5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2619

11.3 Expenses: The Purchaser shall pay the Vendor’s reasonable out-of-pocket expenses in taking any step of the nature referred to in clause 11.2 after the Settlement Time.

11.4 Transfer of Title: If after the Settlement Time the Vendor obtains Title to any Land the Vendor shall forthwith transfer Title to that Land to the Purchaser, and the provisions of clause 6.4 shall apply with the necessary modifications.

11.5 Power of Attorney: If Title to all Land has not been obtained by the Vendor within 18 months after the Settlement Date ("Title Issue Date"), then the Vendor, for the consideration expressed in this Agreement:

(a) shall, at the written request of the Purchaser, irrevocably appoint the Purchaser from the Title Issue Date to sign and deliver on the Vendor’s behalf and as attorney for the Vendor any document required to be executed and delivered by the Vendor in accordance with the Crown/ECNZ Agreements to obtain Title to any Land provided that the Purchaser shall not sign or deliver any document that gives rise to any liability or obligation on the Vendor which is not to be assumed by the Purchaser or derogates from any right of the Vendor (other than in respect of the transfer of Title to Land to the Purchaser) without the Vendor’s prior written consent; and

(b) agrees to ratify and confirm whatever the Purchaser lawfully does as an attorney under this clause 11.5.

11.6 Indemnity: The Purchaser shall indemnify the Vendor against any liability incurred by the Vendor (including all costs incurred) as a result of anything done by:

(a) the Vendor at the request of the Purchaser in relation to the Land including but not limited to anything done pursuant to clause 11.2; or

(b) the Purchaser acting as the Vendor’s attorney pursuant to clause 11.5.

12. RISK

12.1 Risk: The Assets will be at the sole risk of the Vendor until the Settlement Time and thereafter will be at the sole risk of the Purchaser.

12.2 Obligation to insure: The Purchaser will be responsible for the insurance of the Assets as from the Settlement Time and shall obtain from that date the same or similar insurance cover for the Assets as the Purchaser has in place for its other hydro-electricity generation assets.

12.3 Damage to Assets before Settlement: If any of the Assets are lost, destroyed or damaged before Settlement and the loss, destruction or damage has not been made good by the Settlement Date, the Purchaser shall complete the purchase of the Assets upon the basis that the Consideration is reduced by an amount equal to the amount needed to make good the loss, destruction or damage but no reduction shall be made to the Consideration if and to the extent that the Vendor’s insurer has agreed to reinstate the relevant Assets within a period of time acceptable to the Purchaser acting reasonably.

12.4 Dispute resolution: If the parties do not agree on the amount by which the Consideration is to be reduced pursuant to clause 12.3, either party may require it be determined under clause 15. The appointee under that clause shall have the power, which shall be binding on the parties, to defer and fix a new date for Settlement which shall be treated for all purposes as the Settlement Date.