Common use of Expert Clause in Contracts

Expert. If the Customer disputes: (a) a credit rating assigned to it by Transpower under clause 1(b) of Schedule 7; or (b) how the weightings of financial ratios are ascribed by Transpower in accordance with paragraph 1 of this appendix, the Customer may by notice to Transpower refer the matter to an expert for determination in accordance with clause 21.6 of Part A2 of this Agreement. The procedure under clause 21.3 of Part A2 of this Agreement will commence from the date Transpower receives the notice referred to above. To: TRANSPOWER NEW ZEALAND LIMITED (“Transpower”) Attention: [name] Dear Sir/Madam 1. [Bank] (“the Bank”) refers to each and every obligation of [Customer’s full name] (“the Principal”) pursuant to the transmission benchmark agreement between Transpower and the Principal dated [ ] (“the Agreement”) to pay amounts the Principal, now or at any time, owes to, and is invoiced by, Transpower together with default interest, if any, in relation to such amounts (“the Obligations”) pursuant to the Agreement. 2. The Bank hereby unconditionally guarantees the payment to Transpower on demand of an amount specified in each such demand provided that: (a) the aggregate liability of the Bank under this guarantee will not exceed [ ] (the “Maximum Amount”); and (b) Transpower’s demand is made in writing and is purported to be signed by an authorised signatory; and (c) a certificate purported to be signed by Transpower’s authorised signatory and certifying that the Principal has failed, in whole or in part, to fulfil the Obligations accompanies Transpower’s demand, which certificate will be conclusive proof of such failure. 3. This guarantee will not be affected, discharged or diminished by any act or omission which would, but for this provision, have exonerated a guarantor but would not have affected or discharged the Bank’s liability had it been a principal debtor.

Expert. If the Customer disputes: (a) a credit rating assigned to it by Transpower under clause 1(b) of Schedule 78.1(b); or (b) how the weightings of financial ratios are ascribed by Transpower in accordance with paragraph 1 of this appendixSchedule, the Customer may by notice to Transpower refer the matter to an expert for determination in accordance with clause 21.6 of Part A2 of this Agreement18.7. The procedure under clause 21.3 of Part A2 of this Agreement 18.3 will commence from the date Transpower receives the notice referred to above. To: TRANSPOWER NEW ZEALAND LIMITED (“Transpower”) Attention: [name] Dear Sir/Madam 1. [Bank] (“the Bank”) refers to each and every obligation of [Customer’s full name] (“the Principal”) pursuant to the transmission benchmark agreement between Transpower and the Principal dated [ ] (“the Agreement”) to pay amounts the Principal, now or at any time, owes to, and is invoiced by, Transpower together with default interest, if any, in relation to such amounts (“the Obligations”) pursuant to the Agreement. 2. The Bank hereby unconditionally guarantees the payment to Transpower on demand of an amount specified in each such demand provided that: (a) the aggregate liability of the Bank under this guarantee will not exceed [ [amount determined from time to time by Transpower or an expert in accordance with clause 8 ] (the “Maximum Amount”); and (b) Transpower’s demand is made in writing and is purported to be signed by an authorised signatory; and (c) a certificate purported to be signed by Transpower’s authorised signatory and certifying that the Principal has failed, in whole or in part, to fulfil the Obligations accompanies Transpower’s demand, which certificate will be conclusive proof of such failure. 3. This guarantee will not be affected, discharged or diminished by any act or omission which would, but for this provision, have exonerated a guarantor but would not have affected or discharged the Bank’s liability had it been a principal debtor.

Expert. If the Customer disputes: (a) a credit rating assigned to it by Transpower under clause 1(b) of Schedule 7; or (b) how the weightings of financial ratios are ascribed by Transpower in accordance with paragraph 1 of this appendix, the Customer may by notice to Transpower refer the matter to an expert for determination in accordance with clause 21.6 of Part A2 of this Agreement. The procedure under clause 21.3 of Part A2 of this Agreement will commence from the date Transpower receives the notice referred to above. To: TRANSPOWER NEW ZEALAND LIMITED (“Transpower”) Attention: [name] Dear Sir/Madam 1. [Bank] (“the Bank”) refers to each and every obligation of [Customer’s full name] (“the Principal”) pursuant to the transmission benchmark agreement between Transpower and the Principal dated [ ] (“the Agreement”) to pay amounts the Principal, now or at any time, owes to, and is invoiced by, Transpower together with default interest, if any, in relation to such amounts (“the Obligations”) pursuant to the Agreement. 2. The Bank hereby unconditionally guarantees the payment to Transpower on demand of an amount specified in each such demand provided that: (a) the aggregate liability of the Bank under this guarantee will not exceed [ ] (the “Maximum Amount”); and (b) Transpower’s demand is made in writing and is purported to be signed by an authorised signatory; and (c) a certificate purported to be signed by Transpower’s authorised signatory and certifying that the Principal has failed, in whole or in part, to fulfil the Obligations accompanies Transpower’s demand, which certificate will be conclusive proof of such failure. 3. This guarantee will not be affected, discharged or diminished by any act or omission which would, but for this provision, have exonerated a guarantor but would not have affected or discharged the Bank’s liability had it been a principal debtor.

Expert. If the Customer disputes: (a) a credit rating assigned to it by Transpower under clause 1(b) of Schedule 7; or (b) how the weightings of financial ratios are ascribed by Transpower in accordance with paragraph 1 of this appendix, the Customer may by notice to Transpower refer the matter to an expert for determination in accordance with clause 21.6 of Part A2 of this Agreement. The procedure under clause 21.3 of Part A2 of this Agreement will commence from the date Transpower receives the notice referred to above. To: TRANSPOWER NEW ZEALAND LIMITED (“Transpower”) Attention: [name] Dear Sir/Madam 1. [Bank] (“the Bank”) refers to each and every obligation of [Customer’s full name] (“the Principal”) pursuant to the transmission benchmark agreement between Transpower and the Principal dated [ ] (“the Agreement”) to pay amounts the Principal, now or at any time, owes to, and is invoiced by, Transpower together with default interest, if any, in relation to such amounts (“the Obligations”) pursuant to the Agreement. 2. The Bank hereby unconditionally guarantees the payment to Transpower on demand of an amount specified in each such demand provided that: (a) the aggregate liability of the Bank under this guarantee will not exceed [ [amount determined from time to time by Transpower or an expert in accordance with clause 8 of the Agreement] (the “Maximum Amount”); and (b) Transpower’s demand is made in writing and is purported to be signed by an authorised signatory; and (c) a certificate purported to be signed by Transpower’s authorised signatory and certifying that the Principal has failed, in whole or in part, to fulfil the Obligations accompanies Transpower’s demand, which certificate will be conclusive proof of such failure. 3. This guarantee will not be affected, discharged or diminished by any act or omission which would, but for this provision, have exonerated a guarantor but would not have affected or discharged the Bank’s liability had it been a principal debtor.