CONDITION, RISK, IDENTITY AND USE OF PROPERTY

Disclosure and indemnity

(1) The original Purchaser and any substitute or additional purchaser must fully and truthfully disclose the details of the substitution to the SRO or other Relevant Authority.

(2) The original Purchaser remains personally liable for the due performance of all the Purchaser's obligations under this Contract.

(3) The original Purchaser and any substitute or additional purchaser must indemnify hold harmless and keep indemnified the Vendor against any Loss or Claim that the Vendor, the Representatives of the Vendor or the Vendor's Lawyers pay, suffer, incur or are liable for as a result of any breach of this Special Condition 5.

Continuation of acts

The acts and omissions of the Vendor and the original Purchaser continue to bind the Vendor and the nominee respectively. The Vendor must treat the Deposit paid by the original Purchaser as Deposit money paid by the nominee.

ACKNOWLEDGMENTS BY PURCHASER

Sale of Land Act 1962 (Vic)

(1) The Purchaser received a copy of the Vendor's Statement before signing the Contract.

(2) The Purchaser acknowledges and agrees that a Due Diligence Checklist was made available to the Purchaser from the time the Land was offered for sale in the manner described in section 33B(6) of the Sale of Land Act 1962 (Vic).

Estate Agents Act 1980 (Vic)

(1) The Purchaser received a copy of the Contract before paying a deposit or signing the Contract or any other document in relation to the Purchaser's purchase of the Property.

(2) Neither the Vendor nor any person on behalf of the Vendor has made any promise to the Purchaser about obtaining a loan to defray some or all of the Price.

DEPOSIT

Payment

The Purchaser must pay the Deposit to the Vendor's Lawyers to be held by the Vendor's Lawyers in trust as a stakeholder for the parties until the earlier of:

(1) the Settlement Date; or

(2) the release of the Deposit under the Sale of Land Act 1962 (Vic).

Investment

The Vendor and Purchaser authorise the Vendor's Lawyers to lodge the Deposit (at the option of the Vendor's Lawyers) either:

(1) with a Bank as an unsecured deposit in the name of the Vendor's Lawyers in its capacity as stakeholder in a controlled money account authorised by the Legal Profession Uniform Law (Victoria); or

(2) in the general trust account of the Vendor's Lawyers.

Entitlement to Deposit

The Interest is the absolute property of the Vendor unless the Purchaser becomes entitled to a refund of the Deposit. If the Purchaser becomes entitled to a refund of the Deposit, the Purchaser also becomes entitled to the Interest.

Giving effect to this Special Condition

The Vendor and Purchaser must do all things necessary, including providing the relevant tax file numbers, to enable the Vendor's Lawyers to do the following:

(1) open the account specified in Special Condition 7.2(1); and

(2) withdraw the Deposit and the Interest.

Deposit release authorisation

Where the Purchaser is deemed by section 27(7) of the Sale of Land Act 1962 (Vic) to have given the deposit release authorisation referred to in section 27(1) of that Act, the Purchaser is also deemed to have accepted title in the absence of any prior express objection to title.

DEPOSIT BY BANK GUARANTEE OR DEPOSIT BOND

Payment by Bank Guarantee or Deposit Bond

The Deposit must be paid by the Purchaser in cash or by cheque drawn on an Australian Bank. However, if the Vendor agrees, payment of all or part of the Deposit may be secured by means of:

(1) a Bank Guarantee; or

(2) a Deposit Bond.

Payment at Settlement

If the Purchaser secures payment of the Deposit or any part of it by way of a Bank Guarantee or Deposit Bond in accordance with Special Condition 8.1, then, Settlement must take place on the basis that the Purchaser must pay to the Vendor 100% of the Price (less any amount of the Deposit paid in cash or by cheque) by way of cash or bank cheque in accordance with the terms of this Contract. Upon receipt of the cash or bank cheque at Settlement, the Vendor must return to the Purchaser the Bank Guarantee or Deposit Bond (as the case may be).

Term of Bank Guarantee or Deposit Bond

If the Purchaser secures payment of all or part of the Deposit by way of a Bank Guarantee or a Deposit Bond, the term of the Bank Guarantee or Deposit Bond must be for a period of at least 39 months from the Day of Sale.

Replacement Bank Guarantee or Deposit Bond

If the Vendor, in its absolute discretion, accepts a Deposit Bond or Bank Guarantee that has an expiry date which is less than 39 months from the Day of Sale, the Purchaser must deliver a replacement Deposit Bond or Bank Guarantee to the Vendor no later than 45 days before the expiry date.

Insolvency of issuer

Should an Insolvency Event occur in relation to the party who has issued the Deposit Bond or Bank Guarantee, the Purchaser must deliver a replacement Deposit Bond or Bank Guarantee to the Vendor within 7 days of the Vendor's request for such a replacement.

Purchaser's default

Subject to General Condition 34, if the Purchaser is in default under any provision of this Contract and does not remedy the default, then, the Vendor will be entitled to:

(1) rescind this Contract; and

(2) exercise its rights under the Bank Guarantee or Deposit Bond (as the case may be).

For the avoidance of doubt, the Vendor confirms that it may only exercise its rights under the Bank Guarantee or Deposit Bond if the Contract has been rescinded.

LOAN

Compliance with Sale of Land Act 1962

The Vendor and Purchaser agree that the monies paid out from the Bank Guarantee or Deposit Bond, including any replacement of that Bank Guarantee or Deposit Bond, are deemed to form all or part (as the case may be) of the cash Deposit under this Contract, and must be dealt with in accordance with the terms of this Contract and the Sale of Land Act 1962 (Vic).

Contract subject to loan approval

If the Particulars of Sale specify that this Contract is subject to a loan being approved, this Contract is subject to the Lender approving the loan on the security of the Property by the Approval Date or any later date allowed by the Vendor.

Loan not approved

The Purchaser may end the Contract if the loan is not approved by the Approval Date, but only if the Purchaser:

(1) immediately applied for the loan; and