DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 45
discharged from the security created by this Deed and from the Secured
Money and release and discharge the Council from the Secured
Obligations. Nothing in this clause shall limit or prejudicially affect the
rights of the Council to any release of the Charged Assets pursuant to
clause 0.
Partial Invalidity: If any provision of this Deed or of any Stock Certificate shall be
invalid, void, illegal or unenforceable, the validity, existence, legality and
enforceability of the remaining provisions shall not be affected,
prejudiced or impaired.
Absence of Crown Guarantee: Neither the Secured Money nor the Secured
Obligations are guaranteed by the Crown.
Governing Law and Submission to Jurisdiction: This Deed, and each Stock
Certificate, is governed by and to be construed in accordance with, the
laws of New Zealand and the Council, the Trustee and each Stockholder
submit to the non-exclusive jurisdiction of the courts of New Zealand in
respect of all matters or disputes arising in respect of this Deed or any
Stock Certificate.
Governance Requirements: The Council must comply with:
all applicable laws relating to governance matters;
the Act; and
the applicable terms of this Deed from time to time.
Delivery: For the purposes of Section 9 of the Property Law Act 2007, and without
limiting any other mode of delivery, this Deed will be delivered by each of
the parties hereto (each a Delivering Party) immediately on the earlier
of:
physical delivery of an original of this Deed executed by the
relevant Delivering Party into the custody of the other party
or other party's solicitors; or
transmission by the relevant Delivering Party or its solicitors (or
any other persons authorised in writing by the relevant
Delivering Party) of a facsimile, photocopied or scanned
copy of an original of this Deed, executed by the relevant
Delivering Party, to the other party or other party's
solicitors.
Counterparts: This deed may be signed in any number of counterparts, all of
which, when taken together, will constitute one and the same deed.
IN WITNESS OF WHICH this Deed has been executed and delivered.
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson