Terms and ConditionsNovember 2016

Business Memorandumof Common Provisions

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The provisions contained in the following pages of this document form part of the mortgage which you are giving to Bankwest and are a copy (except as to page numbering) of the provisions of the following documents.ACT Memorandum of Provisions filed in the Australian Capital Territory Office of Regulatory Services as number 2056236NSW Memorandum filed in the New South Wales Department of Lands, Land and Property Information Division as number AK869838NT Memorandum of Common Provisions retained by the Northern Territory Land Titles Office as number 372218.QLD Memorandum of Provisions filed in the Queensland Department of Environment Resource Management as number 717571407.SA Memorandum of Terms and Conditions of Mortgage deposited at the South Australian Lands Titles Office as number 12614505TAS Memorandum of Provisions filed in the Office of the Recorder of Titles, Tasmania as number M547VIC Memorandum of Provisions retained by the Victorian Registrar of Titles as number AA3135WA Memorandum of Provisions filed and registered at the Western Australian Land Information Authority as number N454838

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ContentsMortgage Provisions 1

1. Definitions and Interpretation 11.1 Definitions 11.2 Interpretation 61.3 Business Days 61.4 Prohibition 61.5 Multiple parties 61.6 Mortgage Registration 6

2. Payment of Secured Money 72.1 Payments and Performance 72.2 Mortgagor must pay interest 72.3 Interest after judgment 72.4 Accrual and calculation of interest 72.5 Currency Conversion 72.6 Taxes 72.7 GST 7

3. Representations and Warranties 83.1 Representations and Warranties 83.2 Representations and warranties

regarding Secured Property 93.3 Representations and Warranties

regarding Works 93.4 Representation and warranties

regarding Trust 93.5 Repetition of representations

and warranties 93.6 Reliance on representations

and warranties 103.7 No representations by the Bank 10

4. Covenants and Undertakings 104.1 General undertakings 104.2 Reports and information 104.3 Positive undertakings regarding

Secured Property 114.4 Negative Undertakings regarding

Secured Property 134.5 Undertakings relating to Insurance 134.6 Undertakings regarding Trust 14

5. Further Obligations relating to Secured Property 155.1 Restrictions on dealing with

Secured Property 155.2 Further Mortgages 15

5.3 Protection of the Bank’s interest in the Secured Property 15

5.4 Valuation of the Secured Property 16

6. Assignment of Rentals 16

7. Encroachments 167.1 Obtain Easements 167.2 Remove Encroachments 16

8. Resumption 168.1 Further Mortgage 138.2 Mortgagor to support or oppose 138.3 Compensation 138.4 Bank may conduct 17

9. Works, Shared Scheme, Crown Land, Leasehold land, Rural land, Licences 179.1 Works 179.2 Shared Scheme 179.3 Crown Land 179.4 Leasehold land 179.5 Rural land 179.6 Licences 17

10. Bank's right to rectify 17

11. Bank's right to enter 17

12. Enforcement 1712.1 Events of Default 1712.2 Enforcement despite earlier payment 1912.3 Consequences of Default 19

13. Bank's Powers 1913.1 Bank may exercise Powers 1913.2 Powers on enforcement 1913.3 Removal of goods and

personal property 2013.4 Reasonable action 20

14. Appointment of Receiver 2014.1 Appointment 2014.2 Receiver other than as

Mortgagor's agent 2114.3 Powers of Receiver 21

15. Protection of Bank and Appointees 2215.1 Protection of Bank and Receiver 2215.2 Conflict of interests 2315.3 Liability for loss 23

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16. Indemnities 2316.1 Indemnity for breach or preservation

of rights 2316.2 Indemnity for exercise of rights or

proceedings 2316.3 Indemnity for Currency Conversion 2416.4 Recovery from the Secured Property 24

17. Application of money 2417.1 Order 2417.2 Only actual receipts credited 2417.3 Compensation 2417.4 Contingent debts 2417.5 Receipts 25

18. Continuing Security 2518.1 Nature of obligations and enforcement 2518.2 Continuity 2518.3 Suspension on Mortgagor's rights 2518.4 No marshalling 2518.5 Effect of Insolvency Event 25

19. Attorney 2619.1 Appointment 2619.2 Powers 2619.3 Ratification 2619.4 Protection for registration authorities 26

20. Discharge 26

21. Notices 2721.1 Method of serving notices 2721.2 Notices Through the Bank’s Website 2721.3 Effective Time 2721.4 Time of Receipt 27

22. Confidentiality 28

23. Amendment and Assignment 2823.1 Amendment 2823.2 Assignment 28

24. General 2924.1 Governing Law 2924.2 Liability for costs and expenses 2924.3 Further Assurances 2924.4 Waiver of Power 2924.5 Operation of this Mortgage 2924.6 Operation of indemnities 29

24.7 Consents 3024.8 Statements by Bank 3024.9 Combination and Set off 3024.10 No merger 3024.11 Exclusion of contrary legislation 3024.12 Inconsistency 3024.13 Attorneys 3024.14 Time of the essence 30

25. Variations 30Schedule 1 - Works (clause 9.1) 32Schedule 2 - Shared Scheme (clause 9.2) 32Schedule 3 - Crown Land (clause 9.3) 33Schedule 4 - Leasehold land (clause 9.4) 34Schedule 5 - Rural land (clause 9.5) 34Schedule 6 - Licences (clause 9.6) 35

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The terms contained in this Mortgage form part of any mortgage given to the Bank which, by reference, incorporates them.The part of this Mortgage which the Mortgagor signs may contain clauses which either alter or conflict with the following terms of this Mortgage. In such a case, the clauses in the part of this Mortgage which you sign prevail. By signing this Mortgage, the Mortgagor mortgages the Secured Property and undertakes the liabilities and obligations set out in this Mortgage. The Mortgagor also gives the Bank rights concerning the Mortgagor and the Secured Property.

1. Definitions and Interpretation

1.1 DefinitionsThe following definitions apply in this Mortgage:(a) "Attorney" means an attorney appointed under

a Facility Document.(b) "Authorisation" means:

(i) an authorisation, consent, licence, permit, approval, declaration, exemption, notarisation or waiver, however it is described; and

(ii) in relation to anything that could be prohibited or restricted by Law if a Governmental Agency acts in any way within a specified period, the expiry of that period without that action being taken,

including any renewal or amendment.(c) "Authorised Officer" means:

(i) in the case of the Bank, a director, secretary or a person who for the time being, holds or is authorised to act temporarily in a position and whose job title is, or includes any of the words, "Director", "Chief", "Manager", "Head", "Company Secretary", "Counsel", "Legal Adviser" or "Treasurer" or any solicitor or legal practitioner authorised by the Bank to act for the Bank; and

(ii) in the case of the Mortgagor, the Mortgagor and each person appointed by the Mortgagor to act as an Authorised Officer for the purposes of this Mortgage.

(d) "Bank" means Commonwealth Bank of Australia ABN 48 123 123 124 AFSL / Australian credit licence 234945 trading as Bankwest, its successors and assigns and where the context requires includes a Receiver or Attorney appointed by, or acting on behalf of, the Bank.

(e) "Business Day" means each day on which the Bank is open for general banking business in the Relevant State, excluding Saturdays, Sundays and Australian national public holidays.

(f) "Collateral Security" means a Security Interest (other than this Mortgage) or any other document from any person that secures or guarantees the performance of any Obligations including the payment or repayment of any Secured Money, and includes any agreement regulating the priority of any Security Interest that relates to the Secured Property.

(g) "Contaminant" means anything (including liquid, solid, gas, odour, temperature, sound, vibration or radiation) which makes or may make the Secured Property or the Environment:(i) unsafe or unfit for humans or animals; or(ii) degraded in any way including in its

capacity to support plant life; or(iii) materially diminished in value.

(h) "Contract" means a contract or other document in connection with the Works including the plans and specifications.

(i) "Corporations Act" means the Corporations Act 2001 (Cth) and any regulations made under that Act.

(j) "Crown Land" means land which is held under the Crown Land Acts.

(k) "Crown Land Acts" means all legislation under which the Crown in right of the State or Territory of the Commonwealth of Australia where the Secured Property is located may dispose of any estate or interest in or rights to occupy or use land vested in it.

(l) "Electronic Communication" means:(i) a communication of information in the form

of date, text or images by means of guided or unguided electromagnetic energy, or both including email communications; or

(ii) a communication of information in the form of sound by means of guided or unguided electromagnetic energy, or both, where the sound is processed at its destination by an automated voice recognition system.

(m) "Encumbrance" means any:(i) notice under section 218 or 255 of the

Income Tax Assessment Act 1936 (Cth) or under section 260-5 in schedule 1 to the Tax Administration Act 1953 (Cth) or under any similar provision of a State, Territory or Commonwealth Law;

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(ii) right in a person other than the Mortgagor to take something from land (known as a "profit a prendre"), easement, public right of way or restrictive or positive covenant;

(iii) equity, interest, caveat, memorial, garnishee order or writ of execution;

(iv) lease, licence to use or occupy, possession adverse to the Mortgagor, permit or authority;

(v) right of set-off, assignment of income or monetary claim; or

(vi) declaration or claim that property is of significance to aboriginal peoples,

or any agreement to create any of them or allow them to exist.

(n) "Environment" has all meanings given to it or any similar term in the Laws of the jurisdiction in which the Secured Property is situated and includes all aspects of human surroundings.

(o) "Environmental Law" means a provision of a Law which relates to an aspect of the Environment or health.

(p) "Event of Default" means an event or circumstance described in clause 12 or in any Schedule of this Mortgage or specified as an event of default in any other Facility Document.

(q) "Facility Document" means:(i) this Mortgage;(ii) any document or agreement which records

or evidences the terms on which any Secured Money is payable to the Bank or the terms on which any Obligation to the Bank is to be performed;

(iii) any Collateral Security;(iv) any document or agreement that the

parties agree in writing is a Facility Document for the purposes of this Mortgage or any document which is described, identified or referred to as a "Facility Document" or a "Transaction Document" in a document or agreement to which the Bank and any Relevant Person are parties and which relates to the Secured Property or any Obligation;

(v) any document or agreement that is entered into under any of the above;

(vi) any document or agreement that amends, supplements, replaces or novates any of the above; and

(vii) any undertaking (whether or not in writing) by or to a party or its lawyers that is given under or relates to any of the above.

(r) "Financial Indebtedness" means an obligation (whether present or future, actual or contingent) to pay or deliver any money or commodity under or in respect of any financial accommodation including under or in respect of any:(i) money borrowed or raised;(ii) redeemable or repurchaseable share

or stock;(iii) bill of exchange, promissory note or other

financial instrument (whether or not transferable or negotiable);

(iv) put option or buyback or discounting arrangement in respect of any property;

(v) lease, licence or other arrangement in respect of any property entered into primarily to raise finance or to finance the acquisition of that property (other than a lease, licence or arrangement which may be accounted for as an operating lease under applicable generally accepted accounting principles);

(vi) hire purchase or deferred payment obligation for any property or service;

(vii) interest or currency swap or hedge arrangement, financial option, futures contract or analogous transaction; or

(viii) arrangement which achieves the same or a similar commercial effect as or to any of the above,

and any Guarantee of financial indebtedness of another person.

(s) "Governing Body" means each entity which administers any Shared Scheme of which the Secured Property is part.

(t) "Governmental Agency" means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, regulator, commission, authority, tribunal, agency or entity.

(u) "GST" has the meaning given in section 195 - 1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(v) "Guarantee" means a guarantee, indemnity, letter of credit or legally binding letter of comfort, suretyship, performance bond, acceptance or endorsement, or other undertaking or obligation:(i) to provide funds (including by the purchase

of property), or otherwise to make property available, in or to enable payment or discharge of;

(ii) to indemnify against the consequences of default in the payment of; or

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(iii) otherwise to be responsible for,any liability, undertaking or obligation including Financial Indebtedness (whether or not it involves the payment of money), or otherwise to be responsible for the solvency or financial condition, of any other person.

(w) "Guarantor" means any person giving a Guarantee to the Bank of an Obligation or relating to the Secured Money; the person or persons referred to in any Facility Document as a Guarantor or a surety and each person (except the Mortgagor) who grants a Security Interest securing the performance of an Obligation or payment or repayment of the Secured Money.

(x) "Input Tax Credit" has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(y) "Insolvency Event" means the happening of any of these events:(i) an application is made to a court for an

order or an order is made that a body corporate be wound up;

(ii) an application is made to a court for an order appointing a liquidator or provisional liquidator in respect of a body corporate, or one of them is appointed, whether or not under an order;

(iii) except to reconstruct or amalgamate while solvent on terms approved by the Bank, a body corporate enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;

(iv) a body corporate resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent on terms approved by the Bank or is otherwise wound up or dissolved;

(v) a person is or states that the person is unable to pay the person's debts when they fall due;

(vi) as a result of the operation of section 459F(1) of the Corporations Act, a body corporate is taken to have failed to comply with a statutory demand;

(vii) a body corporate is, or makes a statement from which it may be reasonably deduced by the Bank that the body corporate is, the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act;

(viii) a person takes any step to obtain protection or is granted protection from the person's creditors, under any applicable legislation;

(ix) a person becomes an insolvent under administration as defined in section 9 of the Corporations Act or action is taken which could result in that event;

(x) a Controller, manager, trustee, Administrator, or similar officer is appointed in respect of the whole or any part of the property of a body corporate; or

(xi) anything analogous or having substantially similar effect to any of the events specified above happens under the Law of any applicable jurisdiction.

and "Insolvent" and "Insolvency" have a corresponding meaning.

(z) "Insurances" means all contracts and policies of insurance that are taken out by or on behalf of the Mortgagor or in which the Mortgagor has an interest.

(aa) "Law" means statute, subordinate legislation, any regulation, order or decree which has legislative effect, common law or equity.

(bb) "Licence" means a licence, certificate of registration, permit or other form of authority (including a licence to sell liquor, a licence to discharge hazardous wastes, a consent to develop and use land or any Water Rights) which allows an activity to be carried out on or in connection with the Secured Property.

(cc) "Material Adverse Effect" means, in respect of a person, a material adverse effect in the reasonably held opinion of the Bank on:(i) the person's business, property or

financial condition;(ii) the person's ability to perform its

obligations under a Facility Document; (iii) the effectiveness or priority of any Security

Interest in a Facility Document; or(iv) the value of any Secured Property.

(dd) "Mortgage" means this mortgage of which this Memorandum forms part and any cover sheet, Schedules and annexures.

(ee) "Mortgagor" means the person or persons described as "Mortgagor" on the cover sheet of this Mortgage and when 2 or more persons are named, a reference to the "Mortgagor" is to be construed in accordance with clause 1.5 and if the person or persons enters into this Mortgage as trustee of any trust or trusts includes the relevant person or persons in their capacity as trustee of the relevant Trust or Trusts.

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(ff) "Obligations" means at any time, all liabilities, undertakings and obligations including Financial Indebtedness of the Mortgagor to the Bank under or by reason of:(i) any Facility Document; or(ii) any other transaction, matter or event.Obligations include all liabilities, undertakings and obligations which:(iii) are liquidated or unliquidated including

interest and costs;(iv) are present, prospective, actual

or contingent;(v) are in existence before or come into

existence on or after the date of this Mortgage;

(vi) relate to the payment of money or the performance or omission of any act;

(vii) sound in damages only;(viii) accrue as a result of any Event of Default;(ix) are reasonably foreseeable as likely, after

that time, to fall within any of items (i) to (viii) above; or

(x) arise from a banker and customer relationship, or any other relationship,

and irrespective of:(xi) whether the Mortgagor is liable or obligated

solely, or jointly, or jointly and severally with another person;

(xii) the circumstances in which the Bank comes to be owed each liability or obligation and in which each liability or obligation comes to be secured by this Mortgage, including, any assignment of any liability or obligation or of this Mortgage:

(xiii) whether or not the Mortgagor consented to or knew of the assignment;

(xiv) no matter when the assignment occurred; (xv) whether or not the entitlements of the

original creditor were assigned with this Mortgage; and

(xvi) the capacity in which the Mortgagor and the Bank comes to owe or be owed that liability or obligation.

(gg) "Overdraft Reference Rate" means the Bank’s business variable overdraft reference rate as published by the Bank from time to time in such newspapers as the Bank may select or on our public website at www.bankwest.com.au or, if its publication is discontinued, the nearest equivalent rate as determined by the Bank acting reasonably.

(hh) “Overdue Rate” means the rate specified as such in any other Facility Document, or if none is specified, the aggregate of the Overdraft Reference Rate plus 4.5% per annum or such lesser rate as the Bank may determine from time to time acting reasonably and in good faith.

(ii) "Permitted Security Interest" means:(i) a Security Interest created under a Facility

Document; and(ii) a Security Interest that the Bank approves

before it arises, where the amount secured does not increase, and the time for payment of that amount is not extended, beyond the amount and time approved by the Bank.

(jj) "Potential Event of Default" means an event which with the giving of notice, lapse of time or fulfilment of a condition, would be or would be likely to be an Event of Default.

(kk) "Power" includes power, right, discretion and remedy of the Bank, Receiver or Attorney, as applicable, whether under this Mortgage, any other Facility Document or under any Law.

(ll) "Receiver" means a person or persons appointed as receiver or receivers or receiver and manager or receivers and managers under this Mortgage.

(mm) "Reduced Input Tax Credit" has the meaning given in section 195-1 of the A New Tax System (Goods and Services) Act 1999 (Cth).

(nn) "Relevant Person" means each of the Mortgagor, any Guarantor and each person (if any) in respect of which the Mortgagor has on or before the date of this Mortgage or at any time during the currency of this Mortgage:(i) guaranteed to the Bank the satisfaction by

that person of all or any part of that person's obligations and liabilities to the Bank; or

(ii) agreed to indemnify the Bank against any loss arising out of, inter alia, any failure by that person to satisfy all or any part of its obligations and liabilities to the Bank;

and any Related Body Corporate of any of the above.

(oo) "Relevant State" means the State or Territory in the Commonwealth of Australia in which the Secured Property is situated.

(pp) "Resumption" means a resumption, appropriation, termination of or compulsory acquisition of the Secured Property under a statute or otherwise including a restriction or order under which compensation is payable in connection with the Secured Property.

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(qq) "Secured Money" means all money the payment or repayment of which from time to time forms part of the Obligations.

(rr) "Secured Property" means:(i) the land described on the cover sheet of

this Mortgage;(ii) all the Mortgagor's estate and interest in

the land;(iii) fixed structures or improvements on the

land or fixed to it;(iv) the rights of the Mortgagor under all

Insurances relating to any part of the Secured Property;

(v) any growing or native crops on the land; (vi) all of the Mortgagor’s right, title and interest

under or in connection with any Water Rights attached to the land;

(vii) all rights and Licences attaching to the land or the Mortgagor’s estate or interest in the land; and

(viii) all rights the Mortgagor holds as licensee under the law of the sale of liquor, operation of gaming machines or conduct of a club on the Secured Property including any right to claim or receive a payment of money because the Mortgagor holds or held such Licence.

(ss) "Security Interest" means any Encumbrance, bill of sale, mortgage, charge, lien, pledge, hypothecation, title retention arrangement, covenant, negative pledge, agreement, Guarantee, trust or Power as or in effect as security for the payment of a monetary obligation or the performance or observance of any obligation and any right or arrangement with any person to have that person's claims satisfied prior to the claims of others.

(tt) "Shared Scheme" means each scheme or plan which is regulated by Shared Scheme Law and which affects the Secured Property.

(uu) "Shared Scheme Law" means any legislation which provides for the:(i) subdivision and development of land with

shared property;(ii) subdivision of buildings;(iii) management of land which is subdivided

and has shared property; or(iv) management of subdivided buildings.

(vv) "Tax Invoice" has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(ww) "Taxable Supply" has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act l999 (Cth).

(xx) "Taxes" means any tax (including GST), levy, impost, deduction, charge, withholding and duty (including stamp and transaction duty and GST) imposed by any Governmental Agency together with any related interest, penalty, fine, costs and expenses except if imposed on the overall net income of the Bank.

(yy) "Trust" means any disclosed or undisclosed trust on behalf of which the Mortgagor enters into this Mortgage as trustee.

(zz) "Trust Deed" means any document relating to the constitution, creation or formation of the Trust as varied from time to time.

(aaa) "Trust Fund" means the trust fund comprising the property held by the Mortgagor as trustee under the Trust Deed.

(bbb) "Water Rights" means all and any present and future right, title and interest (including any access rights and contractual rights), of any person, whether held directly or indirectly, under or in connection with:

(i) the delivery, extraction, supply or use of water from any artificial or natural water sources of any kind;

(ii) any rights and entitlements under or in connection with the whole or part of any licence, permit, authority, entitlement, allocation, right or approval issued to any person by any Governmental Agency or under any Law relating to the supply and use of water resources;

and including, for the removal of doubt, any rights and obligations to, in replacement or substitution of, the rights referred to in or contemplated by any of the above.

(ccc) "Works" means construction, excavation, demolition work or earthworks on or in connection with the Secured Property.

1.2 InterpretationHeadings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this Mortgage, except where the context makes it clear that a rule is not intended to apply.(a) A reference to:

(i) Law includes any amendment, replacement or re-enactment of it;

(ii) a document or agreement, or a provision or term of a document or agreement, includes any amendment, replacement or novation of it;

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(iii) a party to this Mortgage or to any other document or agreement includes a permitted substitute or a permitted assign of that party including persons taking by novation, and if the Mortgagor entered into this Mortgage as trustee of any trust, includes any future trustee of the relevant Trust;

(iv) a person includes an individual, a firm, a body corporate, an unincorporated association, an authority and any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, Administrator or successor in title of the person;

(v) any thing includes the whole and each part of it; and

(vi) a clause, paragraph, item or schedule is a reference to a clause, paragraph, item or Schedule of this Mortgage.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word "agreement" includes an undertaking or other binding arrangement or understanding, whether or not in writing.

(g) The words "Administrator", "Books" "Controller", "Financial Statements", "Holding Company", "Related Body Corporate", "Related Entity" and "Subsidiary" have the same meanings as in the Corporations Act.

(h) A reference to an accounting term is to be interpreted in accordance with approved accounting standards under the Corporations Act, the Corporations Regulations and, if not inconsistent with these accounting standards, generally accepted principles and practices in Australia consistently applied over time.

(i) A reference to "cost" or "costs" means costs, losses, liabilities, charges, expenses, fees, imposts, levies, duties, Taxes, and other amounts lawfully incurred, or imposed including fines and penalties on a full indemnity basis taking into account any Input Tax Credit available to the person who incurred the cost or on whom the cost was imposed and includes:

(i) legal costs (including internal legal costs) on whichever is the higher of a full indemnity basis or solicitor and own client basis;

(ii) amounts paid or that the Bank reasonably believes are payable, to persons engaged by the Bank (such as consultants) in connection with the Facility Documents or the transactions contemplated by the Facility Documents; and

(iii) the Bank's internal administration costs at the rate and on the basis determined by the Bank, acting reasonably, from time to time.

(j) A reference to "party" includes the Bank and the Mortgagor, and where the context requires it, any Relevant Person, even though that person may not have executed this Mortgage.

(k) Where a Relevant Person is required to do any act or thing under this Mortgage the Relevant Person must do it at its own expense.

1.3 Business DaysIf the day on or by which a person must do something under this Mortgage is not a Business Day:(a) if the act involves a payment, the person must

do it on or by the next Business Day unless that day falls in the following month, in which case, on the previous Business Day; and

(b) in any other case, the person must do it on or by the previous Business Day.

1.4 ProhibitionIf the Mortgagor is prohibited from doing anything, it is also prohibited from:(a) allowing or causing it to be done; and(b) doing or omitting to do anything which results in

it happening.

1.5 Multiple partiesIf a party is made up of more than one person, or a term is used in this Mortgage to refer to more than one party, the obligations of those persons or parties are joint and several. Any reference to that party or that term is a reference to each of those persons separately and any right of those persons is held by each of them severally.

1.6 Mortgage RegistrationThe Mortgagor authorises the Bank to do all things necessary to register this Mortgage in accordance with the Law, including digitally signing an electronic counterpart of this Mortgage to enable its electronic registration.

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2. Payment of Secured Money

2.1 Payments and PerformanceThe Mortgagor must:(a) (obligation to pay) punctually pay the Secured

Money when it becomes payable in accordance with the provisions of the Facility Documents or any other written agreement between the Mortgagor and the Bank or, after default under any agreement, on demand by the Bank; and

(b) (satisfaction of obligations) satisfy, or procure the satisfaction of, the Obligations in accordance with the provisions of the Facility Documents or any other written agreement between the Mortgagor and the Bank.

2.2 Mortgagor must pay interest(a) The Mortgagor must pay interest on each

amount that is not paid when due (unless the Mortgagor is already required to pay interest on the unpaid amount by the provisions of a Facility Document or any other agreement between the Bank and the Mortgagor), from (and including) the day on which it falls due to (but excluding) the day on which it is paid in full, at the rate calculated in accordance with clause 2.2(b). This interest must be paid on demand.

(b) Interest on an unpaid amount accrues each day at the Overdue Rate for that day and is capitalised (if not paid) monthly.

2.3 Interest after judgmentIf a liability of the Mortgagor becomes merged in a judgment or order, the Mortgagor, as an independent obligation, must pay interest on the amount of that liability, from (and including) the date of the judgment or order until it is paid in full, at the higher of the rate that applies under the judgment or order and the rate calculated in accordance with clause 2.2.

2.4 Accrual and calculation of interestUnless the Bank and the Mortgagor have agreed otherwise in the Facility Documents (other than this Mortgage) interest under this clause:(a) accrues daily; and(b) is calculated on the basis of the actual number

of days on which interest has accrued and of a 365 day year.

2.5 Currency ConversionThe Mortgagor must pay the Secured Money in the currency of the Commonwealth of Australia unless the Bank has agreed to a different currency. If the Bank receives payment in a currency other than that in which it is due, the Bank may convert the amount received into the due currency (to do this it may be necessary to convert through a third currency) on the day and at such rates as the Bank, acting

reasonably, considers appropriate. The Bank may deduct the costs of conversion. The Mortgagor satisfies its obligation to pay in the other currency only to the extent of the amount of the other currency purchased after deducting the costs of conversion.

2.6 TaxesThe Mortgagor must make all payments under the Facility Documents in full, without set off and free and clear of any withholding or deduction of any Taxes. If the Law requires the Mortgagor to withhold or deduct Taxes from a payment so that the Bank would not actually receive for its own benefit on the due date the full amount provided for under this Mortgage or other Facility Documents then:(a) the amount payable is increased so that, after

making that deduction and deductions applicable to additional amounts payable under this clause 2.6, the Bank is entitled to receive, and does receive, the amount it would have received if no deductions had been required;

(b) the Mortgagor must make the deductions; and(c) the Mortgagor must pay the full amount

deducted to the relevant Governmental Agency in accordance with the applicable Law and deliver the original receipts to the Bank.

2.7 GST(a) If the Bank makes a Taxable Supply under or in

connection with this Mortgage or any other Facility Document,(i) the Mortgagor agrees that:

(A) any amount expressed to be payable for that Taxable Supply is the GST exclusive amount, unless a contrary intention is clear; and

(B) where the Mortgagor must pay the Bank for that Taxable Supply, the Mortgagor must pay the GST exclusive amount plus GST; and

(ii) the Bank will issue a Tax Invoice.(b) The Mortgagor's obligation to reimburse the

Bank for an amount paid or payable to a third party (eg an obligation to pay the Bank's or another party's legal costs) includes GST on the amount paid or payable to the third party except to the extent that the Bank obtains an Input Tax Credit or Reduced Input Tax Credit (as appropriate) for that GST.

(c) If a party has the benefit of an indemnity for a cost, loss, liability or expense on which that party must pay GST, the indemnity is for the cost, loss, liability or expense plus all GST (except any GST for which that party obtains an Input Tax Credit or Reduced Input Tax Credit (as appropriate)).

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8

(d) If a payment under an indemnity gives rise to a liability to pay GST, the payer must pay, and indemnify the payee against, the amount of that GST.

(e) Except where the Mortgagor has already paid an amount to the Bank on account of GST under clause 2.7(a), the Mortgagor must indemnify the Bank against, and must pay the Bank the amount of, any GST that is payable for any Taxable Supply by the Bank under a Facility Document.

(f) The Mortgagor must make a payment under clause 2.7(e) at the same time as the consideration (or the first part of it) for the Taxable Supply is due.

3. Representations and Warranties

3.1 Representations and WarrantiesThe Mortgagor represents and warrants that:(a) (power) it has full legal capacity, power and

authority to:(i) own its property and to carry on its

business; and(ii) enter into the Facility Documents to which it

is a party and to carry out the transactions that they contemplate;

(b) (Authorisations) it holds each Authorisation necessary to:(i) enable it to properly execute each Facility

Document to which it is a party and to carry out the transactions that they contemplate;

(ii) ensure that each Facility Document to which it is a party is legal, valid, binding and admissible in evidence; and

(iii) enable it to properly carry on its business,and it is complying with any conditions to which any of these Authorisations is subject;

(c) (documents effective) each Facility Document to which it is a party constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and Laws affecting creditors' rights generally), and this Mortgage and each Collateral Security which purports to create a security constitutes an effective security over the property that is stated to be subject to it with the priority that it contemplates, subject to any necessary stamping or registration;

(d) (ranking) its payment obligations under this Mortgage rank ahead of all its unsecured and unsubordinated payment obligations (whether present or future, actual or contingent), other than obligations that are mandatorily preferred by Law;

(e) (no contravention) neither its execution of the Facility Documents to which it is a party, nor the carrying out by it of the transactions that they contemplate, does or will:(i) contravene any Law;(ii) contravene any Authorisation;(iii) contravene any undertaking or instrument

binding on it or its property;(iv) contravene its constitution; or(v) require it to make any payment or delivery

in respect of any Financial Indebtedness before it would otherwise be obliged to do so;

(f) (no litigation) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the knowledge of any of its officers after due inquiry, threatened which, if adversely decided, could have a Material Adverse Effect on it or any Relevant Person;

(g) (Financial Statements and other information) the most recent Financial Statements of the Mortgagor; all other information and reports given to the Bank in relation to the Mortgagor, its relevant Related Entities and any Facility Document, and any forecasts and opinions in them, to the best of the Mortgagor’s knowledge and after due inquiry by the Mortgagor:(i) are true, fair and accurate;(ii) reflect all actual and contingent liabilities;(iii) are not misleading in any material respect

(including by omission); and(iv) are prepared in accordance with any

applicable Law,and that there has been no change in the financial position or credit worthiness of the Mortgagor and its relevant Related Entities on a consolidated basis since the date of those accounts which could have a Material Adverse Effect;

(h) (disclosure of relevant information) it has disclosed to the Bank all the information of which it is aware or ought reasonably to be aware which may have an adverse effect on the ability of the Mortgagor to perform its obligations under the Facility Documents or which is reasonably likely to be material to an assessment by the Bank of the risks that it assumes by entering into any Facility Document or which may have caused the Bank not to enter into any Facility Document;

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(i) (no default) no Event of Default or Potential Event of Default has occurred;

(j) (no Controller) no Controller is currently appointed in relation to any of its property, or any property of any of its Related Bodies Corporate; and

(k) (solvency) there are no reasonable grounds to suspect that the Mortgagor or any of its Related Bodies Corporate is unable to pay its debts as and when they become due and payable.

