DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 34
becoming enforceable as provided for in clause 0);
and
section 133(1) of the PPSA.
Verification Statement: The Council waives its right to receive a copy of the
verification statement in respect of a financing statement or financing
change statement relating to any security interests created by this Deed
until such time as the Council may request such.
Security Trust Deed: The Council agrees that this Deed is a security trust deed
for the purposes of the PPSA, and consents to any registration of a
financing statement in respect of the security interest created pursuant to
this Deed disclosing that this Deed is a security trust deed.
TRUSTEE'S POWERS OF ENFORCEMENT OF SECURITY
Trustee's Powers to Act: At any time after the security created by this Deed has
become enforceable (but subject to clauses 0, 0 and to the Act), and
while it remains enforceable, the Trustee may, and shall forthwith upon
being directed to do so by an Extraordinary Resolution, take one or more
of the following steps:
Accelerate: subject to the conditions or limitations applicable to
any particular Stock, declare the whole or any affected part
of the Stock and Secured Money to have become
immediately due and payable, whereupon such money
shall forthwith become due and payable;
Take Possession: enter into or take possession of all or any part of
the Charged Assets;
Realise: either with or without taking possession sell, call in, collect
and convert into money all or any part of the Charged
Assets in such manner and for such consideration as the
Trustee thinks fit;
Apply: apply in accordance with section 108 of the PPSA, Charged
Assets in the form of Accounts Receivable, Money (as the
term "Money" is defined in the PPSA) or Negotiable
Instruments in or towards satisfaction of the Secured
Money; and
Meeting: call a meeting of Stockholders for determining what action
(if any) the Trustee should take in the circumstances.
Decrystallisation: At any time after the floating charge created by this Deed has
taken effect as a fixed charge in respect of any part of the Charged
Assets, it shall resume the status of a floating charge in respect of that
part of the Charged Assets which the Trustee identifies in a notice to that
effect to the Council.
Notice of Exercise of Powers: The powers conferred by clause 0 shall be
exercisable by the Trustee without further notice to the Council.
However, before exercising any of the powers contained in clauses 0 to
0 (the powers of conversion) the Trustee shall, except where it certifies
in writing to the Council that, in its opinion, delay would imperil the
interests of Stockholders or except upon the happening of any one or
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson