Property Appointment Deed

PROPERTY APPOINTMENT DEED

This Deed of Property Appointment (the "Deed") is made on between Appointor: of (the "Appointor") and Appointee: of (the "Appointee").

RECITALS

WHEREAS the Appointor is the sole legal and beneficial owner of the land, hereditaments and appurtenances and all rights and interests described below (the "Property"):

WHEREAS the Appointor wishes to confer upon the Appointee certain powers to manage, administer, lease, mortgage, charge, sell or otherwise deal with the Property in accordance with the terms of this Deed; and

WHEREAS the Appointee has agreed to accept the appointment and to exercise the powers conferred by this Deed in accordance with the duties, restrictions and conditions set out below.

NOW THEREFORE, in consideration of the mutual covenants contained in this Deed and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

In this Deed, unless the context otherwise requires: "Appointment" means the authority granted by the Appointor to the Appointee under clause 2; "Appointment Date" means the date of this Deed; "Third Party" means any person who is not a party to this Deed.

2. APPOINTMENT

The Appointor hereby appoints the Appointee and the Appointee accepts appointment as attorney, agent and fiduciary of the Appointor with full power and authority to act in relation to the Property on behalf of the Appointor in accordance with the express powers set out in this Deed. The Appointment is granted on the terms and subject to the limitations in this Deed.

3. POWERS OF THE APPOINTEE

The Appointee is authorised, without further reference to the Appointor but subject to clause 4, to do all acts and execute all instruments which in the Appointee's reasonable opinion are necessary or desirable for managing, preserving, improving and realising the Property, including but not limited to:

(a) to grant, renew, vary and determine leases and licences of the Property; (b) to collect rents, profits and income and give valid receipts; (c) to grant, create, vary or release mortgages, charges and other encumbrances over the Property; (d) to sell, dispose of or exchange the Property or any part thereof for such consideration and on such terms as the Appointee may determine; (e) to carry out works, improvements and repairs to the Property and enter into contracts and commission agents, surveyors and contractors; (f) to commence, prosecute, defend and settle legal proceedings relating to the Property; and (g) to execute, deliver and register any deed, instrument or document and to appear before any public authority for such purpose.

4. LIMITATIONS AND CONDITIONS

The powers conferred by clause 3 are subject to the following limitations:

(a) the Appointee shall not sell or dispose of the Property for a price less than without prior written consent of the Appointor; (b) the Appointee shall not create or permit any security or encumbrance over the Property that exceeds without prior written consent of the Appointor; (c) the Appointee shall act in good faith and in the best interests of the Appointor and shall exercise reasonable care and skill in performing the Appointment.

5. CONSIDERATION

In consideration of the Appointment and the agreements contained in this Deed, the Appointor shall pay to the Appointee fees and reimbursement of expenses as agreed between the parties: sum payable or as otherwise itemised in writing and signed by both parties.

6. TERM AND TERMINATION

The Appointment commences on the Appointment Date and continues until terminated in accordance with this clause. The Appointment may be terminated:

(a) by the Appointor by giving written notice to the Appointee of not less than days, except that termination shall not affect any transaction already entered into by the Appointee in good faith; (b) by mutual written agreement; (c) automatically on the insolvency, bankruptcy or dissolution of either party.

7. WARRANTIES AND TITLE

The Appointor warrants to the Appointee that the Appointor has full power, authority and title to the Property and that, so far as the Appointor is aware, there are no undisclosed encumbrances, notices or claims affecting the Property other than those notified in writing to the Appointee prior to the date of this Deed.

8. INDEMNITY

The Appointee shall be entitled to be indemnified and to have recourse to the Property for and against all liabilities, costs, expenses and losses reasonably and properly incurred by the Appointee in the exercise or purported exercise of any power or in the performance of the Appointee’s duties under this Deed, except to the extent that such liabilities arise from the Appointee's fraud, wilful misconduct or gross negligence.

9. NOTICES

Any notice, demand or other communication under this Deed must be in writing and delivered by hand, sent by certified mail or sent by other means of recorded delivery to the addresses below and will be deemed received on the date of delivery or such later date as is stated in the notice.

10. RECORDING AND REGISTRATION

The Appointee may cause this Deed or any other instrument executed pursuant to this Deed to be registered or recorded where necessary or desirable to give effect to the powers granted, and the Appointor irrevocably authorises and directs the Appointee to execute and deliver all such documents as are necessary to register or record any transaction effected under this Deed.

11. GOVERNING LAW

This Deed is governed by and will be construed in accordance with the laws of the jurisdiction specified by the parties at the time of execution. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction in respect of any dispute arising out of or in connection with this Deed.

12. ENTIRE AGREEMENT

This Deed, together with any documents or schedules executed pursuant to it, constitutes the entire agreement between the parties with respect to the subject matter of this Deed and supersedes all prior agreements, understandings and negotiations, whether written or oral.

13. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect under any applicable law, that provision shall be severed and the remaining provisions shall continue in full force and effect.

14. AMENDMENT AND WAIVER

No amendment or waiver of any provision of this Deed will be effective unless made in writing and signed by both parties. No failure or delay by a party in exercising any right under this Deed will operate as a waiver of that right.

15. COUNTERPARTS AND DELIVERY

This Deed may be executed in any number of counterparts and by the parties on separate counterparts, each of which when executed and delivered is an original but all of which together constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective to bind the delivering party.

16. EXECUTION AS A DEED

The parties agree that this Deed is executed and delivered as a deed and takes effect as a deed on the date first written above.

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