 March) during which the rebate is credited.

SCHEDULE K

GUARANTEE

ITEM 1—GUARANTOR—NAMES AND DESCRIPTIONS

ITEM 2—GUARANTEE COVENANTS

In consideration of Telecom at the request of the Guarantor entering into this Agreement with the Service Operator, the Guarantor covenants and agrees with Telecom that:

1.1 the Guarantor guarantees to Telecom that the Guarantor will be with the Service Operator jointly and severally liable to Telecom for the due payment of all moneys to be paid by the Service Operator under this Agreement and to the due performance and observance by the Service Operator of all the covenants terms and conditions of this Agreement on the part of the Service Operator to be performed and observed;

1.2 the Guarantor will indemnify Telecom and agrees at all times hereafter to keep Telecom indemnified from and against all losses and expenses which Telecom may suffer or incur in consequence of any breach or non-observance of any of the covenants terms and conditions of this Agreement on the part of the Service Operator to be performed or observed and the Guarantor agrees that the Guarantor shall remain liable to Telecom under this indemnity notwithstanding that as a consequence of such breach or non-observance Telecom has exercised any of its rights under this Agreement and notwithstanding that the Service Operator may be wound up or dissolved or (being a natural person) may be declared bankrupt or insolvent and notwithstanding that the guarantee given by the Guarantor may for any reason whatsoever be unenforceable either in whole or in part;

1.3 on any default or failure by the Service Operator to observe and perform any of the covenants terms and conditions of this Agreement the Guarantor will forthwith on demand by Telecom pay the moneys payable pursuant to this Agreement and make good to Telecom all losses and expenses sustained or incurred by Telecom by reason or in consequence of any such default or failure by the Service Operator in the payment of moneys payable pursuant to this Agreement or in performing or observing any of the covenants terms and conditions of this Agreement without the necessity of any prior demand having been made on the Service Operator;

1.4 the liability of the Guarantor under this guarantee and indemnity shall not be affected by the granting of time or any other indulgence to the Service Operator or by the compounding compromise release abandonment waiver variation or renewal of any of the rights of Telecom against the Service Operator or by any neglect or omission to enforce such rights or by any other thing which under the law relating to sureties would or might but for this provision release the Guarantor in whole or in part from this obligation under this guarantee;

1.5 notwithstanding that as between the Guarantor and the Service Operator the Guarantor may be a surety only nevertheless as between the Guarantor and Telecom the Guarantor shall be deemed to be a principal debtor jointly and severally with the Service Operator;

1.6 to the fullest extent permitted by law the Guarantor hereby waives such of the rights of the Guarantor as surety or indemnifier (legal equitable statutory or otherwise) which may at any time be inconsistent with any of the provisions of this guarantee and indemnity;

1.7 the covenants and agreements made or given by the Guarantor shall not be conditional or contingent in any way or dependent upon the validity of enforceability of the covenants and agreements of any other person and shall be and remain binding notwithstanding that any other person shall not have executed or duly executed this Agreement or this guarantee and indemnity;

1.8 the obligations of the Guarantor under this guarantee and indemnity shall continue to remain in force until moneys payable pursuant to this Agreement shall have been paid and until all other obligations and indemnities shall have been performed observed and satisfied and such obligations shall not be reduced or affected by any termination of this Agreement or the death insolvency liquidation or dissolution of the Service Operator or the Guarantor or any of them.

SCHEDULE L

LIST OF SCHEDULES TO THIS AGREEMENT (Clause 1.38)

SCHEDULE A—List of Telecom ROCs

SCHEDULE B—Terms and Conditions of Interconnection

SCHEDULE C—Reference Schedule

SCHEDULE D—Service Operator’s Network Service