2018-06-27 SM - Attachment 2 to Item 1 - Draft Funding Deed

     This deed may be signed in any number of counterparts and by the parties on separate counterparts.
     Each counterpart constitutes the deed of each party who has executed and delivered that
     counterpart.
16.11 Expenses
     Except as otherwise provided in this deed, each party must pay its own costs and expenses in
     connection with negotiating, preparing, executing and performing this deed.
16.12 Continuing obligation
     Each indemnity in this deed is a continuing obligation, separate and independent from the other
     obligations of the parties, and survives termination, completion or expiration of this deed.
16.13 Governing law
     This deed is governed by and will be construed according to the law applying in Queensland.
16.14 Jurisdiction
     Each party irrevocably:
     (a)   submits to the non-exclusive jurisdiction of the courts of Queensland, and the courts competent
           to determine appeals from those courts, with respect to any proceedings that may be brought
           at any time relating to this deed; and
     (b)   waives any objection it may now or in the future have to the venue of any proceedings, and
           any claim it may now or in the future have that any proceedings have been brought in an
           inconvenient forum, if that venue falls within clause 16.14(a).
16.15 Unavoidable delay
     A party will not be entitled to exercise its rights and remedies upon the default of a party (whether at
     common law or pursuant to this deed) if that default:
     (a)   is caused by Force Majeure; and
     (b)   continues for less than 7 days.
16.16 No fettering
     Nothing contained in this deed will fetter, act as an estoppel or as an agreement about the exercise of
     discretion or the making of a decision or subordinate legislation under any law by the State of
     Queensland and its Representatives.


17. Definitions and interpretation
17.1 Definitions
     In this deed:
     Acquisition Costs has the meaning set out in the Background.
     HQP/DAF Agreement means the agreement between HQP and DAF as contemplated in the
     Background.
     Bank Account means the account referred to in clause 4.2(a).
     Business Day means a day that is not a Saturday, Sunday or a public holiday in Brisbane.
     Commencement Date means the commencement date specified in Schedule 1.
     Conflict of Interest means having an interest (whether personal, financial or otherwise) which
     conflicts or which may reasonably be perceived as conflicting with a Contributor’s ability to perform its
     obligations under this deed fairly, objectively and independently.
     Conservation Park has the meaning set out in the Nature Conservation Act 1992 (Qld)..
     Contact means the contact person for each party specified in Item 1 of Schedule 1.
     Contact Officer means the contact person for each party specified in Item 1 of Schedule 1.


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