Introduction to the Key Legal Documents

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The only document which purchasers sign initially is the Sale Purchase and Construction Agreement (SP&C Agreement). All of the other legal documents are attached as schedules to the SP&C Agreement and will be finalised closer to the time of completion and Resort opening. Under the SP&C agreement a purchaser acquires a registered sublease title for the apartment area and the vendor supplies the apartment for the purchaser and supply a furniture fit-out.

The purchaser will also become a member of the Body Corporate which will hold the Headlease title and own the common facilities of the Resort. There are 2 alternative forms of agreement, one for purchasers acquiring subject to the management arrangement and one for owner occupiers.

The first 2 schedules to the SP&C Agreement are plans and specifications for the apartment and an apartment plan showing the location of each apartment.

The next legal document is the Deed of Sublease for the apartment which is schedule 3. The sublease is for a term expiring 29 September 2097 at a nominal annual rental of FJ$1 (NB. the Headlease rental is an outgoing included in the Body Corporate levies).

The next schedule (applicable to the SP&C Agreement for the management arrangement only) is the Apartment Management Agreement. That is an agreement between the apartment owner and the "Body Corporate Manager" (a Fijian company owned by the Body Corporate which enters into similar management agreements with all the relevant owners and then sub-contracts an international hotel operator to perform all of the management functions). The Apartment Management Agreement includes all of the commercial terms of the management arrangement including the management fees payable (which are standard fees charged by an international hotel operator and will be passed directly to that operator), the owner's occupancy rights, reporting and accounting requirements and the manager's other duties.

The next legal document is the Body Corporate Management Agreement between the Body Corporate and the Body Corporate Manager relating to the management of the common facilities and common areas of the Resort. As for the Apartment Management Agreements, the Body Corporate Manager will engage the international hotel operator to perform the manager's obligations under that agreement.

The final schedule to the SP&C Agreement is the Body Corporate Constitution. That Constitution contains the Body Corporate objectives (principally to operate and maintain the property for the benefit of the members) and regulates member and board meetings and voting rights. Attached to the Constitution are certain "Rules" which members are required to comply with.

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