VICINITY CENTRES TRUST — Capital/Financing Update 2019

Nov 5, 2019

AMENDED AND RESTATED TRUST DEED

VICINITY CENTRES RE LTD (ACN 149 781 322) AS RESPONSIBLE ENTITY OF VICINITY CENTRES TRUST (ARSN 104 931 928)

THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee

€2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

Guaranteed by Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

Matter ref 159663.000002 SNGLIB01/FERRISAN/226991

Hogan Lovells Lee & Lee 50 Collyer Quay, #10-01 OUE Bayfront, Singapore 049321

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS	1
2.	AMOUNT AND ISSUE OF THE NOTES	11
3.	FORMS OF THE NOTES	15
4.	FEES, DUTIES AND TAXES	17
5.	COVENANT OF COMPLIANCE	18
6.	CANCELLATION OF NOTES AND RECORDS	18
7.	ENFORCEMENT	19
8.	ACTION, PROCEEDINGS AND INDEMNIFICATION	19
9.	APPLICATION OF MONEYS	20
10.	NOTICE OF PAYMENTS	21
11.	INVESTMENT BY TRUSTEE	21
12.	PARTIAL PAYMENTS	21
13.	COVENANTS BY THE ISSUER	21
14.	REMUNERATION AND INDEMNIFICATION OF TRUSTEE	25
15.	SUPPLEMENT TO TRUSTEE ACTS	27
16.	ANTI MONEY LAUNDERING	36
17.	TRUSTEE'S LIABILITY	36
18.	TRUSTEE CONTRACTING WITH THE ISSUER OR THE GUARANTORS	37
19.	WAIVER, AUTHORISATION AND DETERMINATION	38
20.	MODIFICATION	38
21.	BREACH	39
22.	HOLDER OF DEFINITIVE BEARER NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER	39
23.	NO NOTICE TO RECEIPTHOLDERS AND COUPONHOLDERS	39
24.	ADDITION AND RELEASE OF GUARANTORS	39
25.	REPLACEMENT OF TRUSTEE OR RESPONSIBLE ENTITY	40
26.	SUBSTITUTION	41
27.	CURRENCY INDEMNITY	42
28.	NEW TRUSTEE	43
29.	SEPARATE AND CO-TRUSTEES	43
30.	TRUSTEE'S RETIREMENT AND REMOVAL	44
31.	TRUSTEE'S POWERS TO BE ADDITIONAL	44
32.	NOTICES	44
33.	CAPACITY OF VICINITY CENTRES RE LTD AND VICINITY FUNDS RE LTD AND OTHER ENTITIES	45
34.	GOVERNING LAW	46

35.	SUBMISSION TO JURISDICTION	46
36.	INVALIDITY	47
37.	COUNTERPARTS	47
38.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	47

SCHEDULES

1.	TERMS AND CONDITIONS OF THE NOTES	48
2.	FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS	85
	PART 1 FORM OF TEMPORARY GLOBAL NOTE	85
	PART 2 FORM OF PERMANENT GLOBAL NOTE	94
	PART 3 FORM OF DEFINITIVE BEARER NOTE	103
	PART 4 FORM OF RECEIPT	107
	PART 5 FORM OF COUPON	0
	PART 6 FORM OF TALON	2
	PART 7 FORM OF REGISTERED GLOBAL NOTE	4
	PART 8 FORM OF DEFINITIVE REGISTERED NOTE	7
3.	PROVISIONS FOR MEETINGS OF NOTEHOLDERS	12
4.	FORM OF AUTHORISED SIGNATORIES' CERTIFICATE	23
5.	FORM OF DEED OF ACCESSION	24

THIS AMENDED AND RESTATED TRUST DEED is made on 7 March 2018

BETWEEN:

• (1) Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928), a company incorporated with limited liability in Australia, whose registered office is at Chadstone Shopping Centre, 1341 Dandenong Road, Chadstone Victoria 3148, Australia (the "Issuer");
• (2) The Bank of New York Mellon, London Branch, acting through its principal place of business in London at One Canada Square, London, E14 5AL, United Kingdom (the "Trustee");
• (3) Vicinity Limited (ACN 114 757 783) whose registered office is at Chadstone Shopping Centre, 1341 Dandenong Road, Chadstone Victoria 3148, Australia ("Vicinity Limited"); and
• (4) Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348), whose registered office is at Level 39, MLC Centre, 19 Martin Place, Sydney, NSW 2000, Australia ("Vicinity NVN Trust" and together with Vicinity Limited, the "Initial Guarantors").

WHEREAS:

• (A) The parties hereto executed a trust deed dated 9 March 2016 (the "Original Trust Deed") and have agreed to amend and restate the Original Trust Deed in accordance with the terms set out herein. All references herein to "this Trust Deed" shall mean the Original Trust Deed as so amended and restated.
• (B) The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders, the Receiptholders and the Couponholders of Notes upon and subject to the terms and conditions of these presents.
• (C) Pursuant to the terms of the Guarantee, the Guarantors have agreed to guarantee the payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to this Trust Deed and the Notes.

NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:

1. DEFINITIONS

1.1 In these presents unless there is anything in the subject or context inconsistent therewith the following expressions shall have the following meanings:

"Accounting Standards" means, at any time, the generally accepted accounting principles and practices applying by law or otherwise generally accepted in Australia at that time, consistently applied;

"Additional Guarantor" shall have the meaning ascribed to it in subclause 24.1(a);

"Agency Agreement" means the amended and restated agreement dated 7 March 2018, as amended and/or supplemented and/or restated from time to time, pursuant to which the Issuer and the Guarantors have appointed the Principal Paying Agent, the other Paying Agents, the Registrar and the Transfer Agents in relation to all or any Series of the Notes and any other agreement for the time being in force appointing further or other Paying Agents or another Principal Paying Agent, Registrar and/or Transfer Agents in relation to all or any Series of the Notes, or in connection with their duties, the terms of which (other than in relation to remuneration) have previously been approved in writing by the Trustee, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the aforesaid agreements;

"Agent" means each of the Principal Paying Agent, the other Paying Agents, the Registrar, the Transfer Agents and, where the Principal Paying Agent is acting as Calculation Agent in accordance with the provisions of clause 2 of the Agency Agreement, the Calculation Agent;

"Agreement Date" means, in respect of any Note, the date on which agreement is reached for the issue of such Note as contemplated in the Programme Agreement which, in the case of Notes in relation to which a Subscription Agreement is entered into, shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it;

"Appointee" means any attorney, manager, agent, delegate, nominee, custodian or other person appointed by the Trustee under these presents and, for the avoidance of doubt, includes the Agents for so long as they are acting as agents of the Trustee pursuant to subclause 2.3;

"Arranger" means BNP Paribas and any other entity appointed as an arranger for the Programme;

"Auditors" means Ernst & Young or such other firm of professional accountants that may audit the consolidated financial statements of the Group from time to time;

"Authorised Signatory" means any person who (i) is a Director or the Secretary of the Issuer, or (ii) has been notified by the Issuer in writing to the Trustee as being duly authorised to sign documents and to do other acts and things on behalf of the Issuer for the purposes of this Trust Deed, the Agency Agreement and the Notes, and in any such case whose specimen signature has been provided to the Trustee and the Principal Paying Agent pursuant to subclase 22.11 of the Agency Agreement;

"Bearer Notes" means those of the Notes which are for the time being in bearer form;

"Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Sydney, London and, if different, the country of the relevant currency in which payments in respect of the relevant Notes and/or Coupons are to be made;

"Calculation Agency Agreement" means, in relation to any Series of Notes, an agreement in or substantially in the form of Schedule 2 of the Agency Agreement;

"Calculation Agent" means, in relation to any Series of Notes, unless the Principal Paying Agent is acting as Calculation Agent in accordance with the provisions of clause 2 of the Agency Agreement, the person appointed as calculation agent in relation to such Series of Notes pursuant to the terms of a Calculation Agency Agreement (or any other agreement) and shall include any successor calculation agent appointed in respect of such Series of Notes;

"Calculation Date" means, so long as any Note is outstanding, each 30 June and 31 December falling after the Issue Date of such Notes;

"Clearstream Luxembourg" means Clearstream Banking S.A.;

"Conditions" means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting such Series, such terms and conditions being in or substantially in the form set out in Schedule 1 or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Guarantors, the Trustee and the relevant Dealer(s) as modified and supplemented by the Pricing Supplement applicable to the Notes of the relevant Series, in each case as from time to time modified in accordance with the provisions of these presents;

"Consolidated Entity" means, in respect of an Entity, each other Entity which it is required under Accounting Standards to be included in its consolidated financial reports (as defined in the Corporations Act), but excluding any non-wholly owned Wholesale Fund (and, for the avoidance of doubt, excluding any entity which acts as trustee, responsible entity, manager or custodian of any such Wholesale Fund, but only in its capacity as such);

"Corporations Act" means the Corporations Act 2001 (Cth);

"Couponholders" means the several persons who are for the time being holders of the Coupons and includes, where applicable, the Talonholders;

"Coupons" means the bearer interest coupons appertaining to the Bearer Notes in definitive form or, as the context may require, a specific number thereof and includes any replacements for Coupons issued pursuant to Condition 11 and, where the context so permits, the Talons;

"Dealers" means any entity which the Issuer appoints as a Dealer and written notice of whose appointment has been given to the Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Agency Agreement but excluding any entity whose appointment has been terminated in accordance with the provisions of the Programme Agreement and written notice of such termination has been given to the Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Agency Agreement, and references to a "relevant Dealer" or the "relevant Dealer(s)" mean, in relation to any Tranche or Series of Notes, the Dealer or Dealers with whom the Issuer has agreed the issue of the Notes of such Tranche or Series and "Dealer" means any one of them;

"Definitive Bearer Note" means a Bearer Note in definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of this Trust Deed in exchange for either a Temporary Global Note or part thereof or a Permanent Global Note (all as indicated in the applicable Pricing Supplement), such Bearer Note in definitive form being in the form or substantially in the form set out in Part 3 of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Principal Paying Agent and the Trustee and having the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference as indicated in the applicable Pricing Supplement and having the relevant information supplementing, replacing or modifying the Conditions appearing in the applicable Pricing Supplement endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note in bearer form) having Coupons and, where appropriate, Receipts and/or Talons attached thereto on issue;

"Definitive Note" means a Definitive Bearer Note and/or, as the context may require, a Definitive Registered Note;

"Definitive Registered Note" means a Registered Note in definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of this Trust Deed either on issue or in exchange for a Registered Global Note or part thereof (all as indicated in the applicable Pricing Supplement), such Registered Note in definitive form being in the form or substantially in the form set out in Part 8 of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Principal Paying Agent and the Trustee and having the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference as indicated in the applicable Pricing Supplement and having the relevant information supplementing, replacing or modifying the Conditions appearing in the applicable Pricing Supplement endorsed thereon or attached thereto and having a Form of Transfer endorsed thereon;

"Directors" means, in relation to the Issuer or any Guarantor, the Board of Directors for the time being of the Issuer or such Guarantor, as the case may be, and "Director" means any one of them;

"Distribution Compliance Period" has the meaning given to that term in Regulation S under the Securities Act;

"Entity" means any person, firm, company, corporation, government, state, agency, association, trust, managed investment scheme or partnership, whether or not having separate legal personality;

"EURIBOR" means the Euro-zone interbank offered rate;

"Euroclear" means Euroclear Bank SA/NV;

"Event of Default" means any of the conditions, events or acts provided in Condition 10.1 to be events upon the happening of which the Notes of any Series would, subject only to notice by the Trustee as therein provided, become immediately due and repayable;

"Expenses" means costs and expenses properly incurred (including, without limitation, all legal fees, costs and expenses properly incurred in disputing or defending any Losses), and "Expense" shall be construed accordingly;

"Extraordinary Resolution" has the meaning set out in paragraph 1 of Schedule 3;

"Floating Rate Note" means a Note on which interest is calculated at a floating rate payable in arrears in respect of such period or on such date(s) as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Pricing Supplement);

"Form of Transfer" means the form of transfer endorsed on a Definitive Registered Note in the form or substantially in the form set out in Part 8 of Schedule 2;

"FSMA" means the Financial Services and Markets Act 2000;

"Global Note" means a Temporary Global Note and/or a Permanent Global Note and/or a Registered Global Note, as the context may require;

"Group" means Vicinity Limited (ACN 114 757 783) and Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) and each of their respective Subsidiaries;

"Guarantee" means the deed poll guarantee and indemnity dated 9 March 2016 and entered into by the Guarantors pursuant to which the Guarantors have agreed to guarantee the payment of, inter alia, all amounts payable in respect of the Notes and all other moneys payable by the Issuer under or pursuant to this Trust Deed, as amended and/or supplemented and/or restated from time to time, and "Guarantees" shall be construed accordingly;

"Guarantors" means, at any time and from time to time, each Initial Guarantor and each Additional Guarantor who has acceded as a guarantor to the Guarantee pursuant to the terms thereof but does not include any entity which has been released from its obligations as a Guarantor in accordance with the terms of the Guarantee, and "Guarantor" shall be construed accordingly;

"Index Linked Interest Note" means a Note in respect of which the amount payable in respect of interest is calculated by reference to an index and/or a formula as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Pricing Supplement);

"Interest Commencement Date" means, in the case of interest-bearing Notes, the date specified in the applicable Pricing Supplement from (and including) which such Notes bear interest, which may or may not be the Issue Date;

"Interest Period" means, in relation to Notes of a Series, the Interest Period set out in the Conditions of the Notes of that Series;

"Issue Date" means, in respect of any Note, the date specified as such in the applicable Pricing Supplement, being the date of issue and purchase of such Note pursuant to and in accordance with the Programme Agreement or any agreement between the Issuer and the relevant Dealer(s) being, in the case of any Definitive Note represented initially by a Global Note, the same date as the date of issue of the Global Note which initially represented such Note;

