(Clause 4.1, Definition of Properties)

Continued...

8 ADJUSTMENT OF MARKET VALUES

8.1 No later than the next Business Day after the expiration of the period of 5 Business Days commencing on the Adjustment Date, Te Runanga may give written notice to the relevant Vendor Agency and OTS specifying, by reference to the information set out in Attachment 4.1, any Property the agreed or determined Market Value of which should, in the opinion of Te Runanga, be adjusted in accordance with this paragraph 8.

8.2 Any notice given under paragraph 8.1 may only be given if, and shall specify that, in respect of each Property, Te Runanga considers that the previously agreed or determined Transfer Value of the Property may have been reduced due to:

8.2.1 a breach by the relevant Vendor Agency of its obligations under clause 4.6.3;

8.2.2 damage or destruction;

8.2.3 any matter affecting title to the Property which was not known when the Transfer Value was agreed or determined and which does or will appear on the title on the Completion Date; or

8.2.4 any combination of any one or more of the above.

8.3 No later than the next Business Day after the expiration of the period of 10 Business Days commencing on the Adjustment Date each relevant Vendor Agency's Valuer and Te Runanga's Valuer shall jointly appoint a person of the kind described in paragraph 7.1 to fulfil the role of expert under this paragraph 8.

8.4 If any relevant Vendor Agency's Valuer and Te Runanga's Valuer have been unable to appoint jointly such person as expert by the expiry of that period, the President of the New Zealand Institute of Valuers (or his or her nominee), on request by either party, shall appoint such person within a further 5 Business Days.

8.5 Each relevant Vendor Agency's Valuer and Te Runanga's Valuer shall, during the period of 15 Business Days commencing on the Adjustment Date, negotiate to attempt to agree the adjusted Market Value in respect of each Property. The "adjusted Market Value" will be less than the previously agreed or determined Market Value by an amount attributable to the relevant circumstance or circumstances set out in paragraph 8.2 as if it or they had existed at the Valuation Date.

8.6 Where agreement under paragraph 8.5 is reached in respect of any Adjustment Property, the relevant Vendor Agency's Valuer and Te Runanga's Valuer shall sign a written statement specifying the adjusted Market Value and shall give a copy of that statement to OTS by the date referred to in paragraph 8.5. The adjusted Market Value for any such Adjustment Property specified in that statement will be, subject to the Terms of Transfer, the Transfer Value of that Property for the purposes of this Deed.

8.7 OTS or (as the case may be) the President of the New Zealand Institute of Valuers (or his or her nominee) shall immediately request the independent person appointed under paragraphs 8.3 or 8.4 to give his or her determination of the adjusted Market Value for each Adjustment Property in respect of which OTS did not receive a written statement under paragraph 8.6 by the date referred to in paragraph 8.5. OTS (or the president or his or her nominee) shall request the person to make his or her determination within 10 Business Days of the request.

8.8 Both the Crown and Te Runanga may make submissions to the person during the period of 5 Business Days commencing on the date of the request to be made by OTS pursuant to paragraph 8.7.

8.9 Such person's determination of the adjusted Market Value for each Adjustment Property included in the request by OTS will be, subject to the Terms of Transfer, the Transfer Value of that Adjustment Property for the purposes of this Deed.

8.10 Such person shall only be properly appointed if his or her appointment is on the basis that he or she will abide by the requirements of this paragraph 8.

8.11 For the avoidance of doubt, such person will be acting as an expert and not as an arbitrator and his or her determination shall be final and binding on the parties.

8.12 This paragraph 8 applies only if this Deed becomes unconditional later than the date of expiration of the period of 124 Business Days commencing on the date of this Deed.

9 GENERAL PROVISIONS

9.1 Subject to clause 17.2.2, each Vendor Agency, OTS and Te Runanga shall each bear their own costs in connection with the process set out in this Attachment. The costs of the Arbitrator and such person appointed under paragraph 8.3 or 8.4 and the costs of the hire of a venue for the meeting referred to in paragraph 6.5 (if any) shall be borne by OTS and Te Runanga equally. However, in appropriate cases, the Arbitrator or any such person may award costs against Te Runanga or OTS where the Arbitrator or any such person considers that it would be just to do so on account of unreasonable conduct.

9.2 Each Vendor Agency, OTS and Te Runanga acknowledge that they are required to use reasonable endeavours to ensure the process set out in this Attachment operates in the manner, and within the timeframes, specified in this Attachment.

9.3 If the procedure set out in this Attachment is delayed through any event (such as the death or incapacity of any Registered Valuer or Arbitrator or any such person), each Vendor Agency, OTS and Te Runanga will use reasonable endeavours and co-operate with each other to minimise the delay.

9.4 If at any time during the process set out in this Attachment, OTS gives written notice to Te Runanga that a Vendor Agency is no longer willingly participating in that process, this Attachment shall apply with all necessary modifications as if the process was between OTS and Te Runanga only and all references to the Vendor Agency will be references to OTS.

ATTACHMENT 4.4
TERMS OF TRANSFER

(Clause 4.4.2)

1 DEFINITIONS AND NOTICES

1.1 Unless the context requires a different interpretation, words and phrases not otherwise defined have the same meanings as in section 2 of the Property Law Act 1952.

1.2 interest rate for late settlement means the FRA mid point 30 day bank bill rate as at 10.45 am on Reuter's page BKBM on the date on which the relevant payment becomes due and payable plus 500 basis points and compounded monthly.

1.3 Lease means any tenancy, lease or licence to occupy affecting the whole or part of the Properties at the date of this Deed together with any permitted amendment to all material documents or such rights of occupation.

1.4 possession date means, in respect of any Property, the Completion Date.

1.5 property means Property as defined in clause 4.1.

1.6 purchase price means, in respect of any property, the Transfer Value for that property.

1.7 purchaser means Te Runanga or Te Runanga's nominee.

1.8 settlement date means, in respect of each Property, the date upon which possession is actually given under this agreement.

1.9 vendor means the Crown.

1.10 References to "agreement" and "the agreement" (where appropriate) shall be deemed to be references to the terms of this Attachment.

2 OPERATIVE CLAUSES AND PURCHASE PRICE

2.1 It is agreed that the vendor shall transfer and the purchaser shall take on transfer the fee simple interest in the property upon the terms set out in the Deed and this Attachment subject to all matters noted on the register of title to the property at the date upon which this Deed is signed by both parties and all other matters disclosed to the purchaser in accordance with this Deed and this Attachment.

2.2 The purchase price for each property will be the Transfer Value determined in accordance with the Valuation Methodology and will be paid in full by bank cheque on the possession date.

3 POSSESSION AND SETTLEMENT

3.1 Unless the particulars of a Lease are disclosed to the purchaser in accordance with Valuation Disclosure then the property is to be transferred with vacant possession and the vendor shall so yield the property on the possession date together with keys and security cards to all doors (if applicable) in the possession or control of the Vendor Agency or the vendor. Where particulars of a Lease or Leases are so disclosed the property shall be sold subject to and with the benefit of that Lease or Leases.

3.2 On the possession date:

3.2.1 the purchaser shall pay the vendor the purchase price; and

3.2.2 possession shall be given and taken.

3.3 If from any cause whatever save the default of the vendor any portion of the purchase price is not paid upon the due date for payment the purchaser shall pay to the vendor interest at the interest rate for late settlement on the portion of the purchase price so unpaid from the due date for payment until payment; but nevertheless this stipulation is without prejudice to any of the vendor's rights or remedies including any right to claim for additional expenses and damages. For the purposes of this subclause a payment made on a day other than a Business Day or after the termination of a Business Day shall be deemed to be made on the next following working day and interest shall be computed accordingly.

3.4.1 If for any cause whatever save the default of the purchaser the vendor does not offer to give possession (and where the agreement calls for it, vacant possession) when the purchaser is entitled to possession the vendor shall pay to the purchaser a fair market rent for the property until possession is offered and the vendor shall also compensate the purchaser for any expenses incurred and damages suffered by the purchaser (including the purchaser's reasonable costs of temporary accommodation for persons and for chattels) resulting from the failure of the vendor to give possession on the date aforesaid to the extent that such expenses and damages are greater than the fair rental for the property.

3.4.2 (a) Where the purchaser or any person claiming through the purchaser elects to go into possession of the property prior to settlement the purchaser shall pay to the vendor on settlement a fair market rental for the property during the period of possession prior to settlement; provided that in respect of any period when the purchaser is obliged to pay interest under paragraph 3.3 the purchaser shall not be required to pay both that interest and rental under this paragraph and the purchaser's obligation in respect of that period for payment of interest and rental shall be limited to payment of whichever amount of such interest or rental is the higher.

(b) In respect of any period when delay in settlement is caused by the default of the vendor, rental payable under this paragraph 3.4 shall be reduced to the extent necessary to ensure that the purchaser, by paying rental, will not be financially disadvantaged by taking possession, by comparison with the position applicable if possession had not been taken prior to settlement.

3.4.3 The provisions of this paragraph 3.4 shall be without prejudice to any of the purchaser's rights or remedies including any right to claim for any additional expenses and damages suffered by the purchaser.

3.4.4 Where the parties are unable to agree upon any amount payable under paragraphs 3.4.1 or 3.4.2 of this subclause an interim amount shall on settlement be paid to a stakeholder by the party against whom it is claimed until the amount payable is determined. The interim amount shall be the lower of:

(a) the amount claimed by the purchaser or the vendor, as the case may be; or

(b) an amount equivalent to interest at the interest rate for late settlement during the period to which the claim relates on such portion of the purchase price (including any deposit) as is payable under this agreement on or by the possession date.

