DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 16
INDEMNITY BY STOCKHOLDER
Deemed Entry: the recording or storing of any information therein
shall be deemed to be the entry thereof in the Register or in
respect of the Stock or Stock Certificate; and
Deemed Extract: any material subsequently derived from
information so recorded or stored shall be deemed to be an
extract from the Register or the Stock or Stock Certificate,
as the case may be.
Indemnity: Whenever, in respect of any Stock, in consequence of:
Death, Liquidation: the death, winding up or liquidation of the
Holder of such Stock;
Taxes: the non-payment of any income, or other, tax payable by or
in respect of the Holder of such Stock;
Duties: the non-payment of any estate, stamp or other duty by the
Holder or personal representatives or successors of the
Holder of such Stock;
Breach: non-compliance by the Holder of such Stock with the
provisions of the Securities Act, or any other law, or the
provisions of this Deed (including the terms and conditions
applicable to such Stock in respect of the offering, sale and
transferring of Stock); or
Other: any other act of the Holder of such Stock or thing referable
to the Holder of such Stock,
there shall by law be imposed any immediate or possible liability on
the Council and/or the Trustee under or in respect of the Securities
Act or any other law or to make any payment to the New Zealand
Government or any taxation authority, the Council and/or, as the
case may be, the Trustee shall in respect of such liability be
indemnified by the Holder of such Stock, the personal
representatives or estate, or out of the assets, or by the
successors, of the Holder of such Stock.
Recovery of Sums Paid: Any money paid, or losses, damages, costs, fines or
claims incurred, by the Council and/or, as the case may be, the Trustee
in respect of any liability described in clause 0 may be recovered by
action from the Holder of such Stock or such Holder's personal
representatives or successors or estate or out of relevant assets as a
debt due to the Council and/or, as the case may be, the Trustee.
No Prejudice to Rights: Nothing in this clause 0 shall prejudice or affect any right
which any law may confer or purport to confer on the Council and/or, as
the case may be, the Trustee, and as between the Council and/or, as the
case may be, the Trustee and every Stockholder or the personal
representatives, successors, estate or assets of any Stockholder
(wherever constituted or situated) any right which such law confers on
the Council and/or, as the case may be, the Trustee shall be
enforceable by the Council and/or, as the case may be, the Trustee.
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson