STANDARD MORTGAGE TERMS AND CONDITIONS

Transcription

1 STANDARD MORTGAGE TERMS AND CONDITIONS The terms and conditions on the following pages are the standard terms and conditions that apply to each memorandum of mortgage signed. The Registrar-General of Land has approved the memorandum containing these terms for use and a copy has been registered at each Land Title Office under the number 2000/4090.

2 Memorandum Setting Forth Provisions Intended for Inclusion in Instruments MEMORANDUM Land Transfer Act 1952 Class of instrument in which provisions intended to be included Mortgage Person executing Memorandum: Mortgage Holding Trust Company Limited at Auckland The following provisions are intended for inclusion in instruments of the above class: No. Section (explanation) Page 1. Background Why you have signed this mortgage 1 2. Undertakings What you promise to do pay all moneys owing maintain the property and only deal with it in certain 1 ways 2.3 Administrative matters insure and protect our rights in the insurance policy pay all other costs and indemnify us against loss 4 3. Representations Promises you have made on which we have based our 4 decision to lend to you 3.1 generally representations about the property representations about yourself 4 4. Default What constitutes default under this mortgage 4 5. Enforcement What we can do if you default consequences of default proceeds of enforcement persons dealing with us how we may exercise our powers appointment of receiver 5 6. General How we manage and interpret this mortgage and our 6 relationship with you 6.1 the security power of attorney limited liability trustee relationship with the general law amendments assignment governing law jurisdiction interpretation 7 1

3 1. BACKGROUND (Why you have signed this mortgage) A. At your request we, the party or parties named in the memorandum of mortgage as the Mortgagee, (in this mortgage, referred to as we or us ) have agreed that if your obligations to us are secured we will provide or continue to provide you or any other person with credit facilities. B. This means that if for any reason any of the moneys owing are not paid to us at the agreed times, we may, if we choose, obtain payment of all or part of the moneys owing to us from (amongst other things) the proceeds of a sale by us of the property. C. You have offered us as security a mortgage over the property which we have agreed to accept. D. By signing this mortgage: you make statements about yourself and the property on which we are relying (see section 3); you promise to do (or not do) certain things in relation to the property, (see section 2); you give us rights concerning you and the property including the right to take possession of the property and to sell it if you do not comply with your obligations (see sections 4 and 5); you acknowledge that words and phrases printed like this are given a special meaning in this mortgage (these are contained in 6.9); you acknowledge that you have: received a copy of this mortgage and each credit facility, read and understood the terms of this mortgage and each credit facility, and either taken independent legal advice or been given the opportunity to do so and declined to do so. 2. UNDERTAKINGS (What you promise to do) 2.1 Pay all moneys owing Agreement to pay You must pay us the moneys owing when you are required to do so in terms of the credit facility to which those moneys relate. You must also carry out all your other obligations under each credit facility. If you are in default, you may be required to pay the moneys owing sooner than the times mentioned in a credit facility. Interest You must pay us interest on the moneys owing at the rates, at the times and in the manner set out in a credit facility. Default Interest If any of the moneys owing are overdue for payment, you must pay interest on those moneys at the highest interest rates ("default rates") specified under any current credit facility. Capitalised Interest We will not be deemed to have made a further advance to you, merely because we have compounded or capitalised interest. 2.2 Maintain the property and only deal with it in certain ways Maintenance You must keep all the buildings on the property in good condition. You must ensure that all fencing, sewers and drains of the property are properly maintained. You must not do anything or omit to do anything which might lower the value of the property. Compliance and Consents You must: comply with all laws; and 2

4 promptly satisfy the requirements of any relevant authority; that apply to or affect the property or its use. You must get our written consent before: you make any material alterations to any building or other structure on the property; you remove or dismantle any building or structure on the property. Unit Title If the property is a unit title you must: comply with all the rules and by-laws of the body corporate; pay on time all moneys you become liable to pay as owner of the relevant unit; ensure that the body corporate complies with all of its obligations under law. Rates, Taxes and Charges You must pay on time all amounts for which you are liable as owner of the property, including, by way of example and not limitation, rates and taxes. You must tell us: if you become registered or you should be registered under the GST Act 1985; and your GST registration number. You must only use the Property for authorised taxable activities (defined in section 6 of the Goods and Services Tax Act 1985) while you are registered for GST. You must tell us as soon as you cease to be registered for GST. Use of and Dealings with the Property You must get our consent before you: sell the property; or rent out the property or allow a surrender or variation of any rental agreement; or create another security in connection with the property, or allow one to arise or continue; or part with possession of the property; or subdivide or consolidate the property; or create, release or vary an easement, covenant or public right of way which relates to the property or allow one to arise; or deal in any other way with the property, this mortgage or any interest in them, or allow any interest in them to arise or be varied. change the use of the property; remove or apply to remove any consent or allow any consent to be removed (where the law permits) from the property to other premises; or surrender or attempt to surrender any consent. You must promptly deliver to us details of each notice affecting the use of the property which is received by you. Other Mortgages and Caveats If we consent to another security over the property and if we ask, then you must get an agreement acceptable to us regarding the priority between this mortgage and the other security. If you do not get our consent and any agreement we ask for, we need not make funds available under any credit facility. You must ensure that the amount secured under any other security over the property is not increased without our written consent. You must comply on time with any obligation in connection with any other security over the property. You must do everything possible to remove any caveat placed on the title to the property without our consent. Building Works You must get our consent and all necessary approvals from authorities before you carry out or permit works, or enter into a contract to carry them out. You must: comply with all laws, requirements of authorities, easements and covenants which affect any works; and ensure that all works are done competently and completed within a reasonable time; and obtain and give us relevant certificates we require (such as certificates of satisfactory completion or compliance). If we think you are not proceeding with works satisfactorily, we may take them over, including by varying, demolishing or stopping them as we see fit. We are not liable for any loss: in connection with works we consent to (including loss arising out of plans or specifications we may approve); or which arises because we do not finish works we take over. If we monitor works (such as inspecting or accepting any part of their construction or approving plans), we will be doing so for our own purposes. We do not owe you any duty to exercise care or skill in doing so and we need not tell you the results of any inspection. For the purpose of securing to us the payment of the moneys owing, you transfer to us all your rights under any warranty, guarantee or builders' insurance relating to the property or to any works carried out before or after this mortgage is signed. You may require us to transfer back to you all those rights when there are no moneys owing. Even if the moneys owing are repaid, we retain all of your rights until we actually transfer them back to you. Leasehold Property If the property is leasehold you must: pay the rent on time; do everything that has to be done to ensure that you comply with the terms of the lease; do everything required to renew the lease, in accordance with the terms of the lease not agree to: any variation of the lease; or freehold estate in the property without getting our written consent first. We may, (in your name, if we choose,) apply for and obtain: a renewal of the lease; or 3

5 relief from forfeiture of your lease or relief against your landlord's refusal to grant a renewal or extension of the lease Environmental Laws You must comply with all environmental laws affecting the property and ensure that any breach of such laws is rectified immediately. If we ask you to do so, you must provide us with environmental audit reports concerning the property. Such audit reports are to be prepared by an independent consultant acceptable to us and are to contain such information as we may reasonably request. You must promptly carry out such recommendations as may be made in the audit reports referred to above. You indemnify us on demand for all losses and liabilities and for every cost and expense that we or a receiver may incur because of something you have done or not done which results in a breach of an environmental law. 2.3 Administrative Matters Unit Titles Where the property is a unit title: we may exercise or direct the exercise of any voting rights you have as a member of the body corporate; you must not without getting our written consent first: vote on any resolution requiring any unanimous vote, and if you do so you will only vote in accordance with our directions; consent to or join in the making of any application under the Unit Titles Act 1972 to the District Land Registrar or to the court. Co-operation You must promptly do anything we ask (such as obtaining consents, signing documents and getting documents completed, signed and registered): to provide us with more effective security