Contract of Sale Stage 3, Harcrest, 525 Stud Road, Wantirna South

 
Contract of Sale
 Stage 3, Harcrest, 525 Stud Road,
 Wantirna South

                                           on proposed Plan of
 Lot No.:                                  Subdivision No.
                                           PS630776V

                                  Important notices to Purchasers
 If section 9AA(1A) of the Sale of Land Act 1962 (Vic) comes into operation before the
 date of this contract, then:
              subject to the limit set by section 9AA(1)(b) of the Sale of Land Act 1962 (Vic),
               the Purchaser may negotiate with the Vendor about the amount of deposit
               moneys payable under the contract;
              a substantial period of time may elapse between the date on which the
               Purchaser signs the contract for sale and the day on which the Purchaser
               becomes the registered proprietor of the lot; and
              the value of the lot may change between the date on which the Purchaser
               signs the contract for sale of the lot and the day on which the Purchaser
               becomes the registered proprietor.

Ref: RG/DE    MIRV11193-9070262                                                 6087369/2

© Corrs Chambers Westgarth
Form 2

                                          Estate Agents Act 1980

                              CONTRACT OF SALE OF REAL ESTATE

                               IMPORTANT NOTICE TO PURCHASER

Cooling-off period                                                              Section 31 Sale of Land Act 1962

If none of the exceptions listed below applies to you, you may end this contract within 3 clear business
days of the day that you sign the contract.

To end this contract within this time, you must either give the vendor or the vendor’s agent written notice
that you are ending the contract or leave the notice at the address of the vendor or the vendor’s agent.

If you end the contract in this way, you are entitled to a refund of all of the money you paid EXCEPT for
$100 or 0.2% of the purchase price (whichever is more).

EXCEPTIONS - The 3 day cooling-off period does not apply if-

       You bought the property at or within 3 clear business days before or after a publicly advertised
        auction
       You received independent advice from a solicitor before signing the contract
       The property is used mainly for industrial or commercial purposes
       The property is more than 20 hectares in size and is used mainly for farming
       You previously signed a similar contract for the same property
       You are an estate agent or a corporate body

The conditions of this contract are contained in the attached-

        Particulars of Sale, and
        Schedule, and
        General Conditions, and
        Special Conditions (if any).

The vendor sells and the purchaser buys both the property and the chattels for the price and upon the
conditions set out in this contract.

The Vendor’s Statement required by section 32(1) of the Sale of Land Act 1962 is attached to, and
included in, this contract.

Where the signature of any party to this contract is secured by an agent, the parties acknowledge being
given a copy of this contract by the agent at the time of signing.

            DO NOT SIGN HERE - SEE THE EXECUTION PAGE LATER IN THIS CONTRACT
                                          Vendor

            DO NOT SIGN HERE - SEE THE EXECUTION PAGE LATER IN THIS CONTRACT
                                         Purchaser

6087369/2                                                                             page i
GENERAL CONDITIONS (GC)
Encumbrances
1.1         The purchaser buys the property and the chattels subject to the encumbrances shown in Item 1 of
            the Schedule.
1.2         If the purchaser is taking over an existing mortgage-
            (a)      the purchaser assumes liability for the mortgage
            (b)      the price is satisfied to the extent of any mortgage money owing at the settlement date,
                     and
            (c)      the vendor must treat any payment made by the purchaser under the mortgage as a
                     payment made to the vendor under this contract.
Loss or Damage Before Settlement
2.1         The vendor carries the risk of loss or damage to the property and the chattels until settlement.
2.2         The vendor must deliver the property and the chattels to the purchaser at settlement date in their
            present condition (fair wear and tear excepted).
2.3         If any chattel is not in its present condition (fair wear and tear excepted) at settlement, the
            purchaser is only entitled to compensation from the vendor.
Finance
3           This contract is subject to the lender approving the loan on the security of the property by the
            approval date or any later approval date allowed by the vendor. The purchaser may end the
            contract if the loan is not approved by the approval date only if the purchaser-
            (a)      has made immediate application for the loan
            (b)      has done everything reasonably required to obtain approval of the loan
            (c)      serves written notice ending the contract on the vendor on or before 2 business days after
                     the approval date, and
            (d)      is not in default under any other condition of this contract when the notice is given.
            All money must be immediately refunded to the purchaser if the contract is ended.
Terms Contracts
4           If this is a “terms contract” as defined in section 2(1) of the Sale of Land Act 1962, then-
            (a)      the vendor must arrange the discharge of any mortgage affecting the land by the
                     settlement date
            (b)      all money payable under the contract must be paid to a duly qualified legal practitioner or
                     a licensed estate agent to be applied towards discharging the mortgage
            (c)      the purchaser must pay interest to the vendor from the settlement date upon the balance
                     outstanding at the rate, on the days, and with the adjustments set out in Item 2 of the
                     Schedule
            (d)      the vendor must apply instalments under this contract first to pay interest and then to
                     reduce the balance owing.
Nominee
5           If the contract says that the property is sold to a named purchaser “and/or nominee” (or similar
            words), the named purchaser may, at least 14 days before settlement date, nominate a substitute or
            additional purchaser, but the named purchaser remains personally liable for the due performance
            of all the purchaser’s obligations under this contract.
Payment
6.1         The purchaser must pay all money (except the deposit) to the vendor, the vendor’s solicitor or at
            the direction of the vendor.
6.2         The purchaser must pay the deposit-

6087369/2                                                                                    page ii
(a)      to the vendor’s estate agent or, if there is no estate agent, to the vendor’s solicitor, or
            (b)      if the vendor directs, into a special purpose banking account specified by the vendor in the
                     joint names of the purchaser and the vendor.
6.3         If the land sold is a lot on an unregistered plan of subdivision then the deposit-
            (a)      must not exceed 10% of the price, and
            (b)      must be paid-
                     (i)      to the vendor’s solicitor or estate agent to be held by the solicitor or estate agent
                              on trust for the purchaser, or
                     (ii)     if the vendor directs, into a special purpose banking account in Victoria specified
                              by the vendor in the joint names of the purchaser and the vendor-
                     until the registration of the plan.
Breach
7           A party who breaches this contract must pay to the other party on demand-
            (a)      compensation for any reasonably foreseeable loss to the other party resulting from the
                     breach, and
            (b)      any interest due under this contract as a result of the breach.
Time
8           If the time for performing any action expires on a Saturday, Sunday or bank holiday, then time is
            extended until the next business day.
General Conditions in Legislation
9.1         The general conditions in Table A of the Seventh Schedule of the Transfer of Land Act 1958
            apply if the land is under the operation of that Act.
9.2         The general conditions in the Third Schedule of the Property Law Act 1958 apply if the land is
            not under the operation of the Transfer of Land Act 1958.
9.3         General Condition 9 in Table A or in the Third Schedule applies as if its second last sentence
            ended with the additional words, “as a resident Australia beneficial owner of the land”.
Conflict Between Conditions
10          In case of a conflict between the conditions the order of priority is-
            (a)      any special conditions in this contract
            (b)      general conditions in this contract
            (c)      general conditions in legislation.
Conditions
11          These conditions prevail over the conditions in any earlier contract and any requisitions and
            answers properly made and given under that contract are deemed to be requisitions and answers
            properly made and given under this contract.
Service
12          Any document served by post is deemed to be served on the next business day after posting unless
            proved otherwise.
Transfer and Settlement
13.1        The purchaser must provide the instrument of transfer required by General Condition 12 of Table
            A, or the assurance required by the Third Schedule (as the case may be), to the vendor or the
            vendor’s solicitor at least 10 days prior to the settlement date.
13.2        The vendor must pay the bank fees on all bank cheques exceeding 3 that are required by the vendor
            for settlement

6087369/2                                                                                    page iii
Particulars of sale

Vendor’s          Mirvac Real Estate Pty Ltd                                                ACN 003 342 452
Estate Agent      of Level 6, 380 St Kilda Road, Melbourne, Victoria 3004

                  E-mail:                                      Phone:                       Fax:

                                                               Ref:

Vendor’s          Corrs Chambers Westgarth                                             ABN 89 690 832 091
Solicitor         of Bourke Place, 600 Bourke Street, Melbourne, Victoria 3000

                  E-mail:                                Phone:                        Fax: 9672 3010
                  katherine.hogan@corrs.com.au           9672 3348
                                                         Ref: RG/DE 9070262

Purchaser’s                                                                                 ABN
Solicitor
                  of
                  E-mail:                               Phone:                              Fax:

                                                        Ref:

Vendor            The Trust Company Limited as custodian and agent for the                  ACN 004 027 749
                  Mirvac Wholesale Residential Development Partnership Trust
                  of Level 26, 60 Margaret Street, Sydney, New South Wales 2000

Purchaser                                                                                   ABN

                  of

                  E-mail:                                   Phone:                      Mobile:

                                                            Ref:                        Fax:

Purchaser’s
                  Foreign Acquisition and Takeovers Act 1975 (Cth) applied
FIRB
Declaration            Yes                                         No

 6087369/2                                                                   page iv
Land
                Lot _________ on proposed plan of subdivision no. PS630776V being part of the land in
                certificates of title volume 11273 folio 694
Property       the Land together with any Improvements known as
Address        Lot _________, Stage 3, Harcrest, 525 Stud Road, Wantirna South, Victoria 3152

Chattels       Nil

Price           $                                       including GST

Deposit         $
(10% of Base
Price)          The Purchaser will pay:
                □ *the whole of the Deposit on the Day of Sale
                □ *$               on the Day of Sale and the balance within 5 Business Days
                *strike out whichever is inapplicable

Balance         $                                       including GST

Payment of     10 Business Days after the date on which the Vendor‟s Solicitor serves notice on the
Balance        Purchaser or the Purchaser‟s Solicitor that the Plan of Subdivision has been registered by
               the Registrar of Titles.

Bank            The Purchaser will pay the Deposit by:
Guarantee
                □ *paying the whole of the Deposit by cash or cheque
                □ *securing the whole Deposit by Bank Guarantee or Deposit Bond
                □ *paying part of the Deposit by cash or cheque, and securing the remainder of the
                Deposit by Bank Guarantee or Deposit Bond
                *strike out whichever is inapplicable

Settlement      is the date upon which vacant possession of the Property must be provided, namely, upon
Date            acceptance of title and payment of the consideration then due to the Vendor under this
                Contract.

Day of Sale     is the date of this contract namely

Builder

 6087369/2                                                                 page v
Schedule
ITEM 1 (GC1)    Encumbrances

                (1)      any easements, covenants or other like restrictions disclosed in the
                         Vendor's Statement (including the Restriction), but excluding any
                         mortgage;
                (2)      the reservations, exceptions and conditions contained in the relevant
                         Crown Grant.
                (3)      any easements, covenants or other like restrictions created after the
                         Day of Sale or created or reserved in the instrument of transfer, or
                         otherwise as contemplated by special condition 3.1;
                (4)      the access rights referred to in special condition 16;
                (5)      any encumbrance created by section 98 of the Transfer of Land Act
                         1958 (Vic) or section 24 of the Subdivision Act 1988 (Vic);
                (6)      the Section 173 Agreements; and
                (7)      any other encumbrances or restrictions created after the Day of Sale
                         as contemplated in the special conditions.
ITEM 2 (GC 4)   Not applicable.

                      SPECIAL CONDITIONS ATTACHED

6087369/2                                                             page vi
Signing page

Signed by the Vendor

Signed sealed and delivered on
behalf of The Trust Company
Limited by its attorneys

and

under a Power of Attorney dated 10
April 2008 who declares that they
have not received any notice of the
revocation of that Power of Attorney in
the presence of

                                                              ←                                                                      ←
Signature of Witness                                                   Signature of Attorney

Name of Witness (print)                                                Name of Attorney (print)
                                                              ←                                                                      ←

                                                                       Signature of Attorney

                                                                       Name of Attorney (print)

Execution by Purchaser – if an individual(s)

Executed by                                                       )
                                                                  )
                                                                  ))
in the presence of:                                               )

                                                                          
...........................................................            ...........................................................
Witness                                                                Signature of Purchaser

...........................................................
Name of Witness (print)

6087369/2                                                                                                          page vii
Executed by                                                   )
                                                              )
                                                              )
in the presence of:                                           )

                                                                     
...........................................................       ...........................................................
Witness                                                           Signature of Purchaser

...........................................................
Name of Witness (print)

Execution by Purchaser – if a company with more than one director

Executed by                                                   )
                                                              )
                                                              )
in accordance with section 127(1) of the                      )
Corporations Act 2001 (Cth)
                                                              )

                                                                     
...........................................................       ...........................................................
Company Secretary/Director                                        Director

...........................................................       ...........................................................
Name of Company Secretary/Director                                Name of Director (print)
(print)

Execution by Purchaser – if a company with a sole director and sole company secretary

Executed by                                                   )
                                                              )
                                                              )
in accordance with section 127(1) of the
                                                              )
Corporations Act 2001 (Cth)

                                                                      
                                                                  ...........................................................
                                                                  Sole Director and Sole Company
                                                                  Secretary

                                                                  ...........................................................
                                                                  Name of Sole Director and Sole
                                                                  Company Secretary (print)

6087369/2                                                                                                     page viii
Agreed terms

1           Condition to settlement
1.1         This Contract and Settlement of this Contract is subject to the condition subsequent that
            the Plan of Subdivision is registered by the Registrar of Titles before the end of the
            Registration Period.
1.2         If the Plan of Subdivision is not registered before the end of the Registration Period,
            either the Vendor or the Purchaser may, at any time after the end of the Registration
            Period but only before the Plan of Subdivision is registered, terminate this Contract by
            written notice served on the other.
1.3         If the registration of the Plan of Subdivision is, or is likely to be in the Vendor's opinion,
            delayed as a result of any one or more of the following events:
            (a)   conditions or requirements being imposed by:
                  (i)       any act or law;
                  (ii)      any statutory, governmental or like body; or
                  (iii)     a surveyor,
                  which were not reasonably foreseeable by the Vendor;
            (b)   delay by any statutory, governmental or like body or a surveyor in providing any
                  necessary approvals or consents, if reasonable steps to obtain such approvals or
                  consents have been taken;
            (c)   riots, civil commotion, malicious damage, burglary or theft;
            (d)   industrial action;
            (e)   any act of God, fire, flood, storm, tempest, lightning, earthquake or explosion or
                  inclement weather; or
            (f)   any other cause beyond the control of the Vendor,
            then the Registration Period will be extended by such a period as the Vendor may
            reasonably determine and notify to the Purchaser, up to a maximum of 24 months. The
            Vendor agrees to notify the Purchaser of such extension to the Registration Period as
            soon as practicable.
1.4         In the event that the exercise of the Vendor‟s rights under special condition 1.3 is
            unenforceable for any reason, the parties acknowledge and agree that the Registration
            Period will be taken to be the date that is 48 months after the Day of Sale.
1.5         If this Contract is terminated under special condition 1.2:
            (a)   any money paid by the Purchaser on account of the Price will be refunded to the
                  Purchaser (less all proper bank and government charges, fees and taxes); or
            (b)   any Bank Guarantee or Deposit Bond accepted by the Vendor under special
                  condition 12 will be returned to the Purchaser or the Bank Guarantor or Deposit
                  Bond Issuer for cancellation,

6087369/2                                                                             page 1
and the Purchaser will not be entitled to any compensation from the Vendor in respect
            of any losses, costs, fees or other expenses paid or incurred by the Purchaser in
            relation to this Contract.
1.6         Subject to the Purchaser's rights under the Sale of Land Act 1962 (Vic) and under
            special condition 1.2, the Purchaser agrees not to make any objection, requisition or
            claim because of anything connected with registration of or failure to obtain registration
            of the Plan of Subdivision.

2           Matters to which Land is subject
2.1         The Purchaser buys the Land subject to:
            (a)   the encumbrances described in Item 1 of the Schedule, including those that may
                  be created or come into existence after the Day of Sale as contemplated by any
                  paragraph of Item 1 of the Schedule;
            (b)   the provisions of the Subdivision Act 1988 (Vic), including any easements
                  (whether express or implied) affecting the Land by virtue of that Act or registration
                  of the Plan of Subdivision;
            (c)   any restrictions imposed on the Land by:
                  (i)    any Act, order, regulation, by-law or Planning Scheme affecting the Land;
                         or
                  (ii)   any governmental, semi-governmental or judicial entity; and
            (d)   any easement or other right held or claimed by any statutory authority or supply
                  authority or company.

3           Vendor's rights to create further encumbrances and
            restrictions
3.1         The Purchaser acknowledges and agrees:
            (a)   that the Vendor may be required to:
                  (i)    enter into leases with statutory authorities, supply authorities or companies
                         or other entities; and
                  (ii)   create easements, enter licences, enter covenants and grant or create
                         other like rights or restrictions (including, without limitation, positive
                         covenants under agreements pursuant to section 173 of the Planning and
                         Environment Act 1987 (Vic)),
                  to ensure the provision of services to the Property or other lots on the Plan of
                  Subdivision, or to enable certification or registration of the Plan of Subdivision, or
                  otherwise in connection with the Vendor‟s development of the Site;
            (b)   that the Vendor may require the Purchaser to create in the instrument of transfer
                  of the Land, easements or covenants which burden the Land, which the Vendor
                  (acting reasonably) considers necessary for the development and proper
                  functioning of the Site; and

6087369/2                                                                          page 2
(c)   if, for any reason, the Restrictions cannot be registered, the Purchaser must
                  create a restrictive covenant in the instrument of transfer of the Land on the same
                  terms as the Restrictions.
3.2         Subject to the Purchaser's rights under the Sale of Land Act 1962 (Vic), the Purchaser
            must not make any objection, requisition or claim, nor rescind, terminate or delay
            Settlement because of anything contemplated by special condition 3.1.

4           Plan of Subdivision and identity of Land
4.1         The Vendor may make any amendments and alterations to the Plan of Subdivision
            which are necessary to obtain the certification or registration of the Plan of Subdivision
            or which the Vendor considers reasonably necessary.
4.2         The Vendor shall notify the Purchaser of any amendment or alteration to the Plan of
            Subdivision in accordance with the requirements of the Sale of Land Act 1962 (Vic).
4.3         Subject to the Purchaser's rights under of the Sale of Land Act 1962 (Vic), the
            Purchaser must not make any objection, requisition or claim, nor rescind, terminate or
            delay completion of this Contract because of:
            (a)   any amendment or alteration to the Plan of Subdivision which does not materially
                  and detrimentally affect the Purchaser;
            (b)   any alleged misdescription of the Land or deficiency in its area or measurements;
            (c)   any re-numbering of lots on the Plan of Subdivision;
            (d)   any consolidation of lots on the Plan of Subdivision; or
            (e)   any matter or thing or intention of the Vendor disclosed or referred to in this
                  Contract,
            nor shall the Purchaser call upon the Vendor to amend title or pay all or any part of the
            cost of doing so and condition 3 of Table A does not apply to this Contract.

5           Location of easements and natural surface levels
5.1         The Purchaser agrees that section 10(1) of the Sale of Land Act 1962 (Vic) will not
            apply in respect of the final location of any easements shown on the Plan of
            Subdivision.
5.2         For the purposes of section 9AB of the Sale of Land Act 1962 (Vic), the Purchaser
            acknowledges and agrees that:
            (a)   the Vendor or Builder may carry out works that will affect the natural surface level
                  of the land in the Plan of Subdivision including:
                  (i)     excavation works relating to the foundations of the dwellings and laying of
                          concrete slabs;
                  (ii)    roadworks and drainage works;
                  (iii)   landfill works; and
                  (iv)    construction of retaining walls,
                  as set out in the engineering plans included in the Vendor‟s Statement;

6087369/2                                                                          page 3
(b)   the Vendor may be directed by the municipal authority or a public authority to
                  carry out works which will affect the natural surface levels of the Land or the
                  balance of the land in the Plan of Subdivision after the Day of Sale and, subject to
                  the Purchaser‟s rights under the Sale of Land Act 1962 (Vic), the Purchaser must
                  not make any objection, requisition or claim nor delay completion of this Contract
                  because any such works are carried out; and
            (c)   in subdividing and constructing dwellings on the balance of the Site, the Vendor
                  or a Builder may carry out works which will affect the natural surface level of that
                  land.
5.3         The Purchaser must not make any objection, requisition or claim, nor rescind, terminate
            or delay Settlement because of anything contemplated by special condition 5.2.

6           Title to issue
6.1         If, on the Settlement Date, the certificate of title for the Land:
            (a)   has not issued; or
            (b)   is not available from the Land Registry,
            the Purchaser must accept an order to register the instrument of transfer of the Land
            endorsed on that instrument by the Vendor.
6.2         If, after the Settlement Date, the certificate of title for the Land is issued from the Land
            Registry to the Vendor, the Vendor will arrange for the certificate of title to be delivered
            to the Purchaser‟s Solicitor.

7           Adjustments
7.1         For the purposes of condition 9 of Table A:
            (a)   where separate assessments have not been issued in relation to the Property,
                  outgoings for which there are no separate assessments will be apportioned to the
                  Property on the basis of the area of the Property as a proportion of the area of all
                  of the land the subject of the assessment; and
            (b)   where land tax has been assessed but:
                  (i)    is not due at the Settlement Date, the Purchaser agrees that:
                            (A)        the Vendor will not be obligated to pay the amount of the
                                       assessment until it is due; and
                            (B)        the Purchaser will proceed with Settlement notwithstanding that
                                       the land tax assessed has not been paid by the Vendor; and
                  (ii)   where the land tax has been assessed and is due prior to the Settlement
                         Date, the Purchaser must accept evidence of payment of an assessment
                         which includes the Property, as proof of the Vendor having discharged its
                         obligation to pay land tax for the Property.

8           Statutory obligations, notices and inspection of the
            Property

6087369/2                                                                           page 4
8.1         The Purchaser acknowledges that:
            (a)   prior to execution of this Contract and any document relating to this sale, the
                  Purchaser received a statement in writing under section 32 of the Sale of Land
                  Act 1962 (Vic) from the Vendor; and
            (b)   at the time of signing this Contract, the Purchaser received a copy of this
                  Contract.
8.2         Subject to special condition 8.3, condition 15 of Table A will not apply to this Contract
            and the Purchaser will only assume liability for compliance with any notices or orders
            relating to the Property which are made or issued after the Settlement Date.
8.3         Condition 15 of Table A applies with respect to any notices or orders relating to the
            Property and referring to either:
            (a)   apportionable outgoings; or
            (b)   fencing of the Property or neighbouring properties.
8.4         In accordance with condition 15 of Table A, the Purchaser may inspect the condition of
            the Property at any reasonable time during the period of seven (7) days preceding the
            Settlement Date, but not more than once (Pre-settlement Inspection), and on the
            condition that in exercising its rights under this special condition 8.4, the Purchaser:
            (a)   must be accompanied by a customer relations consultant of the Vendor;
            (b)   must give reasonable prior notice to the Vendor of its wish to undertake a Pre-
                  settlement Inspection; and
            (c)   acknowledges that failure to undertake a Pre-settlement Inspection must not, in
                  any way, delay Settlement.
8.5         The Purchaser acknowledges that it:
            (a)   may not be able to undertake a Pre-settlement Inspection if, in the Vendor‟s
                  absolute discretion, works at the Site render the Pre-settlement Inspection unsafe
                  or undesirable;
            (b)   may be required to undertake a Site induction program before conducting the
                  Pre-settlement Inspection;
            (c)   must comply with all reasonable requirements of the Vendor in relation to the Pre-
                  settlement Inspection including, without limitation, all requirements relating to
                  occupational health and safety; and
            (d)   must not make any objection, requisition or claim, nor rescind, terminate or delay
                  Settlement if, as a result of special condition 8.5(a), 8.5(b) or 8.5(c), the
                  Purchaser is not able to undertake a Pre-settlement Inspection.

9           Purchaser not to lodge caveat
9.1         The Purchaser must not lodge (nor have lodged on its behalf) nor allow any person
            claiming an interest through the Purchaser to lodge any caveat in relation to the Land,
            which will delay or prevent registration of the Plan of Subdivision.
9.2         If the Purchaser lodges (or allows to be lodged on the Purchaser‟s behalf), or a person
            claiming through the Purchaser lodges, a caveat which delays or prevents registration
            of the Plan of Subdivision or any other dealing (provided that the dealing is not in

6087369/2                                                                          page 5
breach of this Contract), the Purchaser must immediately on receipt of written notice
            from the Vendor or the Vendor‟s Solicitor:
            (a)   withdraw that caveat or have that caveat withdrawn; or
            (b)   consent to the registration of the Plan of Subdivision or other dealing at the
                  Purchaser‟s cost.
9.3         If the Purchaser fails to comply with special condition 9.2(a) or 9.2(b) within seven (7)
            days of receipt of written notice, the Purchaser irrevocably nominates and appoints the
            Vendor‟s Solicitor as its attorney to withdraw the caveat or consent to the registration of
            the Plan of Subdivision or other dealing (as the case may be).
9.4         Subject to special condition 21, If the Purchaser enters into an agreement of the type
            described in special condition 21, that agreement must contain provisions for the benefit
            of the Vendor on the same terms as special conditions 9.1, 9.2 and 9.3 (with all
            necessary changes).
9.5         The Purchaser agrees to indemnify the Vendor against all claims, damages, losses,
            liabilities or proceedings of any nature arising from breach of this special condition 9 by
            the Purchaser.

10          Foreign purchaser
10.1        On the Day of Sale, the Purchaser warrants to the Vendor that the Purchaser‟s FIRB
            Declaration in the Particulars of Sale is true and correct.
10.2        Where the provisions of the Foreign Acquisitions and Takeovers Act 1975 (Cth) apply to
            the Purchaser or the purchase of the Property by the Purchaser, this Contract is
            conditional on:
            (a)   the Treasurer of the Commonwealth of Australia approving the purchase of the
                  Property by the Purchaser under this Contract (such approval is to be free of any
                  conditions or subject only to conditions acceptable to the Purchaser acting
                  reasonably);
            (b)   the Treasurer of the Commonwealth of Australia becoming precluded from
                  making an order in respect of the purchase of the Property by the Purchaser
                  under the Foreign Acquisitions and Takeovers Act 1975 (Cth); or
            (c)   the Treasurer of the Commonwealth of Australia notifying the Purchaser of there
                  being no objection to the purchase of the Property by the Purchaser.
10.3        The Purchaser must use its best endeavours to ensure that the conditions referred to in
            special condition 10.2 are satisfied as soon as practicable after the Day of Sale.
10.4        The Purchaser must give the Vendor notice in writing immediately upon:
            (a)   the satisfaction of any of the conditions of special condition 10.2; or
            (b)   the Purchaser becoming aware that any of the conditions referred to in special
                  condition 10.2 are incapable of being or will not be satisfied.
10.5        If within 55 days of the Day of Sale (or within such further period as the Vendor may
            allow) the Purchaser receives notification from the Treasurer of the Commonwealth of
            Australia notifying the Purchaser that approval has not been granted, then:

6087369/2                                                                          page 6
(a)   all money paid by the Purchaser on account of the Price will be refunded to the
                  Purchaser together with any interest earned (less all proper bank and government
                  charges, fees and taxes); or
            (b)   any Bank Guarantee accepted by the Vendor under special condition 12, will be
                  returned to the Purchaser or the Bank Guarantor for cancellation,
            and the Purchaser will not be entitled to any compensation from the Vendor in respect
            of any losses, costs, fees or other expenses paid or incurred by the Purchaser in
            relation to this Contract.
10.6        If none of the conditions referred to in special condition 10.2 are satisfied within 55 days
            from the Day of Sale (or within such further period as the Vendor may allow), then this
            Contract shall no longer be subject to the conditions in special condition 10.2 and the
            Purchaser shall be bound by this Contract as if this Contract did not contain special
            condition 10.
10.7        The Purchaser shall not make any objection, requisition or claim, nor rescind, terminate
            or delay Settlement because of anything contemplated by special condition 10.

11          Deposit and Payment
11.1        The Purchaser must either:
            (a)   pay the Deposit (or part of it) by cheque to the Vendor‟s Solicitor in accordance
                  with the Particulars of Sale to be held in accordance with General Condition 6.3;
                  or
            (b)   provide a Bank Guarantee or Deposit Bond in the amount equal to the Deposit or
                  that part of the Deposit not paid by cheque, in accordance with special
                  condition 12.
11.2        In compliance with General Condition 6.3, if the Deposit (or any part of it) is paid by
            cheque, the Vendor and the Purchaser authorise the Vendor's Solicitor to invest the
            Deposit (or that part of it) in an interest bearing trust account with the Vendor's
            Solicitor‟s Bank until the earliest to occur of:
            (a)   Settlement;
            (b)   release of the Deposit to the Vendor under the provisions of section 27 of the
                  Sale of Land Act 1962 (Vic); or
            (c)   termination or rescission of the Contract.
11.3        Any interest earned on the money invested under special condition 11.2 (less all proper
            bank and government charges, fees and taxes) will be paid to the Vendor.
11.4        Neither party will make any claim against the Vendor's Solicitor for any taxes deducted
            from the interest earned on the money invested under special condition 11.2, because
            of failure by that party to give its tax file number to the Vendor's Solicitor‟s Bank.
11.5        Neither the Vendor nor the Vendor‟s Solicitor is liable to the Purchaser under any
            circumstances if withholding tax is deducted from the interest.

12          Bank Guarantee and Deposit Bond
12.1        If the Vendor accepts a Bank Guarantee or Deposit Bond from the Purchaser in lieu of
            actual payment of the Deposit or any part of the Deposit, the Purchaser acknowledges

6087369/2                                                                          page 7
that the delivery of the Bank Guarantee or Deposit Bond to the Vendor's Solicitor within
            10 Business Days of the Day of Sale will, to the extent of the amount guaranteed or
            undertaken to be paid under the Bank Guarantee or Deposit Bond, be treated as
            compliance with the Purchaser‟s obligation to pay the Deposit or part of the Deposit (as
            the case may be) to the Vendor‟s Solicitor.
12.2        Any Bank Guarantee or Deposit Bond delivered to the Vendor‟s Solicitor under special
            condition 12.1, must be held by the Vendor‟s Solicitor on trust for the Purchaser until
            registration of the Plan of Subdivision in accordance with section 9AA(1)(a)(i) of the
            Sale of Land Act 1962 (Vic).
12.3        The Purchaser must pay the amount stipulated in the Bank Guarantee or Deposit Bond
            to the Vendor by unendorsed bank cheque on the Settlement Date, or such other time
            as the Vendor is entitled to the Deposit under section 27 of the Sale of Land Act 1962
            (Vic). On payment of the amount stipulated in the Bank Guarantee or Deposit Bond,
            the Vendor‟s Solicitor will return the Bank Guarantee or Deposit Bond to the Purchaser
            or to the Bank Guarantor for cancellation by the Bank Guarantor or to the Deposit Bond
            Issuer, as the case may be.
12.4        If the Vendor rescinds or otherwise lawfully terminates this Contract, then to the extent
            that the amount has not already been paid to the Vendor‟s Solicitor by the Bank
            Guarantor or the Deposit Bond Issuer, the Purchaser must immediately pay the Deposit
            (or so much of the Deposit as is unpaid) to the Vendor's Solicitor.
12.5        If the Vendor, despite the other provisions of this Contract, accepts a Bank Guarantee
            or Deposit Bond with an expiry date that is a date that is before the end of the
            Registration Period (or, because the Registration Period is extended, a Bank Guarantee
            or Deposit Bond has such an expiry date), the Purchaser agrees that on or before the
            date 20 Business Days prior to the expiry day of the Bank Guarantee or Deposit Bond,
            the Purchaser will provide to the Vendor‟s Solicitor a replacement Bank Guarantee or
            Deposit Bond with an expiry date at least 30 days after the expiry date of the
            Registration Period.
12.6        If the Vendor extends the Registration Period under special condition 1.3 or the
            Registration Period is taken to be extended under special condition 1.4, the Purchaser
            must, at its own cost, immediately on being notified of the extension, arrange for a
            replacement Bank Guarantee or Deposit Bond with an expiry date at least 30 days after
            the expiry date of the extended Registration Period.
12.7        The Purchaser agrees that, without limiting the Vendor's other remedies, if the
            Purchaser fails to comply with special conditions 12.5 or 12.6 then:
            (a)   the Vendor‟s Solicitor may call upon the Bank Guarantee or Deposit Bond; and
            (b)   the Vendor may terminate this Contract by written notice to the Purchaser.
12.8        If at any time the issuer of the Bank Guarantee or Deposit Bond Issuer is not of at least
            the Required Rating then, at the request of the Vendor, the Purchaser must serve on
            the Vendor‟s Solicitor a replacement Bank Guarantee or Deposit Bond, as applicable.
            The replacement Bank Guarantee or Deposit Bond must be from an issuer of at least
            the Required Rating.
12.9        The obligations of the Purchaser under this special condition 12 are an essential term of
            this Contract.
12.10       The Vendor is not obliged to accept a Bank Guarantee or Deposit Bond under special
            condition 12.1.

6087369/2                                                                        page 8
12.11       Pending Settlement or termination or rescission of the Contract occurring, the
            Purchaser may not and must not request that the Vendor or the Vendor‟s Solicitor
            return the Bank Guarantee or Deposit Bond to the Purchaser.

13          Requisitions
            The Purchaser waives its right to make any requisition or enquiries under this Contract.
            Conditions 1 and 2 of Table A do not apply to this Contract.

14          Guarantees and joint purchasers
14.1        If the Purchaser is or includes a corporation that is not listed on the Australian Stock
            Exchange:
            (a)   where that corporation is not a wholly owned subsidiary of a corporation that is
                  listed on the Australian Stock Exchange, the Purchaser must cause the
                  Guarantee and Indemnity to be executed by all directors of the purchaser
                  corporation on the Day of Sale or within such period after the Day of Sale as the
                  Vendor may allow; or
            (b)   where that corporation is a wholly owned subsidiary of a corporation listed on the
                  Australian Stock Exchange, the Purchaser must cause the Guarantee and
                  Indemnity to be executed by the listed corporation on the Day of Sale or within
                  such period after the Day of Sale as the Vendor may allow.
14.2        Despite anything else in this Contract, if there is more than one Purchaser, this Contract
            will bind all of them jointly and each of them severally.

15          GST
15.1        The Price is inclusive of GST.
15.2        The parties agree that the margin scheme as referred to in Division 75 of the GST Law,
            will not apply to the supply of the Property.

16          Access for post-settlement matters
16.1        The Purchaser acknowledges and agrees that:
            (a)   not all of the lots on the Plan of Subdivision may be sold before the Settlement
                  Date;
            (b)   the Vendor may conduct marketing activities in or about the land in the Plan of
                  Subdivision and the Site generally for the marketing of unsold lots on the Plan of
                  Subdivision and for the marketing of previous (if any) or future developments of
                  the Site involving, among other things, placing signs and other marketing material
                  on lots and or dwellings (except the Property, unless the Purchaser agrees
                  otherwise) and using dwellings for display purposes (Marketing Activities) after
                  the Settlement Date;
            (c)   there will be continuing surveying, engineering and construction works on the
                  land in the Plan of Subdivision, and the balance of the Site (Ongoing Works) and
                  the Vendor or Builder may need access to the Property to carry out the Ongoing
                  Works after Settlement Date; and

6087369/2                                                                          page 9
(d)   the Vendor (and its contractors) and the Builder (and its contractors) may:
                  (i)     be obliged to carry out rectification and repair works after the Settlement
                         Date to dwellings constructed on other lots in the Plan of Subdivision
                         (Repair Works); and
                  (ii)   be undertaking construction or Repair Works on a lot adjacent to the
                         Property (Construction Works),
                  and may need access to the Property to carry out those works.
16.2        The Purchaser grants to the Vendor (and its contractors) and the Builder (and its
            contractors) a right to access the Property (but only where reasonably necessary) to
            carry out the Ongoing Works and the Repair Works.
16.3        The Purchaser must not make any objection or requisition, or bring any claim or action
            against either the Vendor or the Builder as a consequence of anything relating to:
            (a)   the Ongoing Works, Repair Works or Construction Works and any access rights
                  exercised by the Vendor in respect of them and any inconvenience, nuisance,
                  noise, dust, vibration or loss of amenity that may result from the Ongoing Works,
                  Repair Works or Construction Works; and
            (b)   the Marketing Activities and any inconvenience that may result from them.
16.4        Subject to special condition 21, if the Purchaser enters into an agreement of the type
            described in special condition 21.1, that agreement must contain provisions for the
            benefit of the Vendor on the same terms as this special condition 16 (with the
            necessary changes).

17          Fibre infrastructure
17.1        The Purchaser acknowledges and agrees that:
            (a)     it is intended that optic fibre infrastructure will be provided to the Property for the
                    purpose of providing internet and phone services;
            (b)     Mirvac has entered into an agreement with NBN Co Limited ABN 86 136 533
                    741 for the provision of the optic fibre infrastructure;
            (c)     the Vendor and Mirvac make no warranties or representations and provide no
                    guarantee in relation to the availability, specifications, provision or timing for
                    provision (if applicable) of optic fibre infrastructure;
            (d)     it has not relied on any warranty or representation made by the Vendor or
                    Mirvac in relation to availability, provision or timing for provision (if applicable) of
                    the installation of the optic fibre infrastructure, the capacity or speed of the
                    internet services available after installation or in relation to the availability or
                    number of services that the Purchaser may access once connected to the optic
                    fibre infrastructure and to the full extent permitted by the law, the Purchaser
                    waives any liability which the Vendor or Mirvac may otherwise have to the
                    Purchaser in relation to such matters;
            (e)     to the extent it is made available, optic fibre infrastructure will be provisioned in
                    the street and the Purchaser must extend it to the Property; and
            (f)     it is the Purchaser‟s sole responsibility to ensure that the Property is designed,
                    constructed and wired so that it is compatible with the optic fibre infrastructure
                    and the services provided via that infrastructure.

6087369/2                                                                            page 10
17.2        The Purchaser acknowledges that there is no intention to:
            (a)     provide copper telecommunications access to any part of the land in the Plan of
                    Subdivision; or
            (b)     install copper telecommunications conduits or apparatus on or in any part of the
                    land in the Plan of Subdivision.
17.3        The Purchaser will not make any objection, requisition or claim, nor rescind, terminate
            or delay Settlement because of anything contemplated by this special condition 17.
17.4        The Vendor will have no liability or obligation in respect of any of the matters
            contemplated by this special condition 17.

18          Free to air television and pay TV
18.1        The Purchaser acknowledges and agrees that:
            (a)     the Purchaser may need to install a television antenna for „free to air‟ television
                    within or on top of the roof of the Property in compliance with the Restrictions;
            (b)     all costs associated with access and connection to pay TV are at the
                    Purchaser‟s expense and must be in compliance with the Restrictions;
            (c)     the availability, provision or timing for provision (if applicable) of a pay TV
                    service is dependent on third party network providers and is not guaranteed by
                    the Vendor;
            (d)     in relation to any television to be used on the Property, the Purchaser may be
                    required to:
                    (i)      arrange a technician to re-tune a television;
                    (ii)     for analogue televisions, connect a digital set top box (that suits the
                             television‟s specifications) to each television in the Property;
                    (iii)    purchase additional equipment and arrange a technician to fit the
                             equipment; or
                    (iv)     purchase a new television,
            (e)     in order to ensure that the television is compatible with the optic fibre
                    infrastructure.
18.2        The Purchaser acknowledges and agrees that it is the Purchaser‟s sole responsibility to
            ensure that the Property is designed, constructed and wired to be compatible with any
            optic fibre infrastructure and any other applicable infrastructure and the services
            provided by that optic fibre infrastructure, and the Vendor will have no liability or
            obligation in respect of any of the matters contemplated by this special condition 18.

19          Capacity
19.1        If the Purchaser:
            (a)   being an individual:
                  (i)       dies;
                  (ii)      becomes incapable of managing the Purchaser‟s affairs; or

6087369/2                                                                            page 11
(iii)   becomes bankrupt; or
            (b)   being a company:
                  (i)     resolves to go into liquidation;
                  (ii)    has an application for its winding up presented and not withdrawn within 30
                          days of its presentation;
                  (iii)   enters into any scheme of arrangement with its creditors under the relevant
                          provisions of the Corporations Act 2001 (Cth) or any similar legislation; or
                  (iv)    has a liquidator, provisional liquidator, receiver, receiver and manager or
                          administrator appointed,
            the Purchaser will be taken to have repudiated its obligations under this Contract and
            the Vendor may, without limiting in any way the Vendor's other rights or remedies,
            accept such repudiation and rescind this Contract at any time before Settlement in
            which case the provisions of conditions 6(3)(b) and 7 of Table A will apply.