3.2 Representations and warranties regarding Secured PropertyThe Mortgagor represents and warrants that:(a) (title) it is or is entitled to be registered as

proprietor of the Secured Property free from Security Interests other than Permitted Security Interests;

(b) (no Security Interest, rights or other interest) the Secured Property is free from all Security Interests (other than Permitted Security Interests) and that it has told the Bank about all rights and other interests affecting the Secured Property of which it is aware or ought reasonably to be aware;

(c) (no trust) it does not hold any interest in the Secured Property as trustee of any trust which has not been declared to, and agreed to in writing by, the Bank;

(d) (Environment) the Mortgagor has duly complied with all Laws including Environmental Law applicable to it and the Secured Property;

(e) (native title) there is no pending or existing claim or declaration that the Secured Property is of significance to aboriginal peoples or subject to native title, and the Mortgagor is not aware of any circumstances which would give rise to such a claim or declaration;

(f) (no encroachment) there is no:(i) encroachment onto the Secured Property

by improvements on or used with adjoining land or encroachment by improvements on or used with the Secured Property onto adjoining land; or

(ii) Resumption,other than those agreed to in writing by the Bank;

(g) (no Contaminant) there is no Contaminant on the Secured Property other than as agreed to in writing by the Bank; and

(h) (no breaches) to the best of the Mortgagor’s knowledge and after due inquiry, there is no existing breach of any covenant contained or implied in any Licence or lease relating to or forming part of the Secured Property.

3.3 Representations and Warranties regarding WorksIf any document or lease relating to or forming part of the Secured Property requires the Mortgagor to carry out Works on the Secured Property and that obligation has not at the date of this Mortgage been complied with, the Mortgagor represents and warrants that this Mortgage is required by the Mortgagor:(a) to enable the Mortgagor to repay money

borrowed by the Mortgagor for the purpose of acquiring the Secured Property;

(b) to secure money borrowed by the Mortgagor for the purpose of acquiring the Secured Property; or

(c) to enable the Mortgagor to comply with a building and development provision in a Crown lease comprised in the Secured Property.

3.4 Representation and warranties regarding TrustIf the Mortgagor enters into this Mortgage as trustee of a trust, then the Mortgagor represents and warrants that:(a) (trustee) it is:

(i) the sole trustee of the Trust; it has not given any notice of resignation and is not aware of any action or proposed action to remove or replace it or to appoint any additional trustee; or

(ii) in the case of there being more than one trustee of the Trust, not aware of any notice of resignation of any trustee or of any action or proposed action to remove or replace any trustee or to appoint any additional trustee;

(b) (full disclosure) where the Bank has required it to do so, it has disclosed to the Bank full particulars of the terms of the Trust and provided to the Bank copies of the Trust Deed including variations, deletions, substitutions and additions;

(c) (true copies) all documents provided to the Bank as part of the Mortgagor complying with clause 3.4(b), are true and current copies of those documents in force at the date of this Mortgage;

(d) (appropriate powers and action) it has power under the Trust Deed to execute and perform its obligations under this Mortgage and has taken all action reasonably necessary to authorise the execution and performance of this Mortgage under the Trust Deed;

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(e) (benefit of trusts) this Mortgage is executed and all transactions secured by this Mortgage are or will be entered into as part of the due and proper administration of the Trust, are or will be for the commercial benefit of the Trust and are or will be for the benefit of the beneficiaries of the Trust;

(f) (right of indemnity and lien) it has an unrestricted and unlimited right to be fully indemnified out of the Trust Fund and has not released or disposed of its equitable lien over the Trust Fund;

(g) (no default) it is not in default under the Trust Deed;

(h) (duly constituted) the Trust is duly constituted and has not terminated, and no vesting date for the Trust has been determined prior to the final vesting date for distribution specified in the Trust Deed;

(i) (fiduciary obligations) it has complied with all fiduciary obligations directly or indirectly imposed on it;

(j) (priority over beneficiaries) the rights of the Bank will rank in priority to the claims of the beneficiaries of the Trust; and

(k) (accounts) the most recent accounts of the Trust and any forecasts or opinions in them, to the best of the Mortgagor’s knowledge and after due inquiry:(i) are true, fair and accurate;(ii) reflect all actual and contingent liabilities; (iii) are not misleading in any material respect

(including by omission); and(iv) are prepared in accordance with any

applicable Law,and that there has been no change in the financial position or credit worthiness of the Trust since the date of those accounts which could have a Material Adverse Effect.

3.5 Repetition of representations and warrantiesThe representations and warranties in this clause are taken to be repeated every 3 months after the date of this Mortgage; each time the Mortgagor accepts an extension, variation or refinance of the Obligations and whenever a payment (including a payment of interest) is due to the Bank under any Facility Document on the basis of the facts and circumstances as at that date.

3.6 Reliance on representations and warrantiesThe Mortgagor acknowledges that the Bank has agreed to take part in the transactions that the Facility Documents contemplate and enter into this Mortgage in reliance on the representations and warranties that are made or repeated in this clause.

3.7 No representations by the BankThe Mortgagor acknowledges that it has not relied and will not rely on any representation, statement or promise made by or on behalf of the Bank in deciding to enter into any Facility Document or to exercise any right under it.

4. Covenants and Undertakings

4.1 General undertakingsThe Mortgagor must:(a) (comply with Law) comply with and take all

reasonable steps to ensure that each of its Related Bodies Corporate complies with, all applicable Law and carry out on time all its obligations under Law and Obligations;

(b) (keep Books):(i) keep, and ensure that each of its Related

Bodies Corporate keeps, proper Books recording its activities and those of each of its Related Bodies Corporate (including financial records in accordance with the Corporations Act), and permit the Bank or its representatives on request to examine and take copies of them; and

(ii) keep the Books relating to the activities of the Mortgagor safe and at its registered office or at its principal place of business;

(c) (hold Authorisations) obtain and maintain each Authorisation necessary to:(i) execute and ensure that each Facility

Document, to which it is a party, is legal, valid, binding and admissible in evidence;

(ii) carry out the transactions that they the Facility Documents contemplate; and

(iii) enable it to properly carry on its business,and must comply with any conditions to which any of these Authorisations is subject;

(d) (no Administrator) not appoint, and take all reasonable steps to ensure that none of its Related Bodies Corporate appoints, an Administrator without prior notification to the Bank;

(e) (registration and stamping) promptly at its own cost:

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(i) sign all documents and do all things reasonably necessary to enable the Bank to register this Mortgage and any electronic counterpart of this Mortgage on any appropriate register including, obtaining any consents and documents of title from the holder of any prior Security Interest over the Secured Property; and

(ii) ensure that this Mortgage is stamped for the proper amount in each State and Territory of the Commonwealth of Australia in which this Mortgage is required to be stamped; and

(f) (constitution) not amend, and take all reasonable steps to ensure that none of the Related Bodies Corporate amend, its constitution in a way which could have a Material Adverse Effect.

4.2 Reports and informationThe Mortgagor must promptly give the Bank:(a) (Financial Statements and other

information) all Financial Statements and other information and documents reasonably required by the Bank under any Facility Document or, as otherwise reasonably required by the Bank from time to time, including:(i) copies of the consolidated and

unconsolidated audited (or unaudited, if agreed to by the Bank) Financial Statements for the Mortgagor for each financial year or half year); and

(ii) any information and documents relating to or in connection with the Secured Property (including any lease, tenancy, agreement or arrangement), the Facility Documents, Licences or any Works and the business, property or financial condition of the Mortgagor or its Related Entities;

(b) (notice of default) as soon as it becomes aware that an Event of Default or Potential Event of Default has occurred, full details of that Event of Default or Potential Event of Default;

(c) (notice of Contamination) as soon as it becomes aware of any allegation, declaration or determination by any third party, including, without limitation, any Governmental Agency, of any Contaminant to which the Bank has not consented on the Secured Property, full details of that allegation, declaration or determination; and.

(d) (notice of litigation) as soon as it becomes aware, full details of any current or threatened legal action, arbitration, statutory demand, dispute resolution process, conciliation or administrative proceedings involving the Secured Property or an amount of more than $5,000.

4.3 Positive undertakings regarding Secured PropertyThe Mortgagor must:(a) (outgoings):

(i) by the due date, pay:(A) all outgoings (including rent and Taxes)

payable or deductible by it, other than any amount which it is contesting in good faith where failure to pay that amount will not have a Material Adverse Effect on it or prejudice the Secured Property; and

(B) any contested amount after the final determination or settlement of the relevant contest; and

(ii) on request by the Bank, promptly hand to the Bank evidence of every payment covered by this undertaking;

(b) (maintenance and repair):(i) maintain the Secured Property in a good

and tenantable state of repair and in good working order and condition; and

(ii) promptly rectify defects in the repair and condition of the Secured Property (fair wear and tear excepted);

(c) (not alter the Secured Property) unless the Bank has consented, ensure that:(i) no material alteration is made to the

Secured Property; and(ii) no material variation, waiver, release,

rescission, repudiation or termination is made to or in connection with any document or agreement included in or relating to the Secured Property;

(d) (protect Secured Property) protect the Secured Property from theft, loss or damage;

(e) (conduct business) conduct and maintain any business carried on by the Mortgagor on the Secured Property in a proper, efficient and businesslike manner;

(f) (licences and permits)(i) obtain and renew at the proper times, and

comply with any conditions attaching to, all Authorisations necessary in relation to the Secured Property or its business;

(ii) authorise any Authorised Officer of the Bank to apply to any relevant Governmental Agency for information about the Mortgagor or any Authorisation held by it or on its behalf; and

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(iii) after an Event of Default has occurred, and on request from the Bank take all reasonable steps to enable the transfer of any Authorisation to the Bank or the Bank’s nominee;

(g) (comply with other Security Interests) comply on time with all its obligations in connection with any Security Interest over the Secured Property;

(h) (deposit documents) subject to the rights of any mortgagee under a prior mortgage, deposit with the Bank promptly any documents of title relating to the Secured Property;

(i) (comply with consents) comply on time with terms attaching to any approval or consent given by the Bank in connection with the Facility Documents;

(j) (remove caveats) promptly do everything necessary to remove any caveat, memorial or writ of execution lodged in respect of the Secured Property which the Bank has not consented to and which would not be removed automatically on exercise of the Bank's power of sale under this Mortgage;

(k) (give notices) promptly give the Bank any notice or order received from a Governmental Agency about the use or condition of the Secured Property including:(i) a copy of any penalty notice or direction to

clean-up the Secured Property issued by any Governmental Agency; and

(ii) of any revocation, suspension, modification, refusal or failure to renew any authorisation or approval under any Law relating to the Secured Property or the Mortgagor’s business;

(l) (preserve and protect) promptly do everything necessary and reasonably required by the Bank to:(i) preserve and protect the value of the

Secured Property; or(ii) protect and enforce its title and the Bank's

title as mortgagee of the Secured Property;(m) (prosecute applications) prosecute with

reasonable diligence, applications which the Bank reasonably requires the Mortgagor to make to any person for permission to use the Secured Property for any purpose which the Bank reasonably specifies;

(n) (notify of native title) notify the Bank promptly, and take such action as the Bank may reasonably request, if any part of the Secured Property is or becomes:

(i) of significance to aboriginal peoples under any Law relating to aboriginal heritage; or

(ii) the subject of any claim under any Law relating to native title;

(o) (comply with Environmental Laws) duly and promptly comply with all Environmental Laws applicable to it or to the Secured Property and, if so requested by the Bank from time to time:(i) provide evidence to the Bank of such

compliance; and(ii) procure at its own cost an environmental

audit of the Secured Property by consultants approved by the Bank;

(p) (protect against Contaminants) take every precaution which a prudent owner of property of a similar type and in a similar location to the Secured Property would take to ensure that no Contaminant is on, or moves onto, the Secured Property or is released or escapes from the Secured Property;

(q) (rectify damage and comply with obligations) if a Contaminant to which the Bank has:(i) not consented is on the Secured Property,

remove it immediately and make good any damage to the Secured Property caused by the Contaminant or its removal; or

(ii) consented, is on, or moves onto, the Secured Property, comply with all its obligations in connection with the Contaminant including, without limitation, laws and requirements and orders of authorities, and also take every precaution which a prudent owner of property of a similar type and in a similar location to the Secured Property would take in relation to the Contaminant.

(r) (minimise impact of Contaminants) if a Contaminant is released or escapes from the Secured Property, do everything necessary to ensure that its impact on the Secured Property and the Environment is minimised and make good any damage it causes; and

(s) (breaches) give the Bank prompt notice of any breach or alleged or potential breach of any Environmental Laws and promptly take such action as may be reasonably required to remedy any such breach and any damage caused.

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4.4 Negative Undertakings regarding Secured PropertyThe Mortgagor may not, without the Bank’s prior written consent (see clause 24.7):(a) (change use) change the use of the

Secured Property or discontinue any business carried on by the Mortgagor on the Secured Property which change or discontinuance is likely to have, in the reasonable opinion of the Bank, a Material Adverse Effect on the Secured Property or the saleability of the Secured Property;

(b) (increase amounts secured) increase or allow to be increased the amount secured by a Security Interest over the Secured Property other than this Mortgage;

(c) (lessen value) do or omit to do anything or allow anything to be done or omitted to be done that might, in the reasonable opinion of the Bank, lower the value of or otherwise prejudicially affect the Secured Property;

(d) (pull down or remove) pull down or remove from its position at the date of this Mortgage immovable property, buildings, plant, fixtures, fittings or machinery forming part of or used in connection with the Secured Property. The Bank may not withhold that consent unreasonably if pulling down or removal is:(i) necessary because the immovable

property, buildings, plant, fixtures, fittings or machinery or any part is materially damaged or unsafe (in which case the Mortgagor must replace it with property of no lesser value which is not worn out, damaged or unsafe unless the Bank has agreed otherwise); or

(ii) required by Law or in connection with refurbishment;

(e) (nuisance) do anything on the Secured Property which causes a nuisance or disturbance to the owners, occupiers or users of any nearby land;

(f) (affect rights) take any steps under any Law which could adversely affect the rights of the Bank in relation to the Secured Property;

(g) (lodge caveats) lodge, or agree to the lodgement of, any caveat in respect of the Secured Property;

(h) (enter into or vary lease or licence) enter into or vary a lease of or licence to use or occupy the Secured Property in a way which adversely affects the value of the Secured Property or cause or permit the rent or licence fee payable under a lease or licence to be varied to an amount which adversely affects the value of the Secured Property;

(i) (surrender lease or licence) surrender a lease of or licence to use or occupy the Secured Property; or

(j) (remove chattels) if the Mortgagor leases the Secured Property together with the use of chattels, remove any of the chattels, (except for their repair or replacement in the ordinary course of business).

4.5 Undertakings relating to InsuranceThe Mortgagor must:(a) (insure Secured Property and Works) keep

the Secured Property and the Works insured on terms approved by the Bank (which approval may not be unreasonably withheld) for its full insurable value on a replacement and reinstatement basis against fire and the other usual risks against which a prudent owner of property of a similar type to the Secured Property would insure;

(b) (other insurance) maintain insurance on terms approved by the Bank (which approval may not be unreasonably withheld), covering workers compensation, public risk and other insurances which a prudent person engaged in a similar business or undertaking to that of the Mortgagor on the Secured Property would insure;

(c) (notification of interest) ensure that the Bank's interest as mortgagee is noted on the policies required to be taken out by the Mortgagor in accordance with clause 4.5(a), unless the Bank requires that those policies instead be in the names of the Mortgagor and the Bank for their respective rights and interests;

(d) (undertaking) if so requested by the Bank, procure an undertaking from any insurer in favour of the Bank that it will not cancel or let lapse any Insurances without having given the Bank 14 days prior written notice of its intention to do so;

(e) (insurance policies) if requested by the Bank, promptly give the Bank evidence of all current insurance policies over or relating to the Secured Property or any business conducted by the Mortgagor on the Secured Property. Such evidence must be to the Bank’s reasonable satisfaction;

(f) (premiums) pay each insurance premium before the due date and, on request from the Bank, produce receipts for the payment;

(g) (compliance with terms) comply with all the terms and conditions of the Insurances;

(h) (rectify) promptly rectify anything which might prejudice or reduce any Insurance and reinstate the Insurance if it lapses;

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(i) (no prejudice to policies) not, without the Bank's prior consent (see clause 24.7):(i) insure the Secured Property otherwise than

in accordance with clause 4.5(a); or(ii) vary, cancel or allow to lapse Insurances in

connection with the Secured Property;(j) (notice to Bank) notify the Bank promptly when:

(i) an event occurs which gives rise or might give rise to a claim under or which could prejudice any Insurances required by this sub-clause; or

(ii) any policy of insurance required by this clause is cancelled or may be cancelled or the insurance cover reduced; or

(iii) any insurance claim is refused either in part or in full.

(k) (use of proceeds) (i) ensure that the proceeds of any Insurances

over or comprising part of the Secured Property which are not required by the insurer to be applied in replacement or reinstatement are paid to the Bank. After satisfying claims taking priority over this Mortgage the Bank may apply the proceeds at its discretion, acting reasonably, in one or more of the following ways:(A) towards replacement or reinstatement

of the Secured Property; or(B) in the manner described in clause 17.1;

and(ii) If the Mortgagor receives any proceeds

from any Insurances and the proc eeds are for serious damage to the Secured Property then:(A) the Mortgagor must promptly tell

the Bank;(B) hold the proceeds for the Bank and

pay to the Bank so much of the proceeds towards payment of the Secured Money as the Bank reasonably requires; and

(C) the Mortgagor must use the proceeds as the Bank reasonably directs, including to reinstate the Secured Property or carry out the Works;

(l) (conduct of claims) ensure that the Bank may, but the Mortgagor may not (without the Bank's prior consent (see clause 24.7)), enforce, conduct, settle or compromise claims under any Insurances required by this Mortgage, whether or not that Insurance also covers other property. If the Bank acts under this paragraph, it will do

so in a reasonable manner having regard to the Mortgagor’s interests under any such claim and the Bank’s rights under the Facility Documents.

Clauses 4.5(a) and 4.5(k) do not apply to any part of the Secured Property which is part of a Shared Scheme under the Shared Scheme Law if the Shared Scheme Law requires either the Mortgagor or the Governing Body to insure the Secured Property but the rest of this sub-clause applies in connection with insurances required by Schedule 2.

4.6 Undertakings regarding TrustIf the Mortgagor enters into this Mortgage as trustee of a trust, whether or not it is disclosed to the Bank, then the Mortgagor:(a) (mortgage binding) acknowledges that this

Mortgage is binding on it personally and in its capacity as trustee of the Trust;

(b) (legal and beneficial interest charged) in giving this Mortgage, charges the whole of the legal and beneficial interest in the Secured Property;

(c) (successor trustee) shall cause any successor to it as trustee of the Trust to execute such documents as the Bank may reasonably require to ensure that this Mortgage is binding on each such successor;

(d) (right of indemnity) on the occurrence of an Event of Default and on demand by the Bank, shall exercise the Mortgagor's rights of indemnity in relation to the Trust Fund and its rights against the beneficiaries of the Trust to cause payment of the Secured Money to the Bank or otherwise hold such rights for the Bank;

(e) (no conflict of interest) acknowledges that the giving of this Mortgage does not constitute a conflict of interest by the Mortgagor nor does the giving of this Mortgage constitute a breach of the terms of the Trust;

(f) (no resettlement) will ensure that no part of the Trust Fund is resettled or set aside or transferred to any other person, whether as trustee or otherwise or mixed with any other property;

(g) (no revocation) will ensure that its powers under the Trust Deed are not revoked or modified;

(h) (Financial Statements and other information) will give to the Bank, all Financial Statements and other information and documents reasonably required by the Bank under any Facility Document or, as otherwise reasonably required by the Bank from time to time, including;

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(i) copies of the audited (or unaudited, if agreed to by the Bank) Financial Statements for the Trust for each financial year or half year); and

(ii) any information and documents relating to or in connection with the Trust and the Trust Fund;

and undertakes that except with the Bank's prior consent (see clause 24.7):

(i) (no variation) the Trust Deed will not be varied;(j) (no retirement) the Mortgagor will neither retire

as trustee of the Trust nor appoint any new or additional trustee;

(k) (no breach) the Mortgagor will not do or suffer or omit to do any act or thing in breach of the Trust;

(l) (no early termination) the Mortgagor will not exercise or allow to be exercised any power to change the vesting date of the Trust or permit or allow an early determination of the Trust;

(m) (no release) the Mortgagor will not release or otherwise cause or permit to be lost or diminished the rights of indemnity which the Mortgagor may now or in the future have against the Trust Fund or against the beneficiaries; and

(n) (no distribution) the Mortgagor will not make any distribution of:(i) the capital of the Trust; or(ii) the income of the Trust,if an Event of Default has occurred.

5. Further Obligations relating to Secured Property

5.1 Restrictions on dealing with Secured PropertyThe Mortgagor may not, without the Bank's prior consent (see clause 24.7):(a) (disposals) dispose of, deal with, vary (or allow

to be varied) or part with possession of:(i) any estate or interest in the

Secured Property;(ii) rights or benefits in connection with the

Secured Property (including rights to air space, plot ratio, floor space ratio or other similar ratio); or

(iii) any estate or interest in connection with any lease or licence to use or occupy the Secured Property;

(b) (Security Interests) create or allow to come into existence a Security Interest which affects the Secured Property other than a Permitted Security Interest. If a Law does not require the

Bank’s consent to create or allow a Security Interest to come into existence, the Mortgagor must notify the Bank in writing not less than five Business Days before the Mortgagor creates or allows the Security Interest to come into existence. If required by the Bank, the Mortgagor will ensure that the party being granted the Security Interest, enters into a priority agreement in a form acceptable to the Bank;

(c) (subdivisions) dedicate for any public purpose, subdivide, consolidate or amalgamate the Secured Property;

(d) (leases) grant or accept the surrender of any lease of the Secured Property including under the powers of leasing and accepting surrenders of leases conferred by Law;

(e) (subletting) consent to the subletting of, give a licence to use or occupy or part with possession of the Secured Property;

(f) (easements) release, grant or vary an easement or covenant which affects or benefits the Secured Property; or

(g) (mining) consent to the grant of a mining tenement over or in relation to the Secured Property.

5.2 Further MortgagesIf the Bank, acting reasonably, requires the Mortgagor to mortgage any estate or interest in other land or other property the Mortgagor has or acquires:(a) under clause 7.1 and 8.1;(b) as a consequence of ownership of the Secured

Property; or(c) as a consequence of a surrender, Resumption

or exchange of any estate or interest in the Secured Property,

the Mortgagor must promptly execute in favour of the Bank a mortgage of that estate or interest on the same terms as this Mortgage or on similar terms acceptable to the Bank as further security for payment of the Secured Money.

5.3 Protection of the Bank’s interest in the Secured Property(a) On request by the Bank, the Mortgagor must

sign any document and take any other steps the Bank reasonably requires to:(i) ensure that this Mortgage is enforceable;(ii) overcome any problems which may affect

the validity, priority or enforceability of this Mortgage; and

(iii) enable the Bank to better exercise its rights under this Mortgage.

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(b) The Mortgagor must ensure that any person who claims to have an interest in the Secured Property also takes the steps referred to in clause 5.3(a) if requested by the Bank.

5.4 Valuation of the Secured PropertyIf any Bank officer or person engaged by the Bank, carries out any inspection or valuation of the Secured Property:(a) they do so for the Bank only and, unless a Law

provides otherwise, any reports made as a result of the inspection or valuation are the Bank’s exclusive property. This is the case even if the Mortgagor pays a fee for the inspection, valuation or report; and

(b) if the Bank lends against the Secured Property or does anything else as a result of any inspection, valuation or report, the Bank is not responsible for and makes no representation to the Mortgagor about the condition of the Secured Property; the quality of the title; the location of the boundaries; the construction of any building or the standard or value of the land or any building on the Secured Property to which the Secured Property may be put. It is the responsibility of the Mortgagor to make its own enquiries regarding all such matters and to make its own decisions.

6. Assignment of RentalsThe Mortgagor as beneficial owner absolutely assigns to the Bank by way of security the present and future right, title and interest of the Mortgagor to all rental income derived from the Secured Property from time to time. Despite anything to the contrary in this Mortgage:(a) Unless agreed otherwise in any Facility

Document, until further notice to the Mortgagor from the Bank, the Mortgagor may continue to collect and receive the rental income derived from the Secured Property;

(b) the Mortgagor shall at all times remain liable to perform and observe all the duties and obligations of the Mortgagor under any lease of the Secured Property;

(c) the Bank shall not by reason of this Mortgage have any responsibility for, or be obliged to perform, any obligation or responsibility under any lease of the Secured Property;

(d) the Mortgagor shall take all reasonable steps to procure the due performance by each of the parties to any lease of the Secured Property; and

(e) the Bank shall not, because it becomes entitled to any rental income under any lease of the Secured Property, be deemed to have consented to that lease.

7. Encroachments

7.1 Obtain EasementsIf any improvement on the Secured Property at any time encroaches onto adjoining property, then the Mortgagor must rectify the encroachment, obtain an easement to authorise its continued existence or obtain title to the land the subject of the encroachment.

7.2 Remove EncroachmentsIf any improvement on adjoining land at any time encroaches on the Secured Property, then if the Bank so directs, the Mortgagor must remove the encroachment and the Mortgagor may not grant an easement to authorise its continued existence without the Bank's prior consent (see clause 24.7).

8. Resumption

8.1 Further MortgageThe Mortgagor must mortgage on the same terms as this Mortgage or on similar terms acceptable to the Bank as security for the payment of the Secured Money any compensation or payment and the benefit of any right to compensation or payment which results from:(a) a Resumption;(b) the imposition or variation of a planning

instrument or an order affecting the Secured Property;

(c) the restriction of a right to develop the Secured Property; or

(d) a declaration or claim that the Secured Property is of significance to aboriginal peoples.

8.2 Mortgagor to support or opposeIf there is a proposal to do anything referred to in clause 8.1, then the Mortgagor must do everything which the Bank reasonably requires to either support or oppose the proposal.

8.3 CompensationIf the Mortgagor becomes entitled to compensation or a payment, then the Mortgagor must:(a) promptly give the Bank full particulars of and

any documents relating to it;(b) at the Bank's reasonable request, promptly

prosecute with reasonable diligence the Mortgagor's rights in connection with the compensation or payment;

(c) do everything which the Bank reasonably requires to assist the Bank in prosecuting its rights in connection with the compensation or payment; and

CBA.0517.0052.0064

(d) at the Bank's reasonable request, appeal against any determination made by any competent body with respect to the claim, to any court or authority having jurisdiction or power to determine the appeal.

Subject to clause 16.4, the Bank may require that the proceeds of compensation or the payment be held by the recipient in a separate account with the Bank, and the proceeds of compensation or the payment shall be paid in accordance with clause 17.

8.4 Bank may conductThe Bank may, but the Mortgagor may not (without the Bank's prior consent (see clause 24.7)) enforce, conduct, settle or compromise claims in relation to any compensation or payment.

9. Works, Shared Scheme, Crown Land, Leasehold land, Rural land, Licences

9.1 WorksIf the Mortgagor proposes to carry out, carries our or continues any Works on the Secured Property, then Schedule 1 of this Mortgage applies.

9.2 Shared SchemeIf the Secured Property is a Shared Scheme or part of a Shared Scheme, then Schedule 2 of this Mortgage applies.

9.3 Crown LandIf the Secured Property is Crown Land, then Schedule 3 of this Mortgage applies.

9.4 Leasehold landIf the Secured Property is leasehold land, then Schedule 4 of this Mortgage applies.

9.5 Rural landIf the Secured Property is agricultural, horticultural or pastoral land, then Schedule 5 of this Mortgage applies.

9.6 LicencesIf a Licence is required for any activity carried out on or in connection with the Secured Property, then Schedule 6 of this Mortgage applies.

10. Bank's right to rectify(a) If the Mortgagor breaches this Mortgage, the

Bank may do everything it considers to be reasonably necessary to remedy the breach to the Bank's satisfaction. The Bank is not obliged to do so.

(b) Clause 10(a) does not limit any other right the Bank has under this Mortgage or at Law.

11. Bank's right to enterA person authorised by the Bank may, on reasonable notice and at reasonable times, enter the Secured Property to do any one or more of the following:(a) inspect the condition of the Secured Property or

any Works;(b) determine whether the terms of the Facility

Documents are being complied with;(c) inspect and take copies of Books;(d) investigate the affairs and financial position of

the Mortgagor; (e) exercise any Powers of the Bank in this

Mortgage; and(f) anything which the Mortgagor should have done

under this Mortgage but which the Mortgagor has not done reasonably promptly and to the Bank’s reasonable satisfaction.

The Mortgagor must give the person authorised to enter reasonable assistance including obtaining any necessary consent.The requirements to give reasonable notice and to enter the Secured Property at reasonable times are dispensed with:

(i) in an emergency situation which may include, but is not limited to, a situation where the Secured Property is or is likely to become unsafe or affected by serious damage; or

(ii) the Mortgagor requests the Bank to enter the Secured Property.