over the property; to improve your title to the property which, in the case of a title commonly known as a cross lease title, means taking all steps required by any law to convert the title to such other form of shared, or common ownership, as we may require; to enable us to register this mortgage with a first or (if we agree) subsequent priority; to enable us to exercise or to better exercise our rights under this mortgage. Inspection You must allow us or any person authorised by us to come onto the property to: inspect its condition or any works; find out whether you are complying with this mortgage; exercise our powers under this mortgage inspect the property prior to the exercise of our power of sale, including any real estate agents or prospective purchasers. We are not deemed to have come into possession of the property if we exercise these powers. Indemnity If you fail to pay off a liability affecting the property or if you do not do something you have to do in relation to the property (whether or not required by this mortgage) we may step in and make that payment or perform that obligation on your behalf. You must indemnify us on demand for any liability, cost or expense incurred by us as a result of the exercise of these powers. 2.4 Insure and protect our rights in the insurance policy Types of Insurance You must insure the property and any works against fire, flood, earthquake and other usual risks that are normal for property of that type and its use and for any other risks that we specify in a credit facility. Level of Cover The insurance cover you must have, unless we otherwise agree or require in any credit facility: is to be a mortgage redemption policy if the property is a unit title and is to be for an amount equal to or greater than that secured for the time being under this mortgage; is to be for the replacement and reinstatement of the property for its full insurable value in any other case. Payment of Your Premium You must pay all insurance premiums on time and provide us with evidence of those payments if we require you to do so. Our Interest in the Insurance Each policy of insurance must note our interest as mortgagee, and must be on terms we approve and with insurers we approve. The proceeds of any insurance claims are to be assigned to us. Additional Insurance If the property is a unit title you must ensure that the body corporate takes out and maintains insurance as required by law and that our interest in the property is noted on the relevant insurance policy. Deposit of the Insurance policy You must deposit with us all insurance policies relating to the property and produce evidence of your insurance cover whenever we request you to do so. Cancellation of the Insurance You must ensure that your insurance cover is not reduced or cancelled and must notify us if it is or could be. Insurance Claims You must tell us immediately of any claim that is made under the insurances, of any refusal of any claim, and of your receipt of any insurance moneys. 4

6 Our Rights in respect of insurance We may if we choose exercise all your rights under the insurances in your name and settle or pursue claims against your insurers. Insurance Proceeds If you receive any proceeds from an insurance claim (including a claim by the body corporate if the property is a unit title) you must as directed by us: use them to repair or restore the property to its original condition; or pay them to us in reduction of the moneys owing. You have to hold in trust any moneys you receive as a result of an insurance claim until you hear from us as to how they are to be used. 2.5 Pay all other costs and expenses and indemnify us against loss Costs we Incur When we ask, you must pay us for all the costs and expenses we incur in connection with: arranging, documenting, registering and administering this mortgage, any credit facility or other financial services we make available to you from time to time; the exercise of any of our powers including all costs and expenses we incur in connection with: the enforcement or attempted enforcement of this mortgage; the recovery of the moneys owing; in all cases on a full indemnity basis. The costs and expenses referred to include (by way of example and not limitation) taxes, stamp and other duties, registration, discharge, valuation and inspection fees together with all legal costs and expenses (on a solicitor and own client basis) and any premiums payable in respect of any insurance policy we may obtain to indemnify us against title and other legal or conveyancing risks against which we may choose to insure. Your Costs Anything you are required to do under this mortgage which gives rise to a cost or to an expense is to be paid for by you and not by us. Your Indemnity You indemnify us on demand against any liability or loss and any cost charge and expense (on a solicitor client basis) we incur in connection with: any default under this mortgage; any claim or legal proceedings made or brought against us that relates to the property; the exercise or attempted exercise of any power by us in connection with the property, this mortgage or a credit facility; any failure on your part to utilise the loan or other financial services agreed to be provided to you on a certain date. This indemnity is a continuing obligation, is independent of your other obligations under this mortgage and cannot be withdrawn. It continues even after this mortgage is discharged. 3. REPRESENTATIONS (Promises you have made on which we have based our decision to lend to you) 3.1 Generally By signing this mortgage you are deemed to have made a number of statements to us about you and the property and certain other matters ("representations"). You acknowledge that we are relying on the accuracy and truthfulness of these representations, not only when you sign this mortgage, but for so long as the moneys owing remain outstanding. 3.2 Representations About the Property You confirm to us: except as previously disclosed to us, you own the property or are in the process of acquiring it and have sole rights to the earnings for yourself and for no-one else; you have complied with all your legal and other obligations relating to the property (including compliance with all environmental laws) and its use and you have not done something or failed to do something which could adversely affect your rights or our rights in relation to the property; there is no security or other rights affecting the property (such as another mortgage, an assignment, an agreement to sell, a lease, third party rights of occupation, or an easement) that we do not know about and that we have not consented to; no structure on adjoining land encroaches on the property and no structure on the property encroaches on adjoining land. 3.3 Representations About Yourself You also confirm to us: you have the capacity, the power and authority to enter into, perform and observe the terms of this mortgage and to grant us security over the property; you have done everything that is necessary (including getting all proper authorisations and consents) to ensure that this mortgage is binding on, and enforceable against you; that by signing this mortgage you will not be in breach of your constitution (if any), your partnership or trust deed (if applicable), or any obligation you may have to any other person; you are able to pay your due debts; you are not in default under this mortgage. 4. DEFAULT (What constitutes default under this mortgage) You are in default if: you do not pay the moneys owing on time; or you do something you agree not to do, or you don't do something you agree to do, under this mortgage or a credit facility; or 5

7 you or another person gives us incorrect or misleading information (including through your declarations under clause 3) in connection with this mortgage or a credit facility; or we reasonably believe you or another person has acted fraudulently in connection with this mortgage or any credit facility; or you or another person does not carry out in full an undertaking given in connection with this mortgage or a credit facility, within the period specified, or within seven days if no period is specified; or another person is in default under any related security; or for any reason all or any of our rights under this mortgage or any related security are reduced or become unenforceable; or an adverse credit event happens; or an adverse property event happens. 5.3 Persons dealing with us Any person with whom we deal when exercising our powers or purporting to exercise our powers under this mortgage (including any purchaser of the property from us) need not be concerned as to whether we are entitled to exercise those powers or the manner in which we exercise those powers. Any receipt given by us to any person that pays us money in connection with the exercise or purported exercise of our powers under this mortgage shall be an effective and complete discharge for that payment. 5.4 How we may exercise our powers Any one of our employees or attorneys, or any person who we have appointed to administer this mortgage for us and any employees or attorneys of that person may exercise the powers given to us under this mortgage. 5. ENFORCEMENT (What we can do if you default) 5.1 Consequences of Default If you are in default under this mortgage then subject to section 92 of the Property Law Act 1952: all of the moneys owing become immediately due for payment without further notice; we may do one or more of the following things: sue you for the moneys owing; take possession of, sell or lease the property; do anything else an owner of the property could do in relation to the property; do anything we have the power to do under this mortgage or at law as a mortgagee. We may take these steps without waiting for the expiry of the periods specified in paragraph 8 of the fourth schedule of the Property Law Act Proceeds of Enforcement Moneys received by us as a result of the enforcement of this mortgage are to be used: first, in payment of the costs and expenses we incur in exercising our powers under this mortgage and in recovering the moneys owing from you; secondly, in making payment to any person who has a prior mortgage or charge or other claim on the property; thirdly, in or towards payment of the moneys owing; fourthly, to any person who has a mortgage charge or other claim against the property that ranks behind our own. Any moneys that remain after these payments are made are to be paid to the credit of a non interest bearing account in your name. We will tell you if there are any moneys available to you for collection. Except as otherwise stated in this mortgage we do not have to notify you before exercising a power. We may enforce