DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 12
Validity: No Stockholder, nor the Trustee, shall be concerned or obliged to
enquire whether any Stock has been issued in contravention of any
provision of this Deed nor, subject to section 119(2) of the Act, shall the
validity of any Stock be affected by knowledge of such contravention.
Deemed Validity: Subject to the Act and to any other limitations arising by law, all
Stock issued for valuable consideration, the Stock Certificate for which,
or the entry on the Register in respect of which, or other evidence
indicates that it has been issued or was intended to be issued under this
Deed, shall (without prejudice to the right of the Council to correct any
error) be validly issued and (in the case of Debenture Stock) constituted
by this Deed and entitled to the benefit of the provisions of this Deed
even though it may subsequently be determined that the issue of such
Stock was in breach of any provision of this Deed, but without prejudice
to the Trustee's rights under this Deed against the Council in relation to
such breach.
Exclusion of Interests: The Stockholders are to be regarded as the beneficial
owners of the Stock registered in their names respectively, and in the
case of Bearer Stock held by them respectively, and are to be regarded
as exclusively entitled thereto, and all persons and the Council may act
accordingly. The Registrar shall not, except as provided in the
conditions applicable to the Stock or as ordered by a court of competent
jurisdiction, be bound to enter in the Register or recognise any trust,
equity, right, title, interest (including security interest) or claim affecting
the ownership of any Stock or the indebtedness represented thereby.
Limitation on Enforcement: No Stockholder shall be entitled to enforce any
rights under this Deed or in respect of any Stock or otherwise in respect
of any Secured Money directly against the Council other than if the
Trustee wrongly fails to enforce such rights after having become bound
to do so in accordance with the provisions of this Deed.
Replacement: The Council may with the consent of, or at the request of, the
Stockholder concerned execute and deliver to that Stockholder:
Loss: (subject to provision to the Council of such evidence and
indemnities as it may require) a Stock Certificate in
replacement of a lost, destroyed or damaged Stock
Certificate;
Correction: a Stock Certificate in replacement of any Stock
Certificate issued in an incorrect form or for an incorrect
amount or containing incorrect terms or conditions;
Substitution: several Stock Certificates in substitution for one
Stock Certificate, or vice versa;
Replacement: a Stock Certificate in replacement for a Stock
Certificate cancelled in error where the Stock evidenced
thereby has not been purchased or redeemed;
Changed Indebtedness: where the indebtedness or other obligation
evidenced or secured by a Security Stock Certificate has
been repaid or otherwise discharged in part, a replacement
Stock Certificate for a lesser nominal amount than the
original Stock Certificate; and
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson