4348 NEW ZEALAND GAZETTE, No. 177 22 DECEMBER 2010

material revocations or modifications to any such consent and there has been no material default in compliance with the terms of any such consent;

(f) No immunity: neither it nor any material part of its assets has any immunity from suit or attachment; and

(g) Solvency: it satisfies the solvency test within the meaning of section 4 of the Companies Act 2003.

9.2 Undertakings: Each Party undertakes to the other that, for so long as any of the Transactions remain to be performed:

(a) Notice: it will promptly notify the other Party in writing if it becomes aware of any Change of Control that has occurred in relation to it; and

(b) Further assurances: use its reasonable commercial endeavours to enter all documents, provide all information and do all other things that need to be done from time to time in order to give effect to the VAS Transaction in accordance with the Transaction Documents.

10. DISPUTE RESOLUTION

10.1 Meeting of Parties: If any dispute arises between the parties out of or in connection with the Transaction Documents or any Transaction ("Dispute"), either Party may, by written notice to the other Party, summon a meeting of the parties, as follows:

(a) The Party claiming a Dispute shall, in its written notice to the other Party, designate as its representative to attend the meeting(s) a person with authority to settle the Dispute.

(b) The Party who receives such written notice shall give notice to the other Party in writing within five Business Days of receipt designating as its representative to attend the meeting(s) a person with similar authority.

(c) The persons designated as authorised representatives shall meet promptly as many times as necessary to discuss the matter and to resolve or settle the Dispute quickly, fairly and in good faith.

10.2 Mediation: If the Dispute is not resolved by the authorised representatives within 15 Business Days of a written notice first being given by one Party to the other, the Dispute may be referred to the mediation of a single mediator. The referral to mediation shall be commenced by a Party serving written notice on the other Party stating in full the subject matter and details of the Dispute, and requiring the Dispute to be referred to a mediator to be appointed by agreement between the Parties. Failing agreement within five Business Days after, and exclusive of, the date of service of the written notice, the mediator shall be appointed at the request of a Party by the chairperson or any other office holder for the time being of the New Zealand chapter of LEADR, or the nominee of such chairperson or other office holder. The guidelines which shall govern the mediation shall be set by the Parties. Failing agreement on the guidelines within five Business Days after the appointment of the mediator, a Party may request the mediator to set the guidelines which shall govern the mediation. The parties agree to then submit to the mediation and to act in good faith in that mediation in attempting to resolve the Dispute.

10.3 Arbitration: If no agreement is reached within 15 Business Days from the date of appointment of the mediator, either Party shall be entitled, by notice in writing to the