20          Representations, warranties and acknowledgements
20.1        This Contract contains the entire agreement between the parties as at the Day of Sale,
            notwithstanding any negotiations or discussions held or documents signed or brochures
            produced prior to the Day of Sale.
20.2        The Purchaser acknowledges and agrees that:
            (a)   in entering into this Contract, the Purchaser has not relied on any warranty or
                  representation made by or any other conduct of the Vendor, or any person on
                  behalf of the Vendor, except as expressly set out in this Contract or in legislation;
            (b)   any plans and specifications, including (without limitation) a master plan of the
                  Site and multimedia, provided by or discussed with the Vendor prior to entering
                  into this Contract were indicative only, may not be relied upon by the Purchaser
                  and are subject to change (in the Vendor‟s absolute discretion) without prior
                  notice to the Purchaser;
            (c)   the Purchaser has had sufficient opportunity to carry out appropriate due
                  diligence and otherwise satisfy itself in all respects in relation to the Property;
            (d)   notwithstanding that the Purchaser has not inspected the Land or the Site prior to
                  the Day of Sale, it is relying entirely upon its own enquiries with respect to:
                  (i)     the fitness or suitability for any particular purpose of the Property;
                  (ii)    the Purchaser‟s obligations and rights under this Contract;
                  (iii)   the value and any financial return the Purchaser may make from the
                          Property;
                  (iv)    all other matters which relate to or are incidental to the Purchase of the
                          Property,
                  and the Purchaser has fully satisfied itself in respect of all such matters prior to
                  the Day of Sale.
            (e)   The Purchaser waives its rights and releases the Vendor to the full extent
                  permitted by law from all actions, claims and liabilities that it may have against the
                  Vendor in relation to the matters set out in this special condition 20.

6087369/2                                                                           page 12
(f)   The Purchaser must not make any objection, requisition or claim, nor rescind,
                  terminate or delay Settlement because of anything contemplated by this special
                  condition 20.

21          Restriction on Further Sale
21.1        Subject to special condition 21.3, unless the Purchaser has obtained the prior written
            approval of the Vendor (which approval may be given or withheld in the Vendor‟s
            absolute discretion), the Purchaser must not Sell or otherwise dispose of the Property:
            (a)   before Settlement; or
            (b)   before issue of a Certificate of Occupancy for the dwelling on the Property and
                  satisfaction of all requirements of special condition 27.1,
            and in the case that the Vendor‟s prior approval has been obtained, the Purchaser must
            only permit a Sale in circumstances where the requirements of special condition 21.2
            are satisfied.
21.2        The Purchaser must procure the new purchaser to prepare and deliver to the Vendor a
            deed under which the new purchaser:
            (a)   agrees to be bound by and comply with special conditions 8.4, 9, 16, 27, 29, 32,
                  34, 35.1, 37, 38, 39, 40, 41 and 46.6 in place of the outgoing Purchaser; and
            (b)   agrees to procure any subsequent purchaser to comply with this special condition
                  21.
21.3        Unless the Purchaser has completed construction of a dwelling on the Property, the
            Purchaser must not Sell the Property after the Settlement Date except where:
            (a)   the transferee is a Relative of the Purchaser; or
            (b)   the Purchaser has provided full details of the Purchaser‟s financial position or
                  other relevant circumstances to the Vendor and the Vendor, acting reasonably,
                  agrees in writing either that a Sale of the Property is reasonable and appropriate
                  in the circumstances or that to prevent that Sale would cause unjustifiable
                  hardship to the Purchaser,
            and in each such case:
            (c)   the Purchaser has complied with special conditions 21.1 and 21.2.
21.4        The Vendor acknowledges that for the purposes of special condition 21.3(b) it would
            cause unjustifiable hardship to the Purchaser if the Vendor refused to grant consent
            where:
            (a)   the Purchaser is in default under a mortgage, registered in respect of the
                  Property, for three consecutive months; and
            (b)   the mortgagee has commenced action to enforce the mortgage.
21.5        The parties acknowledge and agree that:
            (a)   nothing in this special condition precludes a mortgagee from entering into
                  possession of the Property and exercising its power of sale in accordance with
                  the provisions of a mortgage provided that the mortgagee complies with this
                  special condition 21; and

6087369/2                                                                       page 13
(b)   the Purchaser must bring this special condition 21 to any mortgagee‟s attention
                  before granting a mortgage over the Property.
21.6        The Purchaser agrees to keep the Vendor indemnified against all claims incurred by the
            Vendor and arising in respect of the matters set out in this special condition 21
            (including failure by the Purchaser to comply with this special condition).

22          Nominee
22.1        This special condition 22 applies if the contract says that the property is sold to the
            Purchaser “and/or nominee” (or similar words).
22.2        If the Purchaser is in default under this contract, the Purchaser may only nominate a
            substitute or additional purchaser if the Purchaser obtains the Vendor‟s prior written
            consent (which consent may be withheld in the Vendor‟s absolute discretion) and
            provided that the Purchaser complies with special condition 22.3.
22.3        Subject to special condition 22.2, if the Purchaser wishes to nominate a substitute or
            additional purchaser, it must deliver to the Vendor‟s Solicitor at least 14 days before the
            Settlement Date:
            (a)     a nomination notice in a form required by the Vendor in its absolute discretion,
                    executed by the nominee or additional purchaser and by the Purchaser;
            (b)     if the nomination notice is executed under a power of attorney, a copy of the
                    relevant power of attorney;
            (c)     a copy of the duly signed nominee statutory declaration required by the State
                    Revenue Office; and
            (d)     where the nominee purchaser is or includes a company, a Guarantee and
                    Indemnity executed by the directors of the nominee purchaser in accordance
                    with special condition
22.4        The Purchaser may only apply to the Vendor to nominate a substitute or additional
            purchaser if the Purchaser strictly complies with this special condition. Any other
            purported nomination will not be considered by the Vendor.
22.5        In the case of any nomination, the Purchaser named in this Contract remains personally
            liable for the due performance of all the Purchaser‟s obligations and is not released of
            any liability under this Contract whatsoever.

23          Agent
23.1        The Purchaser warrants that the Purchaser was not introduced to the Vendor or to the
            Property by or through the medium of:
            (a)   a real estate agent; or
            (b)   an employee of a real estate agent,
            other than the Vendor‟s sales representative or by a representative of one of the
            Display Builders.

24          General Conditions
24.1        General Conditions 1.2, 2.2, 2.3, 3, 4, 5, 6.2 and 13.2 do not apply to this Contract.

6087369/2                                                                         page 14
24.2        For the purposes of condition 13 of Table A, the term “legal practitioner” will include any
            conveyancing company or similar entity appointed to act on behalf of the Purchaser.
24.3        Without affecting any other right, a party who has issued a notice of default or
            rescission notice under Table A of the Seventh Schedule of the Transfer of Land Act
            1958 (Vic) can, at any time before the expiration of the notice, revoke the notice by
            serving a notice of revocation.