this mortgage before or after we exercise any of our other powers under another mortgage or charge or against a guarantor. If we do not exercise a power at any given time this does not mean that we cannot exercise it later. No agreement that we will not exercise a power generally or for a period of time is binding on us unless it is in writing and signed by us. We may give or refuse a consent as we consider appropriate; any consent we may give has to be in writing and signed by us to be effective and may be given subject to conditions. You must comply with those conditions as if they were terms of this mortgage. We are not liable or accountable to you or to any other person for any loss caused by: the exercise or attempted exercise of a power; the failure to exercise or any delay in exercising a power; the manner in which we exercise a power; whether or not caused by our negligence. You will only be given credit for and we will only be accountable for those moneys actually received by us in cash and then only after full payment of all other claims, costs and expenses in respect of the property including our own. Our powers under this mortgage are in addition to any other rights, remedies and powers given to us under New Zealand law. Your death, bankruptcy or mental capacity are not to affect our powers or the exercise of those powers under or in relation to this mortgage. 5.5 Appointment of a receiver If you are in default we may appoint a receiver before the expiry of any grace period. If we appoint a receiver, the receiver is your agent, unless we notify you that the receiver is to act as our agent. You are solely responsible for anything done, or not done, by a receiver and for the receiver's pay and costs. 6

8 We may set a receiver s pay, remove a receiver and appoint a new or additional receiver, as we choose. In addition to any other rights the receiver may have at law the receiver: may take whatever lawful action the receiver likes to recover any income from the property; and may look after the property, make any payments relating to the property and do anything an owner of the property would do except sell; and must pay the moneys received in the following order: (1) all outgoings and expenses; (2) the receiver s costs; (3) any interest under all credit facilities; (4) any principal under all credit facilities; (5) any subsequent chargeholder that the receiver has notice of; (6) any balance to you. 6. GENERAL (How we manage and interpret this mortgage and our relationship with you) 6.1 The Security Nature of Security By signing this mortgage you are giving us a mortgage over all your property rights in the property. Purpose of Security Our mortgage over the property is to operate as a security for: the due payment of the moneys owing; and the performance of your obligations under this mortgage and under each credit facility. Priority of Security Unless we have otherwise agreed in writing, this mortgage is to rank ahead of any other security created or existing over the property. The maximum amount set out in the memorandum of mortgage is intended to preserve the priority of this mortgage up to the sum stated as the maximum amount. It is not intended that we will necessarily advance you moneys up to that maximum amount, nor is it intended this mortgage is incapable of securing moneys outstanding in excess of that maximum amount. Section 80(A)(2) of the Property Law Act 1952 governs the application of the maximum amount. Continuing Security This mortgage and the security created by it continues in effect as security for the due payment of the moneys owing until it is released, even if in the meantime and from time to time, your account(s) with us or that of a borrower is in credit and notwithstanding any settlement of account made with you or a borrower. If there are no moneys owing outstanding and no obligation (actual or contingent) relating to the payment of the moneys owing and: if there is no reasonable possibility that any of the moneys owing will have to be refunded under the law; and we are under no existing obligation to provide, or to continue to provide banking or other financial services to you or any borrower; you may request us to release this mortgage which we may do by providing you with a written discharge in a form acceptable to us and the District Land Registrar for the Land Registration District noted in the Mortgage. If you have signed this mortgage as a trustee of a trust, you continue to be liable under this mortgage after you stop being trustee until we give you a written discharge. We are not obliged to marshal any security we now hold or we later take from you (including this mortgage) or any funds or assets over which we may have a claim or entitlement to receive. No Prejudice This mortgage is in addition to and does not merge with or adversely affect: any other security or any other power which we may exercise under this mortgage or at law; any judgment or order we obtain against you in respect of the moneys owing. Related Securities If a default occurs under this mortgage, that default is deemed to have occurred under each other related security and under each credit facility. However, we can choose whether to exercise our rights under this mortgage, each credit facility and each of the related securities at the same time or at different times or at all. Unconditionality