George's River Bridge (Guarantee) Act 1925 (NSW)

GEORGE'S RIVER BRIDGE

(GUARANTEE) ACT.

Act No. 7, 1925.

An Act to authorise the Colonial Treasurer on behalf of the Government of New South Wales to execute a certain memorandum relating to the repayment of a loan raised by the Council of the Shire of Sutherland under the authority of the George's River Bridge Act, 1923 ; to make certain contin- gent appropriations out of the Consolidated Revenue Fund ; to authorise the said Council to execute a security for the said loan and to issue certain debenture stock ; ar.:l for pur- poses connected therewith. [Assented to, 21st October, 1925.]

B AVnEREAS

W H E R E A S , in pursuance of the powers in that

behalf contained in the George's River Bridge Act, 1923, the Council of the Shire of Sutherland proposes to borrow the sum of two hundred and twenty- five thousand pounds upon debenture stock issued upon the terms and conditions of a certain trust deed, a draft of which is set out in the first part of the Schedule to this Act : And whereas the amount of the loan has been approved by the Governor: And whereas the lenders require that the Government of New South Wales shall give a certain guarantee in the form shown in the second part of the said Schedule : Be it therefore enacted by the King's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same, as follows :—

1 . This Act may be cited as the "George 's River Bridge (Guarantee) Act, 1925."

2 . The Colonial Treasurer is hereby authorised to execute on behalf of the Government of New South Wales the guarantee as set out in the second part of the Schedule to this Act.

3 . The Colonial Treasurer for the time, being may pay out of the Consolidated Revenue Fund, which is hereby appropriated accordingly, any amount which may become due and payable under the guarantee given in pursuance of this Act, and also any expenses incurred in relation thereto or to the recovery or collection of

any moneys in respect thereof.

4 . ( 1 ) Any moneys paid under the authority of this Act shall be repaid by the Council of the Shire of Sutherland upon demand with interest until repayment at the rate of six per centum per annum.

(2) In default of payment the Colonial Treasurer for the time being may sue for and recover the same and shall have all the same rights and remedies for the recovery thereof as if the payments so made had been advanced to the said council on a special loan within the meaning of the Local Government Act, 1919.

(3)

(3) The Colonial Treasurer for the time being shall also for the purpose of recovering any amounts so paid be entitled on default as aforesaid to enter into and take possession of the said bridge constructed under the George's River Bridge Act, 1923, and collect the tolls and charges arising therefrom.

(4) Where the Colonial Treasurer has so entered into and taken possession of the said bridge he may at bis discretion expend thereon all sums deemed by him necessary for the repair maintenance or improvement of the said bridge and may recover all amounts so spent and all expenses incurred in relation to the bridge with interest at the rate aforesaid either by action against the council or by retaining such amounts and interest from the tolls and charges collected or partly by one method and partly by the other.

5 . Notwithstanding anything contained in the Local Government Act, 1919, or the ordinances made in pur­ suance thereof, the said council may secure the repay­ ment to the lenders of the said loan by the issue of debenture stock in or to the effect of the form appearing in the said draft trust deed which the said council is hereby authorised to execute.
6 . Any blanks in the draft trust deed may be tilled in in such manner as the Colonial Treasurer may approve, and his execution of the guarantee shall be taken as conclusive evidence of his approval of the manner in which such blanks have been filled in.
7 . (1) The said trust deed, with the consent of the

Colonial Treasurer, may be varied in such manner as the

parties thereto may from time to time agree. (2) No variation which would have the effect of
increasing in any way the actual or contingent liability
of the Government of New South Wales under the guarantee authorised by this Act, shall take effect unless and until approved by a resolution of each House of Parliament.
(3) If any such variation is so approved the Governor shall notify the approval in the Gazette.
(4) Any such variation so approved and notified
may be carried out and effect given thereto by the

authority of this Act and notwithstanding the provisions

of any other Act. 8 .

8 . The said council shall pay to the Public Trustee

all expenses incurred by him in relation to any duties

assumed by him in respect of the sinking fund provided

for in the trust deed and shall also pay to him by way of remuneration such sum per annum as may be agreed

upon between him and the council, or in default of

agreement as may be fixed by the Colonial Treasurer.

S C H E D U L E .

F I R S T P A R T

Draft Trust Deed,

THIS I n d e n t u r e made the day of 1925,

between the Council of t he Shire of Suther land , in the S ta te of New South Wales, Commonweal th of Aus t ra l i a (hereinafter called t he council) , of the one par t and

(hereinafter	called t he present Trustees) of	the o the r par t : W h e r e a s
by an A c t of	the Pa r l i amen t	of the S ta te of New South Wale s , N o .

23, 1923, and int i tu led "George ' s R ive r Br idge A c t , 1923," the said council is authorised and empowered to const ruct a br idge with t h e necessary approaches over the George's R ive r in t h e said S t a t e in accordance with plans and specifications to be supplied by the Secre tary

for Publ ic W o r k s of the said S t a t e , and is author ised loan to defray in te r alia the cost of cons t ruc t ing the said bridge, the to raise a special

amoun t of such loan to be approved by the Governor of t h e said S t a t e :

A n d whereas by an Ac t of the Pa r l i amen t of the said S t a t e of New

Sou th W a l e s , No . 1925, in t i tu led

the said council is author ised and empowered to secure the r epayment of the said loan by the issue of deben tu re stock in the form a n d on the terms and condi t ions set forth in the Schedule to such A c t : A n d whereas by such last ment ioned A c t the repayment of the said loan and the in te res t moneys payable thereon and the payments to the s inking fund there in mentioned may be guaran teed by the Government of t he said S t a t e : A n d whereas t he amoun t of the said loan has been approved by the Governor on the advice of the Execut ive Council, and has been fixed a t t he sum of £ 2 2 5 , 0 0 0 : A n d whereas the council has agreed to accept the sum of

£ 9 8 10s.

£ 9 8 10s. net in full satisfaction of each £ 1 0 0 of the said sum of £225 ,000 : A n d whereas the lenders of the said loan (testified by the execut ion hereof by the present t rustees) and the said council have approved of the said security to be issued in respect thereof being these presents : A n d whereas the council has duly entered into cont rac ts for the construct ion of the said bridge, and by such contrac ts i t is provided t h a t the said br idge shall be ready to be opened for traffic wi th in one hundred and four weeks (104 weeks) from the eleventh day of February , in the year one thousand nine hundred and twenty-five (11th Feb rua ry ,

1925). Now this I n d e n t u r e witnesseth and declares as follows :—

1. I n these presents unless there be something in the subject or contex t inconsistent the rewi th the expressions following shall have the meanings hereinaf ter ment ioned, t h a t is to say :—

" Trustees " or " Trus tee " means the present t rus tees or the survivors or survivor of t hem, or o ther the t rus tees or t rus tee for the t ime being hereof.

" The stock " means the amount of t he council 's indebtedness to

the t rustees or t rus tee under clause 2 hereof.

" S t o c k h o l d e r s " means the several persons for the t ime being

entered in the register hereinafter mentioned as holders of
the stock.

" The issue " of the stock means as regards each share therein the en t ry in such register of the name of the first holder

thereof.

2. The council hereby acknowledges t h a t it is indebted to the present t rustees in the sum of £225 .000 , car ry ing interest a t the ra te of £ 5 1/2

per centum per annum, payable half yearly on the day of

and the day of

in each and every year, the first paymen t to be made on the

day of 1925, and the payment to

the stockholders of in teres t for each half year on t he stock held by them respectively shall operate in satisfaction of the in teres t for such half year , payable to the t rus tees or t rus tee under th is clause.

3. The council hereby accepts for each £ 1 0 0 of the said sum and in full satisfaction thereof the sum of £98 10s. net , and the ne t amount to be so advanced shall be paid to t he credi t of the council a t Barclay 's Bank , London, aforesaid, on the day of

1925.