25          Privacy Act
25.1        The Purchaser consents to:
            (a)   the collection of Personal Information;
            (b)   the use and disclosure by the Vendor of Personal Information for the purposes of:
                  (i)    enabling the Vendor to comply with its obligations under, associated with
                         and arising in connection with this Contract, including any obligations to any
                         third parties, such as the Vendor's financiers or proposed purchasers of the
                         Site (or part of the Site); or
                  (ii)   facilitating any sale or potential sale or financing or potential financing of the
                         whole or any part of the Development or the Vendor‟s activities.
            (c)   the disclosure to, and use by, any third party contractors and service providers
                  engaged by the Vendor of the Personal Information for the purpose of:
                  (i)    enabling the Vendor to comply with and fulfil its obligations under or arising
                         under or in connection with this Contract; and
                  (ii)   procuring the provision to the Purchaser of products and services
                         contemplated by this Contract; and
            (d)   the use and disclosure by the Vendor of Personal Information for the purposes of
                  enabling the Vendor to enforce its rights under this Contract.
25.2        The Purchaser acknowledges and agrees that:
            (a)   the Personal Information is held by the Vendor subject to the requirements of the
                  Privacy Act, and accordingly the Purchaser may request access to that Personal
                  Information at any time; and
            (b)   the Purchaser may request that Personal Information be corrected and should do
                  so by contacting the Privacy Officer.

26          Harcrest Design Documentation
26.1        The Purchaser acknowledges and agrees that:
            (a)   the Purchaser has read and understood the Memorandum of Common Provisions
                  and the Harcrest Design Guidelines;
            (b)   the Memorandum of Common Provisions and the Harcrest Design Guidelines
                  may be varied after the Day of Sale; and
            (c)   the Purchaser must not object to or oppose, or procure any other person to object
                  to or oppose, the Memorandum of Common Provision being lodged with the Land
                  Registry in accordance with section 91A of the Transfer of Land Act 1958 (Vic).

6087369/2                                                                           page 15
26.2        The Purchaser acknowledges and agrees that the Vendor may make those changes to
            the Memorandum of Common Provisions and the Harcrest Design Guidelines which the
            Vendor considers necessary or desirable or as otherwise required by authorities.
26.3        Subject to special condition 26.4, the Purchaser cannot make a claim or requisition, or
            rescind or otherwise terminate this Contract in respect of any changes to the
            Memorandum of Common Provisions and the Harcrest Design Guidelines.
26.4        Subject to special condition 26.5, if there is any change to the Memorandum of
            Common Provisions and the Harcrest Design Guidelines relating to:
            (a)   the minimum set back of a building so as to increase that set back for the Land;
            (b)   allowable site coverage on the Land, so as to decrease permissible site coverage
                  on the Land; or
            (c)   any other change,
            prior to the Settlement, that substantially and detrimentally affects the maximum
            permissible habitable floor area of a dwelling that could be constructed on the Land, the
            Vendor must serve a notice on the Purchaser advising of the change, and the
            Purchaser can end this Contract but only within 10 Business Days of service of that
            notice, and this time is of the essence.
26.5        Despite special condition 26.4, a Purchaser may not end this Contract if the change to
            the Memorandum of Common Provisions and/or the Harcrest Design Guidelines has
            arisen due to the requirements or preferred changes of any authority, including the
            Registrar of Titles.

27          Construction of a dwelling on the Property
27.1        The Purchaser must, in accordance with this special condition:
            (a)   commence construction of a dwelling on the Property on or before the date 12
                  months after the Settlement Date;
            (b)   complete construction of the dwelling on the Property (including, subject to
                  special condition 31, all landscaping, construction of a driveway and fencing
                  works) within 12 months of commencing the dwelling works (and in any event
                  within 24 months after the Settlement Date); and
            (c)   subject to special condition 31, complete landscaping works to the front of the
                  Property within 90 days of a Certificate of Occupancy being issued for the
                  Property.
27.2        If the commencement and completion of construction is delayed due to circumstances
            outside of the control of the Purchaser, then the Purchaser may apply in writing to the
            Vendor for an extension to the relevant dates in special conditions 27.1(a) and/or
            27.1(b). Such extensions may be granted in the Vendor‟s absolute discretion.
27.3        The Purchaser must submit all plans and specifications in respect of the works to the
            Property to the MDC in accordance with the Harcrest Design Guidelines before the
            Purchaser applies for any necessary permits from the local authority or building
            surveyor.
27.4        The Purchaser acknowledges and agrees that:
            (a)   it must comply with the Memorandum of Common Provisions and the Harcrest
                  Design Guidelines in the form as at the Settlement Date;

6087369/2                                                                       page 16
(b)   failure to comply with this special condition 27 will result in serious consequences,
                  and such consequences include forfeiture of the Completion Bond or Completion
                  Bank Guarantee (as the case may be) in accordance with special condition 28
                  and/or a right by the Vendor to buy back the Property pursuant to the conditions
                  in special condition 29;
            (c)   under the terms of the Harcrest Design Guidelines, where any ambiguity or
                  dispute arises as to their interpretation or meaning, the matter shall be
                  determined by the MDC whose decision shall be final and binding;
            (d)   the Purchaser has read and understood the Harcrest Design Guidelines,
                  Memorandum of Common Provisions and the associated Building Envelope
                  Plans;
            (e)   in the event of any inconsistency between the Harcrest Design Guidelines and
                  the Memorandum of Common Provisions, the Memorandum of Common
                  Provisions prevail;
            (f)   a fee of $200 payable to Mirvac Victoria Pty Ltd must accompany each
                  application to the MDC and may be payable more than once when multiple
                  submissions are required;
            (g)   the MDC may, but is not obliged to, endorse a development for the Property or
                  any other property within the Land which varies from the specific requirements of
                  the Harcrest Design Guidelines provided the general intent of the Harcrest Design
                  Guidelines are met, in its opinion;
            (h)   neither the Vendor nor the MDC will be liable to the Purchaser in respect of any
                  approval given in accordance with special condition 27.4(g) or the failure of the
                  Vendor or MDC or any other person to enforce the Memorandum of Common
                  Provisions and/or the Harcrest Design Guidelines;
            (i)   if an endorsement by the MDC is given with respect to plans for a proposed
                  dwelling on a lot adjoining or in close proximity to the Property, the MDC may (but
                  is not obliged to) take those plans into account in assessing whether the design
                  and construction for the Property comply with the Memorandum of Common
                  Provisions and/or the Harcrest Design Guidelines; and
            (j)   a design approval of the Purchaser‟s final design drawings and documents by the
                  MDC does not warrant, imply or in any way suggest that the endorsed
                  development plans comply with the Planning Scheme or with the Building
                  Regulations 2006 (Vic) in force at the time of the endorsement or with the
                  requirements of any other law or authorities.
27.5        The Purchaser must carry out any building works:
            (a)   in accordance with the terms and conditions of the Memorandum of Common
                  Provisions and the Harcrest Design Guidelines;
            (b)   with due diligence; and
            (c)   in a proper and workmanlike manner.
27.6        The Purchaser acknowledges that adjacent property owners or their builders may need
            to obtain access to the Property to carry out or complete building works benefiting
            adjacent properties. The Purchaser agrees that it must not unreasonably withhold
            consent to an adjacent property owner or their builders obtaining access to the Property
            for the purposes of facilitating completion of adjacent building works.

6087369/2                                                                        page 17
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