(Clause 4.4.2)

Continued...

6 VENDOR'S WARRANTIES AND UNDERTAKINGS

6.1 The vendor warrants and undertakes to the purchaser that except to the extent disclosure to the contrary is permitted to be and is made under the Deed:

6.1.1 the relevant Vendor Agency or the vendor has paid all general and water rates due by them as owner or occupier to the possession date. If the water charges are determined by meter the vendor will on or immediately after the possession date have the water meter read and shall pay the amount of the charge payable pursuant to that reading but if the territorial authority shall not make special readings the water charges shall be apportioned;

6.1.2 any adjustments of outgoings are paid to the dates shown in the vendor's statement of apportionments to be supplied to the purchaser before the possession date or shall be so paid immediately after the possession date;

6.1.3 the vendor shall pay all charges for electric power and gas supplied to the property down to the possession date;

6.1.4 if the vendor or the relevant Vendor Agency receives any notice or demand from the Crown or any territorial authority or from any tenant after the possession date the vendor or the relevant Vendor Agency shall if not paying or complying with such notice or demand forthwith deliver it to the purchaser or the purchaser's solicitor and if the vendor fails to do so the vendor shall be liable for any penalty incurred;

6.1.5 immediately after the possession date the vendor shall give notice of sale to Valuation New Zealand and the territorial authority having jurisdiction and where the property comprises a stratum estate shall serve a copy of the notice of sale on the secretary of the body corporate;

6.1.6 where the vendor or the relevant Vendor Agency has done or caused or permitted to be done on the property any works for which a permit or building consent was required by law, such permit or consent was obtained for those works and where appropriate, a code compliance certificate was issued for those works;

6.1.7 all obligations imposed on the vendor and the relevant Vendor Agency under the Building Act 1991 ("Act") shall be fully complied with at the settlement date, and without limiting the generality of the foregoing:

(a) the vendor or the relevant Vendor Agency has fully complied with the requirements specified in any compliance schedule issued by a territorial authority under section 44 of the Act in respect of any building on the property;

(b) any building on the property which is the subject of a compliance schedule issued by a territorial authority under section 44 of the Act has a current building warrant of fitness supplied under section 45 of the Act and the vendor and the relevant Vendor Agency is not aware of any reason, that has not been disclosed in writing to the purchaser, which would prevent a building warrant of fitness complying with section 45 of the Act from being supplied to the territorial authority when the building warrant of fitness is next due; and

(c) the territorial authority has not issued any notice under section 45 (4) of the Act to the vendor or to any agent of the vendor or to the relevant Vendor Agency which has not been disclosed in writing to the purchaser, which could entitle the territorial authority to issue such a notice;

6.1.8 as far as the vendor or the relevant Vendor Agency is aware the Leases are all the leases, licences or other occupancy rights affecting the property;

6.1.9 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, there is no amendment or variation to any Lease;

6.1.10 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, no right or easement exists in respect of the property in favour of any person, which has not been notified in writing to the purchaser or is not apparent on inspection of the title to the property;

6.1.11 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, there is no outstanding enforcement or other notice, requisition or proceeding issued under any Code by any relevant authority;

6.1.12 neither the vendor nor the relevant Vendor Agency has actual notice of any order or resolution for the compulsory acquisition of any part of the property or any proposal for road widening which affects the property;

6.1.13 in respect of any property for which, at the date of this agreement, no certificate of title has been issued, all easements, rights or other interest as may reasonably be required to ensure enjoyment of the property for its current use will be registered against the new certificate when it is issued. The location and terms of any agreement shall not be settled without the approval of the purchaser which may not be unreasonably withheld; and

6.1.14 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, no material information which relates to the property has not been disclosed by or on behalf of the relevant Vendor Agency and the vendor to the purchaser.

7 UNIT TITLE PROVISIONS

7.1 If the property includes a stratum estate under the Unit Titles Act 1972 ("the Act"), the vendor warrants and undertakes that:

7.1.1 as far as the vendor or the relevant Vendor Agency is aware, details of regular periodic contributions payable to the body corporate and of the vendor's portion of any fund held by the body corporate, are as disclosed to the purchaser in accordance with Valuation Disclosure;

7.1.2 not less than 5 Business Days before the possession date the vendor will provide:

(a) a copy of all insurance policies or certificates effected by the body corporate under the provisions of section 15 of the Act; and

(b) a certificate from the body corporate under section 36 of the Act. Any periodic outgoings shown in that certificate (not being amounts referred in paragraph (d) of section 36) shall be apportioned, and the purchaser shall give credit for the vendor's portion of any fund held by the body corporate which is disclosed on the front page of this agreement.

7.1.3 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, there are no amounts owing by the vendor under section 14, 33 or 34 of the Act;

7.1.4 neither the vendor or the relevant Vendor Agency has any knowledge or notice of any fact which might give rise to or indicate the possibility of:

(a) the vendor or the purchaser incurring any liability under sections 14, 33 or 34 of the Act;

(b) any proceedings being instituted by or against the body corporate in any Court; or

(c) any order or declaration being sought under sections 28, 37, 40, 42, 43, 46 or 51 of the Act;

7.1.5 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, there are no amendments to the body corporate rules other than those recorded on the supplementary record sheet and neither the vendor nor the relevant Vendor Agency is aware of any proposals to pass any resolution of the body corporate relating to its rules; and

7.1.6 as far as the vendor or the relevant Vendor Agency is aware, to the best of their knowledge and without limiting the Crown's obligations under this Deed, no lease, licence, easement or special privilege has been granted by the body corporate in respect of any part of the common property.

7.2 If the purchaser is or shall be materially prejudiced by any breach of or inaccuracy in any warranty or undertaking contained in paragraph 7.1 (the proof of which shall lie on the purchaser), the purchaser may cancel this agreement prior to settlement by giving notice in writing to the vendor and upon cancellation the purchaser shall be entitled to the return of any moneys paid by the purchaser and neither party shall have any right or claim against the other.

7.3 If the vendor does not provide the copy of all insurance policies or certificates and the certificate under section 36 in accordance with the requirements of paragraph 7.1.2 then the possession date shall be deferred to the 5th Business Day following the date on which that copy and that certificate are provided to the purchaser, unless the purchaser shall elect that settlement shall take place on the original possession date. If the purchaser does elect that settlement shall still take place on the original possession date, such election shall not be deemed to be a waiver of any rights under paragraph 7.1.2(b) to a proper apportionment of outgoings.

8 NOTICE TO COMPLETE AND REMEDIES ON DEFAULT

8.1 If the sale is not settled on the possession date either party may at any time thereafter (unless the contract has first been cancelled or become void) serve on the other party notice in writing (hereinafter called a settlement notice) to settle in accordance with this clause; but the notice shall be effective only if the party serving it is at the time of service either in all material respects ready able and willing to proceed to settle in accordance with the notice or is not so ready able and willing to settle only by reason of the default or omission of the other party to the contract. If the purchaser is in possession a settlement notice may incorporate or be given with a notice under section 50 of the Property Law Act 1952.

8.2 Upon service of a settlement notice the party on whom the notice is served shall settle within 12 Business Days after the date of service of the notice (excluding the day of service) and in respect of that period time shall be of the essence but without prejudice to any intermediate right of cancellation by either party. If the settlement notice is served between the 6th day of December and the 20th day of January next following then (unless the notice expires before the 24th day of December in that period) the party on whom the notice is served shall settle within 12 Business Days after the date of service of the notice (excluding the day of service) or on the 1st Business Day after the 20th day of January next following the date of service (whichever is the later) time being of the essence, but without prejudice to any intermediate right of cancellation by either party.