12. Enforcement

12.1 Events of Default The Mortgagor is in default under this Mortgage if:(a) (non-payment) the Secured Money or any part

of the Secured Money is not paid on time;(b) (other Obligations) the Mortgagor fails to

comply with any of its Obligations and:(i) the Bank reasonably considers that the

failure cannot be remedied; or(ii) the Bank reasonably considers that the

failure can be remedied, and the failure is not remedied within 7 Business Days after the Bank has given the Mortgagor a notice setting out the failure,

and for the purposes of this clause 12.1(b) a failure to deliver a commodity or any other thing on the date it is due to be delivered is a failure which cannot be remedied;

CBA.0517.0052.0065

18

(c) (misrepresentation) any information, representation, warranty or statement made by, or repeated by, a Relevant Person, in or in connection with any Facility Document is untrue or misleading (whether by omission or otherwise) when so made or repeated;

(d) (Insolvency Event) an Insolvency Event occurs in respect of any Relevant Person;

(e) (cease carrying on business) if the Mortgagor ceases or threatens to cease carrying on all or a material part of its business;

(f) (Material Adverse Effect) an event or a change occurs which could have a Material Adverse Effect on any Relevant Person;

(g) (cross-default) any condition, covenant, term or provision of any other Facility Document is breached or not complied with, or an event of default (however described) occurs under any other Facility Document;

(h) (Security Interest) the Mortgagor:(i) creates or permits to exist any Security

Interest over or affecting any Secured Property, other than a Permitted Security Interest;

(ii) disposes of, declares a trust over or otherwise creates an interest in any of the Secured Property in breach of the terms of this Mortgage; or

(iii) attempts to do anything specified in the preceding subparagraphs;

(i) (compulsory acquisition) all or a material part of the Secured Property of any Relevant Person is compulsorily acquired by any Governmental Agency or any Relevant Person sells or divests itself of all or a material part of the Secured Property because it is required to do so by a binding order from a Governmental Agency, and any Relevant Person does not receive compensation for the acquisition, sale or disposal which is reasonably acceptable to the Bank;

(j) (inability to perform) if a Relevant Person ceases for any reason to be able lawfully to carry out all the transactions which any Facility Document contemplates may be carried out by it;

(k) (provisions void) all or any material provision of any Facility Document is or becomes void, voidable, illegal or unenforceable or of limited force (other than because of equitable principles, Laws regarding unfair contract terms, or Laws affecting creditors' rights generally);

(l) (special investigations) any matter relating to any Relevant Person becomes subject to an investigation under any Law relating to companies;

(m) (termination of lease) a lease or licence of any property on which a Relevant Person carries on business is terminated because of any default by a Relevant Person;

(n) (recommendations) without the Bank's prior consent, the Mortgagor does not implement any recommendations made in any environmental audit carried out under clause 4.3(o)(ii);

(o) (value affected) in the reasonable opinion of the Bank:(i) the value to the Bank of this Mortgage or

any other Facility Document is materially and adversely affected; or

(ii) the value to the Bank of or the Bank’s priority to any of the Secured Property is at risk which may include a devaluation of the Secured Property or the Bank losing priority to the Secured Property;

(p) (Resumption) a Resumption occurs or a planning instrument affecting the Secured Property is imposed or varied which means that the use to which the Secured Property is being put must cease or be materially varied or a building, structure or improvement on it must be removed or materially altered;

(q) (requisitions) a Governmental Agency raises a requisition:(i) relating to a transfer of the Secured

Property to the Mortgagor;(ii) relating to an Security Interest ranking in

priority to this Mortgage;(iii) relating to the manner or validity of the

execution of any Facility Document; or(iv) requiring the discharge, modification

or withdrawal of any other dealing as a prerequisite to the registration of that transfer or Security Interest or this Mortgage,

and the requisition has not been complied with to the satisfaction of the Governmental Agency within 14 days of the date of the requisition;

(r) (non production of Documents) a title deed or instrument which has to be produced to a Governmental Agency as a prerequisite to lodgement or registration of this Mortgage is not produced within seven days of the Bank requesting the production (which need not be in writing);

(s) (no dealing number) registration of this Mortgage depends on this Mortgage being connected with documents lodged with a prior unregistered dealing and the Mortgagor does not notify the Bank or the Bank's solicitors of the dealing number within seven days of the Bank requesting that number;

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(t) (lease holder) where the Secured Property is a leasehold estate:(i) an alteration in the terms of the lease

occurs which, in the Bank’s reasonable opinion, adversely affects the Secured Property;

(ii) any material breach of the lease occurs; or(iii) any option to renew or extend a Lease is

not exercised promptly and within time;(u) (request to exercise) if any Relevant Person by

written notice requests the Bank to exercise any Power under this Mortgage.

12.2 Enforcement despite earlier paymentThis Mortgage may be enforced:(a) even if the Bank accepts a payment of interest

or other amount or performance of an Obligation after any default; and

(b) without the need for any notice to, or of any consent or agreement of, the Mortgagor or any other person unless such notice, consent or agreement cannot be excluded by Law.

12.3 Consequences of DefaultIf the Mortgagor is in default, the Bank need not make funds available under any Facility Document.

13. Bank's Powers

13.1 Bank may exercise Powers (a) If an Event of Default occurs and the Bank

chooses to enforce this Mortgage whether by exercising any Power or appointing a Receiver or otherwise then, except in the cases described in clause 13.1(b), the Bank will give the Mortgagor a notice before doing so. The notice will set out:(i) the default; and(ii) require the Mortgagor to fix the default (if it

can be fixed) within the period stated in the notice; and

(iii) contain any other information the Law requires the Bank to give to the Mortgagor.

(b) The Bank need not give the Mortgagor a notice referred to in clause 13.1(a) or wait for any other period to elapse if:(i) the Bank believes on reasonable grounds

that the default cannot be remedied, unless a notice is required by a Law and such a notice cannot be excluded; or

(ii) the Bank believes on reasonable grounds that:(A) the Bank was induced by fraud to enter

into this Mortgage or a Facility Document; or

(B) urgent action is necessary to protect the Secured Property or make the Secured Property safe; or

(iii) the Bank has made reasonable attempts to locate the Mortgagor without success; or

(iv) any court so orders.(c) If, before any Power may be exercised under

this Mortgage, any Law:(i) requires a specified period of notice or

lapse of time to occur, then that period of notice must be given or that lapse of time must occur; or

(ii) provides that a period of notice or lapse of time may be fixed by this Mortgage, 1 day is fixed as that period of notice or lapse of time including where applicable, as the period of notice or lapse of time during which:(A) default must continue before a notice

is given or requirement otherwise made for payment of the Secured Money or the observance of obligations under this Mortgage; and

(B) a notice or requirement for payment of the Secured Money or the observance of obligations under this Mortgage must remain not complied with before any Powers may be exercised; or

(iii) allows the parties to this Mortgage to agree that the Powers may be exercised, including enforcement of this Mortgage, without the giving of a notice, the Mortgagor agrees that the Bank need not give the Mortgagor a notice before exercising any Power.

Any notice or lapse of time prescribed by section 57 of the Real Property Act 1900 (NSW) (not being notice or lapse of time relating to default in payment of the Secured Money) or the equivalent in any other State or Territory of the Commonwealth of Australia is dispensed with.

13.2 Powers on enforcementIf the Bank has given the Mortgagor notice under clause 13.1(a) or clause 13.1(c) and the Mortgagor does not fix the default within the time allowed in the notice, or the Mortgagor is in default and the Bank is not required to give the Mortgagor a notice, the Bank or any of its Authorised Officers may:(a) decide that the Secured Money is due and

payable immediately without further notice to the Mortgagor;

(b) exercise any of the Powers and powers that might be exercised by a Receiver even if a Receiver has not been appointed;

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20

(c) appoint a Receiver;(d) complete any transfer or instrument of any

nature executed by or on behalf of the Mortgagor in blank and deposited with the Bank as Collateral Security, in favour of the Bank or any appointee of the Bank or any other person;

(e) do anything else with or to the Secured Property that the Mortgagor could do including:(i) take possession of, have access to and

make use of the Secured Property including carrying on any business or activity on the Secured Property;

(ii) receive rents and profits and any other payments which may be derived from the Secured Property;

(iii) manage the Secured Property;(iv) sell, lease, subdivide, or where it is

reasonable to do so, improve the Secured Property; and

(v) carry out Works on the Secured Property where the Bank reasonably determines that it is necessary to do so to manage or restore the Secured Property to good condition; to prepare the Secured Property for sale, lease or subdivision or to do any combination of the above.

The Bank may do any or all of the above things in any order and the Bank may do so at any time after the time stated in the notices elapses or, if the Bank is not required to give the Mortgagor a notice, at any time.

13.3 Removal of goods and personal property(a) If the Bank enters into possession of the Secured

Property, the Mortgagor must promptly remove all goods and personal property (such as furniture, or plant and equipment) which are not part of the Secured Property or otherwise secured to the Bank under a Collateral Security. If the Mortgagor does not remove the goods and personal property from the Secured Property when required by the Bank, the Bank may:(i) remove the goods and personal property

from the Secured Property and:(A) store them in another place; or(B) if the goods and personal property

have little or no value, dispose of them without notice to the Mortgagor; or

(ii) allow a person who has a registered Security Interest over the goods to remove the goods and personal property from the Secured Property.

(b) In determining how to dispose of the goods and personal property, the Bank may have them independently appraised or valued. Unless the Mortgagor produces satisfactory evidence to the contrary, the independent appraisal or valuation is sufficient evidence of the condition or value (or both) of the goods and personal property.

(c) If the Bank stores the goods and personal property in another place, the Bank will give the Mortgagor notice of the location of the goods and personal property. If the Mortgagor does not claim the goods and personal property within 30 days of the date of the notice, the Bank may:(i) leave the goods and personal property in

storage and the manager of the storage facility may sell those goods and personal property to recover storage costs;

(ii) sell all or part of the goods and personal property on the Mortgagor’s behalf and pay any proceeds of such sale in the following order:(A) in payment of the Bank’s reasonable

costs of removal, delivery, storage, sale or disposal of the goods and personal property, which costs form part of the Secured Money; and

(B) to the Mortgagor as directed by the Mortgagor, or in the absence of such direction, into an account in the name of the Mortgagor with the Bank or by sending a bank cheque payable to the Mortgagor by prepaid post to the address of the Mortgagor last known to the Bank; or

(iii) dispose of the goods and personal property in any other manner the Bank reasonably decides, if the likely costs of sale exceeds the value of the goods and personal property.

13.4 Reasonable actionThe Bank will act reasonably when it does anything under this clause 13 and will not be liable to the Mortgagor for any loss or damage suffered by the Mortgagor in respect of any goods and personal property.

14. Appointment of Receiver

14.1 AppointmentIf this Mortgage has become enforceable (whether or not the Bank has entered into possession of all or any of the Secured Property) the Bank or any Authorised Officer of the Bank may at any time:

CBA.0517.0052.0068

(a) appoint any person or any 2 or more persons either jointly or jointly and severally to be a Receiver of the Secured Property;

(b) remove the Receiver and in case of the removal, retirement or death of any Receiver appoint another as a replacement; and

(c) fix the remuneration of the Receiver.Subject to clause 14.2 and the next sentence, every Receiver appointed under this subclause will be the Mortgagor's agent and the Mortgagor alone will be responsible for the Receiver's acts and defaults and remuneration. The Bank may by notice to the Mortgagor and the Receiver require the Receiver to act as the Bank's agent.

14.2 Receiver other than as Mortgagor's agentThe Power to appoint a Receiver under this clause may be exercised even though:(a) at the time when this Mortgage becomes

enforceable or when an appointment is made, an Insolvency Event has occurred; or

(b) a Receiver appointed in the circumstances specified in the preceding paragraph may not, or may not in some respects, act as the Mortgagor's agent.

14.3 Powers of ReceiverThe Receiver will have full power to do all or any of the following:(a) (clause 13.2 and clause 13.3) everything set out

in clauses 13.2(b), (d) and (e) and clause 13.3;(b) (Corporations Act) exercise all powers of a

receiver set out in the Corporations Act;(c) (exercise Powers) exercise the Powers of the

Mortgagor over or in connection with the Secured Property;

(d) (sell) subject to obligations imposed by Law, sell or agree to sell the Secured Property. In relation to the sale or agreement to sell:(i) the sale may take place whether or not the

Bank or the Receiver has taken possession of the Secured Property;

(ii) the sale may be by public auction, private treaty or by tender;

(iii) the sale may not be in one lot or in parcels, and with or without special provisions about title, or time, or mode of payment of purchase money, or otherwise;

(iv) the Secured Property may be sold together with any other property mortgaged in favour of the Bank or owned by the Bank;

(v) fixtures may be severed and sold apart from any real property;

(vi) the purchase money may remain secured by a charge or mortgage of the property sold, or secured by other security, or without security, and on any other terms without the Bank being responsible for any resultant loss;

(vii) the Receiver may enter into, rescind or vary a contract for sale, and resell without being responsible for loss, and execute assurances of the Secured Property in the name and on behalf of the Mortgagor or otherwise;

(viii) the Receiver may do anything to complete any sale which the Receiver reasonably considers necessary, and set aside from the proceeds of sale the amount which the Receiver reasonably considers necessary to meet future claims until the possibility of claims being made is ended;

(e) (give receipts) give receipts for all moneys and other assets which may come into the hands of the Receiver and such receipts shall exonerate any person paying or handing over such moneys or other assets from all liability to enquire as to the propriety or regularity of the Receiver's exercise of Power;

(f) (obtain benefits) obtain the benefit of any agreement entered into by the Mortgagor (including by specific performance);

(g) (institute proceedings) institute, conduct, defend, submit to arbitration, settle, compromise or defer in the name of the Mortgagor or otherwise on any terms any proceeding, claim, question or dispute in connection with the Secured Property or this Mortgage and execute releases or other discharges in connection with them;

(h) (delegate) delegate the Receiver's Powers including this Power of delegation to any person for any period;

(i) (pull down and improve) pull down, rebuild, erect, alter, improve, decorate, subdivide, amalgamate, consolidate, provide services to, insure, and maintain the Secured Property;

(j) (lease) lease or licence, end, renew, surrender, or accept the surrender of a lease or licence of, the Secured Property, and compromise with or make concessions to tenants, lessees or licensees, or agree to do any of these things, for any period and on any terms;

(k) (options) give a person an option to purchase, lease or license the Secured Property on any terms, and give, create, release or vary easements, profits a prendre or restrictions relating to the Secured Property;

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(l) (surrender) surrender or transfer the Secured Property to any person;

(m) (exchange) where it is reasonable to do so, exchange the Secured Property with a person for any estate or interest in other property of any tenure (with or without giving or receiving consideration). The property acquired may be dealt with by the Receiver as if it were part of the Secured Property and the Receiver may grant a Security Interest over that property for the payment of the Secured Money

(n) (convert tenure) convert the tenure or holding of the Secured Property into a different tenure or holding. The new tenure or holding may be dealt with by the Receiver as if it were the Secured Property and the Receiver may grant a Security Interest over the new tenure or holding for the payment of the Secured Money;

(o) (remove property) remove goods and personal property from the Secured Property and store that property in the name of the Mortgagor at the Mortgagor’s cost without liability for loss or damage suffered by the Mortgagor;

(p) (chattels) if there are chattels of the Mortgagor on the Secured Property, then the Receiver may lease or license the Secured Property together with the use of the chattels and may repair or replace any of them which are destroyed, lost, stolen or unfit for use;

(q) (pay rent and interest) if the Secured Property is leased by the Receiver together with the use of any chattels of the Mortgagor and any of the chattels are the subject of a leasing or hire-purchase agreement, then the Receiver may pay the rent and interest charges under those agreements and any instalments required by the terms of any agreement before crediting the balance to the Mortgagor's account;

(r) (shared scheme) do everything necessary to prepare and register a Shared Scheme in respect of the Secured Property;

(s) (use materials) use any materials of the Mortgagor on the Secured Property and seize and take possession of any tools, plant, machinery and other chattels and things of the Mortgagor which are in, on or about the Secured Property and which are reasonably necessary for completion of the Works;

(t) (comply with obligations) do anything which should have been done by the Mortgagor under this Mortgage but which has not been done or which the Receiver considers has not been done properly;

(u) (borrow) borrow or raise from any person, in the name and on behalf of the Mortgagor or otherwise, money required from time to time for any purpose mentioned in this clause and do any ancillary act (including draw, accept or endorse bills of exchange, enter into derivatives). Neither the Receiver nor any other person providing accommodation to the Receiver need enquire about the necessity or propriety of a borrowing or raising or is to be responsible for the misapplication or non-application of money borrowed or raised;

(v) (security) secure money borrowed or raised (including money raised under any factoring arrangement) by Security Interest over the Secured Property so that the Security Interest ranks in priority to, equally with or after this Mortgage;

(w) (open accounts) open and operate any account;(x) (employ persons) employ or engage persons

(including employees of the Receiver and consultants and professional advisers) in connection with the Powers conferred on the Receiver by this clause;

(y) (protect priority) do or cause to be done anything to protect the priority of this Mortgage, to protect the Mortgagor's or the Bank's estate or interest in the Secured Property, to enforce this Mortgage, to recover the Secured Money or to protect or enhance the Secured Property;

(z) (expend money) expend money or incur liabilities in exercising the Powers conferred on the Receiver by this clause; and

(aa) (incidental matters) do anything incidental to any of the Powers conferred on the Receiver by this clause 14.3.

15. Protection of Bank and Appointees

15.1 Protection of Bank and Receiver(a) The Bank is not obliged to:

(i) notify any debtor or (if applicable) any member of the Mortgagor or any other person of this Mortgage;

(ii) enforce payment of any money payable to the Mortgagor, or take any step or proceeding for any similar purpose; or

(iii) take any other or further security or guarantee or indemnity for the Obligations under a Facility Document,

but may do so.(b) None of the Bank, any of its Authorised Officers

or any Receiver is liable for any omission or delay in exercising any Power, under this

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Mortgage or for any involuntary loss or irregularity that may occur in relation to the exercise or non-exercise of any of them except to the extent of the Bank's or the Receiver's respective own negligence.

(c) The Bank’s rights and the Mortgagor’s liabilities under this Mortgage are not affected by any act or failure to act by the Bank or by anything else that might otherwise affect the Bank’s rights or the Mortgagor’s liabilities under Law, including:(i) the fact that the Bank gave any person a

concession, for example, more time to pay;(ii) the fact that the Bank releases, loses

the benefit of or does not obtain any other Security Interest or other guarantee or indemnity;

(iii) the fact that the Bank releases any person who guarantees or provides an indemnity in respect of the Obligations under a Facility Document;

(iv) the fact that the obligations of any person who guarantees or provides an indemnity may not be enforceable; or

(v) the death, mental or physical disability or insolvency of any person.

15.2 Conflict of interestsThe Bank, an Authorised Officer of the Bank or other person appointed by the Bank under this Mortgage, an Administrator of the Mortgagor appointed by the Bank, an Attorney and a Receiver may exercise or agree to exercise a Power even though that person may have a conflict of interests in exercising the Power.

15.3 Liability for loss(a) The Bank is not liable for any loss that the

Mortgagor suffers as a direct or indirect result of:(i) the exercise or attempted exercise of, or

failure to exercise, any of the Bank's Powers; and

(ii) any release or dealing with any other Security Interest (including any prejudice to or loss of the Mortgagor's rights of subrogation),

except to the extent of the Bank's own negligence.

(b) If the Bank or a Receiver enters into possession of the Secured Property, none of the Bank, any of its Authorised Officers or any Receiver is liable:(i) to account as mortgagee in possession or

for anything except actual receipts; or

(ii) for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable,

except to the extent of the Bank's or the Receiver's respective own negligence.

16. Indemnities

16.1 Indemnity for breach or preservation of rightsThe Mortgagor indemnifies the Bank against, and must pay the Bank on demand the amount of, all reasonable costs incurred in connection with:(a) any Event of Default or Potential Event of

Default;(b) the administration, and any actual or attempted

preservation or enforcement, of any rights under any Facility Document; and

(c) any amount required to be paid under any Facility Document not being paid on its due date including because of:(i) the cancellation, termination or alteration of

any swap or other arrangement made by the Bank to fund that amount; or

(ii) any liquidation or re-employment of deposits or other funds acquired by the Bank to fund that amount.

16.2 Indemnity for exercise of rights or proceedingsTo the extent permitted by Law, the Mortgagor indemnifies each of the Bank, each Authorised Officer of the Bank and each Receiver, Attorney, agent, Administrator of the Mortgagor or other person appointed under this Mortgage or the Corporations Act by or on behalf of the Bank as mortgagee under this Mortgage against, and must pay each of them on demand the amount of all reasonable costs that they each incur:(a) (directly or indirectly) in the exercise or attempted

exercise of any of the Powers (express or implied) vested in them under this Mortgage or by Law; and

(b) in connection with all proceedings, expenses, claims and demands in relation to anything done or omitted in any way relating to the Secured Property.

16.3 Indemnity for Currency ConversionIf a judgment, order or proof of debt in connection with the Secured Money is expressed in a currency (the "other currency") other than the currency in which the Secured Money is due (the "due currency"), then the Mortgagor indemnifies the Bank against:

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(a) any difference arising from converting the other currency if, when the Bank receives a payment in the other currency, the spot rate of exchange for converting the other currency into the due currency available to the Bank is less favourable to the Bank than the rate of exchange used for the purpose of the judgment, order or acceptance of the proof of debt; and

(b) the costs of conversion.The Mortgagor acknowledges that it may be necessary to convert the other currency through more than one currency to ascertain the spot rate of exchange available to the Bank.

16.4 Recovery from the Secured PropertyA person who is entitled to be indemnified for any costs, loss, liability, expense or Taxes under clauses 16.1, 16.2 or 16.3 may recover the amount to be indemnified direct from the Secured Property.

17. Application of money

17.1 Order(a) Money that the Bank or a Receiver receives

under or because of this Mortgage is to be applied in the following order:(i) (sale expenses) first, if all or part of

the Secured Property is disposed of, in payment of all reasonable costs and expenses incurred by the Bank or a Receiver in disposing of the Secured Property;

(ii) (prior claims) then in payment to any person with a prior claim which the Bank accepts;

(iii) (expenses) then in payment of all reasonable expenses that the Bank or a Receiver incurs in or incidental to the exercise or attempted exercise of a Power or otherwise in relation to any Facility Document;

(iv) (outgoings) then in payment of any other outgoings that the Receiver or the Bank consider are reasonable to pay;

(v) (Receiver) then in payment to the Receiver of any remuneration (whether by way of commission or otherwise);

(vi) (indemnities) then in payment to the Bank or a Receiver of any amount necessary to give effect to any indemnity contained in this Mortgage;

(vii) (Secured Money) then in payment to the Bank of the Secured Money or any part or parts of the Secured Money and in any order of payment that the Bank, acting reasonably, determines,

except that money received by the Bank or a Receiver arising from the exercise in Tasmania of the power of sale contained in this Mortgage will be applied in the order set out in (i) to (vii) above after discharge of prior mortgages and Encumbrances to which the sale was not made subject (if any).

(b) Any surplus will belong to the Mortgagor or other persons entitled to it. The Bank or Receiver may pay the surplus to the credit of a bank account in the name of the Mortgagor or other person entitled to it and will then be under no further liability in relation to it. The surplus will not accrue interest.

17.2 Only actual receipts creditedIn applying any money towards the Secured Money, the Mortgagor's account will be credited only with the amount of the money that the Bank actually receives for that purpose. The credit will date from the time of receipt.

17.3 CompensationIf any compensation becomes payable for the Secured Property, the Bank may:(a) apply the sum received on account of any

compensation, at the Bank's option, acting reasonably, in or towards repayment of the Secured Money or, if applicable, to reinstate or repair the Secured Property;

(b) make, enforce, settle or compromise any claims relating to compensation; and

(c) execute any necessary assurances and releases in the name of the Mortgagor and the Bank.

If any compensation comes into the hands of the Mortgagor before a final irrevocable discharge of this Mortgage, the Mortgagor must promptly pay it to the Bank.

17.4 Contingent debtsIf the Bank receives money in connection with this Mortgage when part of the Secured Money is owing (contingently or otherwise), then the Bank may deposit an amount not exceeding that part in an interest bearing deposit account on terms which the Bank thinks fit with any person (including the Bank and any of its Related Entities) until that part becomes actually payable or no longer falls within the definition of "Secured Money". At that time the Bank may retain for its own account the amount which is then actually payable to it. The balance is to be paid in accordance with clause 17.1.

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17.5 ReceiptsIf:(a) an instalment of principal or interest forming

part of the Secured Money falls due for payment by the Mortgagor; and

(b) the Bank receives money or allows a credit under this Mortgage,

then the Bank may apply that money or credit first in satisfaction of the instalment and secondly towards satisfaction of any other part of the Secured Money then due for payment.

18. Continuing Security

18.1 Nature of obligations and enforcementThe Mortgagor's obligations in this Mortgage:(a) are principal obligations, and not ancillary or

collateral to any other right or obligation; and(b) may be enforced against the Mortgagor without

the Bank first being required to: (i) exhaust any remedy it may have against

any Relevant Person; or(ii) enforce any Collateral Security.

18.2 ContinuityThis Mortgage:(a) is a continuing security, and remains in full force

until a final irrevocable discharge of this Mortgage is given to the Mortgagor despite any transaction or other thing (including a settlement of account or intervening payment); and

(b) will apply to the present and future balance of the Secured Money and the Obligations which are presently or in the future due for performance.

18.3 Suspension on Mortgagor's rightsAs long as any Secured Money remains unpaid or any Obligations have not been performed, the Mortgagor may not, without the Bank’s consent:(a) reduce the Mortgagor’s liability under this

Mortgage by claiming that the Mortgagor or any other person has a right of set-off or counterclaim against the Bank;

(b) claim to be entitled to the benefit of another Security Interest given in connection with the Secured Money or the Secured Property. For example, the Mortgagor may not try to enforce any Security Interest the Bank has taken to ensure repayment of the Secured Money;

(c) exercise any rights or claim any amount from any Relevant Person under a right of contribution or otherwise;

(d) claim an amount in the insolvency of a Relevant Person;

(e) have or exercise any rights as surety or guarantor in competition with the Bank,

except to the extent that the Mortgagor has a right of set off granted by Law which cannot be excluded by agreement.

18.4 No marshallingThe Bank is not under any obligation to exercise its rights under Law to "marshal" or appropriate in favour of the Mortgagor or to exercise, apply, perfect or recover any Security Interest that the Bank holds at any time or any funds or property that the Bank may be entitled to receive or have a claim on.

18.5 Effect of Insolvency Event(a) If any Relevant Person is wound up or

bankrupted, the Mortgagor irrevocably authorises the Bank to:(i) prove for all money that the Mortgagor has

paid under this Mortgage; and(ii) retain and carry into a suspense account

and appropriate at the Bank's discretion, acting reasonably, any dividends and other money received in relation to the Secured Money,

until the Secured Money has been irrevocably paid and discharged in full. The Bank is not obliged to do this.

(b) If an Insolvency Event has occurred in relation to a Relevant Person, any amount paid by that Relevant Person (as the case may be) within the preceding 6 months (the "relevant payment") will only be applied against any Secured Money if:(i) the Bank forms the reasonable opinion

(which, in the absence of a clear error, will be conclusively binding on the Mortgagor) that it will not be required to pay the relevant payment to any person under any Law relating to bankruptcy, winding up or the protection of creditors; or

(ii) a final judgment is given by a court of competent jurisdiction in favour of the Bank that it is not required to pay the relevant payment to any person under any Law relating to bankruptcy, winding up or the protection of creditors.

(c) If an amount is applied against any Secured Money and the Bank forms the reasonable opinion that it is obliged to pay the relevant payment to any person under any Law relating to bankruptcy, winding up or the protection of creditors:(i) the Bank's rights are to be reinstated and

will be the same in relation to that amount as if the application, or the payment or transaction giving rise to it, had not been made; and

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(ii) the Mortgagor must promptly do anything (including the signing of documents) reasonably required by the Bank to restore to the Bank any Security Interest to which it was entitled immediately before that application or the payment or transaction giving rise to it.

(d) Any discharge or release between the Bank and the Mortgagor is subject to reinstatement of the Bank's rights under this clause 18.5.

(e) This Mortgage remains in effect despite the death or Insolvency of the Mortgagor.

19. Attorney

19.1 AppointmentThe Mortgagor appoints the Bank, each Authorised Officer of the Bank and each Receiver severally its attorney to secure the payment of the Secured Money and perform the Obligations of the Mortgagor. The Mortgagor cannot revoke any such appointment.

19.2 PowersIf an Event of Default occurs or clause 13.1(b) applies, each Attorney may:(a) (exercise Powers of Mortgagor) in the name

of the Mortgagor or the Attorney do anything which the Mortgagor may lawfully do including anything the Mortgagor is required to do under this Mortgage or any Facility Document;

(b) (sell property) without limiting clause 19.2(a), sell any land or leases the subject of this Mortgage (and included in the Secured Property), lease the land or surrender or obtain or accept the surrender of any lease of the land, and lodge or withdraw caveats either wholly or partially; and for the Mortgagor and in its name to sign such transfers, instruments and other documents and do all such acts, matters and things as may be necessary or expedient for carrying out the Powers conferred by this Mortgage;

(c) (delegate) delegate its Powers (including this Power of delegation) to any person for any period and revoke a delegation;

(d) (exercise rights) acting reasonably, exercise all or any Powers available under or in connection with the Secured Property (including rights exercisable by an attorney appointed by an instrument in the form of the 19th Schedule to the Transfer of Land Act 1893 (WA) or equivalent legislation in any other State or Territory of the Commonwealth of Australia or available under the Corporations Act or any other statute); and

(e) (conflict) exercise or concur in exercising its Powers even if the Attorney has a conflict of duty in exercising its Powers or has a direct or personal interest in the means or result of that exercise of Powers.

19.3 RatificationThe Mortgagor must ratify anything done by the Attorney or its delegate in accordance with clause 19.2.

19.4 Protection for registration authoritiesAny person (including without limitation any registration authority in Australia or elsewhere) dealing with an Attorney appointed under clause 19.1 is:(a) (entitled to rely) entitled to rely on execution of

any document by that Attorney as conclusive evidence that:(i) the person holds the office set out in

clause 19.1;(ii) the appointment made pursuant to clause

19.1 has come into effect;(iii) the appointment made pursuant to clause

19.1 has not been revoked; and(iv) the Power being exercised or being

purported to be exercised is properly exercised and that the circumstances have arisen to authorise the exercise of that Power; and

(b) (not required to inquire) not required to make any inquiry in respect of any of the matters set out in clause 19.4(a).

20. DischargeThe Bank must at the request and cost of the Mortgagor reconvey, surrender or release any remaining Secured Property (as appropriate) to the Mortgagor and the Secured Property will then be discharged from this Mortgage:(a) when the Bank, acting reasonably, is

satisfied that:(i) all the Secured Money has been

irrevocably paid and discharged in full or satisfied in accordance with this Mortgage, the Obligations have been performed and (without limiting this) that clause 18.5 will not later apply; and

(ii) no amount remains contingently payable or may become payable on the security of this Mortgage (including under an indemnity); and

(b) on payment or retention of all costs reasonably incurred by or payable to the Bank, its Authorised Officers or any Receiver or Attorney.

Any discharge is subject to clause 18.5.

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21. Notices

21.1 Method of serving noticesSubject to clause 21.2, all notices, demands, certificates, approvals, consents, waivers and other communications in connection with this Mortgage shall comply with the Law and:(a) must be in writing; and(b) may, in the case of the Mortgagor, be:

(i) delivered to the Mortgagor or an Authorised Officer of the Mortgagor personally;

(ii) left at or sent by prepaid post to:(A) the address of the Mortgagor specified

in the register maintained by the Governmental Agency with whom this Mortgage is registered;

(B) the address of the Mortgagor known to the Bank as the current address of the Mortgagor or, if the Mortgagor is not a natural person, to the Mortgagor’s' registered office or principal place of business or to the most recent address of any receiver, manager, liquidator or administrator of the Mortgagor; or

(iii) sent by facsimile transmission to the facsimile number of the Mortgagor (if any) last notified by the Mortgagor to the Bank for this purpose (and for the purposes of section 106(2) of the Transfer of Land Act 1893 (WA) and any equivalent provision in any other legislation, the Mortgagor agrees that notices under that section may be served on the Mortgagor by facsimile transmission); or

(iv) left in a conspicuous place on the Secured Property; or

(v) if the Law permits, by Electronic Communication to the Mortgagor’s electronic address (i.e. email address); or

(vi) given in any other way permitted by Law.(c) may, in the case of the Bank, be:

(i) delivered to the Bank or an Authorised Officer of the Bank personally;

(ii) left at or sent by prepaid post to:(A) the address of the Bank specified in

the register maintained by the Governmental Agency with whom this Mortgage is registered;

(B) the street, postal or email address of the Bank or an Authorised Officer last notified to the Mortgagor by the Bank; or

(iii) if the Law permits, by Electronic Communication to the electronic address (i.e. email address) of the Bank last notified to the Mortgagor by the Bank or an Authorised Officer of the Bank; or

(iv) given in any other way permitted by Law.

21.2 Notices Through the Bank’s WebsiteWhere the Bank is required by any Law to provide information to a Mortgagor, and if the Law permits, the Mortgagor agrees that the Bank may provide information including notices and other communications to the Mortgagor by:(a) Electronic Communication to the Mortgagor's

nominated electronic address; or(b) being made available at the Bank's website for

retrieval by Electronic Communication to the Mortgagor on the condition that:(i) the Bank promptly notifies that Mortgagor

by Electronic Communication that the information is available for retrieval at the Bank's website, and the nature of the information; and

(ii) the Bank provides that Mortgagor with the ability to readily retrieve the information by Electronic Communication (for example, by providing an electronic link to the relevant information on the Bank's website).

You should regularly check your Electronic Communications for information and documents.You may at any time by notice to us withdraw your agreement to receive information by Electronic Communication or change your electronic address.The Bank will provide a paper copy of the information made available on the Bank’s website under this clause 21.2 to the Mortgagor if the Mortgagor asks the Bank to do so within 6 months of the date the Bank sends the Mortgagor notice that the Mortgagor may retrieve the information from the Bank’s website.

21.3 Effective TimeUnless a later time is specified in it, any notice, demand, certificate, approval, consent, waiver or other communication takes effect from the time it is received.

21.4 Time of ReceiptA notice, demand, certificate, approval, consent, waiver or other communication under clause 21.1, a letter, a facsimile and Electronic Communication is taken to be received:(a) in the case personal delivery, at the time

of delivery;

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(b) if sent by prepaid post – the date when it would have been delivered in the ordinary course of post;

(c) if left at an address under clause 21.1(b)(ii) or clause 21.1(c)(ii), at the time it was left at the address;

(d) in the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purpose of this clause;

(e) in the case of a notice left on the Secured Property, on the expiration of 24 hours from the time of leaving such notice; or

(f) in the case of Electronic Communication, on the day the email enters the system of the host of the recipient’s email address or internet service provider.

22. ConfidentialityA party must not disclose any information concerning the contents of, or the transactions contemplated by, any Facility Document or any other information provided by any other party, to any person who is not a party, except in the following circumstances:(a) (permitted by documents) the disclosure is

expressly permitted by a Facility Document;(b) (consent of other party) the other party

consents to the disclosure;(c) (public domain) the information is already in

the public domain, unless it entered the public domain because of a breach of confidentiality by the disclosing party;

(d) (employees and advisers) the disclosure is made by the Bank on a confidential basis to the Bank's officers, employees, agents, financiers or professional advisers, and is necessary for the Bank's business;

(e) (comply with Laws) the disclosure is necessary to comply with any applicable Law; order of a court or tribunal or directive or request of any Governmental Agency or stock exchange;

(f) (obtain Authorisations) the disclosure is necessary to obtain an Authorisation from any Governmental Agency or stock exchange;

(g) (discovery and litigation) the disclosure is necessary in relation to any discovery of documents, or any proceedings before a court, tribunal, other Governmental Agency or stock exchange;

(h) (related entity) the disclosure is to a Related Entity of any party provided the recipient agrees to act consistently with this clause; or

(i) (Bank's purposes) the disclosure is made by the Bank and it is in the Bank's interests to disclose the information including:(i) to Related Entities of the Bank for the

purpose of assessing the liabilities of the Mortgagor to the Bank and its Related Entities;

(ii) to persons considering taking an assignment of Secured Money or this Mortgage or who hold Secured Money or this Mortgage as trustee for investors or who manage Secured Money or this Mortgage for the Bank or under securitisation or sub-participation arrangements;

(iii) to persons considering purchasing the Bank or who are involved in valuing the Bank for ratings purposes;

(iv) to the Bank's legal and financial advisers, consultants, auditors and agents involved in negotiating, administering or enforcing this Mortgage, and

(v) to any Guarantor, subject to any applicable legislation relating to privacy.

23. Amendment and Assignment

23.1 AmendmentThis Mortgage can only be amended, supplemented, replaced or novated by another document signed by the parties.

23.2 Assignment(a) The Mortgagor may only assign, create any

Security Interest over or otherwise deal with its rights and obligations under any Facility Document with the consent of the Bank (see clause 24.7).

(b) The Bank may assign, create any Security Interest over or otherwise deal with its rights and obligations under any Facility Document in any way it considers appropriate. If the Mortgagor receives notice of such assignment or other dealing, the Mortgagor can exercise against the assignee the same rights it had against the Bank under any Facility Document.

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24. General

24.1 Governing Law(a) This Mortgage is governed by the Law in force

in the Relevant State.(b) Each party submits to the non-exclusive

jurisdiction of the courts in the Relevant State, and any court that may hear appeals from any of those courts, for any proceedings in connection with any Facility Document, and waives any right it might have to claim that those courts are an inconvenient forum.

24.2 Liability for costs and expensesThe Mortgagor agrees to pay or reimburse:(a) (Facility Documents) the reasonable costs of

the Bank in connection with:(i) the negotiation, preparation, execution,

stamping, registration and completion of the Facility Documents;

(ii) the transactions that each Facility Document contemplates;

(iii) it being satisfied that conditions to drawdown have been met; and

(iv) giving and considering consents, waivers, variations, discharges and releases and producing title documents;

(b) (enforcing Powers) the reasonable costs of the Bank in otherwise acting in connection with the Facility Documents such as exercising, enforcing or preserving Powers (or considering doing so), or doing anything reasonably necessary in connection with any enquiry by a Governmental Agency involving the Mortgagor or any of its Related Entities;

(c) (taxes) Taxes and fees (including registration fees) and fines and penalties in respect of fees, which may be payable or determined to be payable in connection with the Secured Property, any Facility Document or a payment or receipt or any other transaction contemplated by any Facility Document;

(d) (costs) any other costs which the Bank reasonably incurs pursuant to any Facility Document; and

(e) (valuations) the costs of any valuation undertaken or arranged by the Bank over assets of the Mortgagor or any Guarantor (unless any Law provides otherwise, the Bank is not obliged to provide a copy of any valuation to the Mortgagor or any Guarantor and neither the Mortgagor nor any Guarantor is entitled to rely on any valuation obtained by the Bank).

When the Bank asks, the Mortgagor agrees to pay amounts payable under this clause promptly.

The Bank may debit any of these amounts to the Mortgagor's account before asking the Mortgagor to pay.

24.3 Further AssurancesThe Mortgagor must:(a) execute in favour of the Bank, or as the Bank

directs, and in the form stipulated by the Bank, further documents, including Security Interests; and

(b) do the things the Bank directs,if the Bank, acting reasonably, determines that these things are necessary to provide effective security to the Bank over the Secured Property for the payment or repayment of the Secured Money and for the performance of the other Obligations and to enable the Bank to exercise its rights in connection with the Secured Property.

24.4 Waiver of PowerA Power may only be waived in writing, signed by the Bank, and:(a) no other conduct of the Bank (including a failure

to exercise, or delay in exercising, the Power) operates as a waiver of the Power or otherwise prevents the exercise of the Power;

(b) a waiver of a Power on one or more occasions does not operate as a waiver of that Power if it arises again; and

(c) the exercise of a Power does not prevent any further exercise of that Power or of any other Power.

24.5 Operation of this Mortgage(a) Any right that the Bank may have under this

Mortgage is in addition to, and does not replace or limit, any other right that the Bank may have.

(b) If any term of this Mortgage is found to be illegal, void or unenforceable for unfairness or any other reason (for example, if a court or other tribunal or authority declares it so) the remaining terms of this Mortgage will continue to apply and are to be construed to the fullest extent possible as if the illegal, void or unenforceable part had never existed.

24.6 Operation of indemnities(a) Each indemnity in this Mortgage survives the

expiry or termination of this Mortgage.(b) The Bank may recover a payment under an

indemnity in this Mortgage before it makes the payment in respect of which the indemnity is given.

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24.7 ConsentsWhere this Mortgage contemplates that the Bank’s agreement or consent is required (however it is described), the Bank may, acting reasonably:(a) agree or consent, with or without imposing

reasonable conditions on the giving of that agreement or consent; or

(b) refuse to agree or consent.The Mortgagor must comply with all conditions in any agreement or consent. Circumstances in which the Bank may withhold its agreement or consent include, but are not limited to, those circumstances where, in the Bank’s reasonable opinion:

(i) the giving of the agreement or consent would increase the risk or likelihood of the Bank not being able to recover all or part of the Secured Money; or

(ii) the Bank, acting reasonably, has been unable to negotiate an agreement acceptable to the Bank regarding the priority between this Mortgage and any other Security Interest or person.

24.8 Statements by BankA written statement made up from the Bank’s books and signed by an Authorised Officer of the Bank setting out an amount payable under this Mortgage, or of any other matter or matters in connection with this Mortgage, is sufficient evidence of the amount payable and of the other matter or matters set out in the statement unless the Mortgagor provides satisfactory evidence to prove the statement is incorrect.

24.9 Combination and Set off(a) If it is reasonable to do so, the Bank may,

without notice to the Mortgagor, combine any account that the Mortgagor holds with the Bank or set off any amount that is or may become owing by the Bank to the Mortgagor, against any amount owing by the Mortgagor to the Bank under any Facility Document. For this purpose the Bank may:(i) convert amounts into different currencies in

accordance with the Bank's usual practice; and

(ii) do anything (including execute any document) in the name of the Mortgagor that the Bank considers reasonably necessary.

(b) Circumstances in which the Bank may act under clause 24.9(a) include if, in the Bank’s reasonable opinion, there is a risk or likelihood of the Bank not being able to recover all or part of the Secured Money or if an Event of Default has occurred.

(c) Unless a Facility Document or any other agreement between the Bank and the Mortgagor provides otherwise, this clause 24.9 overrides any other document or agreement to the contrary.

24.10 No mergerNothing in this Mortgage merges with any other Security Interest, judgment or other right or remedy that the Bank may hold at any time.

24.11 Exclusion of contrary legislationAny Law which limits the Bank’s rights and remedies under or relating to any Facility Document including this Mortgage is excluded to the full extent permitted by Law. Where the Secured Property or any part of it is located in the State of New South Wales, sections 106(3), (5), (6), (7), (8), (8A) and (9) of the Conveyancing Act 1919 (NSW) do not apply to this Mortgage.

24.12 Inconsistency(a) If this Mortgage is inconsistent with any other

document or agreement between the parties, this Mortgage prevails to the extent of the inconsistency unless the other document or agreement provides otherwise.

(b) If there is an inconsistency between the wording of this Mortgage and the mortgage cover sheet the wording in the mortgage cover sheet prevails.

24.13 AttorneysEach person who executes this Mortgage on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

24.14 Time of the essenceTime is of the essence in this Mortgage in respect of the performance by the Mortgagor.

25. VariationsThis Mortgage takes effect subject to any variations specified in the cover sheet or any annexure to this Mortgage.

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Schedule 1 - Works (clause 9.1)

1. Negative UndertakingsThe Mortgagor may not:(a) (enter into Contracts) enter into a Contract or

carry on or continue the Works without the Bank's consent (see clause 24.7) (as a condition of consenting, the Bank may require that the other parties to the Contract enter into an agreement with the Bank on terms acceptable to the Bank about the Bank's rights in relation to those other parties and those Works including a right to novation of the Contract); or

(b) (carry out Works) carry on or continue the Works before obtaining all necessary Authorisations from Governmental Agencies.

2. Positive UndertakingsThe Mortgagor must:(a) (proceed with Works) proceed with the Works

actively and continuously and ensure that the Works are completed in a workmanlike manner in accordance with the plans and specifications approved by the relevant Governmental Agencies and the Bank; and

(b) (comply with Laws) comply on time with Laws, official directives, easements and restrictive and positive covenants which affect the Works; and

(c) (not encroach) not allow the Works to encroach on property adjoining the Secured Property without the Bank's consent (see clause 24.7); and

(d) (comply with lease) where the Secured Property is leasehold, comply with the lease and any contract annexed to or incorporated by reference in the lease.

3. Obligations during continuance of WorksWhile the Works continue, the Mortgagor must:(a) keep the Works insured in accordance with and

subject to clause 4.5 for their full insurable value as the Works progress with insurers approved by the Bank (which approval may not be unreasonably withheld) against the usual risks against which a prudent owner would insure if it were carrying out the Works and any other risks carrying out the Works and any other risks reasonably specified by the Bank; and

(b) do everything specified in clauses 4.1 and 4.2 of this Mortgage as if a reference in those clauses to "Secured Property" were a reference to "Works".

4. Right of EntryIn accordance with and in addition to clause 11, a person authorised by the Bank may enter on the Secured Property to inspect the Works but may liaise with the architect, site foreman or other representative of the Mortgagor or its builder

in charge of the site in order to minimise disruption to the Works and to comply with site safety requirements.

5. CompletionOn completion of the Works, the Mortgagor must:(a) (obtain certificates) obtain promptly all

certificates of satisfactory completion required under the Contract and from all relevant Governmental Agencies; and

(b) (deliver copies) promptly deliver a copy of the certificates to the Bank.

6. Bank not responsible for WorksThe Bank is not responsible for anything in connection with:(a) the Works or the construction of the Works; or(b) any error or omission in or from the Works.

7. Bank not responsible for PlansThe Bank is not responsible for anything in the plans and specifications in connection with the Works. Even if the Bank approves the plans and specifications or any variation of them or inspects and approves or accepts any aspect of the construction of the Works, the approval or acceptance:(a) is not and does not imply the assumption of any

responsibility by the Bank nor the exercise by or for the Bank of any care or skill; and

(b) does not relieve the Mortgagor from its warranties, covenants and obligations to ensure good design and workmanship and proper construction of the Works.

8. IndemnityThe Mortgagor indemnifies the Bank, any Receiver or any Attorney appointed under this Mortgage, and their employees, officers, agents and contractors against any liability or loss arising from and any reasonable costs, charges and expenses incurred in connection with any inspection, approval or acceptance of the plans and specifications, construction of the Works or exercise of any Powers under this Mortgage in connection with the Works.

9. AccountsThe Mortgagor must:(a) keep separate and proper books of account and

make correct entries in them of all transactions in connection with the Works;

(b) keep the books of account up to date; and(c) keep the books of account open for inspection at

all reasonable times by the Bank, any Authorised Officer of the Bank or any other person which the Bank appoints for that purpose.

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10. Completion of WorksThe Bank may complete or discontinue the Works as it sees fit (including by demolishing or altering Works; varying plans and specifications) if the Bank reasonably considers that Works have not been completed satisfactorily or in accordance with any Law or, where the Secured Property is a leasehold estate, do not comply with any provision of the relevant lease. If the Bank completes the Works or discontinues the Works, the Bank is not liable to the Mortgagor for any resulting loss except to the extent that such loss is directly caused by the Bank’s negligence.