of Security This mortgage, any related security or the security created under either of them, and the rights we have and the obligations you have under this mortgage or any related security are not affected: by any extra time we may give, or any concession, acceptance of payment, negotiable instrument or security we may take, or any compromise or other indulgence we may make or grant to you, a borrower, a co-guarantor, or another person; any decision on our part to increase or cancel or otherwise vary any of your credit limits or those of a borrower, a co-guarantor, or another person; if for any reason (legal or otherwise), we are unable to recover the whole or any part of the moneys owing from you, a borrower, a co-guarantor or another person; by any failure on our part to make demand on, or enforce our rights against you, a borrower, a co-guarantor or another person; if a related security or a credit facility is varied, replaced, exchanged, released (in whole or in part), or is not perfected or enforced; if any person is not asked for, does not sign, is not bound by, is released from or is found to have no capacity, power or authority to sign this mortgage, a related security, or a credit facility; by any change in your status or that of a borrower, a co-guarantor or another person. This includes: in the case of an individual, death, bankruptcy or mental incapacity; in the case of a company, a change in its constitution, its liquidation, reconstruction, or amalgamation; in the case of a partnership, a change in its composition or its incorporation as a body corporate; 7

9 in the case of a trustee, any change of trustee. by anything else happening or not happening which might eliminate or reduce any obligation you would otherwise have under this mortgage or which might provide a defence to any failure on your part to perform or observe any such obligation. Deposit of Certificates You must deposit with us each certificate of title relating to the property, together with the originals of each lease or tenancy and all amendments to the same, unless you have (with our knowledge and consent) already given another person a security over the property in priority to this mortgage (a "prior security") and that person is holding those documents. However, upon the discharge of that prior security you must immediately send the originals of those documents to us. 6.2 Power of Attorney You appoint us, each of our directors, each of our employees whose job title includes the word manager or officer, and each receiver under this mortgage, separately as your attorney. You also appoint separately as your attorney each person whom we may appoint to administer this mortgage on our behalf and each director and each employee (whose job title includes the word manager or officer ) of that person. If we ask, you must formally approve anything they do as your attorney. You may not revoke these appointments. If we have served a notice stating that you are in default, each attorney may: do anything which you can do as owner of the property (including executing deeds, selling or leasing the property, selling or surrendering any lease, lodging or withdrawing caveats and starting, conducting and defending legal proceedings); and delegate their powers (including this power) and revoke a delegation; and exercise their powers even if this involves a conflict of duty or they have a personal interest in doing so. 6.3 Limited Liability Trustee If you are referred to in a credit facility as a limited liability trustee we agree that your liability under this mortgage will not be personal and unlimited but will be limited to the value of the assets of the relevant trust unless you have done (or have failed to do) something which results in your right to be indemnified from the assets of that trust being lost. 6.4 Relationship with General Law The powers given to us under or in connection with this mortgage are not to be affected by anything which might otherwise affect those powers under New Zealand law. Any rule of law that varies or affects your liabilities or obligations under or in connection with this mortgage or a credit facility, so that our powers are adversely affected or are restricted, is not to apply to the extent permitted by law. The illegality or unenforceability of any terms of this mortgage is not to affect the legality or enforceability of another term of this mortgage. 6.5 Amendments A term of, or a power given to us under this mortgage may not be waived or varied except in writing signed by someone authorised on our behalf. 6.6 Assignment You agree that we may assign or transfer the whole or any part of our powers or obligations under this mortgage to any other person without your consent. We may disclose, on a confidential basis to a potential assignee or transferee, any information about you. You may not assign or transfer any of your rights or obligations under this mortgage without our prior written consent. 6.7 Governing Law This mortgage is to be governed by and construed in accordance with New Zealand law. 6.8 Jurisdiction The New Zealand Courts are to have jurisdiction to hear and decide each dispute which arises in connection with this mortgage. You submit to the jurisdiction of those Courts. 