8.3 If the purchaser does not comply with the terms of the settlement notice served by the vendor then:

8.3.1 without prejudice to any other rights or remedies available to the vendor at law or in equity the vendor may:

(a) sue the purchaser for specific performance; or

(b) cancel the contract and sue the purchaser for damages;

8.3.2 where a vendor is entitled to cancel the contract the entry by the vendor into a conditional or unconditional contract for the resale of the property or any part thereof by the vendor shall take effect as a cancellation of the contract by the vendor if the contract has not previously been cancelled and such resale shall be deemed to have occurred after cancellation;

8.3.3 the damages claimable by the vendor under paragraph 8.3.1(b) shall include all damages claimable at common law or in equity and shall also include (but shall not be limited to) any loss incurred by the vendor on any bona fide resale contracted within 1 year from the date by which the purchaser shall settle in compliance with the settlement notice. The amount of that loss may include:

(a) interest on the unpaid portion of the purchase price at the interest rate for late settlement from the settlement date to the settlement of such resale;

(b) all costs and expenses reasonably incurred in any resale or attempted resale;

(c) all outgoings (other than interest) on or maintenance expenses in respect of the property from the settlement date to the settlement of such resale; and

(d) all reasonable costs incurred in agreeing or having determined the purchase price under the Deed; and

8.3.4 any surplus money arising from a resale as aforesaid shall be retained by the vendor.

8.4 If the vendor does not comply with the terms of a settlement notice served by the purchaser then the purchaser without prejudice to any other rights or remedies available to the purchaser at law or in equity may:

8.4.1 sue the vendor for specific performance; or

8.4.2 without prejudice to any right of the purchaser to damages give notice in writing to the vendor cancelling the contract and requiring the vendor forthwith to repay to the purchaser any deposit and any other money paid on account of the purchase price and interest on such sum(s) at the interest rate for late settlement from the date or dates of payment by the purchaser until repayment. Any claim for damages shall include all reasonable costs incurred by the purchaser in agreeing or having determined the purchase price under the Deed.

8.5 The party serving a settlement notice may at the request or with the consent of the other party extend the term of the notice for one or more specifically stated periods of time and thereupon the term of the settlement notice shall be deemed to expire on the last day of the extended period or periods and it shall operate as though this clause stipulated the extended period(s) of notice in lieu of the period otherwise applicable; and time shall be of the essence of the contract accordingly. An extension may be given either before or after the expiry of the period of the notice.

8.6 Nothing in this clause shall preclude a party from suing for specific performance without giving a settlement notice.

8.7 A party who served a settlement notice under this clause shall not be in breach of an essential term by reason only of that party's failure to be ready and able to settle upon the expiry of that notice.

9 NON-MERGER

9.1 The agreements, obligations and warranties of the parties in this agreement shall not merge with the transfer of title to the property.

10 GENERAL

10.1 If there is more than one purchaser or vendor, the liability of the purchasers or of the vendors, as the case may be, is joint and several.

10.2 The purchaser may, by giving written notice in writing to the vendor not later than 5 Business Days before the possession date, nominate another person to whom the property shall be transferred but the purchaser shall at all times remain liable for all obligations on the part of the purchaser under this agreement and shall be responsible for all stamp duty payable on any nomination agreement and on the transfer to the nominee.

11 TITLE

11.1 If a certificate or certificates of title for the property has or have not been issued under the Land Transfer Act 1952, then the vendor shall, prior to the possession date, procure the deposit with the relevant District Land Registrar of a survey plan and the vendor shall thereupon arrange for the issue of fee simple certificates of title for the property under the Land Transfer Act 1952.

11.2 The vendor shall use reasonable endeavours to ensure that all easements, rights or other interests as may be reasonably required to ensure enjoyment by the purchaser of the property for its current use are registered against the new certificate or certificates of titles to issue.

11.3 The vendor shall carry out or shall procure that the relevant Vendor Agency carries out all such work as may be required to satisfy any conditions of the local authority to the deposit of the relevant plan.

ATTACHMENT 4.5
VARIATIONS TO SECTION 4 IN RESPECT OF CERTAIN PROPERTIES

(Clause 4.5)

1 TELECOM CHRISTCHURCH PROPERTY

1.1 This paragraph 1 applies to the Property described first in Attachment 4.1.

1.2 In this paragraph, "Retained Land" means the land comprised in Certificate of Title 32F/311, 32F/312, 32F/313 and 32F/314 which is not the Property.

1.3 The transfer of the Property to Te Runanga will be subject to, and have the benefit of, all easements required to give effect to services which exist at the date of this Deed and which benefit either the Property or the Retained Land.

1.4 The transfer of the Property shall:

1.4.1 be subject to an easement to give effect to the existing walkway on the Property the extent of which at ground level is shown edged green on Deed Map C1;

1.4.2 grant the benefit of a right of way easement on foot over the balance of that walkway which is situated on the Retained Land; and

1.4.3 grant the benefit of a vehicular right of way over that part of the Retained Land shown edged green on Deed Map C1.

1.5 No later than the next Business Day after the expiration of the period of 62 Business Days commencing on the date of the Deed the Crown shall give Te Runanga draft of the form of each easement referred to in paragraph 1.1.

1.6 Unless Te Runanga responds in writing to the Crown with any proposed amendments to those drafts within the period of 10 Business Days commencing on the Business Day following receipt by Te Runanga of those drafts, the easements referred to in paragraph 1.4 shall be granted and reserved on the terms of those drafts.

1.7 If Te Runanga does respond in writing to the Crown with proposed amendments to those drafts within that 10 Business Day period, the Crown and Te Runanga shall attempt to agree any proposed amendments but, failing agreement within a further period of 15 Business Days, either party may request the President of the New Zealand Law Society to nominate an expert to determine the matters in dispute.

1.8 The expert's determination shall be a final form of the easements which:

1.8.1 incorporates all terms which were not in dispute; and

1.8.2 gives effect (where relevant) to the actual use of the relevant areas as of the date of this Deed; and

1.8.3 is on terms usually found in easements of a similar nature.

1.9 The expert's determination shall be final and binding on the parties and the easements referred to paragraph 1.4 shall be granted and reserved on the terms of the determination.

1.10 The Property is sold subject to a lease to New Zealand Post Properties Limited the details of which shall be disclosed in accordance with Valuation Disclosure. That lease is also of part of the Retained Land.

1.11 Prior to the transfer of the Property to Te Runanga, the Crown and Te Runanga shall agree on the form of a binding document which shall ensure that, following the transfer of the property to Te Runanga, Te Runanga and the owner of the Retained Land shall enjoy the benefits of, and be subject to, the rights of that lease in proportionate shares based on the relative floor areas of that lease which are in the Retained Land and the Property.

1.12 Paragraphs 1.6 to 1.9 shall apply, with all necessary modifications, to the agreement or determination of the form of that binding agreement.

2 TELECOM QUEENSTOWN PROPERTY

2.1 This paragraph 2 applies to the Property described secondly in Attachment 4.1.

2.2 In this paragraph, "Retained Land" means the land comprised in Certificate of Title 15C/613 which is not the Property.

2.3 The transfer of the Property shall:

2.3.1 be subject to and have the benefit of all easements necessary to give effect to existing services for the benefit of either the Property or the Retained Land which, if practical and where related to existing underground cables, shall allow construction over the cables provided the owner of them can inspect, install and replace them at no greater cost or inconvenience;

2.3.2 be subject to a vehicular right of way easement over that part of the Property marked A on Deed Map C2;

2.3.3 be subject to a telecommunication easement over that part of the Property marked C on Deed Map C2.

2.4 The easement referred to in paragraph 2.3.2 shall contain a provision that it will be surrendered if the owner for the time being of the land comprised in Certificate of Title 13B/225 provides a suitable alternative physical and legal access to the Retained Land from Camp Street over the area marked E on Deed Map C2.