11. Performance of ContractThe Mortgagor must:(a) (comply) comply on time with its obligations

under each Contract and promptly inform the Bank of anything which occurs which might adversely affect its ability to perform those obligations;

(b) (Authorisations) obtain, renew on time and comply with the terms of each Authorisation necessary to enter into each Contract, observe obligations under it and allow it to be enforced;

(c) (events of default) notify the Bank promptly of any event of default under a Contract or event which with the giving of notice, lapse of time or fulfilment of any condition would be likely to become an event of default under a Contract. The Mortgagor must provide full details of the event or likely event of default and of the steps taken to remedy it or prevent it, as applicable;

(d) (enforcement) enforce each Contract against any other person in the manner reasonably directed by the Bank;

(e) (no waivers) not agree to vary a Contract or waive performance under a Contract without the Bank's consent (see clause 24.7);

(f) (pay) pay on time all amounts payable now or in the future in connection with each Contract; and

(g) (notices) promptly give the Bank a copy of any notice received from any other parties to a Contract.

12. Additional Events of DefaultIt is an Event of Default under this Mortgage, if:(a) (late completion) the Works are not completed

for any reason within the time period stipulated in the Contract which relates to those Works as extended by any applicable force majeure provision in a Contract or any other period agreed by the Mortgagor and the Bank; or

(b) (breach of lease) where the Secured Property is leasehold, the Works are not completed in accordance with any provision of the relevant lease, any document attached to or referred to in that lease, or any Contract which relates to those Works.

Schedule 2 - Shared Scheme (clause 9.2)

1. Mortgagor's ObligationsThe Mortgagor must:(a) (comply with obligations) comply on time with

the Shared Scheme Law and all the obligations imposed on the Mortgagor as proprietor of a part of the Shared Scheme, or (if applicable) as the original proprietor of the Shared Scheme;

(b) (insurance) keep the Secured Property insured in accordance with and subject to clause 4.5 for the benefit of the Bank with insurers approved by the Bank (which approval may not be unreasonably withheld) for the lesser of the Secured Money and the maximum amount permitted under the Shared Scheme Law;

(c) (ensure compliance) ensure that the Governing Body complies with its insurance obligations in accordance with the Shared Scheme Law;

(d) (other insurances) use its best endeavours to ensure that the Governing Body maintains any other insurances which a prudent owner of the property controlled by the Governing Body would maintain;

(e) (Bank's interest) at the Bank's request:(i) give it particulars of all insurance taken out

by the Governing Body; and(ii) ensure that the Bank's interest as

mortgagee of the Secured Property is noted on such insurance;

(f) (entitlement to vote) preserve its entitlement to vote in respect of the Secured Property at meetings of the Governing Body;

(g) (meetings) at the Bank's request, give the Bank at least five days' notice of proposed meetings of the Governing Body and the business to be transacted at the meetings;

(h) (voting) vote as reasonably directed by the Bank on a motion requiring a special or unanimous resolution of the Governing Body;

(i) (preserve rights) preserve the rights of the Mortgagor as proprietor of the Secured Property;

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(j) (notification of proposals) notify the Bank promptly of any proposal:(i) to distribute surplus funds of the Governing

Body; or(ii) to vary or terminate the Shared Scheme or

any rules relating to it;(k) (notification of applications or failures) notify

the Bank promptly of:(i) an application (or, if it comes to the

Mortgagor’s attention, a proposed application) to or a notice or order received from a statutory official, a tribunal or a court or any other authority in connection with the Secured Property or the shared property; or

(ii) any failure by the Governing Body to comply with the Shared Scheme Law; and

(l) (proxies) at the Bank’s reasonable request, promptly execute and deliver to the Bank a proxy in favour of a person nominated by the Bank. The proxy must:(i) be in proper form for use in connection with

all meetings of the Governing Body; and(ii) authorise the proxy to exercise the

Mortgagor's rights in the proxy's absolute discretion; and

(iii) be expressed to be irrevocable until a discharge of this Mortgage is given to the Mortgagor.

2. Additional Events of DefaultIt is an Event of Default under this Mortgage, if:(a) (passage of resolution) the Governing Body

passes a resolution authorising:(i) the transfer or lease of shared property; or(ii) the creation, variation or release of an

Security Interest over shared property; or(iii) the donation of, or creation of an easement

over, shared property for public use (ie "dedication" of shared property); or

(iv) the conversion of the Secured Property into shared property; or

(v) an application for an exemption or partial exemption from its insurance obligations under the Shared Scheme Law,

and the Bank does not consent to the resolution before it is passed; or

(b) (adverse effect) the Bank, acting reasonably, considers that its security has been materially and adversely affected because:

(i) a notice is received from or an order is made by a statutory official, a tribunal or a court or any other authority in connection with the Secured Property or the shared property; or

(ii) the Governing Body institutes proceedings against the Mortgagor under the Shared Scheme Law; or

(iii) the Governing Body does not comply with the Shared Scheme Law; or

(iv) the Governing Body carries out work which the Mortgagor or occupier of the Secured Property ought to have done.

3. Exercise of PowersWhere any Powers are conferred on the Bank under any Shared Scheme Law, the Bank, acting reasonably, may exercise those Powers.

Schedule 3 - Crown Land (clause 9.3)

1. Positive UndertakingsThe Mortgagor must:(a) (apply for grant) do anything necessary

(including the reasonable expenditure of any money and any fencing, clearing or improving and the execution of any applications) to enable the Mortgagor to apply for a crown grant for the Secured Property;

(b) (comply with conditions) comply within the period prescribed (if any) with all the conditions and requirements of the Crown Land Acts which apply to the Mortgagor of the Secured Property including conditions and requirements which relate to improvements;

(c) (Authorisations) obtain, maintain and comply with the terms of all necessary ministerial and other Authorisations to the grant of this Mortgage to the Bank; and

(d) (conversion) at the Bank's request, execute in favour of the Bank a mortgage as security for the payment of the Secured Money of any tenure or holding into which the Secured Property is converted or which is acquired because of the Mortgagor's tenure or holding of the Secured Property. That mortgage is to be on the same terms as this Mortgage or on similar terms acceptable to the Bank.

2. Negative UndertakingsThe Mortgagor may not:(a) (forfeiture) do anything which would render the

Secured Property liable to forfeiture or cancellation or to be otherwise prejudiced;

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(b) (applications) make any application under any statute which provides for the protection, curtailment, postponement, defeat, extinguishment or suspension of rights in respect of the Secured Property without first giving the Bank notice of its intention to make the application;

(c) (surrenders) do anything which means that the present or any future holding, tenure or licence may be surrendered, forfeited or prejudiced and will make application and do whatever may be necessary for acquiring any additional holdings or other leased lands or enforcing any rights according to the Crown Land Acts and any extended or additional leases acquired will be deemed to form part of the Secured Property; or

(d) (conversion) apply to convert any existing tenure or right to occupy the Secured Property without the Bank's consent (see clause 24.7).

Schedule 4 - Leasehold land (clause 9.4)

1. Positive UndertakingsThe Mortgagor must:(a) (tripartite agreement) if the Bank requires,

ensure that the lessor of the Secured Property enters into an agreement with the Bank on terms acceptable to the Bank which may include, but not be limited to, giving the Bank a right to remedy any default by the Mortgagor before the lessor re-enters the leasehold premises;

(b) (observe obligations) observe the covenants and obligations imposed on it under the lease or leases of the Secured Property and not do or allow to be done or omit to do any act which will or may give the lessor the right to re-enter the leasehold premises;

(c) (notification) promptly notify the Bank if any event occurs whereby the lease may be or become liable to be surrendered, forfeited, cancelled or prejudiced in any manner whatsoever; and

(d) (new, renew or extend) obtain, renew, exercise any option or extend any lease secured by this Mortgage and promptly notify the Bank if the Mortgagor signs or intends to sign a further lease; exercise an option to renew a lease or extend a lease over the Secured Property. The Mortgagor must sign all documents and do all things reasonably necessary to provide effective and enforceable security to the Bank over the Secured Property in accordance with the Facility Documents.

2. Additional Event of DefaultThe Bank may treat a default by the Mortgagor under any lease of the Secured Property as an Event of Default under this Mortgage.

Schedule 5- Rural land (clause 9.5)

1. Positive UndertakingsThe Mortgagor must:(a) (cultivate) cultivate, manage, preserve and

maintain the Secured Property in a proper and husbandlike manner and in an efficient state of improvement and cultivation suitable for the use being carried on;

(b) (pests) adopt all measures necessary for keeping the Secured Property free from pests (including rabbits and other noxious animals), insects, infestations and diseases including erecting and keeping in repair all fences;

(c) (growths) take all reasonable steps for exterminating all growths which might interfere with or lower the value or utility of the Secured Property for grazing, farming, horticultural or agricultural purposes;

(d) (comply with Laws) comply with all Laws and official directives in force relating to the matters referred to in clause 1(b) and 1(c) of this Schedule and pay all amounts payable to any authority in respect of those matters;

(e) (execute liens) execute in favour of the Bank, at the Bank's request and at the Mortgagor's own cost, a Security Interest as security for the payment of the Secured Money in a form which the Bank reasonably requires over every wool clip or crop of agricultural or horticultural produce produced on the Secured Property or over stock;

(f) (Authorisations) comply with the conditions of any statutory authority and with other Authorisations or quotas affecting or regulating production at or from the Secured Property or sale of produce from it; and

(g) (payment) pay all amounts payable to any Governmental Agency in respect of any Authorisation, right or other privilege issued by that Governmental Agency.

2. Negative UndertakingsThe Mortgagor must not:(a) (no other liens) give or permit to exist any other

Security Interest over any clip, crop or stock referred to in clause 1(e) of this Schedule except with the Bank's consent (see clause 24.7);

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(b) (dealing with quota) dispose of, deal with or part with possession of a quota for the production or sale of any crop or other produce capable of being produced on the Secured Property without the Bank's consent (see clause 24.7); or

(c) (reduction of quota) do anything which might cause the quota referred to in clause 2(b) of this Schedule to be forfeited, surrendered or reduced.

3. Liability of BankThe Mortgagor agrees that if the Bank takes possession of the Secured Property the Bank will not be liable for:(a) (cultivation) cultivating or harvesting any clip

or crops on the Secured Property; or(b) (crops) any loss arising from a failure to

maintain or care for any stock, clip or crops whether growing or mature; or

(c) (abandonment) any loss arising from the abandonment of any stock, clip or crop. The Bank may abandon any stock, clip or crops on the Secured Property at any time.

Schedule 6 - Licences (clause 9.6)

1. UndertakingsThe Mortgagor must:(a) (manner) carry on in a proper and orderly

manner any activity conducted on the Secured Property for which a Licence is or should be held;

(b) (comply with obligations) comply with its obligations under: (i) all Laws; and(ii) the requirements and orders of

Governmental Agencies in respect of the Licence;

(c) (obtain Licences) obtain and renew on time the Licence and each Authorisation necessary to carry on the activity carried out on the Secured Property for which the Licence or Authorisation is or should be held and oppose any application to restrict or cancel it;

(d) (no dealings with Licence) not without the Bank's prior consent (see clause 24.7):(i) remove or apply to remove the Licence

from the Secured Property;(ii) surrender or attempt to surrender

the Licence;

(iii) dispose of, deal with or part with possession of any interest in the Licence; or

(iv) create or allow to come into existence an Security Interest which affects the Licence;

(e) (copies) give the Bank as soon as the Mortgagor receives it a copy of any summons, conviction, cancellation or notification in connection with the Licence; and

(f) (costs) pay all costs as and when they fall due for payment including, without limitation, all penalties, levies, fines and other similar fees required to be paid by the Mortgagor pursuant to any requirement of any Governmental Agency, Law or court of law.

2. Compliance by HolderIf the Mortgagor does not hold the Licence, then the Mortgagor must take all reasonable steps to ensure that the person holding it complies with the Mortgagor's obligations set out in this Schedule.

3. Authorisation to BankThe Mortgagor irrevocably authorises the Bank, each Authorised Officer of the Bank and each Receiver to apply to any relevant Governmental Agency or other person for any document or to inspect any file and obtain any document, information or evidence about the Mortgagor, the Licence or the Secured Property. The Mortgagor agrees that this clause is sufficient authority to any Governmental Agency or other person to give the documents, information and evidence asked for or to make them available for inspection.

4. Transfer of LicenceAfter an Event of Default the Mortgagor must, at the Bank's request, use its best endeavours to obtain a transfer of the Licence to the Bank or its nominee and do so promptly.

5. Additional Events of DefaultIt is an Event of Default under this Mortgage, if:(a) (removal) the Licence is removed or if the

conditions attached to it are, in the reasonable opinion of the Bank, materially and adversely varied; or

(b) (jeopardy) the Bank reasonably suspects that the Mortgagor or the person holding the Licence or any of their servants or agents has done or is about to do something which is prohibited by this Mortgage or which may put the Licence in jeopardy or materially and adversely affect the security under this Mortgage (including being convicted of an offence);

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(c) (cancellation and expiry) the Licence or any part of the Licence expires (and is not renewed promptly) or is revoked, cancelled, suspended or terminated;

(d) (penalty) any penalty, levy, fine or other similar fee is imposed on the Mortgagor by any Governmental Agency or court of law for non-compliance with the Licence;

(e) (Liquor Licence) the Licence is held under a Law for the sale of liquor or the operation of gaming machines or the conduct of a club on the Secured Property and:(i) the Mortgagor fails to comply with all of the

requirements of the Licence;(ii) proceedings are commenced in any

Governmental Agency or court of law which could adversely affect the Licence or result in costs being imposed for an offence relating to the Licence; or

(iii) the Mortgagor transfers, gives a Security Interest over or otherwise deals with the Licence in a manner not consistent with the Bank’s rights or purports to do any of these things without the Bank’s consent (see clause 24.7).

6. Authorisation from HolderIf the Mortgagor does not hold the Licence, then, at the Bank's request, the Mortgagor must take all reasonable steps to ensure that the person holding the Licence gives in favour of the Bank, each Authorised Officer of the Bank and each Receiver:(a) an authority in the same terms as set out in

clause 3 of this Schedule; and(b) a power of attorney in the same terms as set out

in clause 19,but on the basis that each reference to the Mortgagor is replaced with a reference to the person holding the Licence.

7. Water RightsWithout limiting any other provision of this Schedule, this Mortgage or any Facility Document:(a) the Mortgagor must:

(i) take all reasonable steps to ensure that nothing happens which may result in any Water Rights being cancelled, reduced, suspended, forfeited or otherwise dealt with or affected in a way that may prejudice or adversely affect the Secured Property or anything in connection with the Secured Property or which may have an adverse effect on the ability of any party to comply

with its obligations under or in connection with the Facility Documents, or which may materially affect the assessment of the nature and amount of the risk undertaken by the Bank in entering into the Facility Documents and doing anything in connection with them;

(ii) having regard to the use or proposed use of the Secured Property by the Mortgagor or any other person, obtain and maintain all necessary Water Rights and comply with all conditions attaching to them;

(iii) do everything which in the reasonably held opinion of the Bank is necessary (including the execution of further documents and granting of any Security Interest) to enable the Bank or such other person nominated by the Bank to stand in place of the Mortgagor and enjoy all rights and entitlements of the Mortgagor under or in connection with any Water Rights; and

(iv) if any Water Rights are not held by the Mortgagor, or are not held directly by the Mortgagor, take all reasonable steps to ensure that the person holding those Water Rights complies with the Mortgagor's obligations set out in this clause 7 of this Schedule.

(b) the Mortgagor represents and warrants that:(i) it has disclosed to the Bank the details of all

Water Rights affecting or connected with the Secured Property (which are current and valid as at the date of this Mortgage); and

(ii) it will promptly notify the Bank of any material change to those details.

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BWA-02 121116Bankwest, a division of Commonwealth Bank of Australia ABN 48 123 123 124 AFSL/Australian credit licence 234945

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