9. GOVERNING LAW This Agreement is governed by, and shall be construed in accordance with, NEW ZEALAND law.

The Courts of New Zealand, have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement, and, for those purposes, each party irrevocably submits to the jurisdiction of the court of New Zealand. 10. BINDING AGREEMENT AND SUBSTITUTION OF LENDING MANAGER The terms and conditions of this agreement shall be binding on the heirs, executors and assignees, creditors or transferees, or successors in interest, whether by operation of law or otherwise of theparties hereto. If for any reason the Lending Manager herein should be unable or unwilling to continue as such Lending Manager; then the other parties to this agreement may substitute another person to serve as Lending Manager. Any apportionment of fees provided for in paragraph 9 will be subject to agreement of the parties. 11. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the parties hereto and shall not be modified, altered or amended in any way, unless such modification, alteration or amendment is proposed in writing and signed by all parties affected hereto. The parties hereby agree to submit all written correspondence exclusively to the abovementioned addresses. In the case the address of one party shall be changed, the respective party shall notify both other parties by telefax no later than 14(fourteen) days before the amendment shall become effective. Signed on behalf of The Company:

Signed on behalf of The BORROWER: XYZ company: Dir: XXX

Date:

Signed on behalf of The LENDING MANAGER:

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