DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 8
as regards the Council in respect of any consent, approval,
discretion, consideration, decision, opinion, determination
or action (collectively referred to in this clause 0 as a
"decision") by it in respect of, or pursuant to, this Deed
unless this Deed expressly provides for some other basis
for the exercise of such decision by the Trustee.
Discretion: Subject to clause 0, and except to the extent otherwise
expressly required by this Deed or by law, the Trustee may
exercise any decision in respect of, or pursuant to, this
Deed or any Stock in its own discretion.
Binding on Stockholders: Any action taken, or omitted to be taken,
by the Trustee under or for the purposes of this Deed (or
purportedly so) shall bind the Stockholders.
Council Powers: Subject to the Act, where this Deed confers any right or
obligation on the Council, the right or obligation may be exercised under
delegated authority from the Council by any committee or subcommittee,
member or officer of the Council.
CONSTITUTION OF STOCK
Constitution of Stock:
Benefit of Deed: The Council may from time to time in accordance
with the provisions of this Deed, and in compliance with
the Act, create and issue Stock to, or for the benefit of,
such persons, in such amounts (whether such amount be
set or indeterminate at the time of issue) in such currencies
on such terms and upon such conditions contained in this
Deed or modified for the purposes of such Stock and at par
or at a premium or at a discount and bearing such
respective rate of interest (whether fixed, variable or
determined by a stated method) or with or without interest
and payable or redeemable at such respective times or
periods or on demand as the Council may from time to time
determine (but subject to any restrictions in that regard
imposed by law).
Registration: The issue of Registered Stock will be effected and
evidenced by particulars of the Stock being entered in the
Register by the Registrar on the instructions of the
Council.
Other Indebtedness: Without prejudice to the express provisions of
this Deed relating to the issue of Stock generally, nothing
in this Deed shall in any way restrict the right of the
Council, and the Council shall at all times be free (but
subject to the Act), to undertake or issue obligations or
indebtedness (including Stock) ranking subordinate to the
indebtedness and obligations of the Council in respect of
the Stock.
Modification: If any modification to this Deed, or any other
documentation, consent or acknowledgement, is in the
opinion of the Council necessary or desirable to permit,
facilitate or give effect to any right referred to in clause 0
the Trustee is, subject to it being reasonably satisfied with
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson