THIS MORTGAGE is made the day of Two Thousand and
BETWEEN Mortgagor
Borrower (hereinafter called "the Mortgagor") of the first part,
Mortgagee (hereinafter called "the Borrower") of the second part and SHANGHAI COMMERCIAL BANK LIMITED whose registered office is situate at No.12 Queen's Road Central, Hong Kong (hereinafter called "the Mortgagee") of the third part.
W H E R E A S :-
(1)The Mortgagor is the registered owner of the Mortgaged Premises (as hereinafter defined).
Extent of Facilities (2) The Borrower has through the Mortgagor applied to the Mortgagee to grant to the Borrower Facilities (as hereinafter defined) or to grant forbearance indulgence or other accommodation to the Borrower and the Mortgagee has agreed to grant or continue to grant such Facilities forbearance indulgence or accommodation to the Borrower to such extent as the Mortgagee may in its absolute discretion from time to time deem fit upon the Mortgagor and the Borrower entering into covenants and obligations hereinafter contained and upon the Mortgagor assigning or charging (as the case may be) the Mortgaged Premises to the Mortgagee as security for the due payment of all monies payable or which may at any time hereafter or from time to time become payable by the Mortgagor and/or Borrower to the Mortgagee hereunder and interest thereon, (notwithstanding any provision in this Mortgage, if the Borrower consists of two or more parties, then only monies, obligations and liabilities due owing or incurred by those parties jointly but without prejudice to any guarantee, indemnity or other security of any nature at any time provided by any one or more Borrowers) in manner hereinafter more particularly described.
3PSCB040705MTG 1 version: 04072005 NOW THIS DEED WITNESSETH as follows:-
Definitions 1. In this Mortgage, the following expression shall, if the context so requires or permits, having the following meanings:-
(1.1) "Deed of Covenant" shall mean and include any deed or document governing or applicable to the Mortgaged Premises being a deed of mutual covenants between owners of communally owned premises (by whatsoever named described) for the control management and granting of possession of portions of such communally owned premises and for the creation of easements therein, as are more particularly described in the Schedule hereto, and any variation or modification thereof;
(1.2) "the Government Grant" shall mean the Government Lease or Government Leases or Conditions of Sale Conditions of Grant Conditions of Exchange or other grant document more particularly described in the said Schedule and any variation or modification thereof under which the Mortgaged Premises are held from the Government, and shall include any Ordinance Regulations or By-Laws under which such Government Lease(s) or Conditions are deemed to have been renewed;
(1.3) "the Mortgaged Premises" shall mean all those premises registered in the name of the Mortgagor and more particularly described in the said Schedule and all the estate right title interest property claim and demand of the Mortgagor therein and thereto;
(1.4) "the Secured Sum" shall mean all sums of money which the Mortgagor and the Borrower covenant to pay to the Mortgagee under the terms of this Mortgage, (notwithstanding any provision in this Mortgage, if the Borrower consists of two or more parties, then only monies, obligations and liabilities due owing or incurred by those parties jointly but without prejudice to any guarantee, indemnity or other security of any nature at any time provided by any one or more Borrowers);
(1.5) "the Mortgagor", "the Borrower" and "the Mortgagee" wherever used herein shall (if the context permits) in the case of an individual include the person specifically named and his executors administrators and assigns and in the case of a company or corporation include the company or corporation specifically named its successors and assigns and in the case of persons holding as tenants in common include the persons specifically named and each of them and their respective executors administrators and assigns
3PSCB040705MTG 2 version: 04072005 and in the case of persons holding as joint tenants include the persons specifically named and the survivor or survivors of them and the executors and administrators of such survivor his or their assigns and in the case of a firm include all the partners therein and in case of any changes either by the death of any partner or otherwise in the constitution of the firm the persons for the time being constituting the firm their respective executors administrators and assigns;
(1.6) "Facilities" shall mean, in the case where the Mortgagee is a licensed bank, general banking facilities, and in any other case, shall mean general credit facilities, (notwithstanding any provision in this Mortgage, if the Borrower consists of two or more parties, then only general banking or credit facilities to those parties jointly but without prejudice to any guarantee, indemnity or other security of any nature at any time provided by any one or more Borrowers);
(1.7) "Government" shall mean the Government of Hong Kong Special Administrative Region;
(1.8) "Hong Kong" shall mean Hong Kong Special Administrative Region;
(1.9) "Hong Kong Dollar(s)" and the sign "HK$" shall mean the lawful currency for the time being in use in Hong Kong;
(1.10)"This Mortgage" shall mean this Mortgage as from time to time amended or supplemented.
Liability of Mortgagor 2. (2.1) For the purposes of these presents, the covenants by the joint and several Mortgagor shall in the event of the Mortgagor as hereinbefore defined being two or more persons be binding on such persons jointly and severally whether they hold as tenants in common or joint tenants or otherwise.
Liability of Borrower (2.2) In this Mortgage the covenants and obligations by and on joint and several the part of the Borrower to be observed and complied with shall in the case of the Borrower being a firm be binding on each of the partners thereof jointly and severally and in the event of the Borrower being two or more persons be binding on such persons jointly and severally and the expression "the Borrower" in this Mortgage shall mean and include all or any one or more of them.
Liability of Mortgagor (2.3) The covenants and obligations of the Mortgagor and the and Borrower joint and Borrower hereunder are joint and several. several Interpretation (2.4) In this Mortgage, words importing the singular number
3PSCB040705MTG 3 version: 04072005 shall include the plural number and vice versa, and words importing the masculine, feminine or neuter gender shall include the others of them.
Marginal notes (2.5) The marginal notes are intended for guidance and ease of reference only and do not form part of this Mortgage nor shall any of the provisions herein be construed or interpreted by reference thereto or be in any way affected or limited thereby.
Applicable law (2.6) This Mortgage shall be governed by the laws of Hong Kong and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
Covenants to repay 3. A. Subject to Clause 3B hereof and in consideration of the Mortgagee granting or agreeing to grant or continuing to grant to the Borrower the Facilities applied for as hereinbefore recited or otherwise granting forbearance indulgence or other accommodation to the Borrower, the Mortgagor and the Borrower DO HEREBY JOINTLY AND SEVERALLY COVENANT with the Mortgagee that, subject as hereinafter provided, the Mortgagor and the Borrower will ON DEMAND by notice in writing of the Mortgagee made to the Mortgagor or the Borrower pay make good and discharge to the Mortgagee all sums of monies obligations and liabilities whether past present or future actual or contingent which are now or may at any time hereafter be or become from time to time due owing or incurred to the Mortgagee anywhere by the Borrower (whether alone or jointly with any other person in whatever style or form and whether as principal or surety) including but not limited to:-
All outstanding sums (3.1) all sums of money which at the date of such demand may be outstanding and according to the books of the Mortgagee payable by the Borrower to the Mortgagee in respect of any account whatsoever between the Borrower and the Mortgagee; and
Other monies owing (3.2) all monies for the time being owing to the Mortgagee by the including Borrower in respect of :
Bills or drafts drawn on (3.2.1) all bills of exchange or drafts (whether clean or Borrower documentary) drawn on the Borrower by any person, firm or company in any place and which, or any interest in which, may have been then purchased, discounted or otherwise acquired by the Mortgagee or may be in the hands of the Mortgagee for collection only;
Bills or drafts drawn by (3.2.2) all drafts or bills drawn by the Borrower on any Borrower person, firm or corporation in other places and which
3PSCB040705MTG 4 version: 04072005 may be purchased, discounted or otherwise negotiated or acquired by the Mortgagee;
Negotiable instruments (3.2.3) all promissory notes or other forms of negotiable given to the Mortgagee instruments which may be signed by the Borrower in favour of the Mortgagee or any such notes or instruments in favour of any other party the interest in which the Mortgagee may otherwise have then acquired;
Advances Facilities or (3.2.4) all advances made or to be made or Facilities Credits opened at granted or to be granted to or credits opened or to Borrower's request be opened from time to time in favour of any person firm or company in any place whatsoever on account of the Borrower or others at the request or upon the guarantee of the Borrower by the Mortgagee;
Advances against (3.2.5) all advances made or to be made from time to time documents of title to to the Borrower or to constituents customers or goods agents of the Borrower against documents or evidence of title representing goods and merchandise consigned to the Borrower or to order of or belonging to or stored by the Borrower or belonging to or stored by constituents customers or agents of the Borrower; and
Loss of Mortgagee by (3.3) all sums of money, losses, damages, costs, charges and releasing goods expenses and demands which may be incurred or sustained by or in consequence of the Mortgagee at any time or from time to time hereafter delivering to others at the request of the Borrower any bills of lading or other documents of title or evidence of title relating to goods and merchandise and thereby enabling the Borrower or such others as aforesaid to obtain possession of such goods and merchandise referred to in such documents or evidence of title prior to the payment of any bills of exchange or drafts held by the Mortgagee, and for the due payment of which the goods and merchandise referred to in such documents or evidence of title as well as such documents of title are held by the Mortgagee as security; and
All sums due under (3.4) the amount of all advances and all moneys which may from contracts and bills of time to time become due to the Mortgagee on all contracts exchange and engagements, including the payment of all bills of exchange, drafts and promissory notes, the due and punctual performance or payment of which may from time to time be guaranteed by the Borrower to the Mortgagee or may be inferred to be so guaranteed; and
3PSCB040705MTG 5 version: 04072005 All sums in respect of (3.5) all principal and interest and all costs, charges and guarantees issued by expenses which may be incurred under or in connection Mortgagee with any guarantee issued by the Mortgagee in respect of any obligations of the Borrower or any constituents, customers or agents of the Borrower or otherwise issued at the request of the Borrower; and
Commission and (3.6) the total amount of all re-exchange commission and other charges usual bankers’ charges or in case where the Mortgagee is not a licensed bank charges of like nature upon such bills or drafts and all landing charges, insurance and storage charges incurred or to be incurred by the Mortgagee upon all goods and merchandise as are pledged or hypothecated to the Mortgagee as security for the payment of such bills or drafts; and
Overdraft (3.7) all such sums of money as may from time to time become payable to the Mortgagee by the Borrower upon any overdrawn current account with the Mortgagee (in case where the Mortgagee is a licensed bank) or in respect of moneys advanced, paid or payable in respect of bills, drafts, promissory notes and/or goods of any description together with all other usual or lawful charges; and
Loan facility (3.8) all principal interest and any other monies which are now or may from time to time become due and payable by the Borrower to the Mortgagee in respect of any loan facility advanced by the Mortgagee to the Borrower pursuant to the terms and conditions of any facility letter or any agreement between the Mortgagee and the Borrower relating to such loan facility, as amended or supplemented from time to time; and
Term and/or instalment (3.9) all principal and interest or any other moneys outstanding loan account and payable by the Borrower under any term loan account and/or instalment loan account maintained with the Mortgagee in the name of the Borrower; and
Other charges in (3.10)all costs, charges and expenses (including all legal relation to Mortgage expenses calculated on full indemnity basis) which may be and security incurred under or in connection with any other matter arising under or in consequence of or in connection with this Mortgage or in connection with the Mortgaged Premises whether specifically mentioned herein or otherwise; and
Liabilities under (3.11)all sums of monies, obligations and liabilities, whether past, guarantee, etc present or future, actual or contingent which are now or may at any time hereafter be or become from time to time due, owing or incurred to the Mortgagee anywhere by the Borrower under or pursuant to any guarantee or indemnity
3PSCB040705MTG 6 version: 04072005 or other instrument of similar nature at any time and from time to time executed or given by the Borrower in favour of the Mortgagee in respect of any liability or obligation of any person whomsoever and wheresoever; and
Other liabilities (3.12)all moneys for the time being owing to the Mortgagee in including respect of any liability (whether contingent or otherwise) whatsoever of the Borrower to the Mortgagee which may be incurred or arise in any manner howsoever, whether the actual conditions under which such liability may be incurred or arise have or have not been specifically mentioned and provided for by the covenants in this Mortgage and whether such liability shall be a liability incurred or arising:-
General banking/credit (3.12.1) under circumstances or conditions incidental to facilities any form of contractual relationship between the Borrower and the Mortgagee which comes properly and strictly within the meaning of the term "general banking facilities" or "general credit facilities" (as the case may be); or
Other contractual (3.12.2) under circumstances or conditions incidental to relationship any other form of contractual relationship whatsoever; or
Fraud or tort (3.12.3) through the tort or fraud of the Borrower or of any of the Borrower's constituents, agents or correspondents and whether such tort or fraud shall be connected with or dependent upon or unconnected with or independent of any contractual relationship between the Borrower, or of any of the Borrower's constituents, agents or correspondents, and the Mortgagee; and
Interest (3.13) interest on all sums advanced and all other moneys payable hereunder calculated at such rate(s) and payable at such interval(s) or time(s) and computed on such basis(es) as is/are applicable under the terms on which the relevant Facilities are offered or granted to the Borrower PROVIDED that (i) the Mortgagee may in its absolute discretion, notwithstanding the express terms of any such Facilities or of any documents recording such terms or governing such Facilities or other documents, vary any such rate(s), interval(s), time(s) or basis(es), from time to time; (ii) in the absence of any express terms as aforesaid, the Mortgagee may in its absolute discretion determine the rate(s), interval(s), time(s), or basis(es), as aforesaid and vary the same as aforesaid from time to time; (iii) in the absence of any express terms or determination as to the basis of computation, interest shall be computed on the
3PSCB040705MTG 7 version: 04072005 basis of a 365 day year for Hong Kong Dollar and Sterling Pound Facilities and 360 day year for Facilities in other currencies, for the actual number of days elapsed, except that should the Borrower elect to prepay or repay any loan or advance in whole or in part, the Mortgagee may charge interest on the whole interest period despite the fact that the prepayment or repayment may be made before the end of the relevant interest period; (iv) any interest remaining unpaid on the due date shall be treated as and form part of the principal sums advanced to the Borrower by the Mortgagee on which further interest may be charged by the Mortgagee at the rate(s) aforesaid and such further interest shall be payable on demand; and (v) for the avoidance of doubt, the Mortgagee may also at any time or from time to time charge interest at different rates on different accounts maintained by the Borrower with the Mortgagee or on different transactions.
B. Notwithstanding any provision in this Mortgage, if the Borrower consists of two or more parties, then the covenant to repay as provided in Clause 3A hereof shall extend only to monies, obligations and liabilities due owing or incurred by those parties jointly. The foregoing is without prejudice to any guarantee, indemnity or other security of any nature at any time provided by any one or more Borrowers.
4. Notwithstanding anything herein contained:-
Higher rate of interest (4.1) where the Mortgagee shall hold any bill of exchange, draft in bills etc. to apply or other document which the Mortgagee may have discounted or purchased or against which the Mortgagee may have made any advance, and which stipulates the payment of a rate of interest higher than the applicable rate as herein provided, nothing herein shall preclude the Mortgagee from recovering the higher rate of interest stipulated as aforesaid, or, as the case may be, the difference between the higher rate stipulated and the applicable rate as hereinbefore provided; and
Mortgagee not bound to (4.2) the Mortgagee shall not be required by the Borrower to, advance beyond sums nor shall the Mortgagee be bound to make advances or it considers safe payments or to incur liabilities in respect of the general banking or credit facilities (as the case may be) herein agreed to be granted to the Borrower or to such person, firm or company as aforesaid under or by virtue of this Mortgage beyond such sum as the Mortgagee shall in its absolute discretion consider safe; and
Mortgagee entitled to (4.3) the Mortgagee shall be entitled at any time after the
3PSCB040705MTG 8 version: 04072005 open credit execution and completion of this Mortgage to open credits in favour of such person, firm or company as the Borrower may require for such length of time and at such places as the Mortgagee shall think fit and neither the Mortgagor nor Notice to determine the Borrower shall be at liberty to determine this Mortgage Mortgage or the security hereby effected or require any such credits to be closed save upon six (6) calendar months_ previous notice in writing to be served upon the Mortgagee in Hong Kong.
Charge/Assignment of 5. In consideration of the premises and as security for the Secured Mortgaged Premises Sum and the due fulfilment by the Mortgagor and the Borrower of the covenants and obligations herein contained the Mortgagor as beneficial owner DOTH HEREBY
(5.1) (in so far as the Mortgagor's interest in the Mortgaged Premises is a legal estate) CHARGE to the Mortgagee the Mortgaged Premises SUBJECT as is more particularly specified in the said Schedule and to and with the benefit of all leases, tenancies, rights, licences, covenants and conditions and other incidents of tenure affecting the Mortgaged Premises, AND SUBJECT also to the proviso for discharge hereinafter contained; and/or (as the case may be)
(5.2) (in the event that the Mortgagor's interest in the Mortgaged Premises or part thereof is an equitable estate) ASSIGN unto the Mortgagee ALL THOSE the Mortgaged Premises and all rights, rights of way, powers, easements, benefits and title and appurtenances thereto belonging or appertaining or therewith at any time held, used, occupied or enjoyed AND ALL the estate, right, title, interest, property claim and demand of the Mortgagor therein and thereto TO HOLD the same together with their and every of their appurtenances unto the Mortgagee absolutely and for all other the estate, term and interest of the Mortgagor therein and thereto subject to and with the benefit of the covenants terms and conditions as contained in the Government Grant and the Deed of Covenant (if any) mentioned in the said Schedule and subject to such rights of way and other rights as are now subsisting and affect the Mortgaged Premises BUT SUBJECT also to the proviso for redemption hereinafter contained.
The charge herein contained shall be a legal charge insofar as the Mortgaged Premises, or any part thereof, is a legal estate.
Proviso for discharge / 6. If the Mortgagor and the Borrower shall on demand as aforesaid redemption pay to the Mortgagee in full the Secured Sum together with the interest
3PSCB040705MTG 9 version: 04072005 thereon at the rate and in manner aforesaid and upon production to the Mortgagee of relevant receipts of management fee rates Government rent and property tax (if any) chargeable on the Mortgaged Premises covering the life of this Mortgage and there is no breach of any covenants terms agreements and conditions herein contained on the part of the Mortgagor or the Borrower to be observed and performed then and in such event the Mortgagee shall upon the request and at the cost of the Mortgagor execute a receipt or otherwise discharge the security as required by the Mortgagor or (as the case may be) reassign the Mortgaged Premises to the Mortgagor or as the Mortgagor shall direct.
Events of default 7. An event of default shall be deemed to have occurred upon any of the following matters arising:
Default in payment of (7.1) the Mortgagor and/or the Borrower make default in the Secured Sum after payment of the Secured Sum or any part thereof after demand demand duly made; or
Default in payment of (7.2) the Mortgagor and/or the Borrower make default in the term or instalment loan payment on the due date and in accordance with the terms and conditions relating thereto of any principal or interest or instalment or other moneys outstanding and payable by the Borrower under any term loan or instalment loan account (whether demanded or not); or
Bound to honour other (7.3) the Mortgagor and/or the Borrower become bound to repay obligations prematurely any other loan or similar obligation for borrowed money, after any applicable grace period, by reason of a default by the Mortgagor and/or the Borrower in the obligations of the Mortgagor and/or the Borrower in respect of the same or fails to make any payment in respect thereof on the date, after any applicable grace period, such payment becomes due unless contested in good faith and by appropriate proceedings; or
Breach of provisions of (7.4) there shall be any breach of or omission to observe any of Mortgage the covenants undertakings or obligations under the terms of this Mortgage on the part of the Mortgagor or the Borrower or there shall be any breach by the Mortgagor or the Borrower of any representation or warranty herein contained; or
Petition for winding up (7.5) (in the case where the Mortgagor or the Borrower is a company or corporation) a petition is presented or an order is made or an effective resolution is passed or similar proceedings are taken for the winding up of the Mortgagor or the Borrower (as the case may be) save for the purposes of an amalgamation, merger or reconstruction the terms whereof have previously been approved by the
3PSCB040705MTG 10 version: 04072005 Mortgagee in writing; or
Composition with (7.6) the Mortgagor or the Borrower convenes a meeting for the creditors purpose of making or proposes and/or enters into, any arrangement or composition with any of the creditors of the Mortgagor or the Borrower (as the case may be); or
Bankruptcy or (7.7) the Mortgagor or the Borrower (being an individual or insolvency individuals or a firm), or any member of such firm, becomes bankrupt or otherwise becomes insolvent or a bankruptcy or similar or other related petition or proceedings be filed or presented against him; or
Receivership distress (7.8) an encumbrancer takes possession or a receiver or other or execution similar officer is appointed of the whole or any part of the assets or undertaking of the Mortgagor or those of the Borrower or a distress or execution is levied or enforced upon any of the chattels or property of the Mortgagor or those of the Borrower and is not discharged within ten days of being levied; or
Stopping payment to (7.9) the Mortgagor or the Borrower without the consent in creditors writing of the Mortgagee stops payment to creditors generally or (otherwise than for the purpose of such an amalgamation, merger or reconstruction as is referred to in clause (7.5) of this Mortgage) ceases or threatens to cease to carry on the Mortgagor's business (as the case may be) or the Borrower's business or any substantial part thereof or is deemed, for the purposes of Section 178 of the Companies Ordinance, Cap. 32. or any statutory modification or re-enactment thereof for the time being in force, or otherwise to be unable to pay its debts or disposes or threatens to dispose of the whole or a substantial part of its undertaking or assets; or
Early determination of (7.10)the term for which the Mortgaged Premises or any part or term parts thereof is held from the Government is early determined; or
Re-entry by the (7.11)the Government re-enters or threatens to re-enter upon Government and takes back possession of all or any part of the Mortgaged Premises; or
Threats to re-enter or (7.12)the Government (which expression shall include its resume successor or successors in title) or any competent authority shall re-enter resume or threaten to re-enter upon or resume or take back possession of all or any part of the Mortgaged Premises Provided that the provision of this clause (7.12) shall apply, mutatis mutandis, to any competent authority that extends or agrees to extend the
3PSCB040705MTG 11 version: 04072005 terms of the Government Grant or grants, regrants or agrees to grant or regrant to the Mortgagor the Mortgaged Premises; or
Adverse orders (7.13)any adverse or other order or notice whatsoever, whether etc. temporary, permanent, pending, threatened, contemplated or otherwise howsoever, shall exist or be served in relation to the Mortgaged Premises, or any part thereof, which said order or notice may in the opinion of the Mortgagee (which opinion shall be final and conclusive against the Mortgagor and the Borrower) affect the Mortgaged Premises or in any way affect the value of this present security;
Notify event of default and in any event of default arising the Mortgagor and the Borrower shall promptly notify the Mortgagee in writing of the occurrence of such event.
Effect of event of 8. (8.1) Notwithstanding anything to the contrary, express or default implied, contained in any instrument, agreement or document to which the Mortgagor and/or the Borrower and/or the Mortgagee is a party, the Mortgagee shall be under no liability at any time after the occurrence of an Mortgagee's event of default to honour any further obligations obligation ceases hereunder or under any such instrument, agreement or document or otherwise and all term loans or instalment loans and other moneys, obligations and liabilities hereby All monies repayable secured not otherwise so repayable shall become immediately repayable immediately on demand together with interest accrued thereon calculated as aforesaid to the date of repayment in full, and cash cover shall be provided on demand for all contingent liabilities in such sum as the Mortgagee may in its absolute discretion consider adequate (provided that the Mortgagor or the Borrower shall not be called upon to make cash cover in excess of the maximum amount of such contingent liability where such liability is quantifiable at the time) notwithstanding that the maturity thereof shall not have arrived or that the Mortgagor and/or the Borrower and/or the Mortgagee shall not have been called upon to pay thereunder.
Power of Mortgagee in (8.2) If any event of default shall have occurred then it shall be event of default lawful for the Mortgagee at any time thereafter without any consent on the part of the Mortgagor or of any person to:-
To preserve maintain (8.2.1) do all things necessary or desirable to preserve, and manage maintain and manage the Mortgaged Premises;
To take possession and (8.2.2) enter into and upon and take possession of the to lease Mortgaged Premises or any part thereof (and for
3PSCB040705MTG 12 version: 04072005 such purpose take any legal proceedings), and thenceforth hold, possess and enjoy the same and receive the rents and profits thereof without any lawful interruption or disturbance by the Mortgagor or any other person and/or (subject to any lease or tenancy granted by the Mortgagor with the Mortgagee's prior written consent) let or lease the same or any part thereof at such rent, for such period and upon such terms and conditions as the Mortgagee shall think fit and appoint any person at such reasonable and proper remuneration as the Mortgagee shall determine to collect the rents and profits of the Mortgaged Premises on behalf of the Mortgagee and surrender and accept the surrender of leases or tenancies of the Mortgaged Premises;
To exercise powers (8.2.3) exercise any powers or rights incidental to the incidental to ownership ownership of the Mortgaged Premises;
To settle and (8.2.4) settle, adjust, refer to arbitration, compromise and compromise arrange any claim, demand or dispute relating to the Mortgaged Premises;
To bring proceedings (8.2.5) bring, prosecute, enforce, defend, compromise etc. and abandon any claim, action, suit or proceeding in relation to the Mortgaged Premises;
3PSCB040705MTG 13 version: 04072005 To sell, call in (8.2.6) (whether or not the Mortgagee shall have made collect and convert such entry or taken possession as aforesaid) sell, assign, call in, collect and convert into money the Mortgaged Premises or any part thereof or any interest therein with full power to sell the same either together or in parcels and either by public auction or tender or private contract or partly by public auction or tender and partly by private contract and with such stipulations as to title or evidence of commencement of title or otherwise as the Mortgagee shall think expedient and either for a lump sum or for a sum to be paid by instalments or for a sum on account and subject to a mortgage or other security for the balance and with full power to give any option to purchase the same or to buy in or rescind or vary any contract of sale of the same and to re-sell the same without being responsible for any loss which may be occasioned thereby and with full power to compromise and effect compositions, and for the purposes aforesaid No sale except with one or any of them to execute and do all such month's notice assurances and things as the Mortgagee shall think fit, PROVIDED HOWEVER that where the event of default relates to the payment of any moneys payable hereunder no such sale, calling- in, collection or conversion into money shall be put into effect until the Mortgagee shall first have made a demand for payment of such moneys and default shall have been made in payment thereof for a period of one calendar month;
To realize Mortgaged (8.2.7) do all things necessary or desirable for realizing Premises the Mortgaged Premises.
Tenants or purchasers (8.3) Upon any letting, leasing or sale purporting to be made in not bound to enquire pursuance of the aforesaid powers in that behalf a tenant or lessee or purchaser shall not be bound to see or enquire whether any event of default shall then have arisen or whether any money remains owing on the security of this Mortgage, or due notice or demand has been given or made, or as to the propriety or regularity of such letting, leasing or sale. Notwithstanding any impropriety or irregularity Remedies in damages whatsoever in such letting, leasing or sale the same shall, as only far as regards the safety and protection of any such tenant lessee or purchaser, be deemed to be within the aforesaid powers in that behalf and shall be conclusively valid and effectual accordingly and the remedy of the Mortgagor in respect of any breach of the clauses or provisions hereinbefore contained or any legal obligations imposed by law upon the Mortgagee from time to time with respect to any
3PSCB040705MTG 14 version: 04072005 such letting leasing sale or surrender shall be in damages only.
Persons entitled to (8.4) The aforesaid powers of letting, leasing and sale may be exercise powers of exercised by the Mortgagee or any person who for the time letting and sale being shall be entitled to receive and give a discharge for the moneys owing on the security of these presents.
Mortgagee not (8.5) Subject as aforesaid the Mortgagee shall not be answerable answerable for for any involuntary losses which may be incurred in the involuntary loss exercise of the aforesaid powers and trusts or any of them.
To pay deficiency on (8.6) If upon the sale or calling in or conversion of the Mortgaged sale Premises under power in that behalf hereinbefore contained the net proceeds of such sale or calling in or conversion shall be insufficient to satisfy the moneys then due or owing on this security in or towards which the same are hereinafter directed to be applied the Mortgagor and the Borrower shall pay the deficiency forthwith to the Mortgagee with accrued interest on such deficiency at the rate applicable hereinbefore provided.
The Mortgagor's further 9.The Mortgagor HEREBY FURTHER REPRESENTS WARRANTS covenants COVENANTS UNDERTAKES AND AGREES with the Mortgagee as follows, namely that:-
Validity of Government (9.1) the Government Grant and the Deed of Covenant are now Grant and Deed of and will at all time hereafter be good, valid and subsisting Covenant and in nowise void or voidable;
Compliance with (9.2) the premium or instalment of premium, rent and other covenants moneys due under any covenant relating to the Mortgaged Premises have been and will at all time hereafter be paid by and the terms, covenants, conditions and obligations contained in the Government Grant and the Deed of Covenant or otherwise relating to the Mortgaged Premises have been and will at all time hereafter be duly performed and observed;
Good right to charge or (9.3) the Mortgagor has good right and power to charge or (as the assign case may be) assign the Mortgaged Premises in manner aforesaid free from all incumbrances;
3PSCB040705MTG 15 version: 04072005 Mortgaged Premises (9.4) the Mortgaged Premises, or any part thereof, has at no not used for illegal, time prior to the date hereof been used, and shall at no improper or immoral time hereafter during the continuance of this security be purpose used, for any illegal, improper or immoral purpose or for any purpose whatsoever which may result in any contravention or breach of any statute, ordinance, legislation, regulations, orders, rules or by-laws from time to time applicable to, or affecting, the Mortgaged Premises, or any part thereof, or which may result in any contravention or breach of any orders, regulations, rules and by-laws of any government, management or other competent authorities, insofar as they are applicable to or affect the Mortgaged Premises, or any part thereof;
To keep in repair (9.5) the Mortgagor shall keep and maintain the Mortgaged Premises and every part thereof in a good and tenantable repair and condition and in good and proper sanitary condition to the satisfaction of the Mortgagee and the Government or other competent authority;
To notify Mortgagee of (9.6) the Mortgagor shall upon being notified, or upon the notice Mortgagor's being aware or having notice, of any adverse or other order or notice whatsoever, whether temporary, permanent, pending, threatened, contemplated or otherwise howsoever, affecting the Mortgaged Premises, or any part thereof, or in any way affecting the value of this present security, forthwith notify the Mortgagee thereof and shall furnish to the Mortgagee copies of all such orders or notices whatsoever and further, the Mortgagor shall forthwith, at its own cost and expenses, do all acts and things and take all remedial action necessary or desirable to procure the compliance with and discharge and vacation of all and any such orders and notices;
To allow Mortgagee to (9.7) the Mortgagor shall allow the Mortgagee and his servants view state of repair or agents to enter and view the state of repair of the Mortgaged Premises at all reasonable times without the Mortgagee by so doing only being deemed to have taken possession of the Mortgaged Premises;
3PSCB040705MTG 16 version: 04072005 To effect insurance (9.8) the Mortgagor shall effect and maintain insurance of the Mortgaged Premises against loss or damage by fire or explosion or such other risks as the Mortgagee may require in its full reinstatement value or to the full extent of the Facilities hereby granted, whichever is the higher, in some reputable insurance company as the Mortgagee shall first approve of in writing and if so required by the Mortgagee in the joint names of the Mortgagor and the Mortgagee and shall duly and punctually pay all premia or sums of money necessary for such purpose and will not do or cause To endorse over and or suffer anything to be done whereby such policy or produce receipts of policies may become void or voidable and shall at any time insurance on demand made for that purpose on the Mortgagor as hereinafter provided endorse over to, produce to or leave with the Mortgagee such policy of such insurance and the receipt for every such payment so that the Mortgagee shall have a lien on the same and on all moneys thereby assured and in the event of any insurance policy being taken out by the Mortgagee on behalf of the Mortgagor whether on the express or implied instructions of the Mortgagor or pursuant to any powers herein conferred the Mortgagor shall irrevocably grant permission to the Mortgagee to receive any commission rebate or other advantage in relation to such policy or any subsequent To rebuild from renewals thereof; insurance monies (9.9) in the event of the Mortgaged Premises or any part thereof being destroyed by fire or from any other causes covered by such insurance policy the Mortgagee shall have full power (as such power is hereby irrevocably conferred) to negotiate settle compromise and adjust any matter relating to such insurance without reference to the Mortgagor but in case it shall become necessary for the Mortgagor to join in or sign any document to effectuate the same the Mortgagor shall do so at the request of the Mortgagee, and in such event the Mortgagor shall, unless otherwise previously agreed to in writing by the Mortgagee, lay out the insurance money received and at the Mortgagor's own To discharge Secured expense make up any deficiency so as fully and Sum from insurance completely to rebuild or reinstate the same to its original monies state and condition in accordance with the plans and specifications as shall be approved by the Mortgagee and the relevant government departments, or alternatively and notwithstanding anything herein or imposed by law or otherwise the Mortgagee may require that all monies To pay outgoings received on such insurance be applied in or towards the discharge of the Secured Sum;
(9.10)the Mortgagor shall make payment of (i) the rents,
3PSCB040705MTG 17 version: 04072005 management and maintenance charges, instalments of premium (if any) and other monies or proportions thereof payable in respect of the Mortgaged Premises under the Government Grant and the Deed of Covenant (ii) the charges for electricity, gas, water, telephone and all property tax (if any) rates taxes charges outgoings and impositions consumed assessed charged imposed or payable on the Mortgaged Premises and (iii) expenses for all repairs of the Mortgaged Premises or any part thereof To comply with as may be necessary under the Government Grant or the Government Grant and Deed of Covenant; Deed of Covenant (9.11)the Mortgagor shall in all respects perform and observe and comply with terms, covenants, conditions and obligations contained in the Government Grant and the To use the Mortgaged Deed of Covenant in so far as the same relate to the Premises for purpose Mortgaged Premises; stated in Government Grant, etc. (9.12)the Mortgagor shall only use the Mortgaged Premises for the purpose stated in, or permitted by, the Government Grant and/or the relevant Occupation Permit applicable to the Mortgaged Premises and/or the Deed of Covenant; and the Mortgagor shall not use, or permit or suffer to be used or occupied, in any way howsoever, the Mortgaged Premises, or any part hereof, for any illegal, improper or immoral purpose, or for any purpose whatsoever which may result in any contravention or breach of any statute, ordinance, legislation, regulations, rules and by-laws from time to time applicable to, or affecting, the Mortgaged Premises, or any part thereof, or which may result in any contravention or breach of any orders, regulations, rules and by-laws of any government, management or other To re-imburse the competent authorities, insofar as they are applicable to or Mortgagee who acts affect the Mortgaged Premises, or any part thereof; or pays when Mortgagor in default (9.13)if any default shall be made by the Mortgagor in the performance of any of the obligations herein its shall be lawful for the Mortgagee to pay or perform the same and the Mortgagor will on demand repay to the Mortgagee all sums of money expended by the Mortgagee in respect thereof with interest thereon as aforesaid from the time of the same respectively having been advanced or paid until repaid to the Mortgagee by the Mortgagor, and until such repayment the same shall be a charge on the Mortgaged To indemnify the Premises and shall form part of the Secured Sum and bear Mortgagee interest accordingly;
(9.14)the Mortgagor shall at all times hereafter keep the Mortgagee indemnified against all actions, claims, suits, costs, demands and expenses which may be incurred,
3PSCB040705MTG 18 version: 04072005 sustained or arise out of the non-payment of the premium or other moneys or Government rent, property tax, rates, taxes, charges, outgoings and impositions or any part thereof or the non-performance or non-observance of any To give further of the covenants, obligations and agreements herein on assurance the part of the Mortgagor to be performed or observed;
(9.15)the Mortgagor and every person having or lawfully or equitably claiming any estate, right, title and interest in or to the Mortgaged Premises or any part thereof shall at all times at the cost, until foreclosure or sale, of the Mortgagor and afterwards of the person requiring the same execute and do all such lawful acts assurances and things as shall be reasonably required by the Mortgagee for further and more perfectly assuring (i) all or any part of the Mortgaged Premises to the Mortgagee and/or (ii) all or any of the powers conferred or purported to be conferred on the Restriction against Mortgagee its manager and the Receiver (as defined alienation hereinafter) or other officer or person;
(9.16)the Mortgagor shall not, except with the prior written consent of the Mortgagee and then only in conformity with any conditions which the Mortgagee may in its absolute discretion impose during the subsistence of this security, part with the use, occupation or possession of the Mortgaged Premises or any part thereof in any way whatsoever whether by way of letting, sub-letting, lending, sharing, assigning or other means whereby any person other than the Mortgagor obtains the use, occupation or possession of the Mortgaged Premises or any part thereof, Not to re-let etc. irrespective of whether any rental or other consideration is given for such use, occupation or possession;
(9.17)should the security hereby created be created subject to any existing lettings leases or tenancies then the Mortgagor shall not renew such lettings leases or tenancies (other than pursuant to any option to renew on the part of the lessee or tenant already granted) nor accept any surrender thereof nor terminate the same prior to its expiration (except with the prior written consent of the Mortgagee) and upon the expiration or sooner Restriction against determination of such lettings leases or tenancies the further encumbrances Mortgagor shall strictly observe the stipulation set out in clause (9.16) hereof;
(9.18)during the continuance of this security the Mortgagor shall not assign, mortgage, charge or otherwise dispose, part with possession or make any arrangement for the sharing of the Mortgaged Premises or any part thereof or any interest therein or accept surrender of any lease or tenancy
3PSCB040705MTG 19 version: 04072005 therefor or cause or permit any second or further mortgage to be effected or charging order to be created of the Mortgaged Premises or in any way encumber assign or otherwise dispose of the equity of redemption therein or Restriction against diminish, jeopardize or prejudice the security hereby charging Mortgagor's created to the Mortgagee or permit the same to be done undertakings and without the prior written consent of the Mortgagee; properties (9.19)the Mortgagor shall not create or agree to create or permit to arise any mortgage, charge, debenture or pledge creating any floating charge over or in respect of the Mortgagor's present or future undertaking, properties, assets, rights or revenues, or any part thereof, including its uncalled capital (if any) for the time being unless the To deliver up vacant Mortgaged Premises and all rights and interests of the possession on Mortgagor in respect of the Mortgaged Premises are exercise of power of expressly excluded therefrom; sale (9.20)if at any time the power of sale herein contained shall become exercisable by the Mortgagee the Mortgagor shall upon notice being given so to do by the Mortgagee forthwith quit and deliver up vacant possession of the Mortgaged Premises to the Mortgagee or to whomsoever the Mortgagee may nominate or direct but in case of the Mortgagor's failure to comply with this clause the Mortgagee shall have the power to forcibly enter the Mortgaged Premises if in the Mortgagee's reasonable belief the Mortgaged Premises is left vacant or otherwise uninhabited and the Mortgagee shall in no circumstances be liable to the Mortgagor or to any other person for any damage or loss occasioned by such forcible entry and the Quiet enjoyment Mortgagor shall at all times indemnify the Mortgagee against all costs expenses claims and demands in connection therewith;
(9.21)upon the Mortgagee being entitled so to do under the terms of this Mortgage, the Mortgaged Premises may be quietly entered into and during the residue of the term created by the Government Grant (and any renewal To apply for thereof) held and enjoyed by the Mortgagee without any apportionment interruption or disturbance by the Mortgagor or any person claiming through under or in trust for the Mortgagor;
(9.22)the Mortgagor will whenever requested so to do in writing by the Mortgagee apply to the Director of Lands for apportionment of the Government rent and/or premium in To take up the respect of the Mortgaged Premises or any part thereof Government Lease pursuant to the provisions of the Government Rent and Premium (Apportionment) Ordinance 1970;
3PSCB040705MTG 20 version: 04072005 (9.23)in the event of the Mortgaged Premises being held under any Conditions of Sale Conditions of Exchange or Conditions of Grant or other similar terms or conditions the Mortgagor will if required (if necessary) in conjunction with the owners for the time being of the other undivided shares of and in the lot upon which the Mortgaged Premises are erected and which is more particularly described in the said Schedule (hereinafter called "the said Lot") execute and take up the Government Lease relating to the said Lot when called upon so to do by the Director of Lands, or register the certificate of compliance (or a copy thereof) certifying that the said Conditions have been fully complied with if whereupon a Government Lease shall be deemed to have been granted, and pay the due proportion of the costs and expenses in connection therewith, and if the Mortgagor shall make default in taking up such Government Lease and executing the counterpart within one month after a notice calling upon the Mortgagor so to do shall have been delivered to the Mortgagor or posted to or left at the Mortgagor's registered office last known business or residential address for the time being in Hong Kong or on some part of the Mortgaged Premises by the Director of Lands or other proper officer authorized for that purpose by the Government of Hong Kong or if the Mortgagor shall make default in registering the certificate of compliance (or a copy thereof) then it shall be lawful for the Mortgagee to take up such Government Lease or Mortgagee authorized register such certificate of compliance (or a copy thereof) to take up on the Mortgagor's behalf and for such purposes the Government Lease Mortgagor hereby irrevocably appoints a manger or such other officer of the Mortgagee for the time being appointed by the Mortgagee for the purposes to be the attorney of the Mortgagor to execute and to sign, seal and as the Mortgagor's act and deed, deliver the necessary counterpart and all such other deeds and instruments as may be necessary for such purposes and also to be attorney of the Mortgagor to execute and to sign, seal and as the Mortgagor's act and deed deliver a new mortgage or a new legal charge of the new lot, or the share owned by the Mortgagor of and in the new lot, and all the Mortgagor's right interest and estate therein, when such Government Lease has been taken up in favour of the Mortgagee in substitution for this Mortgage, and all moneys paid by the To exercise the right of Mortgagee in respect of such Government Lease or renewal (if any) of registration of such certificate of compliance (or a copy lease term thereof) and new mortgage or new legal charge shall be added to the Secured Sum and form part thereof;
(9.24)the Mortgagor will, not later than six months before the expiration of the term agreed to be granted by the
3PSCB040705MTG 21 version: 04072005 Government Grant exercise any right of renewal granted by the Government Grant (if necessary in conjunction with the owners for the time being of the other undivided parts or shares of and in the said Lot) and will execute such deeds or documents as shall be required to effectuate such renewal and pay such fees as shall be demanded by the Director of Lands or other competent authority and will execute a new mortgage or new legal charge to the Mortgagee of the said Lot or any substituted lot or the shares owned by the Mortgagor of and in the said Lot or any substituted lot or of the estate, right, title and interest in the said Lot or any substituted lot for such renewed term or To comply with of the estate, right, title and interest of and in the shares requirements for owned by the Mortgagor of and in the said Lot or any grant, extension and substituted lot for such renewed term in substitution for renewal these presents;
(9.25) in the event of the Mortgagor being or becoming entitled to, and/or entitled to apply to any competent authority for or being offered, (i) an extension or renewal of the term subsisting under the Government Grant, or (ii) a re-grant or new grant of an interest in the whole or any part of the said Lot or of such new or substituted lot as referred to in clauses (9.23) and (9.24) hereof, the Mortgagor shall forthwith do such act deed and thing, execute such document or instrument and comply with such terms and conditions (including the payment of such fees and/or premia as shall be demanded by the competent authority) in order to avail himself of the entitlement to the extension, renewal, regrant or new grant, and thereafter the Mortgagor shall forthwith execute a new mortgage or new To furnish alternative legal charge (or such other security document as the security Mortgagee shall require) to the Mortgagee of or in respect of the subject matter of such extension, re-grant or new grant, as security for the Secured Sum hereunder;
(9.26)if on the expiration of the Government Grant the Mortgagor does not become or is not entitled to or is not offered, (i) an extension or renewal of the term granted by the Government Grant, or (ii) a re-grant or new grant of an interest in the whole of the said Lot or of such new or Mortgagee entitled to substituted lot as referred to in clauses (9.23) and (9.24) perform covenants of hereof, the Mortgagor shall forthwith furnish such Mortgagor on alternative security to the Mortgagee as the Mortgagee Mortgagor's default shall require;
(9.27)if the Mortgagor shall fail or refuse to comply with clauses (9.22) to (9.26) hereof within one month after the time aforesaid or in any event 14 days before the time limited (if any) to do so, then and in any such event it shall be lawful
3PSCB040705MTG 22 version: 04072005 for the Mortgagee to exercise such right of renewal or make such application or do such act or things which the Mortgagor has covenanted to do in the said clauses (hereinafter collectively called "the said acts") on behalf of the Mortgagor, and for such purposes the Mortgagor hereby irrevocably appoints a manager or such other officer for the time being of the Mortgagee appointed for the purpose to be the attorney of the Mortgagor to perform the said acts (if necessary in conjunction with the other owners for the time being of the other undivided parts or shares of and in the said Lot) and to negotiate with the Government or competent authority for such renewal of the said Lot or any substituted lot or apportionment of the Government rent and/or premium upon such terms and conditions as such attorney may at his absolute discretion think fit in all respects, and (if necessary in conjunction with the said other co-owners) and to execute and to sign, seal and, as the Mortgagor's act and deed, deliver such deeds and to sign such documents and instruments as shall be required to effectuate such renewal and perfect such apportionment and to pay such fees as shall be demanded by the Director of Lands or other competent authority and to execute and to sign, seal and, as the Mortgagor's act and deed, deliver a new mortgage or new legal charge to the Mortgagee of the said Lot or any substituted lot or the shares owned by the Mortgagor of and in the said Lot or any substituted lot or the estate right title and interest in the said Lot or any substituted lot (as the case may be) for such renewed term or of the estate right title and interest of and in the shares owned by the Mortgagor of and in the said Lot or any substituted lot for such renewed term in substitution for this Mortgage and to sign such documents and writings and to do all such other matters and things as shall be requisite and necessary to effectuate such To furnish notice renewal and such new mortgage or new legal charge affecting Mortgaged and/or perfect such apportionment, and the Mortgagor will Premises ratify and confirm all that the said attorney shall lawfully do or cause to be done by virtue of the provisions herein contained;
(9.28)the Mortgagor shall provide the Mortgagee with copies of Power irrevocable all notices relating to the Mortgaged Premises given by the Mortgagor to any government management or other competent authorities within seven (7) days of the service of such notices or within such other shorter period as is reasonable in the circumstances;
(9.29)the appointment by the Mortgagor of the Mortgagee's manager or officer for the time being as attorney in manner herein shall be irrevocable by death incapacity or
3PSCB040705MTG 23 version: 04072005 otherwise during the continuance in force of this security, such appointment being made to secure the performance of the Mortgagor's obligations hereunder and also to Ruling off accounts secure the Mortgagee's proprietary interest in the Mortgaged Premises and the Mortgagee and any other attorney so appointed shall have the power at any time and from time to time to appoint any substitute and/or delegate for all or any purposes herein.
10. If the Mortgagee receives notice, actual or constructive, of any subsequent mortgage, debenture, charge, pledge, lien, assignment, encumbrance or other disposition affecting the Mortgaged Premises or any part thereof or any interest therein, the Mortgagee may forthwith open a new or separate account with the Borrower in the books of the Mortgagee. If the Mortgagee does not open a new account it shall nevertheless be deemed to have had done so at the time when it received, or was deemed to have received, such notice (hereinafter called "the time of notice") and as from and after the time of notice all payments made by the Borrower to the Mortgagee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be credited or be deemed or treated as having been credited to the new or separate account so opened or deemed to have been opened as aforesaid, and shall not operate to reduce the amount due from the Mortgagor and the Borrower to the Mortgagee at the time of Appointment of notice PROVIDED ALWAYS that nothing in this clause contained shall Receiver prejudice the security which the Mortgagee otherwise would have had hereunder for the payment of the monies, costs, charges and expenses hereinbefore referred to, notwithstanding that the same may become due or owing or be incurred after the time of notice.
11. If default in payment of the Secured Sum or any other event of default shall have occurred (and no delay or waiver of the right to exercise the powers conferred hereby shall prejudice the future exercise of such powers) the Mortgagee may without further notice, appoint in writing, under the hand of the manager or other duly authorized officer of the Mortgagee for the time being such person or Time of appointment persons as he thinks fit to be a receiver and/or manager (hereinafter referred to as a "Receiver") of all or any part of the Mortgaged Premises, and the Mortgagee may from time to time remove any Receiver so appointed and appoint another or others in his place, and Appointment joint & the following provisions shall have effect:- several (11.1)such appointment may be made either before or after the Mortgagee shall have entered into or taken possession of the Mortgaged Premises or any part thereof;
(11.2)where more than one Receiver is appointed in accordance with the provisions herein contained any reference in these presents to a Receiver shall apply to both or all of the Receivers so appointed, and the appointment of the
3PSCB040705MTG 24 version: 04072005 Powers of Receiver Receivers shall be deemed to be a joint and several determined by appointment to the intent that the rights, powers, duties Mortgagee and discretions vested in the Receivers may be exercised jointly by the Receivers so appointed or severally by each Receiver to comply with of them; Mortgagee's directions (11.3)such Receiver may be vested by the Mortgagee with such powers and discretions, including powers of management, as the Mortgagee may think expedient; Receiver may exercise Mortgagee's (11.4)such Receiver shall in the exercise of his powers, powers authorities and discretions conform to any regulations and directions from time to time made and given by the Receiver may Mortgagee; complete construction of premises (11.5)unless otherwise directed by the Mortgagee, such Receiver may exercise all the powers and authorities vested for the time being in the Mortgagee hereunder; Receiver may recover income (11.6)without prejudice to the generality of the foregoing, such Receiver shall have power if applicable to complete any building under construction on the Mortgaged Premises or Receiver may give any part thereof and to generally complete the valid receipt development thereof and to demand and recover all the income of the Mortgaged Premises or any part thereof of Receiver may raise which he is appointed receiver by action, distress or money on the security otherwise in the name either of the Mortgagor or the of the Mortgaged Mortgagee to the full extent of the estate or interest which Premises the Mortgagor could dispose of and to give effectual receipts and discharge accordingly for the same;
(11.7) subject as hereinafter provided, any such Receiver may, for the purpose of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise of the powers, authorities and discretion vested in him and for all other purpose hereof or any of them, raise and borrow money on the security of the Mortgaged Premises or any part thereof or any interest therein either in priority to the moneys hereby secured and the security hereby constituted or otherwise and at such rate of interest and generally on such terms and conditions as he may think fit and no person lending any such money shall be concerned to enquire as to the Mortgagee may propriety or purpose of the exercise of this power or to see require Receiver to give to the application of any moneys so raised or borrowed security provided however that a Receiver shall not exercise this present power without first obtaining the prior written consent of the Mortgagee;
(11.8)the Mortgagee may from time to time require a Receiver to
3PSCB040705MTG 25 version: 04072005 Mortgagee may give security for the due performance of his duties as such remunerate Receiver Receiver and may fix the nature and amount of the security for which Mortgagor to be so given, but the Mortgagee shall not be bound in alone is liable any case to require any such security;
Receiver deemed to be (11.9) the Mortgagee may from time to time fix the remuneration the agent of the of such Receiver and direct payment thereof out of the Mortgagor Mortgaged Premises or the income thereof, but the Mortgagor alone shall be liable for the payment of such remuneration, if any;
(11.10)every such Receiver shall be the agent of the Mortgagor for all purposes and the Mortgagor alone shall be responsible for his acts, defaults, neglect or misconduct Receiver to pay all and for the payment of his remuneration and the monies over to Mortgagee shall not be liable for any such act default Mortgagee neglect or misconduct or for such remuneration by reason of the Mortgagee having made the appointment as such Receiver;
(11.11)save so far as otherwise directed by the Mortgagee, all Mortgagee may pay monies from time to time received by such Receiver shall over monies to be paid over to the Mortgagee to be held by the Receiver Mortgagee on the trusts herein declared of and concerning moneys which arise from any sale, calling in, collection or conversion;
(11.12)the Mortgagee may pay over to the Receiver any monies arising out of the Mortgaged Premises or any income or rent or profit thereof to the intent that the same may be Indemnity to Receiver, applied by such Receiver, for the purposes as herein etc. stated, and the Mortgagee may from time to time determine what funds the Receiver shall be at liberty to keep in hand with a view to the performance of his duties as such Receiver;
(11.13)every Receiver, attorney, manager, agent or other person appointed by the Mortgagee under the powers hereby conferred shall, if so desired by the Mortgagee but not otherwise, be entitled to be indemnified out of the Mortgaged Premises and the monies arising therefrom or the income thereof in respect of all liabilities and expenses incurred by him in the execution or purported execution of his powers or duties hereunder and also against all losses actions suits demands and claims in respect of any matter or thing done or omitted in anywise relating to the Mortgaged Premises (except in the case of fraud) and the Mortgagee may retain and pay out of any Receiver to act in own money in the Mortgagee's hands arising from the terms
3PSCB040705MTG 26 version: 04072005 name and conditions of these presents or from the Mortgaged Limitation of liability of Premises all sums necessary to effect or secure such Receiver and indemnity and all such sums shall be a charge on the Mortgagee in Mortgaged Premises; possession (11.14)any Receiver may act in his own name or in the name of the Mortgagor; (11.15) neither the Mortgagee nor any Receiver, nor any other officer authorized so to do, shall be liable, by reason of Limitation of liability of any entry into possession of the Mortgaged Premises or Receiver and any part hereof, to account as mortgagee in possession Mortgagee in sale etc. or for anything except for monies actually received, or be liable for any loss on realization or for any default or omission for which a mortgagee in possession would be liable;
Third party not bound to (11.16) neither the Mortgagee nor any Receiver shall be liable enquire regularity of for any loss or damage on the sale, calling in or exercise of powers conversion of the Mortgaged Premises or for any default or omission for which a mortgagee exercising such power of sale, calling in or conversion would in law, in equity or otherwise be liable.
12. (12.1) No person (be he the lessee, tenant or purchaser or otherwise) dealing with the Mortgagee or any Receiver or any person appointed hereunder for the purpose or with its or his attorneys or agents shall be concerned or bound to enquire whether any event has occurred to authorise the appointment of the Receiver or to authorise the Receiver to act or whether the security hereby constituted has become enforceable or whether the power of sale or the powers thereby exercised or purported to be exercised has become exercisable or whether any money still remains due and owing upon the security of these presents or as to the necessity or expediency of the stipulations and conditions subject to which any sale or dealing of the subject matter thereof shall be made, or otherwise as to the propriety or regularity of any sale, calling in, collection or conversion, letting or other dealings or acts, or to see to the application of any money paid to the Mortgagee or to any Receiver or its or his attorneys or agents. In the absence of fraud on the part of such person such dealing Mortgagee or Receiver shall be deemed so far as regards the safety and to give sufficient receipt protection of such person to be within the powers hereby and discharge conferred and to be valid and effectual accordingly and the remedy of the Mortgagor in respect of any irregularity or impropriety whatsoever in the exercise of any such powers shall be in damages only.
3PSCB040705MTG 27 version: 04072005 (12.2) Upon any such letting, leasing, sale, calling in, collection or conversion as aforesaid and upon any other dealing or transaction under the provisions herein contained the Application of moneys receipt of the Mortgagee or of any Receiver for the rent realised or proceeds thereof and for any other moneys paid to it or him shall effectually discharge the tenant, lessee, purchaser or person paying the same therefrom and from being concerned to see to the application or being answerable for the loss or misapplication thereof.
13. Subject to the provision of clause 14 hereof the Mortgagee or To discharge outgoings any Receiver shall apply the moneys arising from any such letting, leasing, sale, calling in, collection or conversion under the powers herein contained and all moneys received under any powers hereby To discharge prior conferred upon the Mortgagee or upon any Receiver (hereinafter incumbrance (if any) collectively called "the realised sum") after the security hereby created has become enforceable according to the following priority:- To pay Receiver's remuneration (13.1)Firstly to discharge all rent, taxes, rates and other outgoings due and affecting the Mortgaged Premises;
To satisfy Secured Sum (13.2)Secondly unless the Mortgaged Premises is sold subject to (interest first) a prior incumbrance, to discharge that prior incumbrance;
(13.3)Thirdly to pay the Receiver's lawful remuneration, costs, charges and expenses and all lawful costs and expense Balance to Mortgagor properly incurred in the sale or other dealing; or other person entitled (13.4)Fourthly in or towards payment of the Secured Sum (interest being satisfied first) until the whole of the Secured Sum including interest as aforesaid shall have been fully Keep proceeds in satisfied and discharged; and suspense account (13.5)Lastly to pay any residue to the person who, immediately before any sale or other dealing, was entitled to the Mortgaged Premises or authorised to give a receipt for the proceeds of sale thereof.
14. Notwithstanding anything provided in Clause 13 hereof the realised sum or any part thereof may be placed and kept to the credit of a suspense account or securities realized account for so long as the Mortgagee thinks fit without any obligation in the meantime to apply the same or any part thereof in or towards discharge of any moneys or liabilities owing or incurred by the Borrower to the Mortgagee or in manner set out in clause 13 hereof. Notwithstanding any such Mode of service of payment in the event of any proceedings in or analogous to bankruptcy notice liquidation composition or arrangement the Mortgagee may prove for accept and retain the dividend or composition in respect of the whole of the moneys and liabilities of the Borrower to the Mortgagee to the exclusion of the rights of the Mortgagor as guarantor in competition with
3PSCB040705MTG 28 version: 04072005 the Mortgagee until the Mortgagee's claim is fully satisfied.
15. Any demand for payment or notice by the Mortgagee hereunder shall, without prejudice to any other effective mode of giving or making the same, be deemed to have been sufficiently given or made hereunder on the Mortgagor or the Borrower (as the case may be) if left or sent by prepaid post addressed to the Mortgagor or the Borrower (as the case may be) at the Mortgaged Premises or the registered office or last known business or residential address of the Mortgagor or the Non-waiver Borrower (as the case may be) for the time being in Hong Kong, and shall be conclusively deemed to have reached the Mortgagor or the Borrower (as the case may be) within 24 hours of posting, and in proving such service it shall be sufficient to prove that the notice or demand was properly addressed and posted or properly left as the case may be.
16. No failure or delay in exercising any power, right or privilege hereunder on the part of the Mortgagee or of its manager or other To re-imburse the authorised officer or the Receiver shall operate as a waiver thereof nor Mortgagee and the shall any single or partial exercise of any power, right or privilege Receiver preclude any other or further exercise of any other power right or privilege. The rights and remedies herein provided in favour of the Expenses in exercise of Mortgagee are cumulative and are additional to any rights or remedies powers provided by law.
17. The Mortgagor and the Borrower shall pay or reimburse to the Mortgagee or (as the case may be) to any Receiver, on demand:-
Expenses for (17.1)all costs, charges and expenses incurred and all payments preparation and made by the Mortgagee or any Receiver (including legal administration of expenses on full indemnity basis) in the lawful exercise of Mortgage any of the powers hereby conferred upon it (together with all remuneration payable to the Mortgagee or to such Receiver); and
(17.2) all expenses (including legal expenses on full indemnity basis) incurred by the Mortgagee in connection with the preparation registration and thereafter the administration and enforcement of this Mortgage including but not limited to legal or other expenses for demanding payment, for the exercise of the powers to take possession and/or to Stamp duties receive or enforce rents and profits whether by process of law or otherwise, the powers of letting, power of sale and other powers of the Mortgagee hereunder or conferred on the Mortgagee by law and such costs and expenses shall with interest be payable by the Mortgagor and the Borrower irrespective of the outcome of any action taken; and
(17.3)all stamp and other duties and levies (if any) to which this
3PSCB040705MTG 29 version: 04072005 Mortgage and any other instrument executed pursuant to Continuing security/ the terms hereof may attract; Not affected by taking or release of other and the same shall for so long as it remains owing carry interest at the security rate as hereinbefore stated and all such costs, charges, expense and remuneration and all interest thereon shall be a charge on the Mortgaged Premises and shall form part of the Secured Sum.
18. The security hereby constituted shall be a continuing security and shall be available to secure whatever may be the balance at any time or from time to time due by the Mortgagor and/or the Borrower to the Mortgagee pursuant to this Mortgage (including contingent liabilities), and such continuing security shall not be discharged or diminished by any intermediate payment or satisfaction of the whole or any part of the Facilities from time to time or be discharged diminished affected or prejudiced by the taking or release of any security collateral additional or otherwise whatsoever which the Mortgagee may for the time being hold or which may hereafter be held by the Mortgagee as security for the Secured Sum or by the liquidation or bankruptcy or administration or other incapacity of or any change in the constitution of the Borrower and/or the Mortgagor (or any one of them where the Borrower or the Mortgagor comprises more than one person) or in the name and style thereof or any settlement of account or other matter whatsoever, and Personal liability further the Mortgagee has only agreed to grant Facilities up to such amount as it may in its absolute discretion deem safe and nothing contained in this Mortgage shall prejudice or affect any lien to which the Mortgagee is by law entitled or any other securities which the Mortgagee may at the time hold from the Mortgagor or the Borrower or on the account of the Mortgagor or the Borrower.
19. The obligations responsibility and liability on the part of the Provision of additional Mortgagor and the Borrower herein contained shall be personal to the security Mortgagor and the Borrower and shall not be affected diminished or prejudiced by the release, discharge, surrender, variation, substitution or dissipation of all or any part or parts of the Mortgaged Premises or the terms and conditions under which it is held from the Government or other competent authority.
20. Notwithstanding any of the provisions herein, the Mortgagor and the Borrower hereby expressly agrees with the Mortgagee that if at any time during the continuance of this Mortgage the value of the Mortgaged Premises for the time being shall in the reasonable opinion of the Mortgagee be less than the amount of the moneys then owing or payable to the Mortgagee under this Mortgage then and in every such event the Mortgagee shall be entitled to demand from the Mortgagor and the Borrower such further amount or amounts or such additional security as the Mortgagee shall from time to time consider adequate in order to provide the Mortgagee with sufficient security for the moneys Further agreement so owing or payable and in every such case the Mortgagor and the Borrower shall forthwith on demand by the Mortgagee furnish the
3PSCB040705MTG 30 version: 04072005 Mortgagee with such further security to the satisfaction of the Partial Release Mortgagee as (together with the Mortgaged Premises) shall in the opinion of the Mortgagee be adequate to secure the amount of money so owing or payable as aforesaid.
21. It is expressly further declared and agreed by and between the parties hereto that:-
(21.1)the Mortgagee shall have absolute discretion in releasing Mortgagor holding or discharging the whole or any part of this security without Borrower's security receiving any payment or on payment of an amount less than the total amount hereby secured or the value of the security released or discharged and in such event the Mortgagor and the Borrower shall remain fully liable for the monies hereby secured or the balance hereof;
(21.2)in the event of the Mortgagor holding and taking any security from the Borrower for whatsoever purpose the Mortgagee has lien on Mortgagor shall hold the same and all moneys at any time security held on received in respect thereof or arising therefrom in trust for account of Mortgagor the Mortgagee and as security for the Mortgagor's liability or Borrower to the Mortgagee hereunder and will forthwith deposit such security and any document relating thereto with the Mortgagee;
(21.3)the Mortgagee shall have a lien on any security or other property held by the Mortgagee on the account of the Mortgagor or the Borrower whether for safe custody or otherwise as further security for the Secured Sum and the Mortgagor not to Mortgagee shall further be entitled to set off any credit compete with balance in any of the accounts of the Mortgagor and the Mortgagee or share in Borrower with the Mortgagee (whether current or otherwise security held or subject to notice or not) against the liability of the Mortgagor and/or the Borrower to the Mortgagee hereunder;
(21.4)this security and the Mortgagor's obligations hereunder shall apply to the whole and every of the Secured Sum and until such Secured Sum has been paid in full the Mortgagor shall not be entitled to share in any security held or money received by the Mortgagee on account of that Secured Sum or to stand in the place of the Mortgagee in respect of any security or money or take any steps to enforce any right or claim against the Borrower in respect Mortgagee may vary of any moneys paid by the Mortgagor to the Mortgagee credit or terms hereunder nor (notwithstanding that the Secured Sum has been paid in full) shall the Mortgagor be entitled to make any claim or prove in bankruptcy or liquidation or insolvency or to enforce any security against any co-surety in competition with or in priority to any claim of the
3PSCB040705MTG 31 version: 04072005 Mortgagee;
(21.5)the Mortgagee shall be at liberty without thereby affecting or prejudicing its rights hereunder and without any notice to the Mortgagor or the Borrower at any time to determine enlarge increase extend or vary any Facilities credit or accommodation or the terms conditions and duration under or for which the same may be granted in any way whatsoever, to vary exchange abstain from perfecting or No change in release any other security at any time held or to be held by constitution of the Mortgagee for or on account of the Secured Sum or Mortgagor or Borrower any part thereof in any manner and to compound with give to affect Mortgage time indulge or forebear to enforce payment to accept compositions from and make any other arrangements with the Borrower or any obligations on bills notes or other security at any time held or to be held by the Mortgagee;
(21.6)no changes whatsoever in the constitution of the Mortgagor or of the Borrower may impair or affect or prejudice the rights and remedies of the Mortgagee hereunder, notwithstanding any rule of law or equity to the contrary, and the security hereby constituted shall also extend to and secure all sums advance or Facilities Absence of borrowing granted after any such change and shall not be affected by powers of Borrower not the death or disability of the Mortgagor and the Borrower or to affect Mortgage any of them, and in the event of the Borrower being a firm and new partners are being admitted thereto the existing partners thereof shall procure that such new partner shall adopt and be bound by this Mortgage as if such new partner had originally been a party thereto;
(21.7)the liability of the Mortgagor and the Borrower hereunder shall not be affected by the absence or by any defective excessive or irregular exercise of the borrowing powers of the Borrower (if a company or body corporate) or by the Borrower being now and at any time hereafter under disability or incapacity or by reason of the Borrower being an unincorporated body not having a legal existence or by any other fact or circumstance (whether known or not known to the Mortgagee and/or the Mortgagor and/or the Borrower) as a result of which any indebtedness or liability incurred or purported to be incurred by the Borrower or by any person purporting to act on behalf of the Borrower Facilities may be used would otherwise become void or unenforceable by the by any one or more of Mortgagee against the Borrower and the Mortgagor agrees Borrower that in any such case the security herein created shall not be affected vitiated or impaired and the Mortgagor shall be liable to the Mortgagee as principal debtor and this Mortgage shall also be construed as an indemnity by the Mortgagor for the Secured Sum in favour of the
3PSCB040705MTG 32 version: 04072005 Mortgagee;
(21.8)the Facilities hereby expressed to be granted to the Borrower (if more than one person) may be granted at any time and from time to time to and/or utilized or drawn down by all or any one or more of them AND the repayment and other obligations of the Mortgagor and the Borrower hereunder shall continue to be binding upon all of them notwithstanding that not all of them may from time to time or at any time have been or be making use of the Facilities hereby expressed to be granted or that such Facilities may be granted to and/or utilized by all or any one or more of the Borrower in different proportions AND shall continue in full force and effect and be binding upon all the Mortgagor and the Borrower as upon the survivor or survivors of them or any of them not released by the Mortgagee from their obligations hereunder notwithstanding the liquidation or cessation of business of any of the Mortgagor and/or the Borrower or the release by the Mortgagee of any one or more of the Mortgagor and the Borrower from any or all of their obligations hereunder AND no arrangement between the Mortgagor and the Borrower their successors or assigns shall prejudice the right of the Mortgagee to pursue the remedies against any one or more of them and in such order and manner as the Mode of execution Mortgagee may think fit and the relationship between the Mortgagee on the one hand and the Mortgagor and/or the Borrower on the other shall be that of principal and debtors and no giving of time or indulgence to or release of any one or more of the Mortgagor and the Borrower shall affect the right of the Mortgagee to pursue the remedies against the other or others as if such giving of time indulgence or release had not been made;
(21.9) any document bearing what purports to be the seal or chop of the Mortgagor or the Borrower shall be deemed to be duly sealed with the seal or chopped with the chop of the Mortgagor or the Borrower (as the case may be) and binding on the Mortgagor or the Borrower (as the case may be) accordingly and any document bearing what purports to be the signature of a director or of any person in respect of whom notice shall have been given in writing to the Mortgagee that he is authorized to sign on behalf of the Mortgagor or the Borrower (as the case may be) shall be deemed to be duly signed by him and the Mortgagor or the Borrower (as the case may be) shall not be at liberty to question or plead the validity or invalidity of the seal or chop or signature nor to question or plead the capacity or incapacity of the party who affixed the same in such Production of deeds manner as to bind the Mortgagor or the Borrower (as the
3PSCB040705MTG 33 version: 04072005 case may be) but nothing in this Mortgage contained shall be read so as to relieve the Mortgagor nor the Borrower in respect of any liability under any document signed in the name of the Mortgagor or the Borrower whether the seal or chop of the Mortgagor or that of the Borrower be thereto affixed or not or whether such signature is affixed Conclusive evidence of thereto or not; account against the Mortgagor and the (21.10)should the Mortgagor request the Mortgagee to produce Borrower to him or to his solicitor the title deeds of the Mortgaged Premises or to supply extracts therefrom he shall pay to the Mortgagee the Mortgagee's and/or its solicitors_ Consolidation and expenses including an appropriate sum for the time and set-off trouble of the Mortgagee's officers in connection therewith;
(21.11)a certificate in writing signed by the manager or other duly authorized officer of the Mortgagee stating the amount at any particular time due and payable to the Mortgagee under this security shall be conclusive evidence against the Mortgagor and the Borrower;
(21.12)in respect of the liabilities of the Mortgagor and/or the Borrower hereunder, the Mortgagor and the Borrower hereby jointly and severally agree that the Mortgagee may (without being under any obligation so to do) at any time and from time to time, without notice, notwithstanding any settlement of account or other matter whatsoever, combine or consolidate all or any of the Mortgagor's and/or the Borrower's then existing accounts with the Mortgagee (whether current, deposit, loan or of any other nature whatsoever and whether subject to notice or not and whether such accounts are maintained in the sole name of the Mortgagor or the Borrower and/or jointly Conversion of currency and/or severally with each other and/or with any other person whomsoever) and set off or transfer any sum standing to the credit of any one or more such accounts, wheresoever situate, in or towards satisfaction of any of the Mortgagor's and/or the Borrower's liabilities to the Mortgagee on any other account or in any other respect whatsoever, whether such liabilities be present or future, actual or contingent, primary or collateral, and several or joint;
(21.13)all moneys received, recovered, realised or held by the Purchase of currency Mortgagee or by the Receiver hereunder may from time to time and at any time be converted into such other currency as the Mortgagee considers necessary or desirable to cover the obligations and liabilities actual or contingent of the Mortgagor and/or the Borrower in that
3PSCB040705MTG 34 version: 04072005 other currency at the then prevailing spot rate of exchange of the Mortgagee (as conclusively determined by the Mortgagee) for purchasing that other currency with the existing currency;
(21.14)if and to the extent that the Mortgagor and/or the Borrower fails to pay any amount due on demand, the Mortgagee may in its absolute discretion without notice to the Mortgagor or the Borrower purchase at any time thereafter so much of any currency as the Mortgagee Shortfall on conversion considers necessary or desirable to cover the obligations and liabilities of the Mortgagor and/or the Borrower in such currency hereby secured at the then prevailing spot rate of exchange of the Mortgagee (as conclusively determined by the Mortgagee) for purchasing such currency with Hong Kong Dollars and the Mortgagor and the Borrower hereby agree to indemnify the Mortgagee against the full Hong Kong Dollar cost incurred by the Mortgagee for such purchase;
(21.15)no payment to the Mortgagee (whether under any judgment or court order or otherwise howsoever) shall discharge the obligation or liability of the Mortgagor or the Borrower in respect of which it was made unless and until Abolition of existing the Mortgagee shall have received payment in full in the currency currency in which such obligation or liability was incurred and to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability, actual or contingent, expressed in that currency, the Mortgagee shall have a further separate cause of action against the Mortgagor and/or the Borrower and shall be entitled to enforce the security hereby created to recover the amount of the shortfall;
(21.16)(without prejudice and in addition to anything hereinbefore contained and if applicable) if at any time Hong Kong Dollars and in which the Secured Sum or any part thereof is computed shall be completely abolished and/or replaced by another existing or new currency then the totality of the Secured Sum or any part thereof affected Severance of provision shall be converted into such currency at the spot selling rate of exchange in force on the date of such abolition and/or replacement and thereafter the Mortgagee shall be entitled to demand repayment of the Secured Sum in the new or substituted currency at such rate of exchange as may be decided by the relevant authorities and to enforce this security as if the moneys advanced lent or spent had been made in that substituted or new currency without prejudice to the Mortgagee's rights under this security;
3PSCB040705MTG 35 version: 04072005 (21.17)any provision of this Mortgage prohibited by or unlawful or unenforceable under any applicable law actually applied Power of attorney by any court of competent jurisdiction shall, to the extent required by such law, be severed from this Mortgage and rendered ineffective so far as is possible without modifying the remaining provisions of this Mortgage and where the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto the full extent permitted by such law to the effect that this Mortgage shall be a valid and binding mortgage enforceable in accordance with its terms.
22. In addition to and without being prejudiced or restricted by any other power contained herein, the Mortgagor and the Borrower hereby irrevocably and jointly and severally by way of security appoints any manager or other authorized officer of the Mortgagee and any Receiver jointly and each of them severally to be the Mortgagor's and/or (as the case may be) the Borrower's attorney (with full power of delegation and substitution) and in the Mortgagor's and/or (as the case may be) the Borrower's name and on the Mortgagor's and/or (as the case may be) the Borrower's behalf to execute, sign and do all deeds, instruments, acts and things whatsoever which it shall in the opinion of the Mortgagee (whose opinion shall be conclusive and binding upon the Mortgagor and the Borrower) be necessary or expedient that the Mortgagor and/or the Others Borrower should execute, sign or do for the purpose of carrying out any trust or obligation hereby declared or imposed upon the Mortgagor and/or the Borrower or for giving to the Mortgagee the full benefit of all or any of the provisions hereof and generally to use the Mortgagor's and/or the Borrower's name in the exercise of all or any of the powers hereby conferred on the Mortgagee or any Receiver. The Mortgagor and the Borrower covenants that the Mortgagor and the Borrower will ratify and confirm all that the attorney shall lawfully do or cause to be done by virtue of these presents.
23. (23.1)The Mortgagee may assign all or any part of its rights, title and interest in and to this Mortgage to any person and the Mortgagor and the Borrower hereby jointly and severally irrevocably and unconditionally appoints each of the successors and assigns of the Mortgagee to be its Attorney in the terms and for the purpose set out in Clause 22 hereof;
(23.2) the Mortgagee may at any time disclose to any assignee or potential assignee or to any other person with whom the Mortgagee has entered into or may propose to enter into contractual relations in relation to this Mortgage or the Secured Sum ("the said persons") such information about the Mortgagor and the Borrower and their affairs as the Mortgagee shall consider appropriate;
3PSCB040705MTG 36 version: 04072005
(23.3) notwithstanding any rule of law or equity to the contrary, the Mortgagor and the Borrower hereby jointly and severally irrevocably and unconditionally agrees that the Mortgagee's disclosure of any information pursuant to clause (23.2) hereof shall in no circumstances constitute any breach of confidentiality or breach of fiduciary duty, and the Mortgagee shall not be concerned with or be liable or otherwise responsible for any subsequent use, dealings with or disclosure by the said assignee or potential assignee or the said persons, or otherwise, of Redemption any information furnished to such assignee or potential assignee or the said persons by or through the Mortgagee, and further, the Mortgagor and the Borrower hereby unconditionally exonerate the Mortgagee from any liability whatsoever for any inaccuracy or errors in any information so disclosed or furnished by the Mortgagee, irrespective of whether the Mortgagee shall be negligent in any aspect whatsoever, but save and except any fraud on the part of the Mortgagee.
24. Without prejudice to anything hereinbefore mentioned, the Mortgagor and/or the Borrower shall be at liberty to determine this Mortgage at any time on giving to the Mortgagee one calendar month's notice in writing of such intention and by repaying all amounts outstanding of principal interest or other moneys owing or payable State of occupancy hereunder. In the event that the Mortgagor and/or the Borrower shall give notice as herein provided the Mortgagee shall be entitled to charge (i) reasonable costs and expenses in connection with the discharge release and/or redemption and (ii) such commission or other usual or lawful charges as may be reasonably required by the Mortgagee PROVIDED ALWAYS that the right of the Mortgagee hereunder shall in no way be affected diminished or prejudiced by such notice in respect of any transaction within the scope of this Mortgage commenced prior to the expiry of such notice.
25. The Mortgagor hereby warrants and declares that the Mortgaged State of occupancy Premises are presently occupied by the Mortgagor alone and the whole of the Mortgaged Premises are in the sole physical possession and control of the Mortgagor and that there is no agreement or arrangement whereby any other person firm or corporation is or will be entitled to the use occupation or possession thereof other than bare licensees thereof whose licence can be terminated by notice at will by the Mortgagor.
[ OR ]
25. The Mortgagor hereby warrants and declares that the Mortgaged Premises are presently subject to existing tenancy on the following terms:-
3PSCB040705MTG 37 version: 04072005 (A) TENANT :
(B) MONTHLY RENTAL : HK$ inclusive/exclusive of rates and management fees
(C) SECURITY DEPOSIT : HK$
(D) TERM : YEAR(S) / MONTH(S) OR from month to month
(E) COMMENCEMENT DATE OF TERM :
(F) OPTION TO RENEW : Nil
(G) ANY PREMIUM, KEY MONEY, ADVANCE RENTAL or OTHER SIMILAR PAYMENT MADE : Nil
IN WITNESS whereof the Mortgagor and the Borrower
3PSCB040705MTG 38 version: 04072005 THE SCHEDULE ABOVE REFERRED TO
3PSCB040705MTG 39 version: 04072005 Dated the day of 20
AND
MORTGAGE
of
to secure general banking / credit facilities to such extent as the Mortgage may in absolute discretion from time to time deem fit and interest thereon.
REGISTERED at the Land Registry / New Territories Land Registry,
by Memorial No.
on p. Land Registrar
Ref No.
3PSCB040705MTG 40 version: 04072005