6.9 Interpretation (a) Definitions "adverse credit event" has the meaning set out in the relevant credit facility; "adverse property event" means if: any lease or licence under which the property or any part of the property is held is terminated, surrendered, forfeited or cancelled or becomes liable to surrender, forfeit or cancellation, all or any part of the property is taken or is proposed to be taken by any compulsory process without our prior written consent; "body corporate" means the body corporate for the property if it is a unit title; "borrower" means the person(s) primarily liable to us under a credit facility who may include you or any person whose indebtedness to us you have guaranteed and includes any successors and permitted assignees; "credit facility (ies)" means any agreement pursuant to which you (or any one of you on your own) are required directly or contingently to pay us money in the future whether alone or together with any other person or persons; for example, a credit facility includes (amongst other things): a credit contract as defined in the Credit Contracts Act 1981, a guarantee, bond or other document recording a contingent obligation that you owe use, any agreement letter or document under which you agree to reimburse us for moneys paid out by us; under a letter of credit, for the financing of any shipment or confirming of any goods, for any goods and services received by you, under a guarantee or bond given by us to another party, 8

10 in respect of any bill of exchange, promissory note, draft, order or other negotiable instrument as a result of our entering into or taking an assignment of any lease, hire purchase or conditional purchase agreement in respect of any type of property; "environmental law" means any law relating to the environment, land or water use, noise, smell, pollution or contamination, toxic or hazardous substances, waste disposal or conservation (including the Resource Management Act 1991) and any consent, order or notice under any such law; "GST" means goods and services tax payable under the Goods and Services Tax Act 1985; "moneys owing" means all or any direct or contingent indebtedness to us which any one or more of you have or may have under a credit facility and/or this mortgage; "mortgage redemption policy" means in relation to any of the property that is a unit title a policy of insurance that indemnifies you against your liability to pay the whole or any part of the moneys owing to us in the event of the damage or destruction of the property comprised by the unit title; "property" means the land described in this mortgage and also includes all buildings, fixtures, structures and other improvements on the land for the time being together with such other estates, interests and rights that form part of the property by virtue of the definition "land" as set out in the Land Transfer Act 1952; "related security" means each security, guarantee or other obligation (present or future) you or another person has given or may later give to us that operates or is intended to operate as security for, or to provide assurance in relation to, payment of the moneys owing; "this mortgage" means both this memorandum of common provisions and the memorandum of mortgage; "unit title" means a certificate of title issued pursuant to the Unit Titles Act 1972; "works" means building work, excavation or earthworks on the property, work demolishing, removing or altering any part of the property, or any building or development work required by an authority in connection with the property; (b) General Interpretive Provisions a "consent" includes an approval, authorisation, filing, licence, order, permit, recording or a registration; "indebtedness" includes any obligation (whether present or future, actual or contingent, or joint or several) relating to the payment of money; "memorandum of mortgage" means the memorandum form signed or to be signed by you which contains the clause that charges the property to us and which is or will be registered against the certificate(s) of title to the property at the Land Transfer Office; "powers" includes a reference to rights, remedies, authorities and discretions; "we", "our" or "us" is a reference to the person named in the mortgage as the Mortgagee, its successors and assigns and includes where the context permits our attorneys and employees and, where a right or power is to be exercised, is a reference to any person whom the person named in the mortgage as Mortgagee may appoint to administer this mortgage on its behalf and any attorney or employee of that person; "you" or "your" is a reference to each person that signs the memorandum of mortgage or on whose behalf the memorandum of mortgage is signed so that such references are made to each such person separately and (if more than one) to all of them jointly. "You" or "your" also refers to your successors and permitted assigns and to any person claiming through you; any legislation includes any change or re-enactment of that legislation or any enactment passed in substitution for that legislation and also includes a regulation or order in council. Dated this 12th day of July 2000 Execution : Full Name : Richard George Steel Designation of Signatory : Director of Mortgage Holding Trust Company Limited 9

11 Memorandum 2000/4090 Land Transfer Act 1952 Mortgage Registered pursuant to Section 155A Land Transfer Act 1952 District Land Registrar Land Registry (Abstract number/date )