Dated the day of 201

Transcription

1 Dated the day of 201 DEED OF GRANT OF RIGHTS OF WAY AND EASEMENTS WTMM/AFK/

2 THIS DEED is made the day of Two thousand and [*] BETWEEN (1 [ ] [of / whose registered office is situate at [ ]] (in its capacity as the owner of the 1st Land (as hereinafter defined is hereinafter referred to as "the 1st Owner" which expression shall if the context permits or otherwise requires include its successors and assigns and persons deriving title under or through it of the first part; (2 [ ] [ of / whose registered office is situate at [ ]] (in its capacity as the owner of the 2nd Land (as hereinafter defined is hereinafter referred to as "the 2nd Owner" which expression shall if the context permits or otherwise requires include its successors and assigns and persons deriving title under or through it of the second part; (3 [ ] [ of / whose registered office is situate at [ ]] [and [ ] of / whose registered office is [ ]] (in [their] capacity[ies] as the owner[(s] of the 3rd Land (as hereinafter defined are hereinafter [collectively] referred to as "the 3rd Owner" which expression shall if the context permits or otherwise requires include [its / their] [respective] successors and assigns and persons deriving title under or through [it / each of them] of the third part; and

3 - 2 - (4 THE BANK OF EAST ASIA, LIMITED with registered office in Hong Kong at 10 Des Voeux Road Central, Hong Kong (hereinafter called the Lender which expression shall where the context so admits include its successors and assigns of the fourth part. W H E R E A S :- (A All That the 1st Land is now vested in the 1st Owner for the term of years created by the 1st Lease. (B All That the 2nd Land is now vested in the 2nd Owner for the term of years created by the 2nd Lease. (C All That the 3rd Land is now vested in the 3rd Owner for the term of years created by the 3rd Lease. (D The parties hereto have agreed to grant to each other the right to use and enjoy the 1st Land Area, the 2nd Land Area and the 3rd Land Area respectively (as the case may be and such rights of way as are hereinafter more particularly referred to upon the covenants and conditions hereinafter appearing. (E The parties hereto have agreed to grant to each other the right to use and enjoy such rights and easements on the 1st Land, the 2nd Land and the 3rd Land (as the case may be

4 - 3 - as are hereinafter more particularly referred to upon the covenants and conditions hereinafter appearing. NOW THIS DEED WITNESSETH as follows :- 1. In this Deed (including the recitals the following expressions shall have the following meanings except where the context otherwise permits or requires :- "1st Land" means All That piece or parcel of ground registered in the Land Registry as NEW KOWLOON INLAND LOT NO.4172 Together with the messuages erections and buildings thereon (NO.32 LA SALLE ROAD, Kowloon, Hong Kong; "2nd Land" means All That piece or parcel of ground registered in the Land Registry as NEW KOWLOON INLAND LOT NO.4173 Together with the messuages erections and buildings thereon (NO.34 LA SALLE ROAD, Kowloon, Hong Kong; "3rd Land" means SECTION B OF NEW KOWLOON INLAND LOT NO.3850 Together with the messuages erections and buildings thereon (NOS.36 AND 38 LA SALLE ROAD, Kowloon, Hong Kong; "1st Land Area" means All That portion of the 1st Land as more particularly shown and coloured Yellow on the plan annexed hereto;

5 - 4 - "2nd Land Area" means All That portion of the 2nd Land as more particularly shown and coloured Green on the plan annexed hereto; "3rd Land Area" means All That portion of the 3rd Land as more particularly shown and coloured Pink on the plan annexed hereto; "1st Lease" means the new Government Lease for the residue of the further term of 24 years commencing from the 1st day of July 1973 less the last three days thereof (which said further term has been extended until the 30th day of June 2047 under Section 6 of the New Territories Leases (Extension Ordinance (Cap.150 deemed to have been granted under the Government Leases Ordinance (Cap.40 upon expiration of the original term of 75 years held under the old Government Lease of the 1st Land dated the 24th day of August 1967 made between Queen Elizabeth II of the one part and Chen Yuen Dah of the other part; "2nd Lease" means the new Government Lease for the residue of the further term of 24 years commencing from the 1st day of July 1973 less the last three days thereof (which said further term has been extended until the 30th day of June 2047 under Section 6 of the New Territories Leases (Extension Ordinance (Cap.150 deemed to have been granted under the Government Leases Ordinance (Cap.40 upon expiration of the original term of 75 years held under the old Government Lease of the 2nd Land dated the 17th day of October 1967 made between Queen Elizabeth II of the one part and Hung Mo Chiu and Phoebe Hung of the other part;

6 - 5 - "3rd Lease" means the new Government Lease for the residue of the further term of 24 years commencing from the 1st day of July 1973 less the last three days thereof (which said further term has been extended until the 30th day of June 2047 under Section 6 of the New Territories Leases (Extension Ordinance (Cap.150 deemed to have been granted under the Government Leases Ordinance (Cap.40 upon expiration of the original term of 75 years held under Conditions of Sale No.5133 dated 28th January 1955 and made between The Director of Public Works of the one part and The Hongkong Home Building And Investment Company Limited of the other part SUBJECT to the terms and conditions contained in Conditions of Sale No.4643 dated 15th November 1950 and made between the Governor of Hong Kong of the one part and The Hongkong Home Building And Investment Company Limited of the other part and as modified or varied by a Memorandum of Agreement dated the 20th day of December 1957; "Debenture" collectively means a Debenture and Mortgage dated 6 December 2012 and made between the said Sky Village Properties Limited as borrower and the Lender as lender and registered in the Land Registry by Memorial No and a Second Legal Charge / Mortgage dated 19 February 2013 and made between the said Sky Village Properties Limited as mortgagor, CMP Investment Group Limited as borrower and the Lender as lender and registered in the Land Registry by Memorial No ;

7 - 6 - "Land" means any one of (i the 1st Land, (ii the 2nd Land; or (iii the 3rd Land; and "Lands" mean collectively all of the 1st Land, the 2nd Land and the 3rd Land; "Owner" unless the context otherwise requires, means a person who for the time being appears from the records at the Land Registry to be the owner of a house erected on the Land; and for the purpose of this Deed, it is acknowledged that it is erected or intended to be erected (i one house on the 1st Land, (ii one house on the 2nd Land, and (iii two houses on the 3rd Land and "Owners" shall be construed accordingly; "Master Water Meter Room" means the room (together with the hose reel erected on that part of the 3rd Land as more particularly shown and coloured Indigo on the plan annexed hereto; "Metal Gate" means the metal gate erected on the 1st Land Area and the 3rd Land Area as shown on the plan annexed hereto; "Refuse Storage and Material Recovery Chamber" means the chamber (including its water meter erected on that part of the 2nd Land as more particularly shown and coloured Brown on the plan annexed hereto; "Right of Way Area" means collectively the 1st Land Area, the 2nd Land Area and the 3rd Land Area; and

8 (a In consideration of the grant by the 2nd Owner hereinafter mentioned and subject to payment of a due proportion of the expenses mentioned in Clause 6 hereof, the 1st Owner (in its capacity as the owner of the 1st Land HEREBY GRANTS unto the 2nd Owner (in its capacity as the owner of the 2nd Land :- (i a free and uninterrupted right for the 2nd Owner, its successors and assigns and persons deriving title under or through the 2nd Owner and its servants employees agents invitees and licensees (in common with the 1st Owner and the 3rd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night for any purpose connecting with the use and enjoyment of the 2nd Land or any part or parts thereof to pass and repass on foot or by motor vehicles over and along the 1st Land Area; and (ii a free and uninterrupted right for the 2nd Owner, its successors and assigns and persons deriving title under or through the 2nd Owner and its servants employees agents invitees and licensees (in common with the 1st Owner and the 3rd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use that part of the Metal Gate erected on the 1st Land Area for security and access purpose but not otherwise.

9 - 8 - (b In consideration of the grant by the 3rd Owner hereinafter mentioned and subject to payment of a due proportion of the expenses mentioned in Clause 6 hereof, the 1st Owner (in its capacity as the owner of the 1st Land HEREBY GRANTS unto the 3rd Owner (in its capacity as the owner of the 3rd Land :- (i a free and uninterrupted right for the 3rd Owner, its successors and assigns and persons deriving title under or through the 3rd Owner and its servants employees agents invitees and licensees (in common with the 1st Owner and the 2nd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night for any purpose connecting with the use and enjoyment of the 3rd Land or any part or parts thereof to pass and repass on foot or by motor vehicles over and along the 1st Land Area; and (ii a free and uninterrupted right for the 3rd Owner, its successors and assigns and persons deriving title under or through the 3rd Owner and its servants employees agents invitees and licensees (in common with the 1st Owner and the 2nd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use that part of the Metal Gate erected on the 1st Land Area for security and access purpose but not otherwise. 3. (a In consideration of the grant by the 1st Owner hereinbefore mentioned and subject to payment of a due proportion of the expenses mentioned in Clause 6

10 - 9 - hereof, the 2nd Owner (in its capacity as the owner of the 2nd Land HEREBY GRANTS unto the 1st Owner (in its capacity as the owner of the 1st Land :- (i a free and uninterrupted right for the 1st Owner, its successors and assigns and persons deriving title under or through the 1st Owner and its servants employees agents invitees and licensees (in common with the 2nd Owner and the 3rd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night for any purpose connecting with the use and enjoyment of the 1st Land or any part or parts thereof to pass and repass on foot or by motor vehicles over and along the 2nd Land Area; and (ii a free and uninterrupted right for the 1st Owner, its successors and assigns and persons deriving title under or through the 1st Owner and its servants employees agents invitees and licensees (in common with the 2nd Owner and the 3rd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use the Refuse Storage and Material Recovery Chamber for refuse disposal purpose but not otherwise and for the sole purpose of access to and from the Refuse Storage and Material Recovery Chamber, a right of reasonable access over such part of the 2 nd Land as may be necessary for accessing to and from the Refuse Storage and Material Recovery Chamber.

11 (b In consideration of the grant by the 3rd Owner hereinafter mentioned and subject to payment of a due proportion of the expenses mentioned in Clause 6 hereof, the 2nd Owner (in its capacity as the owner of the 2nd Land HEREBY GRANTS unto the 3rd Owner (in its capacity as the owner of the 3rd Land :- (i a free and uninterrupted right for the 3rd Owner, its successors and assigns and persons deriving title under or through the 3rd Owner and its servants employees agents invitees and licensees (in common with the 2nd Owner and the 1st Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night for any purpose connecting with the use and enjoyment of the 3rd Land or any part or parts thereof to pass and repass on foot or by motor vehicles over and along the 2nd Land Area; and (ii a free and uninterrupted right for the 3rd Owner, its successors and assigns and persons deriving title under or through the 3rd Owner and its servants employees agents invitees and licensees (in common with the 2nd Owner and the 1st Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use the Refuse Storage and Material Recovery Chamber for refuse disposal purpose but not otherwise and for the sole purpose of access to and from the Refuse Storage and Material Recovery Chamber, a right of reasonable access over such part of the 2 nd Land as may be necessary for accessing to and from the Refuse Storage and Material Recovery Chamber.

12 (c One (1 public electrical meter with switch board and other associated apparatus and installations and all other conducting media for the Refuse Storage and Material Recovery Chamber is located inside a switch room on the Ground Floor of the building erected on the 2nd Land (which said switch room is shown on the plan annexed hereto. The 2 nd Owner hereby covenants with the 1 st Owner and the 3 rd Owner to grant the right of access to the 1 st Owner and the 3 rd Owner, their servants, contractors, agents, workmen and other persons authorised by them to enter upon the switch room with or without tools, plants and machinery for the purposes of taking meter-reading of the said public electrical meter, installing, erecting, affixing, servicing, inspecting, repairing, maintaining, renewing, laying, relaying, diverting, supplementing, removing, replacing or otherwise dealing with the said public electrical meter, its switch board, associated apparatus and installations and all other conducting media which are laid or to be laid inside the switch room. 4. (a In consideration of the grant by the 1st Owner hereinbefore mentioned and subject to payment of a due proportion of the expenses mentioned in Clause 6 hereof, the 3rd Owner (in its capacity as the owner of the 3rd Land HEREBY GRANTS unto the 1st Owner (in its capacity as the owner of the 1st Land :- (i a free and uninterrupted right for the 1st Owner, its successors and assigns and persons deriving title under or through the 1st Owner and its servants employees agents invitees and licensees (in common with the 3rd Owner

13 and the 2nd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night for any purpose connecting with the use and enjoyment of the 1st Land or any part or parts thereof to pass and repass on foot or by motor vehicles over and along the 3rd Land Area; (ii a free and uninterrupted right for the 1st Owner, its successors and assigns and persons deriving title under or through the 1st Owner and its servants employees agents invitees and licensees (in common with the 3rd Owner and the 2nd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use the Master Water Meter Room for the purposes of recording meter reading and repairing and maintaining the meter and facilities located therein serving the 1st Land, the 2nd Land and the 3rd Land respectively but not otherwise and for the sole purpose of access to and from the Master Water Meter Room, a right of reasonable access over such part of the 3 rd Land as may be necessary for accessing to and from the Master Water Meter Room; and (iii a free and uninterrupted right for the 1st Owner, its successors and assigns and persons deriving title under or through the 1st Owner and its servants employees agents invitees and licensees (in common with the 3rd Owner and the 2nd Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to

14 use that part of the Metal Gate erected on the 3rd Land Area for security and access purpose but not otherwise. (b In consideration of the grant by the 2nd Owner hereinbefore mentioned and subject to payment of a due proportion of the expenses mentioned in Clause 6 hereof, the 3rd Owner (in its capacity as the owner of the 3rd Land HEREBY GRANTS unto the 2nd Owner (in its capacity as the owner of the 2nd Land :- (i a free and uninterrupted right for the 2nd Owner, its successors and assigns and persons deriving title under or through the 2nd Owner and its servants employees agents invitees and licensees (in common with the 3rd Owner and the 1st Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night for any purpose connecting with the use and enjoyment of the 2nd Land or any part or parts thereof to pass and repass on foot or by motor vehicles over and along the 3rd Land Area; (ii a free and uninterrupted right for the 2nd Owner, its successors and assigns and persons deriving title under or through the 2nd Owner and its servants employees agents invitees and licensees (in common with the 3rd Owner and the 1st Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use the Master Water Meter Room for the purposes of recording meter reading and repairing and maintaining the meter and facilities located

15 therein serving the 1st Land, the 2nd Land and the 3rd Land respectively but not otherwise and for the sole purpose of access to and from the Master Water Meter Room, a right of reasonable access over such part of the 3 rd Land as may be necessary for accessing to and from the Master Water Meter Room; and (iii a free and uninterrupted right for the 2nd Owner, its successors and assigns and persons deriving title under or through the 2nd Owner and its servants employees agents invitees and licensees (in common with the 3rd Owner and the 1st Owner and their respective successors and assigns and other persons having the like right at all times hereafter by day and by night to use that part of the Metal Gate erected on the 3rd Land Area for security and access purpose but not otherwise. (c One (1 public electrical meter with switch board and other associated apparatus and installations and all other conducting media for the Master Water Meter Room and the Metal Gate is located inside a switch room on the Ground Floor of No. 38 La Salle Road erected on the 3rd Land (which said switch room is shown on the plan annexed hereto. The 3 rd Owner hereby covenants with the 1 st Owner and the 2 nd Owner to grant the right of access to the 1 st Owner and the 2 nd Owner, their servants, contractors, agents, workmen and other persons authorised by them to enter upon the switch room with or without tools, plants and machinery for the purposes of taking meter-reading of the said public electrical meter, installing, erecting, affixing, servicing, inspecting, repairing,

16 maintaining, renewing, laying, relaying, diverting, supplementing, removing, replacing or otherwise dealing with the said public electrical meter, its switch board, associated apparatus and installations and all other conducting media which are laid or to be laid inside the switch room. 5. The parties hereto grant to each other the right of reasonable use passage and running of water, sewage, electricity, gas, telephone, security, ventilation, television, telecommunication, data-communication, broadband and other related services or supplies to and from the 1st Land, the 2nd Land and the 3rd Land (as the case may be through over and along the sewers, drains, pipes, mains, channels, conduits, wires, cables, gutters, watercourses, lines, leads, associated apparatus and installations and all other conducting media which are intended for the common or shared use and benefit of all of the 1st Land, the 2nd Land and the 3rd Land or any two of them (collectively the "Shared Utilities Facilities" which are now or are to be laid in over or under the 1st Land Area, the 2nd Land Area and the 3rd Land Area (as the case may be together with the right at any time upon reasonable prior notice (except in case of emergency being given by the Owner(s of the 1st Land, the 2nd Land and the 3rd Land at the material time (as the case may be to the other Owner(s of the 1st Land, the 2nd Land and the 3rd Land at the material time (as the case may be, for that Owner, their servants, contractors, agents, workmen and other persons authorised by them to enter upon the 1st Land Area, the 2nd Land Area and the 3rd Land Area (as the case may be with or without vehicles, tools, plants and machinery for the purposes of installing, erecting, affixing, servicing, inspecting, repairing, maintaining, renewing, laying, relaying, diverting, supplementing, removing, replacing or otherwise dealing with the said sewers, drains, pipes, mains, channels, conduits, wires, cables, gutters, watercourses, lines, leads, associated apparatus and

17 installations and all other conducting media which are laid or to be laid in over or under the 1st Land Area, the 2nd Land Area and the 3rd Land Area (as the case may be. 6. (a The parties hereto shall be responsible for managing, maintaining, servicing, operating, upkeeping, renovating, improving, replacing, repairing, rebuilding or cleansing the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or any part or parts thereof, the provision and maintenance of illumination thereof and all outgoings, costs and expenses in connection therewith (including but not limited to the electricity charges to be incurred shall be borne by the parties in the following shares :- Share 1st Owner 1 2nd Owner 1 3rd Owner 2 (b (i The 1st Owner, the 2nd Owner and the 3rd Owner must appoint a representative (the "Representative" amongst themselves to carry out the works mentioned in Clause 6(a above and collect and demand the payment of contributions from the Owners, and pay the expenses mentioned herein. Sky Village Properties Limited (as specified herein shall be deemed to be the Representative and be so authorised by the 1st Owner, the 2nd Owner and the 3rd Owner and continued to be the Representative UNLESS and UNTIL Sky Village Properties Limited (i ceases to be the owner of any interest in the Lands or any part thereof; (ii resigns to be the Representative by notice in writing to the Owners; or (iii becomes wound up or liquidated.

18 (ii The Representative shall keep records of the contributions collected from the Owners, and the costs, expenses and payment expended in relation to the works carried out as mentioned in Clause 6(a above. Unless there is any manifest error, the records kept by the Representative shall be final and conclusive. (iii At any time during the subsistence of this Deed, the Owners must appoint a Representative amongst themselves. Subject to Clause 6(b(i above, the method of appointment and resignation of the Representative is to be decided by the Owners. The Representative has the primary power and duty to carry out the works mentioned in Clause 6(a above. (c If any two or more Owners of at least any two or more of the Lands (the "Agreed Owners", come to the agreement that any of the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or any part or parts thereof require necessary repair and maintenance, the Agreed Owners shall serve a not less than thirty (30 days' written notice on the other Owner(s informing the latter of their agreement for the necessary repair and maintenance, the Representative shall then be responsible for carrying out such necessary repair and maintenance works in relation to the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or any part or parts thereof (as the case may be Provided that such costs and expenses are to be borne by the 1st Owner, the 2nd Owner and the 3rd Owner in accordance with Clause 6(a above.

19 (d (i In the event of failure of the functioning of any of the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or any part or parts thereof, any one Owner of any of the Lands (the "Requesting Owner" who considers that there is a necessity to carry out repair and maintenance thereto, is entitled to serve a not less than sixty (60 days' written notice on the other Owners informing them (I its request with the necessary details for the necessary repair and maintenance works at the Owners' joint costs and expenses as stipulated in Clause 6(a above; and (II the Requesting Owner is to request the Representative to carry out or the Requesting Owner is to carry out such necessary repair and maintenance Provided However That the Requesting Owner is not required to serve the aforesaid sixty (60 days' written notice in case of emergency and the cost of repair and maintenance does not exceed HK$10, (ii In the event that after receipt of the written notice served by the Requesting Owner, the other Owner(s raise objections to the repair and maintenance (the "Objecting Owner", the Representative is entitled to consider if there is any failure of functioning or if there is a real necessity to carry out such repair and maintenance as mentioned in Clause 6(d(i above in a reasonable and impartial manner. The Representative has to inform the Requesting Owner and the other Owner(s of his decision within 30 days after its receipt of written notice from the Objecting Owner. The decision of the Representative should be final and conclusive unless it is proved that there is manifest error. (iii In the event that after expiry of the said sixty (60 days' written notice (except in the case of emergency, the other Owners do not reply or respond to the Requesting

20 Owner, the Requesting Owner shall request the Representative to carry out such necessary repair and maintenance works or at his liberty to carry out such necessary repair and maintenance works in relation to the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or any part or parts thereof Provided that such costs and expenses are to be borne by the 1st Owner, the 2nd Owner and the 3rd Owner in accordance with Clause 6(aabove. (e Any Owner who has incurred costs and expenses as aforesaid should notify the Representative and all the other Owner(s in writing of the sum involved within 30 days upon his payment and to re-notify the Representative and all the other Owner(s in writing of any outstanding sum upon request.

21 Each party hereto hereby covenants with each other as follows :- (a it and its servants employees agents invitees and licensees shall not obstruct or permit or suffer to be obstructed or encumbered the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or any part thereof or allow any articles to be deposited thereupon; and (b it shall indemnify and keep each other fully indemnified from and against all actions, proceedings, demands, costs, expenses and claims whatsoever by the Government of Hong Kong Special Administrative Region and any other third party whomsoever in respect of any loss, injury, damage or other liability caused by or arising from the act, neglect or default (irrespective of whether wilful or not of such party or any invitee or licensee of such party or any workmen servants or persons who are permitted by such party to use the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities or otherwise arising from such party's use of the Right of Way Area, the Metal Gate, the Refuse Storage and Material Recovery Chamber, the Master Water Meter Room and the Shared Utilities Facilities howsoever. 8. For the avoidance of doubt, the parties hereto further agree that :-

22 (a (i The rights hereby granted by the 1st Owner unto the 2nd Owner and the 3rd Owner shall be binding on the Owners from time to time of the 1st Land or any part thereof and enure for the benefit of the Owners from time to time of the 2nd Land and the 3rd Land respectively or any part thereof. (ii The rights hereby granted by the 2nd Owner unto the 1st Owner and the 3rd Owner shall be binding on the Owners from time to time of the 2nd Land or any part thereof and enure for the benefit of the Owners from time to time of the 1st Land and the 3rd Land respectively or any part thereof. (iii The rights hereby granted by the 3rd Owner unto the 1st Owner and the 2nd Owner shall be binding on the Owners from time to time of the 3rd Land and enure for the benefit of the Owners from time to time of the 1st Land and the 2nd Land respectively or any part thereof. (b The rights and obligations hereby created shall only be varied, terminated or extinguished by the mutual consent of the Owners of the Lands. (c If there are 2 or more Owners in any of the Lands, their obligations and liabilities shall be joint and several. (d (i The 1st Owner and its assigns shall have no claim on the insurance monies received in respect of any insurance on the 2nd Land and the 3rd Land in the event of the same being damaged.

23 (ii The 2nd Owner and its assigns shall have no claim on the insurance monies received in respect of any insurance on the 1st Land and the 3rd Land in the event of the same being damaged. (iii The 3rd Owner and its assigns shall have no claim on the insurance monies received in respect of any insurance on the 1st Land and the 2nd Land in the event of the same being damaged. 9. Subject as hereinbefore provided in the case of a notice or demand required by this Deed or by law to be served personally or in any other manner, all notices or demands to be served hereunder shall be sufficiently served if addressed to the party to whom the notices or demands are given and sent by prepaid post to or left at the Land or the letter box thereof (if any of which the party to be served is the Owner notwithstanding that such party shall not personally occupy the Land PROVIDED HOWEVER THAT where notice is to be given to an Owner who is a mortgagor, such notice may also be served on the mortgagee, if a company, at its registered office or last known place of business in Hong Kong and, if an individual, at his last known residence. 10. All the costs and expenses are to be collected and paid in the manner stipulated in Clause 6(a above and any Owner(s who is/are not in default of payment is/are entitled to claim as a civil debt for such costs and expenses against the other Owner(s who fail(s to pay any costs and expenses arising therein.

24 Notwithstanding anything herein contained, until such time as the Lender enters into possession of the premises mortgaged or charged to the Lender under the Debenture, the covenants and obligations contained in this Deed and the liability for making any payment under this Deed and the other burden and restrictions herein imposed shall not be binding upon the Lender and no liability for any payment under this Deed shall be binding on the Lender in respect of any sums accrued prior to the Lender entering into possession. 12. In consideration of the Lender having entered into these presents in its capacity as the mortgagee or chargee under the Debenture, the said Sky Village Properties Limited hereby covenants with the Lender that:- (a it shall fully observe and perform all the covenants herein contained to be observed and performed by the said Sky Village Properties Limited while any share or interest in any part of the Land is subject to the Debenture; and (b it shall keep the Lender fully indemnified against the non-observance and non-performance of any of the said covenants. 13. In these presents (if the context permits or requires words importing the singular number only shall include the plural number and vice versa and words importing the masculine gender only shall include the feminine gender and the neuter and vice versa and words importing persons shall include corporations and vice versa.

25 IN WITNESS whereof the parties hereto have caused their respective Common Seals to be hereunto affixed the day and year first above written.

26 SEALED with the Common Seal of [ ] in its capacity as the 1st Owner and SIGNED by whose signature(s is/are verified by :-

27 SEALED with the Common Seal of [ ] in its capacity as the 2nd Owner and SIGNED by whose signature(s is/are verified by :-

28 SEALED with the Common Seal of [ ] in its capacity as one of the 3rd Owner and SIGNED by whose signature(s is/are verified by :-

29 [SEALED with the Common Seal of [ ] in its capacity as one of the 3rd Owner and SIGNED by whose signature(s is/are verified by :- ]

30 SEALED with the Common Seal of THE BANK OF EAST ASIA, LIMITED in its capacity as the Lender and SIGNED by whose signature(s is/are verified by :-