In the Matter of the Land Act No. 6 of 2012

REPUBLIC OF KENYA

IN THE MATTER OF THE LAND ACT NO. 6 OF 2012,

IN THE MATTER OF THE LAND REGISTRATION ACT NO. 5 OF 2012 AND

IN THE MATTER OF THE REGISTRATION OF TITLES ACT CAP 281 (REPEALED)

CHARGE

OVERAPARTMENT NUMBER XX ON BLOCK Y ERECTED ON

TITLE NUMBER:LAND REFERENCE NUMBER 209/

MEMORANDUM

(Form of Chargeadopted fromForm J (1) in the First Schedule

of the Registration Titles Act(Chapter 281) (Now Repealed)

Pursuant to Section 108 of the Land Registration Act 2012)

Date of Issue: ……………..day of …………………………………………2012

The Chargor:JOHNof Post Office Box Number 29, Nairobi (hereinafter referred to as the “Chargor” which expression shall, where the context so requires, include the Chargor’s respective personal representatives, heirs and assigns); and

The Chargee:MTU COMPANY LIMITED, a limited liability duly incorporated in the Republic of Kenya and registered pursuant to the provisions of the Companies Act (Cap 486) and Insurance Act (Cap 487, Laws of Kenya) in the Republic of Kenya for purposes of providing re-insurance services to insurance companies in the said Republic, and having its registered office in Nairobi in the said Republic, and of P.O. Box 30271-00100, Nairobi (hereinafter referred to as “the Chargee” which expression shall where the context so admits include its successors and assigns) of the other part.

Principal Amount:Kenya Shillings Three Million (Kshs. 3,000,000/=)or the equivalent thereof in whatever currency denominated.

WHEREAS:

(A)The Chargor is registered as lessee from National Housing Corporation Limited of ALL THAT Apartment known as Apartment Number 66C situate on the First Floor of Block 5 erected on parcel Number L.R. No. 209/6491, more particularly described in the Schedule (subject to the matters stated in the memorandum endorsed on the document of title in respect of the said land and described in the Memorandum hereunder) together with all fixtures, fittings, additions and improvements from time to time erected and being thereon (hereinafter together the “Charged Property”).

(B)By the Letter of Offer (under reference number ………) dated 5th January, 2002 (hereinafter referred to as “The Letter of Offer”), the Chargee, at the request of the Chargor, agreed to grant to the Chargor and/or to others for whom the Chargor is or may from time to time be surety financial accommodation by way of a mortgage loan or other financial facilities to an aggregate maximum principal amount (exclusive of interest and other charges, costs and expenses as hereinafter provided) of up to Kenya Shillings Three Million or the equivalent in whatever currency denominated (hereinafter referred to as the “Maximum Principal Amount”) or such lower limit as may for the time being and from time to time be fixed by the Chargee.

(C)The Chargor, in consideration of the Chargee granting the financial accommodation referred to in Recital (B) above has agreed to create a First Legal Charge (being this Charge which is also referred to as “this security”)over the Charged Property on the terms and conditions contained herein.

THIS CHARGE witnesses as follows:

1. The Chargor hereby covenants with the Chargee to pay to the Chargee the principal monies and interest secured by this Charge (the Chargor hereby acknowledges that this shall be “the date specified for repayment” within the meaning and for all purposes of Section 56 (2) of the Land Registration Act and if the amount secured by this Charge is not demanded on the date specified for repayment to pay to the Chargee on a date three months after the date of service of written demand by the Chargee to the Chargor to make payment hereunder all monies and discharge all obligations and liabilities, whether actual or contingent, now or hereafter due, owing or incurred to the Chargee by the Chargor and or Borrower or for which the Chargor and or Borrower is or may become liable in whatever currency denominated whether on any current or other account or otherwise in any manner whatsoever (whether alone or jointly and in whatever style, name or form and whether as principal or surety) including all liabilities in connection with negotiable instruments, drafts, payment orders, foreign exchange transactions, swap arrangements, issuing, confirming, accepting, endorsing or discounting any notes or bills or under bonds, guarantees, indemnities, documentary or other credits or any instruments whatsoever from time to time entered into by the Chargee for or at the request of the Chargor and or Borrower or in the course of the Chargee’s business with the Chargor and or Borrower or otherwise in the discharge of all other liabilities howsoever incurred together with interest to the date of payment at such rates and upon such terms determined in accordance with the provisions of this Charge as may from time to time be agreed and all commissions and other banking, fees and charges payable to the Chargee in accordance with the Chargee’s tariff and similar instrument from time to time and, on a full indemnity basis, all legal and other costs and expenses which the Chargee may incur in enforcing or seeking to enforce payment of such monies and liabilities and in relation to the preparation, execution and enforcement of this Charge provided however that:-

(a)no payment by the Chargor to the Chargee shall be treated as being a payment on account of principal unless all interest due or deemed to be due or accrued has been paid; and

(b)all payments due to be made by the Chargor hereunder whether of principal interest or otherwise shall be made without any set-off counterclaim or restriction and free and clear of and without deduction whether for or on account of any present or future taxes or otherwise. If at any time whether now or in the future any applicable law regulation or regulatory requirement or any competent taxing authority requires the Chargor to make any deduction or withholding in respect of taxes from any payment due under this Charge for the account of the Chargee the sum due from the Chargor in respect of such payment shall be increased to the extent necessary to ensure that after the making of such deduction or withholding the Chargee receives a net sum equal to the sum which the Chargee would have received had no such deduction or withholding been required to be made and the Chargor and or Borrower shall indemnify the Chargee against any losses or costs incurred by the Chargee by reason of such deduction or withholding.

1. a) The Chargor shall pay commission, fees and other usual bank charges as well as interest up to the date of payment (as well after as before any demand, judgement, bankruptcy or liquidation of the Chargor and or Borrower) on all the monies and liabilities from time to time due and payable hereunder such interest to be calculated at the rate or rates set out in any facility letter, letter of commitment, loan agreement, letter of variation or other agreement exchanged with the Chargee or at such other rate or rates (not exceeding any maximum permitted by law) from time to time agreed with the Chargee and in the absence of such agreement at such rate or rates as the Chargee may, in its sole and absolute discretion, from time to time determine PROVIDED THAT the Chargee shall give the Chargor and or Borrower at least thirty (30) days notice of the change in the rate of interest payable.

b)If the Chargor and or Borrower defaults in making any payments hereunder or exceeds the authorised limit for the banking facilities the Chargor and or Borrower shall pay interest on that excess sum or any portion remaining unpaid from the due date of such payment until actual payment thereof at such rate or rates over and above the rates specified in Clause 2(a) above as agreed with the Chargee in writing or in the absence of such agreement at such rate or rates as the Chargee may in its sole and absolute discretion (within the limits permitted by law) from time to time determine.

c)Interest payable hereunder shall be calculated on daily cleared balances and debited monthly by way of compound interest according to the usual mode of the Chargee but without prejudice to the right of the Chargee to determine the methods of calculating the applicable interest and to require payment of such interest when due.

d)The Chargee shall not be required to seek the consent of the Chargor or any principal debtor (as the case may be) prior to any change in the rate and method of calculating the interest so payable and the failure by the Chargee to seek such consent from the Chargor or other principal debtor as aforesaid shall not prejudice in any way howsoever the recovery by the Chargee of interest charged subsequent to any such change.

e)The statement of the Chargee as to the rate, mode or amount of interest payable shall, in the absence of manifest error, be conclusive.

1. The amount secured by this Charge shall be the aggregate of the Principal Amount, all interest from time to time due or payable to the Chargee and all costs, taxes, liabilities, obligations, charges and expenses incurred by the Chargee from time to time in relation to this Charge.

1. a)The Chargor as beneficial owner hereby charges the Premises to the Chargee as a continuing security for the payment and discharge in full of all monies, obligations and liabilities covenanted to be paid or discharged or otherwise secured by this Charge.

b)The Chargor hereby authorises the Chargee and its agents to register the security created by this Charge in accordance with the provisions of the Land Act and the Land Registration Act to the satisfaction of the Chargee.

1. The Chargor and or Borrower covenants with the Chargee to pay and discharge on demand and on a full indemnity basis and this Charge shall constitute security for:

(a) all costs, charges and expenses incurred or suffered by the Chargee in the preparation, completion, stamping, registration, enforcement, protection or improvement of this Charge and any supplemental or collateral mortgages, charges, assignments, guarantees and other securities or in obtaining or attempting to obtain payment or discharge of the monies, obligations and liabilities secured by this Charge;

(b)any monies paid or liabilities incurred by the Chargee in connection with the maintenance, repair or insurance of the Premises and any sums which the Chargee may consider it expedient to advance or pay for rents, rates, taxes, duties, charges, assessments, impositions and outgoings payable in respect of the Premises or by their owner or occupier; and

(c)interest as provided in Clause 2 on all costs, charges, expenses and other sums payable under this clause from the earlier of the date of payment by the Chargee or the date of demand until payment in full.

1. In addition to the agreements by the Chargor implied by section 88 of the Land Act the Chargor covenants with the Chargee that, during the continuance of this Charge, the Chargor shall:

(a)keep all buildings forming part of the Premises and all roads, passageways, pipes, wires, cables, drains and sanitary and water apparatus and all fixtures, fittings, additions and improvements in good and substantial repair and in good working order and condition and shall not pull down, remove, sell or otherwise dispose of any of them without the prior written consent of the Chargee except in the ordinary course of use, repair, maintenance or improvement it being agreed that, if the Chargor is at any time in default in complying with this covenant, the Chargee shall be entitled, but not bound, to repair and maintain them with power for the Chargee, its agents and employees to enter the Premises for that purpose or for the purpose of inspection and the Chargor hereby authorizes the Chargee at any time and from time to time during the continuance of this Charge to instruct a surveyor or valuer to inspect and report on the Premises and the Chargor shall meet the cost and expenses of such inspection and reports ;

(b)where the Premises are used for agricultural purposes, cultivate and farm them in accordance with good agricultural practices and permit the Chargee, its agents and employees to enter the Premises for the purpose of inspecting their state of cultivation and condition and if notified by the Chargee of any defects or matters the Chargor shall make good the same in a proper manner and to the satisfaction of the Chargee within the space of Three (3) months next after every such notice;

(c)observe and perform all environmental laws (including without limitation the provisions of the Environmental Management and Coordination Act, 1999) regulations directions and codes of practice and all covenants and stipulations from time to time affecting the Premises or the mode of the user or enjoyment of the same and not without the prior consent in writing of the Chargee enter into any onerous or restrictive obligations affecting any part of the Premises or suffer or omit to be done any act matter or thing whereby any provision of any Act of Parliament order or regulation from time to time in force affecting the Premises is infringed.

(d)insure and keep insured at the Chargor’s cost, with insurers approved by the Chargee and in the joint names of the Chargor and the Chargee the buildings forming part of the Premises and all fixtures fittings, additions and improvements against loss or damage by fire, lightning, earthquake, storm, flood, explosion, riot and civil commotion, aircraft and such other risks as the Chargee may from time to time specify to their full insurable value to the satisfaction of the Chargee and if the Chargor becomes aware of any threatened or actual cancellation of the policy the Chargor shall promptly inform the Chargee in writing and take such remedial action as will ensure that the insurance remains in place;

(e)deposit with the Chargee the Chargor’s policies of insurance and duly pay all premiums and other monies necessary for effecting and keeping up the Chargor’s insurances and deliver to the Chargee at least seven (7) days before the expiry of any policy the receipt for the payment of the premium to renew that policy it being agreed that the Chargor shall pay any excess amount and all monies payable under any policy of insurance effected by the Chargor shall be paid by the insurers directly to the Chargee or, if not so paid, shall be held on trust for the Chargee to be applied, at its option, in replacing, restoring or reinstating the property or assets destroyed, damaged or lost or in reduction of the monies, obligations and liabilities secured by this Charge and, if default shall be made by the Chargor at any time in effecting or keeping up any insurance, in depositing the policies or delivering the receipt for any premium, the Chargee shall be entitled, but not bound, to take out or renew that insurance in any sum which it may consider expedient;

(f)deposit with the Chargee and permit it to hold and retain all deeds and documents of title relating to the Premises and such other documents relating to the Premises as the Chargee may from time to time require;

(g)if (and upon receipt of the Chargee’s written consent) the Premises are subdivided or partitioned, comply with the terms given by the Chargee for such subdivision or partition (as the case may be);

(h)observe and perform or procure the observance and performance of the covenants and stipulations from time to time affecting the Premises or the mode of user or enjoyment of the Premises and shall not, without the prior written consent of the Chargee, enter into any onerous or restrictive obligations affecting any part of the Premises or make any structural or material alteration to the Premises or do or suffer or omit to be done any act, matter or thing whereby any provision of any law, order or regulation from time to time in force affecting the Premises may be infringed;

(i)not without the prior written consent of the Chargee create or attempt to create or permit to subsist any charge or mortgage upon or permit any lien or other encumbrance whatsoever to arise on or affect any part of the Premises;

(j)not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value to the Chargee of the security hereby created nor permit any person (other than the Chargee) to become entitled to any proprietary right or interest (including without limitation the overriding interests set out in section 28 (b) to (j) of the Land Registration Act) which might affect the value of the Premises or any part thereof;

(k)within fourteen (14) days of the happening of circumstances giving rise to an overriding interest under the provisions of section 28(a) of the Land Registration Act the Chargor shall procure and provide to the Chargee a consent to this Charge from the spouse in a format approved by the Chargee;

(l)punctually pay and indemnify the Chargee and any receiver against all existing and future rents, rates, taxes, duties, charges, assessments, impositions and outgoings, whether imposed by agreement, statute or otherwise payable in respect of the Premises or by their owner or occupier;

(m)immediately upon receipt by the Chargor, provide full particulars to the Chargee of any notice, schedule, list, claim or demand or other requirement whatever affecting or which may affect any part of the Premises or the interests of the Chargee and shall take such remedial action as the Chargee may require;