4. The council shall establish a s inking fund for the purpose of ext inguishing the council 's l iabili ty in respect of the said loan within twen ty years from the da t e of the opening of the said bridge for traffic, and shall pay the Publ ic Trus tee of the S t a t e half-yearly the sum of £ 2 , 9 8 1 0s. 9d. for the purposes of such s inking fund (being the half-yearly sum required with compound in teres t calculated a t £ 6 per centum per annum) , and the Public Trus tee shall inves tand keep invested the said sums and the interest thereon, and the first of such payments shall be made a t the expira t ion of six months after the da te of the opening of the said bridge for traffic. A n d in the event of the council mak ing defaul t in the due payment of the principal moneys hereby secured pursuan t to clause 6 hereof the said Publ ic Trus tee shall pay

to

to the said stockholders in London at Barclay's Bank , aforesaid, so much of the said s inking fund as shall be necessary to repay the said principal moneys and all o ther moneys then due and payable hereunder by the council.

5. Federal and S ta te income taxes (if any) payable in respect of the said loan or the interest thereon and British and New South Wales s tamp duties (if any) ) thereon, and except as hereinafter provided the costs, charges, and expenses ( including cables) of the lenders of and incidental to the negotiat ions for the said loan and the passing of the said Act in relation thereto, and the preparat ion and execution of these presents shall be paid by the council : Provided t h a t the lenders shall defray their own legal and other expenses incurred in London including the cost of inscription at Barclay's Bank, Limited.

0. The council will, on the day of , 1947,

or on such earlier day as the principal moneys hereby secured become payable and the stock redeemable in accordance with provisions of these presents pay to the s tockholders the whole of the said sum of £225 ,000 ne t t in London at Barclay's Bank, aforesaid, free of exchange (if any) and such payment shall operate in satisfaction of the amount of stock so paid off or redeemed.

7. In the meant ime and unti l the stock is redeemed or paid off as in these p r e s e n t s provided t h a t the council shall pay to the s tockholders aforesaid in London at Barclay's Bank, aforesaid, interest on the said sum of £225 ,000 a t the ra te of £5 1/2 per centum per annum free of exchange (if any) and such interest shall be paid by equal half-yearly

payments on the day of and the

day of	in each and every year, and the first of such
payments shall be made on the	day of
1925.

8. The stockholders are to be regarded as the beneficial owners of their respective shares of the stock.

9. The stock shall be held subject to the conditions set forth in the Schedule hereto, and such conditions shall be deemed to be incorporated herein and form par t hereof, and shall be binding on the council and the stockholders and all persons claiming through them respectively.

10. The council hereby charges in favour of the t rustees or t rus tee
all the revenue to be received from tolls and charges in connection

with the traffic across the said George's River Bridge, with the pay­

presents .	ment of all moneys for the t ime being owing on the security of these
11. The charge hereby created shall cons t i tu te a first charge upon the property hereby charged and the council shall not create a n y mor tgage or charge rank ing in pr ior i ty to or pari passu with such charge.
12. The principal moneys hereby secured shall immediately become payable and the said stock redeemable and the securi ty hereby consti­ tu ted shall become enforceable within the meaning of these presents in each and every of the events following :—

(1) If the council shall make default in payment of the principal moneys which ought to be paid in accordance with these presents ;

(2)

(2) if otherwise than by or on behalf of the Crown or on the application of the Minister for Local Government the council shall be deprived of control of the said br idge or of the t o l l s or charges to be received in connection with traffic across such bridge or if o therwise than as aforesaid a receiver of the proper ty hereby charged or any par t thereof shall be appointed.

13. The provisions of sections 193 to 19G both inclusive of the Local Government Act , 1919, of the said S ta te are hereby incorporated herein provided tha t the t rustees shall not be liable for the acts or omissions of any receiver appointed thereunder and provided fur ther t h a t no twi ths tand ing any th ing contained in subsection (c) of section 196 payment shall be made to the Crown in priori ty to the council where the Crown is ent i t led to such payment , and provided also tha t nothing in this clause shall be deemed to charge any income of the council other than tolls and charges to be received from the said bridge.

14. The receipt of each stockholder for the principal moneys and interest payable by the t rustees or t rus tee to him in respect of such stock shall be a good discharge to the t rustees or t rustee.

15. The council hereby covenants with the present t rustees tha t it will a t all t imes dur ing the cont inuance of this security keep the said bridge and the approaches the re to in a good and sufficient s ta te of repair and in a condition reasonably necessary for the complete and cont inuous use thereof, and will otherwise adequately mainta in the s a m e : Provided t h a t no th ing in this clause shall be deemed to charge any income of the council o ther than tolls and charges to be received from the said bridge.

16. The t rus tees or t rus tee shall not , nor shall any receiver or receivers appointed under the provisions hereof by reason of the t rus tees or trustee or such receiver or receivers enter ing into possession of the premises hereby charged or any part thereof, be liable to account as mortgagees or mortgagee in possession, or for any th ing except actual receipts , or be liable for any loss or for any default or omission for which a mortgagee in possession might be liable.

17. The t rus tees shall not by reason of their fiduciary position be in anywise precluded from making any contrac ts or enter ing into any	t ransac t ions with the council in the ordinary course of the t rustees '
business and without prejudice to the general i ty of these provisions it is expressly declared t h a t such contrac ts and t ransact ions include any cont rac t or t ransact ion in relation to the placing of the stock, debenture stock, debentures , or o ther securities of the council.

18. I n addi t ion to the powers and author i t ies conferred by clause 13

hereof, the t rus tees or t rus tee may a t any t ime after the security

hereby const i tu ted becomes enforceable, apply to the court for an order t h a t the t rus t s hereof be carried into execution under the direction of the court , and for the appo in tment of a receiver or receiver and manager of the premises hereby charged, or any of them, and for any other order in relation to the adminis t ra t ion of the t rus t s hereof, as they or he shall deem expedient , and they or he may assent to or approve of any application to the court , made a t the instance of any

of

of the stockholders, and shall be indemnified by the council aga ins t all t he costs and expenses incurred by and in relation to any such applicat ion or proceedings.

10. The council shall in each and every year dur ing the cont inuance of this security pay to t he t rus tees for the t ime being of these presents as and by way of remunera t ion for their services as t rus tees dur ing the first year the sum of £ 2 3 0 , and dur ing the remainder of t h e term the sum of £ 1 0 0 per annum, by equal half year ly payments on the (lay o f and the day of in each such year, in addit ion t o all t ravel l ing and o ther costs, charges, and expenses which he may incur in relation t o the execution of the t rus t s hereby in him reposed, and t h e first o f such half-yearly payments shall be made on the day o f next , and the said remunera t ion shall cont inue payable unt i l t h e t rus t s hereof shall be finally wound up , and whether or not a receiver or receiver and manager shall have been appointed o r the t rus ts of t h i s i nden tu re shall be in course of adminis­ t ra t ion by or under the direction of the court .

20. I t is hereby expressly agreed and declared as follows, that is to

say :—

(1) T h a t t h e t rustees or t rus tee may in relation t o these presents act on the opinion o r advice of any lawyer, valuer, surveyor, broker , auct ioneer , or other expert obtained by the t rustees or t rus tee , and shall not be responsible for any loss occasioned by so act ing.

(2) T h a t any such advice or opinion may be sent or obtained by let ter , telegram, o r cablegram, and tha t the t rus tees or t rus tee shall not be liable for ac t ing on any advice or information purpor t ing to be conveyed by any such letter, telegram, or cablegram al though the same shall contain some error or shall

not be au then t i c .

(3) T h a t the t rus tees or t rus tee shall not be responsible f o r the consequences of any mistake or oversight or error o f j udgmen t or forgetfulness or wan t of prudence on the part of the t rus tees o r t rus tee , or any solicitor, receiver, a t to rney , manager , agen t , or cither person appointed by them o r him hereunder .

(4) Tha t the t rus tees or t rus tee shall not be responsible for any misconduct on the par t of any solicitor, receiver, a t torney,	manager , agent or o the r person appointed by them o r him	hereunder , or 1 " bound to supervise t he proceedings of any
such appointee, or t o see t o the observance and performance of any of the obligations hereby imposed on the council.

(5) Tha t no th ing herein contained shall relieve the t rus tees or t rus tee from liability f o r l o s s or damage arising or accruing through or by reason of the i r or his own wilful neglect or default.

(6) Tha t the t rus tees or t rus tee shall , as regards all the t rusts , powers, author i t ies , and discretions hereby vested i n them or him, have absolute and uncontrol led discretion as to the exercise thereof in relation to the mode of and time for the exercise thereof, and i n the absence of fraud they or he shall be in no wise responsible for any loss, costs, damages, or inconvenience t h a t may result from the exercise or non-

exercise thereof. 2 1 .

