1 MARCH

NEW ZEALAND GAZETTE

Member is in default of its obligations to LCH which has not been remedied or in the reasonable opinion of any party there is an event of Force Majeure within the meaning of Regulation 19 of the LCH Regulations then a party which is aware of or believes there is such a default or event shall immediately and before the Agreed Time notify the other parties.

7.6 Upon the provision of a notice under clause 7.5, unless otherwise agreed in writing between the parties:

(a) any Agreed Time shall have no effect and shall be deemed to have been cancelled and not agreed to; and

(b) the provisions of sub-clauses 7.1, 7.2, 7.3 and 7.4 shall not take effect; and

(c) any moneys paid to the Escrow Agent pursuant to this Deed may be withdrawn by LCH and any property or commodity delivered by LCH pursuant to clause 7.2 shall be returned to LCH.

7.7 As soon as practicable after circumstances giving rise to the application of clause 7.6 the parties shall agree a further Agreed Time for the purposes of the fulfillment of the provisions of this Deed.

8. INDEPENDENT AUDIT

8.1 LCH agrees to the appointment by SFECH of an independent auditor to conduct such checks as are necessary to ensure that LCH has complied with its obligations under clause 5. LCH shall co-operate fully with the independent auditor. If that auditor shall detect any unintentional error of LCH, LCH shall promptly rectify the same, in which event such error shall not be regarded (for the purpose of this Deed) as a failure by LCH to comply with its obligation under clause 5. The reasonable fees of the independent auditor will be shared equally by LCH and SFECH. The parties acknowledge that in acting pursuant to this clause 8.1 the independent auditor shall be acting as an expert and not as an arbitrator, and the determination shall, in the absence of manifest error be final and conclusively binding on the parties.

9. TERMINATION OF APPOINTMENT AND AGREEMENTS

It is agreed that:

(a) LCH’s appointment as clearing house for the Market, and its obligations under the Clearing Agreement shall be terminated at the Agreed Time; and

(b) all of LCH’s obligations under the Clearing Agreement and the Novation Agreement and the Ticket Service Agreement and the Information Disclosure Agreement shall terminate and those agreements shall otherwise be terminated at the Agreed Time.

10. MISCELLANEOUS

10.1 Notices

All notices and other communications provided for or permitted in this Deed shall be sent by hand delivery or by facsimile transmission to the addresses of each party, as shown in the description of the parties in this Deed, or to such other address or person as any party may specify by notice in writing to the other parties. All such notices or other communications shall be deemed to have been duly given or made when delivered by hand, if so delivered, when answer-back received and, if sent by facsimile transmissions, when receipt acknowledged.

10.2 Entire Agreement

This Deed constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and extinguishes all prior agreements and understandings between the parties with respect to the matters covered hereby and all representations or warranties previously given.

10.3 Amendments

This Deed may not be amended modified or supplemented except by a written instrument executed by persons duly authorised on behalf of the parties.

10.4 Waiver

No waiver by either party of any default in the strict and literal performance of or compliance with any provision, condition or requirement herein shall be deemed to be a waiver of strict and literal performance of and compliance with any other provision, condition or requirement herein nor to be a waiver of or in any manner release either party from strict compliance with any provision, condition or requirement in the future nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

10.5 Execution by the Exchange

The parties acknowledge that the Exchange signs this Deed:

(a) on its behalf, and so as to bind itself; and

(b) as agent for, and so as to bind, the Clearing Members.

The Exchange warrants that it has authority to sign this Deed as agent for and so as to bind the Clearing Members.

10.6 Acknowledgment

As agent for Clearing Members the Exchange acknowledges that no Clearing Member will take any action against LCH as a result of the payments made by LCH to SFECH in accordance with this Deed.

10.7 Indemnity

SFECH indemnifies LCH with respect to any liability which it may suffer as a result of any breach of The Futures Industry (Client Funds) Regulations 1990 of New Zealand arising from the performance of its obligations pursuant to this Deed.

10.8 Governing Law

This agreement is governed by the law of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand in respect of any proceedings in connection with this agreement.

EXECUTED by the parties as a deed

THE COMMON SEAL of NEW ZEALAND FUTURES & OPTIONS EXCHANGE LIMITED is affixed by authority of its Board in the presence of:

Director

................................................
Name of Director (print)

Secretary

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Name of Secretary (print)

THE COMMON SEAL of SYDNEY FUTURES EXCHANGE CLEARING HOUSE PTY LIMITED ACN 050 615 864 is affixed by authority of its Board in the presence of:

Director

................................................
Name of Director (print)

Secretary

................................................
Name of Secretary (print)

SIGNED for and on behalf of THE LONDON