3.4.5 Any interest earned on the interim amount net of resident withholding tax and any handling charges shall follow the destination of the interim amount. The amount determined to be payable shall not be limited by the amount of the interim amount. If the parties cannot agree on a stakeholder the interim amount shall be paid to a stakeholder nominated on the application of either party by the president or vice-president for the time being of the Law Society for the district where the property is situated.

3.5 Upon the balance of the purchase price, interest and other moneys if any due hereunder being paid or satisfied as provided in this agreement (credit being given for any amount payable by the vendor under paragraph 3.4), the vendor shall concurrently hand to the purchaser a registrable memorandum of transfer of the property, to be prepared by and at the expense of the purchaser and tendered to the vendor or the vendor's solicitor a reasonable time prior to the possession date executed by the purchaser if necessary together with all other instruments in registrable form (including a memorandum of transfer from the relevant Vendor Agency to the Vendor) which may be required for the purpose of registering the memorandum of transfer together with all instruments of title and all contracts and other documents which create rights, interests and obligations affecting the registered proprietor's interest and which shall continue following settlement.

3.6 All outgoings and incomings excluding insurance premiums shall be apportioned at the possession date.

3.7 Where:

3.7.1 the transfer of the property is to be registered against a new title document in the course of issuing (including a new or provisional title document following the loss of the outstanding copy of the title); and

3.7.2 a search copy, as defined in section 172A of the Land Transfer Act 1952, of that title document is not obtainable by the fifth Business Day prior to the possession date, then the possession date shall be deferred to the 5th Business Day following the date on which the search copy is obtainable, and the vendor has so advised in writing, unless the purchaser shall elect that settlement shall still take place on the original possession date. This clause shall not apply where it is necessary to register a registrable memorandum of transfer referred to in paragraph 3.5 to enable a plan to deposit and title to the property to issue.

4 RISK AND INSURANCE

4.1 The property shall remain at the sole risk of the vendor until possession is given and taken.

4.2 In the event that prior to the giving and taking of possession the property is destroyed or damaged and such destruction or damage has not been made good by the possession date then the following provisions shall apply:

4.2.1 if the destruction or damage has been sufficient to render the property untenantable and it is untenantable on the possession date the purchaser may:

(a) complete the purchase at the purchase price less a sum equal to the amount of diminution in value of the property as at the Completion Date; or

(b) cancel this agreement as it affects the property by serving the vendor notice in writing; or

4.2.2 if the property is still tenantable on the possession date the purchaser shall complete the purchase at the Transfer Value less a sum equal to the amount of the diminution in value of the property as at the Completion Date.

4.3 Either party may serve on the other party notice in writing requiring that any dispute as to the application of this clause be determined by an arbitrator to be appointed by the president or vice-president for the time being of the Law Society for the district where the property is situated, and the party serving the notice may at any time thereafter refer the dispute for determination. If the dispute is not determined by the possession date then the possession date shall be deferred to the 5th Business Day following the date on which the dispute is determined. The arbitrator may determine that the possession date shall not be deferred or shall be deferred to another day or days.

4.4 The purchaser shall not be required to take over any insurance policies held by the vendor.

5 TITLE, BOUNDARIES, ETC

5.1 The vendor shall not be bound to point out the boundaries of the property save that on the sale of a vacant residential lot which is not limited as to parcels the vendor shall ensure that the property is pegged at the possession date.

5.2 Subject to paragraph 5.3 the purchaser is deemed to have accepted the vendor's title.

5.3 In respect of any property for which, at the date of this Deed, no certificate of title has been issued the purchaser is deemed to have accepted the title save as to objections or requisitions which the purchaser is entitled to make and delivers to the vendor or the vendor's solicitor on or before 5th Business Day after the date on which the purchaser or the purchaser's solicitor is notified in writing that the title has issued.

5.4 If the vendor is unable or unwilling to remove or comply with any objection or requisition as to title so delivered by the purchaser and the purchaser does not on or before the 5th Business Day after the date on which the purchaser is notified in writing of such inability or unwillingness notify the vendor in writing that the purchaser waives the objection or requisition the vendor may (notwithstanding any intermediate negotiations) by notice in writing to the purchaser cancel this agreement as it relates to the property.

5.5 In the event of a cancellation by the vendor under paragraph 5.4, the purchaser shall be entitled to the return of all moneys paid under this agreement but shall not be entitled to any interest or to the expense of investigating the title or to any compensation whatever.

5.6 For the avoidance of doubt, no objection or requisition may be made on the grounds that the vendor is not the registered proprietor of the property.

5.7 Except as otherwise expressly set forth in this agreement, no error, omission or misdescription of the property or the title shall annul the sale but compensation, if demanded in writing before settlement but not otherwise, shall be made or given as the case may require.