DEED OF SALE CASH DELAYED MEMORANDUM OF AN AGREEMENT OF SALE MADE AND ENTERED INTO AND BETWEEN:

Transcription

1 DEED OF SALE CASH DELAYED MEMORANDUM OF AN AGREEMENT OF SALE MADE AND ENTERED INTO AND BETWEEN: SHELLEY POINT HOTEL SPA AND COUNTRY CLUB (PTY) LTD duly registered with registration number 2008/028141/07 herein represented by, duly authorised thereto (hereinafter referred to as the "SELLER/S") and 1. NAME: IDENTITY NUMBER: MARITAL STATUS: WHOSE ADDRESS FOR PURPOSES OF THE DEED OF SALE SHALL, UNTIL ALTERED IN TERMS OF SECTION 23 OF THE ACT, BE THE FOLLOWING: (Physical Address) 2. NAME: IDENTITY NUMBER: MARITAL STATUS: WHOSE ADDRESS FOR PURPOSES OF THE DEED OF SALE SHALL, UNTIL ALTERED IN TERMS OF SECTION 23 OF THE ACT, BE THE FOLLOWING: (Physical Address) JP

2 2 3. INTERPRETATION RECORDAL 3. In this agreement, unless inconsistent with or otherwise indicated by the context 3.1 The Act means the Property Time-Sharing Control Act 75 of 1983, with the regulations under the Act; 3.2 The/this agreement means the agreement as set out herein together with all appendices hereto; 3.3 the property means the immovable property identified in clause 4, constituting the SHELLEY POINT HOTEL SPA AND COUNTRY CLUB; 3.4 managing agent means the person engaged by a seller, developer or a management association, to manage a property time-sharing scheme pursuant to a written management agreement; and 3.5 management association means the association consisting of representatives of a developer and purchasers of time-sharing interests as provided for in regulation 7 of the Act; 3.6 holiday time module, means the right to and interest in the exclusive use or occupation during the period(s) determined herein during recurrent years in respect of the accommodation within the property inclusive of 88 rooms, common areas and recreational facilities, constituting the SHELLEY POINT HOTEL SPA AND COUNTRY CLUB; acquired by the purchaser hereunder within a property time-sharing scheme under the Act; 3.7 The Alienation of Land Act means the Alienation of Land Act 68 of 1981; 3.8 The CPA means the Consumer Protection Act 68 of 2008; 3.9 The NCA means the National Credit Act 34 of 2005; 3.10 This agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africal; and 3.11 the SHELLEY POINT HOTEL SPA AND COUNTRY CLUB CO-OWNERS MANAGEMENT RULES (or Management Rules ) means the rules under which the occupation under, management and use of the holiday time-module sold hereby, is subject to as if the Management Rules have been incorporated herein. 4. PROPERTY The SELLER hereby sells to the PURCHASER/S who purchases an undivided, but defined (1/3000), share of co-ownership in ERF 6668, 6681 AND 6669 ST HELENA BAY in extent 6367 square meters in co-ownership, providing for a recurring the holiday time-module in SHELLEY POINT HOTEL SPA AND COUNTRY CLUB, as more fully described herein on the terms and conditions hereof: (hereinafter referred to as the "PROPERTY") 4. The seller hereby guarantees that : 4.1 the said property is registerable on the date of signature of this agreement; and 4.2 an architect s certificate, defining the holiday time-module, will be provided to the purchaser upon signature that the accommodation is substantially in accordance with the applicable relevant officially approved building plans, town planning scheme and local authority by-laws and is sufficiently complete for the purposes of utilization of the holiday time module; 4.3 The share in the property will have the following benefits: days free accommodation per year for the first 10 years, not necessarily consecutive, only after 40% (Forty Percent) of the purchase price is paid (this transaction being a lay-by agreement to such extent, as envisaged in the CPA, read with the regulations thereto): in a single room for 2 (two) adults and 2 (two) children under the age of 6 (six) years; or in a duplex room for 2 (two) adults and 2 (two) children under the age of 14 (fourteen) years to share; The amount of adults and children stipulated in and above may change from time to time by the Management Rules;

3 all meals and drinks are excluded The months in the high season and the low season shall be allocated to each purchaser in rotation or at the discretion of the Management Association in its sole discretion, and as it may authorise the Managing Agent, and the allocation is subject to the Management Rules, as amended from time to time; Usage of the variety of activities is available free or at members rates i.e. golf, spa, tennis, gym, pool and bowls Purchasers shall be exempted from any taxes, levies, maintenance costs and any other costs incidental to and incurred in the normal bona fide running of the Hotel subject and limited to 10 (ten) years (being the initial period ) after date of signature, and After the expiration of the initial period, co-owner members shall exclusively in their sole discretion determine the future use of the property, and the continuance or not, of the property time-sharing scheme, under the Act. 4.4 The holiday time-module is not intended to be for residential purposes, but for holiday use within the existing SHELLEY POINT HOTEL SPA AND COUNTRY CLUB that is located on the said property. 5. PURCHASE PRICE The purchase price is the amount of R (ONE HUNDRED AND FORTY THOUSAND RAND) which amount includes Value Added Tax. 6. PAYMENT 6.1 A deposit of a minimum of % ( ), being R ( ) of the purchase price shall be paid by the PURCHASER/S to the SELLER s Administrators, SAUNDERSON & DU PLESSIS INCORPORATED (Trust Account: ABSA Bank: Account no : Branch Code: , Swift Code ABSAZAJJ) within months from signature hereof, in equal amounts of R ( ) per month with the first payment to commence on (date) and thereafter on the day of each following month with the final payment on (date) as per debit order. 6.2 It is placed on record that the no interest on the outstanding balance of the deposit will be levied by the SELLER provided all payments are timeously made as in Clause The purchaser shall at all times be entitled to make any payment before the due date of such payment; make larger payments than the payments for which this agreement provides; tender payment of all amounts owing in terms of this agreement to the seller and to claim transfer of the property against such payment. 6.5 The balance of the purchase price shall be paid without deduction, set off and/or bank charges, by the PURCHASER/S to the SELLER Conveyancers upon registration of the transfer. The PURCHASER/S shall furnish the SELLER Conveyancers with a Bank Guarantee for payment of the purchase price within 14 (fourteen) days after being required to deliver same and after fulfilment of the suspensive conditions if any. The said guarantees will not be called upon more than 2 (two) months before date of transfer in the case of delayed transfers.

4 4 7. INSTALMENT SALE AGREEMENT 7.1 This Agreement is not subject to a mortgage bond agreement. 7.2 The SELLER in his sole discretion will, for qualified PURCHASER/S, provide up to a maximum of 90% (NINETY PERCENT) finance in terms of the Alienation of Land Act in the form of an Instalment Sale Agreement. The said instalment sale agreement will inter alia contain a condition that transfer will only take place on payment of the last instalment of the balance purchase price. 7.3 The PURCHASER/S undertakes to sign all documents and do all things necessary as requested by the SELLER or his Agent to ensure the successful granting of the instalment sale agreement. 8. WARRANTIES AND REPRESENTATIONS 8.1 The property is sold subject to the Act, CPA and other laws, where applicable and 8.2 The purchaser shall be obliged to accept transfer subject to the conditions, reservations and servitudes affecting the property and the use and occupation of the holiday time-module under the Management Rules 8.3 If upon a re-survey or re-measurement, the extent of the property is found not to correspond to that set out in this agreement, then neither party shall be entitled to claim for any shortfall or surplus. As the property is sold in defined undivided shares, the event of any shortfall or surplus is unlikely. 8.4 The purchaser acknowledges that save for the warranties contained in 8.5 below, no warranties, undertakings or representations whatsoever have been made or given to him by the seller, whether expressly or impliedly, and save as required in law. Copies of all laws referred to herein are available for perusal on request. 8.5 The seller warrants that the property is not encumbered; no notice has been received by the seller of the intention of any authority to expropriate the property or any portion thereof; no legal action has been instituted against the seller and the seller has no knowledge of any contemplated legal action in terms whereof the property may be attached and transfer may be interdicted; it is entitled to dispose of the property 9. DOMICILIUM CITANDI ET EXECUTANDI 9.1 The Parties hereby choose their respective Domicilia Citandi et Executandi for all purposes of the Agreement at the addresses set out in the PARTICULARS annexed hereto. Any notice: which is posted by prepaid registered post to the addressee at the addressee's domicilium will be deemed to have been received 7 (seven) days after posting, or which is sent by telefax or will be deemed to be a written notice in terms of this agreement and to have been received on the first business day after the date of successful transmission. 10. INTEREST If the PROPERTY is not transferred into the name of the PURCHASER/S on or before the date and terms referred to in clause 10 below, as a result of any default by the PURCHASER/S, the PURCHASER/S shall pay interest on the purchase price calculated at the minimum lending rate of Nedbank Bank Limited plus 5% (five percent) from the date the SELLER'S Attorney was ready to effect transfer until date of registration in the name of the PURCHASER/S. It is an express condition of this

5 5 clause that it will not be necessary for the SELLER to put the PURCHASER/S on terms (Clause 17) to enforce this clause. 11. TRANSFER COSTS 11.1 The PURCHASER/S is responsible for payment on demand to the SELLER'S Conveyancers of all transfer fees and Local Authority's clearance fees It is hereby recorded that the SELLER is a registered Vendor in terms of the Value Added Tax Act, and that no Transfer Duty is payable by the PURCHASER/S. 12. TRANSFER Transfer of the PROPERTY will be given by the SELLER Conveyancers (MHI ATTORNEYS - Tel: or any other appointed Conveyancers by the SELLER from time to time and taken by the PURCHASER/S within two months after the date of payment of the deposit and balance purchase price as mentioned in Clause 4 in the case of a cash transaction. 13. USE AND ENJOYMENT 13.1 The purchaser shall at all times comply with the Shelley Point Home Owners Association Constitution, being the rules of the development in which the property is situated; and with the Management Rules applicable to the property time-sharing scheme or holiday timemodule itself, including the rules of the Shelley Point Hotel, of the Country Club as may apply from time to time; and have the benefits as set out in clause 4.3 and under the Management Rules. 14. COMMISSION The SELLER is liable to pay estate agent's commission West Coast Properties in accordance with its arrangements with the said agency. The agent West Coast Properties responsible for the sale of this transaction is. The PURCHASER/S warrants West Coast Properties is the effective cause of this transaction. 15. TITLE CONDITIONS The PROPERTY is sold "voetstoots" (as it stands) and is subject to all the terms, conditions and servitudes mentioned or referred to in the Title Deed of the PROPERTY. It is further subject to all other conditions which may exist or be imposed by the Local Authority. 16. VARIATION / NON WAIVER 16.1 No agreement between the parties to vary, add or suspend any of the terms of this agreement, will be binding or have any validity if not reduced to writing and signed by both parties No latitude or extension of time which may be allowed by the SELLER to the PURCHASER/S in respect of any condition of this agreement shall under any circumstances be deemed to be a waiver of the SELLER'S rights at any time, and the SELLER shall be entitled to enforce strict and punctual compliance of each and every provision of the terms hereof.

6 6 17. DEFAULT OF AGREEMENT BY THE PURCHASER 17.1 The seller and purchaser agree that all the purchaser s obligations in terms of this agreement are material If the purchaser breaches any of his or her obligations in terms of this agreement; and fails to comply with a notice served on him as set out in 17.3 below, the seller shall be entitled to act in terms of 17.4 below The notice referred to in 17.2 above shall be handed to the purchaser or sent by registered post or by fax or by to the purchaser s domicilium address contained in the schedule (or any amended address of which the purchaser may notify the seller in accordance with Section 23 of the Act) and shall contain a description of the obligation which the purchaser has breached; a demand that the purchaser rectify the breach within a stated period which shall not be less than 30 (thirty) days provided that if, in that same calendar year, 2 (two) such notices have already been served on the purchaser at an interval of more than 30 (thirty) days, the stated period need not be longer than 7 (seven) days; and an indication of the steps which the seller intends taking if the breach is not rectified In the circumstances set out in clause 17.2 above, the seller shall, without further notice and without prejudice to any other right or remedy which it may have in terms of this agreement or at law, be entitled, but not obliged to cancel this agreement; to repossess the property; to recover from the purchaser all amounts then outstanding in terms of this agreement, together with interest up to the date of payment; and to retain, as a penalty, all amounts, including the deposit, paid to it by the purchaser in terms of this agreement. 18. LEGAL COSTS In the event of legal action being instituted by the SELLER against the PURCHASER/S in pursuance of this agreement, the PURCHASER/S will be liable for all legal costs incurred by the SELLER, calculated on an attorney-and-own-client scale, which includes collection commission. 19. RECORDING OF THE CONTRACT DELAYED TRANSFER 19.1 If applicable, the SELLER shall effect a recording of the contract in terms of section 20 of the Alienation of Land Act and, if he should fail to do so, the PURCHASER may effect a recording in terms of that section After the agreement has been recorded as set out above, the SELLER will be entitled to all monies paid towards the deposit or the balance purchase price The SELLER undertakes not to encumber the property by mortgage bond on or before the date on which the contract is recorded in terms of clause HOME OWNERS' ASSOCIATION The PURCHASER/S acknowledges that he becomes a member of the SHELLEY POINT HOME OWNERS' ASSOCIATION on date of registration of transfer, and on resale of the PROPERTY, such Deed of Sale must contain a condition to that effect. The PURCHASER/S has acquainted himself, and is bound to the Constitution of such Association and is available West Coast Properties.

7 7 21. JURISDICTION The parties hereby consent to the jurisdiction of any Court within the Western Cape Province at the election of the SELLER in respect of any legal proceedings resulting from this agreement. 22. TRUSTEE FOR LEGAL ENTITY If the signatory for the PURCHASER/S acts as a Trustee/Member/Director for an existing legal entity, or for a legal entity to be formed, the signatory binds himself as surety and co-principal debtor jointly and severally with the legal entity for due fulfilment of all conditions of this agreement. 21. IRREVOCABLE OFFER This agreement constitutes an irrevocable offer by the PURCHASER/S to the SELLER and shall not be capable of being withdrawn by the PURCHASER/S. 22. PURCHASER S RIGHT OF TERMINATION: COOLING OFF Notwithstanding any contrary provisions contained in this agreement, the purchaser shall be entitled to cancel this agreement within 5 (five) days after the signature date by written notice delivered to the seller in terms of section 121 of the NCA, or section 29A of the Alienation of Land Act (only if the NCA does not apply) and any other applicable law. 23. INFORMATION REQUIRED TO BE GIVEN TO THE PURCHASER IN TERMS OF THE ALIENATION OF LAND ACT DELAYED TRANSFER The PURCHASER s attention is drawn to: 23.1 the extent of the property indicated in clause 4; 23.2 there is no transfer duty payable as the SELLER is registered for VAT; 24. MANAGEMENT ASSOCIATION 24.1 The purchaser acknowledges that he becomes a member of the Shelley Point Country Club and Spa Management Association on registration of transfer and through the co-ownership of the property also a fractional member of the separate Shelley Point Home Owners Association. On resale of the property, the sale agreement must contain a condition to that effect The Management Association shall exclusively be authorised to represent the single vote of the property at the proceedings of the Shelley Point Home Owners Association The constitution for the Shelley Point Country Club and Spa Management Association will be drawn up as soon as the association is formed under the Act The Management Rules will be subject amendment in the sole discretion of the Management Association from time to time, and be subject to its constitution. 25. SPECIAL CONDITIONS 25.1 This agreement and the performances thereunder is subject to the following resolutive conditions, within a period of seven months from 1 January 2016, or such longer period as

8 8 the seller in its sole discretion may determine: the due and timeous fulfilment and/or compliance with all statutory and/or regulatory requirements that applies to this agreement; and the granting of due and timeous written consent by the Shelley Point Home Owners Association for the registration of transfer of the purchaser s undivided co-ownership share in the SHELLEY POINT HOTEL SPA AND COUNTRY CLUB property referred to above; and the final and complete cancellation of the current sectional title scheme and register referred to as Shelley Point Luxury Apartments in respect of part of the property; and however as soon as transfer is possible in the sole discretion of the seller, the above period for the fulfilment of the conditions in clause to above, may be waived by the seller in writing on notice to the purchaser, in which event the contract is unconditional In the event of non-fulfilment or the failure of any one or more of the above resolutive conditions, the agreement shall lapse from inception with and all the performances by the parties shall be restituted under regulation 9 under the Act The seller will disclose to the Purchaser in writing any event which will or is likely to prevent any of the suspensive conditions set out above from being achieved, fulfilled or satisfied, immediately it becomes aware of such matter at any time. At the moment the Seller does not foresee any such uncertain future event Until all the conditions in 25.1 to 25.3 have been met all monies paid will be invested into an interest bearing trust account for the benefit of the purchaser by the conveyancers Should the seller elect, when all of the conditions in 25.1 to 25.3 have not been met, not to proceed with the agreement in terms of clause 25.3, all monies paid and interest thereon at the prescribed rate will be refunded to the purchaser Should the seller in terms of clause proceed to transfer, it is the intention of the parties the deposit or monies paid towards the balance of the purchase price will be paid to the seller in anticipation of registration Any monies paid held by the conveyancers on behalf of the purchaser, will only be paid by the conveyancers to the seller once this agreement is no longer subject to any conditions. THUS DONE and signed by the SELLER at on the day of 20 AS WITNESSES: 1. on behalf of SELLER 2. THUS DONE and signed by the PURCHASER/S at on the day of 20 AS WITNESSES: 1. PURCHASER/S 2.

9 9 26. DISCLOSURE I/WE, THE PURCHASER/S, HEREBY CONFIRM THAT THE FULL EXTENT OF MY OBLIGATIONS AND RIGHTS HEREIN HAVE BEEN EXPLAINED TO ME AND THAT I HAVE BEEN GIVEN AN OPPORTUNITY TO MAKE THE NECESSARY ENQUIRIES IN RESPECT OF THE PROPERTY AND ALL MATERIAL ASPECTS RELATED TO THIS PROPERTY AND SALE AND THAT I UNDERSTAND THE EFFECT OF THIS AGREEMENT. THUS DONE and signed by the PURCHASER/S at on the day of 20 AS WITNESSES: 1. PURCHASER/S 2.

10 10 PURCHASER/S PARTICULARS: SURNAME: FULL NAMES: IDENTITY NO: FULL NAMES OF SPOUSE: IDENTITY NUMBER OF SPOUSE: POSTAL ADDRESS: TEL NO. (W) (H) TELEFAX NO. MOBILE NO. ADDRESS IF PURCHASER/S IS A COMPANY / CC OR A TRUST: NAME OF COMPANY / CC / TRUST: REGISTRATION NUMBER: SARS REG NO: VAT REG NO: ANNUAL INCOME: PHYSICAL ADDRESS: POSTAL ADDRESS: TEL NO: (W) (H) CELL NO: TELEFAX NO: ADDRESS:

11 11 FIRST SCHEDULE: SECTION 4: THE PROPERTY TIME SHARING CONTROL ACT: CONTENTS OF CONTRACT: MUST BE READ WITH THE SIGNED AGREEMENT AND Names of purchaser Residential / business address of purchaser Names of seller Residential / business address of seller Description of the legal basis and duration of the relevant property time-sharing scheme and the time-sharing interest which is the subject of the contract The recurrent period during which the purchaser shall be entitled to the relevant time-sharing interest The conditions on which the purchaser shall be entitled to the relevant time-sharing interest Description of the relevant immovable property Is such immovable property held by the seller by virtue of ownership or lease? In the case of a lease, state the name and address of the lessor and duration of the unexpired period of such lease If seller is not the registered owner of such immovable property, state name and address of the owner Is the immovable property is encumbered by a mortgage bond If yes, state the name and address of the person in favour of whom, (or in the case of a participation bond, the name and address of the relevant nominee company referred to in the Participation Bonds Act, 55 of 1981), the mortgage bond is registered at the time the contract is concluded The amount or nature of the relevant consideration The annual rate at which interest (if any) is to be paid on any balance in respect of the relevant consideration The amount of each instalment payable under the contract in reduction or settlement of the relevant consideration (if any) The method of determining the amount, of each instalment payable under the contract in reduction or settlement of the relevant consideration (if any) The due date of each such instalment The method of determining the due date of each such instalment Has a certificate in terms of section 7(1) in respect of the relevant accommodation been issued at the time the contract is concluded? If not, what is the latest date by which such certificate will be issued and delivered to the purchaser (subject to subsection 2 shall not be later than three years from the date of the contract) State the place at which and the hours during First cycle of ten years, as defined in agreement. As defined in the AGREEMENT, read with the Management Rules and the Act. Ownership of immovable property Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable, if not sold for cash, but under a credit instalment sale agreement. Yes, it will be provided (delete if not applicable). At the offices of the Seller, as above or at the

12 12 which written details of the relevant property timesharing scheme and of any rules in accordance with which the relevant time-sharing interest is to be utilized, may be inspected An inventory of any movables which will be available for use by the purchaser in conjunction with the relevant time-sharing interest State the official language chosen by the purchaser in terms of section 3 seller s estate agent, see the Management Rules below. It will be provided (delete if not applicable) and at the offices of the seller., or as indicated.

13 13 SECOND SCHEDULE REFERENCES TO THE ALIENATION OF LAND ACT: The purchaser is notified of the obligations and/or rights (only where applicable) under 1. Section 11 to perform the obligations of the seller; 2. Section 17 as set out in Clause 5.5 above; 3. Section 20 as set out in Clause 8 above; 4. Section 13(2) to be temporarily absolved in certain circumstances from the liability to pay interest if the seller should fail to furnish him with a copy of this agreement as required in terms of Section 13(1) of the Act; 5. Section 16(3) to be temporarily absolved in certain circumstances from the liability to pay Section 16(1) and (2); 6. Section 23 to inform the seller of a change of the address serving as his or her domicilium citandi at executandi and to regard the seller s address as its (the seller s) domicilium citandi at executandi; 7. Section 27 to claim transfer of the property as set out in clause 5 above; 8. Section 9 of the obligation to notify every mortgagee of the conclusion of this agreement, of the purchaser s address and of such other particulars as the mortgagee may reasonably require to be furnished to it (but there is no mortgage); 9. Section 15(2) of the Act, to accept a loan secured by a mortgage bond over the property if the seller arranges that loan and the loan is granted and is subject to the same terms and conditions as contained in this agreement (but applicable); 10. Section 21(1) to give information to the owner; and 15.5 Section 19, the limitation of the right of the seller to take action against the purchaser unless the seller has given notice.

14 14 THIRD SCHEDULE CONFIRMATION OF AVAILABLE DOCUMENTS Documents made available on signing of a contract for the benefit of or inspection, by the intended purchaser, at the locations from which time-sharing interests in the property are being sold: The site development plan The floor lay-out plan In the event of the building relating to the particular property time-sharing scheme not being completed, a copy of the building plans approved by the local authority concerned A copy of the current management agreement Property already developed Available on request Not applicable Not yet available applicable/ it will be provided (delete if not applicable). * The floor area in square metres of the single room approximately 45 accommodation duplex room approximately 59 The sport, recreational or any other facilities available for the exclusive use of purchasers and occupiers in the property time-sharing scheme A description of the legal basis of the property time-sharing scheme A Is the property time-sharing scheme held under, on title deed, in registered ownership. freehold or leasehold? If under leasehold, state the number of years Not applicable during which the time-sharing interest concerned could be utilized by the purchaser in relation to his particular time module A description of the immovable property relating to the relevant time-sharing interest In the event of the immovable property being held Not applicable by the seller by virtue of a lease, state the name and address of the lessor as well as a copy of such lease If the seller is not the owner, state the name and Not applicable address of the registered owner of the immovable property Has the developer any interest of whatsoever Not applicable/ to be appointed nature in the managing agent? A detailed projection of the estimated income and expenditure in respect of the operation and Not applicable as first ten years are free of any costs for the members of scheme maintenance of the property time-sharing scheme for one year in advance, certified as adequate by both the developer and the person who actually manages that scheme The amount of the levy payable for at least the initial year by the purchaser for purposes of the operation of the relevant property time-sharing scheme and the maintenance of the relevant accommodation The basis on which the levy is being calculated (subject to regulation 14) Indicate the age of the relevant accommodation Less than 10 years The rules in accordance with which the timesharing See the Management Rules interest concerned is to be utilized

15 15 FOURTH SCHEDULE PART A: MANAGEMENT RULES: SHELLEY POINT HOTEL SPA AND COUNTRY CLUB A member shall: 1. not use the room (unit) or permit it to be used in such a manner that shall be injurious to the reputation of the Shelley Point Country Club Hotel & Spa or the Shelley Point Development. 2. not contravene or permit the contravention of any law, by-law, ordinance proclamation, statutory regulation or the condition of licence of the room (unit) or the conditions of title to the room (unit). 3. not make alterations to the room and shall not affect any improvements thereto without written consent of the Manager. 4. not keep anything or do anything on the common property after receipt of written notice by or on behalf of the Management Association and/or the Managing Agent as may be applicable, reasonably forbidding same. 5. not damage or destroy any plants, shrubs or trees on the property. 6. not keep any animal or bird in the room (unit) or on the common property without written permission from the Management. 7. not erect or affix any advertisement, boards or notices in or on any part of the property or on the room (unit) or allow same to be affixed. 8. not leave or store any article on any part of the common property or allow it to be left thereon. 9. not leave rubbish of any kind or allow it to be left in the room (unit) or on any part of the common property except as such a place or in such receptacles as are specifically provided therefore. 10. not display or hang any washing or allow it to be displayed or hung anywhere on the common property except in the area especially set aside for that purpose. 11. not use the room (unit) or allow it to be used for any purpose other than a holiday home. 12. not do or allow the doing of anything in the room (unit) or on the common property which may constitute a nuisance to occupants or other rooms (units) or may cause injury or damage to or endanger any persons or property whatsoever. 13. leave the room (unit) in the same good and clean condition as he would hope to find it. 14. return all keys of the flat to the Manager at the end of his holiday. 15. check the room (unit) and its contents with the Manager or his representative before departure at the end of his holiday, and shall forthwith pay for all damages and breakages which are not covered by insurance or the result of fair wear and tear. 16. shall at all times comply with the Shelley Point Home Owners Association Constitution (being the rules of the development in which the property is situated) and the rules of the Shelley Point Hotel and the Country Club, as may apply from time to time. PART B: RESERVATIONS: 1. The member as co-owner of the property shall be entitled to occupy a room in accordance with the designated time module and may reserve his annual occupation in accordance with these rules and subject to the priorities allocated to such reservations as provided for herein Member shall apply in writing in such manner and at such time as the Management Association or in lieu thereof the Managing Agent may determine in their sole discretion from time to time, for the reservation of a time module in respect of the calendar year. Such determination shall be final and binding upon the member and would not be subject to any challenge, subject thereto that the determination shall be exercised in a fair and reasonable manner in good faith and with due regard to all circumstances and the various cycles for occupation as may be determined from time to time by the Management Association, alternatively and/or the Managing Agent, as may be appropriate in terms of these rules A time module will be reserved for the member in response to the written request, by the company, if available. The relevant time module would be unavailable only if it was subject to a prior booking by another "Flexi Time Owner" subject to a prior booking by another coowner of the property who had already booked. The rule first in time, first in right shall apply unless it is waived by the co-owner that has booked on a prior occasion.

16 Strict adherence to these rules may be waived and deviations permitted from time to time, in order to obtain fair and reasonable results in the sole discretion of the Management Association. 2. Occupation of the rooms (units) will be allocated to members entitled to occupation in accordance with their booking and in the following order of priority: 2.1. Firstly, to the member that has made a booking first in time; 2.2. Secondly, to the owner that has made a booking to the same or similar apartment and has been placed on a waiting list; 2.3. Thirdly to a member that is willing to swop its pre-existing booking with an alternate booking in relation to a room identified as a specific preference by the said member and upon agreement with another member who is willing to swop any time module at any time subject to the use and occupation agreement; 2.4. Fourthly, to a member who requires only to occupy a portion of the total time module available and further subject to the rules above. 3. Members who exercise occupation of only a portion of their time module will be allocated occupation, subject to the above provisions on the same basis as casual rental pool visitors to the resort, but if necessary will be given priority over the rental pool visitors, at the same time of reservation. 4. Any holder of any time module or modules, who does not reserve occupation as set out hereinabove, will automatically participate in the Rental Pool to be operated by the Management Association on behalf of the members, in terms of these Rules. PART C: RENTAL POOL 5. The Management Association will operate a rental pool on behalf of the members in accordance with these regulations: 5.1. All members shall automatically participate Only complete time modules will be accepted for participation in rental pool Where only a portion of a time module remains available for rental, such remaining portion must be reserved by the member, and any rental in respect of such reserved period would be for the account of the member directly, less management charges, if applicable During the first ten years no costs is incurred by any member who failed to occupy any room in accordance with the allocation of time modules. 6. The Management Agent shall be entitled to an agreed fee of the received and paid balance of the rental pool as at the end of each calendar year and this amount shall be credited to the participating members pro-rata, if any surplus remains, after deduction of any levy amount that may be due by any of them. During the first ten years the Developer of the Scheme shall be liable to bear all costs in relation the Management Company by reason of the fact that each member shall be entitled to free holidays with no costs for ten years for a period of ten days annually. Such time period of ten days shall run consecutively unless otherwise agreed to by the Management Agent upon the authority of the Management Association. 7. The Management Association shall be entitled to determine from time to time the rules applicable to the allocation of time modules utilised within the rental pool and the cost/ rental that shall be charged in respect of each room depending on the season and/or demand for rooms (unit).