21. Any t rus tee hereof may in the conduct of the t rus t business, instead of ac t ing personally employ and pay an agent whe ther being a solicitor or other person to t ransac t or concur in t r ansac t ing all business, and to do or concur in doing all acts required to be done in the t rus t , and any t rus tee being a solicitor, broker, or other person engaged in any profession or business shall be ent i t led to be paid ah professional and other charges for business t ransacted and acts done by him or his firm in connection with t he t rus t s hereof.

22. W i t h o u t prejudice to the r ight to indemni ty by law given to t rus tees , the t rustees or t rus tee and every solicitor, receiver, a t to rney , manager , agent , or o ther person appointed by the t rus tees or t rus tee hereunder shall be enti t led to be indemnified out of the premises hereby charged in respect of all liabilities and expenses incurred by them or him in the execution or purported execution of the t rus t s

hereof, or of any powers, authori t ies , or discretions vested in them or

him pur suan t to these presents and against all actions, proceedings, costs, claims, and demands in respect of any ma t t e r or t h ing done or omit ted in anywise relat ing to the premises, and the t rus tees or t rus tee may reta in and pay out of any moneys in their or his hands arising from the t rus ts of these presents all sums necessary to effect such indemni ty .

23. The council shall on demand by the t rus tees or t rus tee or by any solicitor, receiver, a t to rney , manager, agen t or o ther person appointed by the trustees or t rus tee pu r suan t here to or by the court pay out of the premises hereby charged every sum of money which shall from t ime to t ime be payable to any such person under any provision herein contained.

24. A n y notice may be given by the council to the t rus tees or t rus tee or to any holder of stock by sending the same through the post in a prepaid le t te r addressed to such t rus tees or t rus tee or holder a t the office of Barclay 's Bank , London, aforesaid, and any notice so given shall be deemed to have reached the t rustees or t rus tee or holder as the case may be a t the expira t ion of forty-two days from the day on which it is posted.

25. A n y notice may be given by the t rustees or t rus tee to any
holder of stock by sending the same th rough the post in a prepaid

let ter addressed to such holder a t his place of address registered a t

posted.	have reached the holder on t he day following t h a t on which it is Barclay's Bank, aforesaid, and any notice so given shall be deemed to
26. The t rus tees or t rus tee shall have full power, and they are hereby author ised from t ime to t ime subject to the provisions of these presents to make rules for the purpose of governing and regula t ing the
following mat te r s :—

(a)	The convening of meetings of the stockholders including fixing the t ime and place of such meet ings and the period and form of notices thereof to be given to stockholders.
(b)	The manner in which questions submitted to such meetings are to be decided, the conclusiveness of such decisions and the evidence necessary to prove the same, the persons ent i t led to be present a t such meet ings, the vot ing power to be exercised

therea t

therea t by stockholders, the quorum necessary for passing any resolution including an ext raordinary resolution and the manner in which votes are to be given, proxies appointed, and

polls	t aken .
(e)	The control of such meetings and the business thereof, the powers and au thor i t ies to be exercised thereby and the manner in which the same are to be exercised and the mak ing of minutes of the business t ransacted therea t .
(d)	The alteration or repeal of any such rules and generally all ma t t e r s connected wi th the holding of meetings of the stock­ holders or incidental there to .

And such rules when signed by the t rus tees or t rus tee shall have full effect and be binding in the same manne r as if they were herein set forth a t length.

27. The t rustees or t rus tee may from time to t ime, and a t any
t ime, waive on such terms and conditions as to them or him shall

seem expedient any breach by the council of any of the provisions of

these presents .

28. The t rustees or t rus tee may whenever they th ink it expedient in the interests of the stockholders delegate to any person or persons all or any o f the t rusts , powers, and discretions vested in them or him by these presents, and any such delegation may be made upon such te rms and conditions, and subject to such regulations (including power to subdelegate) as the t rus tees or t rus tee may in the in teres ts of the stockholders th ink fit.

29. W h e n e v e r there shall be more than two t rus tees hereof the

majori ty of such t rus tees shall be competent to execute and exercise all the t ru s t s , powers, and discretions hereby vested in t he t rus tees generally.

3 0 . The t rustees or t rus tee and the council may a t any time, and from t ime to time, with the concurrence of the Colonial Treasurer , agree to any modification of any of the provisions of these presents , provided, however, t ha t no modification shall be effective to increase the amount of the said loan or the ra te of interest payable thereon, and any modifications made hereunder shall be embodied in a supplemental deed.

3 1 . Upon proof being given to the reasonable satisfaction of the t rustees o r t rus tee t h a t the holders of all the stock ent i t led to t he benefit of the t rus ts herein contained and for the t ime being issued have been paid off and satisfied, and upon payment of all r emunera t ion and all costs, charges, and expenses and other moneys payable to or incurred by the t rustees or t rus tee in relation to these presents , the t rus tees or t rus tee shall at the request of the council release the council from all claims and demands for or in respect of the moneys secured by these presents or any of them and shall a t the like request and at the cost of the council execute any deed or other document which may reasonably be required for the purpose of discharging the same.

32. The s ta tu to ry power of appoin t ing new trustees shall apply to
these presents and be vested ill a majority in number and value of the

holders of all the stock ent i t led to the benefit of the t rus t herein con­

tained and for the t ime being issued and ou t s t and ing . 3 3 .

33. Each of the stockholders shall be ent i t led to sue for the perform­
ance and observance of provisions hereof so far as his stock is concerned

save where the t rus tees or t rus tee have or has a discretion hereunder .

31 . A t rus tee hereof may re t i re a t any t ime wi thout assigning any

reason and wi thout being responsible for any costs occasioned by such
re t i rement .

35. The council hereby covenants wi th t he present t rus tees t h a t the council will duly perform and observe the obligations hereby imposed on it according to the tenour thereof.

30. These presents shall be deemed to be a deed executed in t he S t a t e of New South Wales , and shall be construed in all respects and for all purposes according to t he laws of t h a t S ta te .

T H E S C H E D U L E A B O V E R E F E R R E D T O .

CONDITIONS AS TO ISSUE OF DEBENTURE STOCK.

T H E following are the conditions upon which the deben ture stock of

the Council of t he Shire of Su ther land secured by t ru s t deed dated

t h e day of , 1925, is to be issued :—

1. As and when any of the stock ought to be redeemed in accor­ dance with these presents the council will, subject to these conditions, pay to the several holders of the stock the redemption moneys for the same calculated a t the ra te of .£100 per £ 1 0 0 of the stock, and such payments will be made a t Barclay 's Bank , London, free of exchange (if any) .

2. The stock shall carry in teres t a t the ra te of £ 5 1/2 per cen tum per

a n n u m , and the council will pay to the stockholders a t Barclay 's Bank, aforesaid, in teres t on the i r respective shares there in a t the ra te afore­

said. Such in teres t will be paid half-yearly on the day of

and day of in each anil every year, the first

payment thereof to be made on the day of 19 .

3. Barclay's Bank, aforesaid, is hereby authorised by the council t o

execute , sign, seal and deliver, and to issue on its behalf to every

to a certificate s ta t ing the amoun t of t he stock held by him, and every holder of a share in the stock, and every such holder will be ent i t led	such certificate shall refer to these presents and subject as hereinafter
ment ioned shall be in t he form or to the effect following :—

The Council of the Shire of Suther land , S ta te of New

South Wales , Commonweal th of Aus t ra l ia .

Issue of £225 ,000 deben ture stock made pu r suan t to the powers
and author i t ies g ran ted to the said council under and by vir tue of

two Acts of the Pa r l i amen t of the said S ta te , and being A c t No .

23, 1923 , in t i tu led "George ' s R ive r Bridge Ac t , 1923," and a

fur ther A c t No . 1925, in t i tu led "Ge o r g e ' s River Bridge

(Guarantee) Act , 1925."

Bear ing in teres t a t the ra te of £5 1/2 per centum per annum payable

and in each year and guaranteed by

the Government of the said S ta te .

This

This is to certify t h a t	of
is t he registered holder of £	of the above stock which s tock
is const i tu ted and secured by t rus t deed, da ted	the
day of	, 1925, and made between the council of t h e
one par t and	of the o ther part , and is issued subject

to the provisions conta ined in tha t deed.

Signed, sealed, and delivered by Barclay's Bank for and on behalf of t he council of the said shire this day of

1925.

N O T E . — N o transfer of any stock will be registered wi thou t the product ion of

the certificate relat ing to such stock, which certificate mus t be surrendered to Barclay 's Bank, aforesaid, before any transfer, whe the r of the whole or any port ion thereof can be registered or a new certificate can be issued in exchange. The form of such certificate may at any t ime be a l tered by the t rus tees or t rus tee .

4. Save as in these condit ions otherwise provided the council will recognise the registered holder of any stock his executors or adminis­ t r a to r s as the absolute owner or owners thereof, and all persons may act accordingly and the council shall not save as herein otherwise provided and except as ordered by a court of competent jurisdict ion or as by s t a tu t e required be bound to t ake notice of any t ru s t or equi ty affecting t he ownership of t h e stock or the r ights inc ident there to , and the receipt of such registered holder his executors or admin is t ra to rs for the in teres t from t ime to t ime accruing due in respect thereof and for any moneys payable upon the redemption of t he same shall be a good discharge to the council.

5. I n case of the dea th of any one of the joint holders of a n y registered stock the survivor will be t he only person recognised by the council as having any t i t le to or interest in such stock.

6. A body corporate may be registered as one of the jo in t holders of

stock.

7. Eve ry holder of registered stock will be ent i t led to t ransfer the same or any pa r t thereof by an in s t rumen t in wr i t ing in the usual common form or in t he form following or as near there to as the circumstances will admi t :—

The Council of the Shire of Su the r l and , S ta te of N e w Sou th

W a l e s , Commonweal th of Aust ra l ia .

I , of , in considerat ion of the sum of

paid to me by of do hereby

t ransfer to t he said (hereinaf ter called t he transferee)

of the deben ture stock of the abovenamed council, to hold the same un to the t ransferee subject to the several conditions on which I held the same immediate ly before t he execut ion hereof, and I , the transferee, do hereby agree to t ake t he said stock subject to the same conditions.

As witness our hands and seals th is day of

Wi tnes s .

8. Every such i n s t rumen t mus t be signed bo th by the t ransferror and the transferee, and the t ransferror shall be deemed to remain owner of such stock unt i l the name of the transferee is entered in the register hereinafter ment ioned in respect thereof.

9. Every ins t rument of t ransfer must be left a t the office of Barclay's Bank, aforesaid, for regis trat ion accompanied by the certificate of the stock to be t ransferred and such other evidence as such Bank may require to prove t he t i t le of the t ransferror or his r ight to t ransfer the stock, and thereupon the t ransferee will be recognised as ent i t led to the stock free from any equi ty set off or cross claim of the council or t he said bank agains t the transferror .

10. All ins t ruments of transfer, which shall be registered, will be re ta ined by Barclay 's Bank, aforesaid.

11. A fee not exceeding 2s. 6d. will be charged for t he regis trat ion

of each transfer and must, if required by the said bank, be paid before

t he regis trat ion of the t ransfer .

12. N o transfer will be registered dur ing t h e fourteen days

immediately preceding the said day of

or day of in each year .

13. The executors and adminis t ra tors of a deceased holder of registered stock (not being one of several joint holders) shall be the only persons recognised by the council as having any t i t le to such stock.

14. A n y person becoming ent i t led to registered stock in consequence of t he dea th or bankrup tcy of any holder of such stock, upon producing such evidence t h a t he sustains the character in respect of which he proposes to act under this condition or of his tit le, as Barclay 's Bank, aforesaid, shall th ink sufficient, and paying a fee not exceeding 2s. 6d., may be registered himself as t he holder of such stock, or subject to the preceding conditions as to transfer , may t ransfer such stock.

15. Barclay's Bank, aforesaid, shall be a t l iberty to re ta in the interest payable upon any share of registered stock which any person under t he last preceding condition is ent i t led to t ransfer unt i l such person shall be registered or duly t ransfer t he same.

16. The in teres t upon the registered stock may be paid by war ran t or cheque sent th rough the post to the registered address of the holder, or in the case of joint holders, to t he registered address of that one of the jo in t holders who is first named on the register in respect of such stock. Every such cheque shall be made payable to the order of the person to whom it is sent, and payment of the cheque shall be a

satisfaction of the in teres t .

17. If several persons are entered in t he register as joint holders of a n y share of stock then wi thou t prejudice to t he last preceding clause the receipt of any such person for t he in teres t from t ime to t ime payable in respect of such share shall be as effective a discharge to Barclay 's Bank , aforesaid, and to t he council as if the person signing the same receipt were the sole registered holder of such share of stock.

18. If any certificate issued pu r suan t to these conditions be worn ou t or defaced then upon product ion thereof to Barclay 's Bank, aforesaid, i t may cancel t he same and may issue a new certificate in lieu thereof, and if any such certificate be lost or destroyed then upon proof thereof to the satisfaction of the said bank or in default of proof on such indemni ty as the said bank deems adequate being given a new certificate in lieu thereof may be given to the person ent i t led to such lost or destroyed ins t rument . A n en t ry as to t he issue of the new

certificate

certificate and indemni ty (if any) will be made in the regis ter hereinafter mentioned. There shall be paid to the said Bank in respect of any new certificate issued under this clause such sum as the said bank shall determine, not exceeding the sum of 2s. 6d., and also all s tamp d u t y (if any) payable on the fresh certificate.

19. The council will cause Barclay 's Bank , aforesaid, and the said Hank is hereby authorised and empowered by the council to inscribe the said loan, and to keep pursuan t to these presents a register of the stock in one or more b o o k s , and there shall be entered in such regis ter—

(1) the names and addresses and descriptions of the holders for the t ime being of t he stock ;

(2) the amoun t of the stock held by every such person ;

(3) the da te a t which the name of every such person was entered

in respect of the stock s tanding in his name, and every p a r t
thereof.

A n y change of name or address on the p a r t of any registered holder

shall forthwith be notified to the said bank which, on being satisfied
thereof, shall a l ter the register accordingly.

20. The t rustees or t rus tee shall without any payment and any holder of a share in registered s t o c k will upon payment of a fee no t exceeding 1s., be ent i t led at all reasonable t imes to inspect the said register.

21 . N o notice of any t rus t express , implied, or cons t ruc t ive ,shal l be

entered on the register in respect of any share in t he stock.

22. In these presents unless there be something in the subject or

context inconsistent t h e r e w i t h —

" The Council " means the Council of the Shire of .Sutherland ;

" Barclay 's Bank ' means B a r c l a y s Bank , London, aforesaid, or

such other bank as the t rustees or t rus tee may f ron t t ime to

t ime appoint by notice in wri t ing to the council ;

" T h e s t o c k " means the said debenture stock created as above

mentioned ;

W o r d s import ing the singular number only include the plural : W o r d s impor t ing t h e plural number only include the s ingular :

W o r d s import ing persons include corporat ions muta t i s mutand is .

I n W i t n e s s , etc.

.SECOND P A R T .

G U A R A N T E E to be executed in pursuance of section two of the George's

River Bridge (Guaran tee) Act , 1925, and to be endorsed on the t ru s t deed when executed by the Council :

The Government of New South Wales acknowledges t h a t the within mentioned deben tu re stock was subscribed for on t he condition and in par t considerat ion t h a t the said Government would give t he gua ran tee following, and accordingly the said Government hereby guarantees t h a t in the event of the revenue received from t o l l s and charges in connection with the traffic across the George's River Br idge being insufficient to meet t he half-yearly payments into the s inking fund, prescribed by the George's R ive r Br idge Act , 1923, and the half-yearly payments of

in teres t

interest to tlie holders of the said debenture stock, after making the usual deduction for maintenance and repairs of the said bridge and the collection of the tills and charges aforesaid, it will make up such deficiency from the Consolidated Revenue Fund or from such other fund as may be available for main roads, it being understood that a surplus of revenue received from tolls and charges in any subsequent half-year or half-years shall be applied as far as mav be necessary in or towards the adjustment of any sums which the Government may have been required under this guarantee to pay in any previous half-year or half-years.