DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 28
of any provision expressed or implied in this Deed provided that the
Trustee, unless so directed, is satisfied that the interests of the
Stockholders will not be materially prejudiced thereby, but such waiver
shall not prejudice the rights of the Trustee or the Stockholders in
respect of any other breach.
Supplemental Powers of Trustee: In addition to the provisions of law relating to
trustees and to facilitate the discharge of its duties under this Deed, but
subject always to section 62 of the Securities Act, it is expressly declared
that:
Reliance: the Trustee may, providing that it acts bona fide, without
liability for loss, obtain, rely and act on, or decline and
elect not to act on:
the opinion or advice of, or any information obtained from, any
barrister, solicitor, valuer, stockbroker, surveyor,
auctioneer, chartered accountant or other expert
whether obtained by any Stockholder or by the Trustee
or otherwise, and although the same may
subsequently be found to contain some error or not be
authentic;
a certificate signed by the Chief Executive on behalf of the
Council as to any fact or matter prima facie within the
knowledge of such person or that any particular
dealing, transaction, step or thing is expedient or
commercially desirable and not detrimental to the
interests of the Stockholders as sufficient evidence of
such fact or matter or the expediency of such dealing,
transaction, step or thing; or
the statements contained in any certificate, resolution or report
given under this Deed as conclusive evidence of the
facts stated therein;
Reference on Record: the Trustee shall not be responsible for
acting or relying upon any resolution purporting to have
been passed at any meeting of the Stockholders, or any
class thereof, in respect of which a proper record has been
made and which the Trustee believes to have been properly
passed even though it afterwards appears that such
resolution is not binding or valid by reason of a defect in
the convening of the meeting or the proceedings of the
meeting;
Application: the Trustee shall not be responsible for, or be bound to
see to the application of, the money subscribed by
applicants for, or subscribers of, the Stock;
Title: the Trustee shall not be bound or concerned to examine or
enquire into, or be liable for any defects or failure in, the
title of the Council to the Charged Assets, whether such
defects or failure might have been discovered upon an
examination or enquiry and remedied or not;
Discretion: except as otherwise expressly provided in this Deed, the
Trustee shall have sole discretion as to the exercise of all
trusts and rights vested in it by this Deed and as to the
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson