5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2617

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10.9 Payments under Contracts: The Purchaser shall be entitled to receive and retain amounts payable by Counterparties insofar as those amounts relate to the performance after the Settlement Time of Assumed Obligations, and the Vendor shall be entitled to receive and retain amounts payable by Counterparties insofar as those amounts relate to the performance of obligations under Commercial Contracts before the Settlement Time, or to the performance of Retained Obligations. The parties shall, except insofar as the matter is dealt with under clause 7.2, make such payments between themselves as are necessary to give effect to the preceding sentence. Each party shall provide to the other such information as is necessary to enable the other party to calculate the amounts payable under this clause. The parties shall use reasonable endeavours to ensure that the amount of each payment to be made under this clause is determined as quickly as possible.

10.10 Counterparty Obligations and Variation: The Vendor shall when requested by the Purchaser take such steps as the Purchaser may request to enforce Counterparty Obligations (including correspondence and negotiations with Counterparties and litigation with Counterparties). The parties shall co-operate with each other to the fullest extent to ensure that Counterparty Obligations are performed by Counterparties, and enforced if not performed. The Purchaser shall pay the Vendor’s reasonable costs of taking steps requested by the Purchaser under this clause, and shall indemnify the Vendor against any liability incurred in taking any such steps. The Vendor shall not agree to any amendment or variation to, or waiver of, a provision of a Split Contract that corresponds to a Purchaser Provision without the prior consent of the Purchaser. This clause shall only apply to an Assigned Contract if and until the benefit of that Assigned Contract is assigned to the Purchaser under clause 10.2, or a document in terms of clause 10.4 is entered into in respect of that Assigned Contract, and shall cease to apply to a Split Contract if and when the relevant Agreed Form Contract(s) is entered into.

10.11 Mutual Indemnity: The Purchaser shall indemnify the Vendor against all claims, liabilities and expenses which arise by reason of failure by the Purchaser after the Settlement Time to perform any Assumed Obligation. The Vendor shall indemnify the Purchaser against all claims, liabilities and expenses which arise by reason of the failure of the Vendor to perform any obligation under a Commercial Contract before the Settlement Time, or to perform any Retained Obligation after the Settlement Time.

10.12 Expert Determination: If the parties are unable to agree between themselves on the form of any document referred to in clause 10.4 or any payment to be made under clause 10.9, either party may require that matter to be determined by an Expert in accordance with clause 15.

10.13 Legislative Direction: If pursuant to any legislation the Shareholding Ministers give a direction dealing with the retention or transfer, or sharing or splitting of, any Commercial Contract, or requiring replacement contracts, that direction shall, to the extent it is inconsistent with this clause 10, prevail over this clause 10.

10.14 Crown Indemnity: The Vendor is the beneficiary of an indemnity from the Crown contained in a document entitled "Deed of Indemnity from the Crown under section 59 of the Public Finance Act 1989 in favour of Meridian Energy Limited, Mighty River Power Limited and Contact Energy Limited" dated 12 October 2004 (the "Indemnity"). The Vendor:

(a) agrees that as from the Settlement Time the Purchaser, as the Vendor’s successor in title to the Power Stations, may enforce the Indemnity in respect of any land which is subject to the Lake Tekapo\Lake McGregor operating easement, the Tekapo River operating easement, and any other operational land related to the Power Stations; and