"Issue Price" means the price, generally expressed in the applicable Pricing Supplement as a percentage of the nominal amount of the Notes, at which the Notes will be issued;

"Liability" means any Loss or Expense, and "Liabilities" shall be construed accordingly;

"Loss" means any loss, damage, charge, claim, demand, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof, and "Losses" shall be construed accordingly;

"LIBOR" means the London interbank offered rate;

"month" means calendar month;

"Note" means a note issued pursuant to the Programme and denominated in such currency or currencies as may be agreed between the Issuer, the Trustee, the Principal Paying Agent and the relevant Dealer(s) which has such maturity and denomination as may be agreed between the Issuer and the relevant Dealer(s) and issued or to be issued by the Issuer pursuant to this Trust Deed and which shall, in the case of Bearer Notes, either (a) initially be represented by, and comprised in, a Temporary Global Note which may (in accordance with the terms of such Temporary Global Note) be exchanged for Definitive Bearer Notes or a Permanent Global Note which such Permanent Global Note may (in accordance with the terms of such Permanent Global Note) in turn be exchanged for Definitive Bearer Notes or (b) be represented by, and comprised in, a Permanent Global Note which may (in accordance with the terms of such Permanent Global Note) be exchanged for Definitive Bearer Notes (all as indicated in the applicable Pricing Supplement) and which may, in the case of Registered Notes, either be in definitive form or be represented by, and comprised in, one or more Registered Global Notes each of which may (in accordance with the terms of such Registered Global Note) be exchanged for Definitive Registered Notes or another Registered Global Note (all as indicated in the applicable Pricing Supplement) and includes any replacements for a Note (whether a Bearer Note or a Registered Note, as the case may be) issued pursuant to Condition 11;

"Noteholders" means the several persons who are for the time being holders of the Notes (being, in the case of Bearer Notes, the bearers thereof and, in the case of Registered Notes, the several persons whose names are entered in the register of holders of the Registered Notes as the holders thereof) save that, in respect of the Notes of any Series, for so long as such Notes or any part thereof are represented by a Global Note held by a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg or, in respect of Notes in definitive form held by a common depositary in an account with Euroclear and/or Clearstream, Luxembourg, in respect of such Notes or any part thereof, each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg (other than Clearstream, Luxembourg (if Clearstream, Luxembourg shall be an accountholder of Euroclear) and Euroclear (if Euroclear shall be an accountholder of Clearstream, Luxembourg)) as the holder of a particular nominal amount of the Notes of such Series shall be deemed to be the holder of such nominal amount of such Notes (and the holder of the relevant Notes shall be deemed not to be the holder) for all purposes of these presents other than with respect to the payment of principal or interest on such nominal amount of such Notes the rights to which shall be vested, as against the Issuer, the Guarantors and the Trustee, solely in such common depositary and for which purpose such common depositary shall be deemed to be the holder of such nominal amount of such Notes in accordance with and subject to its terms and the provisions of these presents and the expressions "holder" and "holder of Notes" and related expressions shall (where appropriate) be construed accordingly;

"outstanding" means, in relation to the Notes of all or any Series, all the Notes of such Series issued other than:

• (a) those Notes which have been redeemed in accordance with the Conditions;
• (b) those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including premium (if any) and all interest payable thereon) have been duly paid to the Trustee or to the Principal Paying Agent or the Registrar, as applicable, in the manner provided in the Agency Agreement (and where appropriate notice to that effect has been given to the relative Noteholders in accordance with Condition 14) and remain available for payment against presentation of the relevant Notes and/or Coupons;
• (c) those Notes which have been purchased and cancelled in accordance with Condition 7;
• (d) those Notes which have become void or in respect of which claims have become prescribed, in each case under Condition 9;
• (e) those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 11;
• (f) (for the purpose only of ascertaining the nominal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 11; and
• (g) any Global Note to the extent that it shall have been exchanged for another Global Note in respect of the Notes of the relevant Series or for the Notes of the relevant Series in definitive form pursuant to its provisions, these provisions of these presents and the Agency Agreement,

PROVIDED THAT for each of the following purposes, namely:

• (i) the right to attend and vote at any meeting of the holders of the Notes of any Series, in an Extraordinary Resolution in writing or an Ordinary Resolution in writing or an Extraordinary Resolution or an Ordinary Resolution by way of electronic consents through the relevant clearing system, as envisaged by paragraph 1 of Schedule 3 and any direction or request by the holders of the Notes of any Series;
• (ii) the determination of how many and which Notes of any Series are for the time being outstanding for the purposes of clause 8, Conditions 10 and 15 and paragraphs 3, 4, 7, 9, 17 and 23 of Schedule 3;
• (iii) any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the holders of the Notes of any Series; and
• (iv) the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the holders of the Notes of any Series,

those Notes of the relevant Series (if any) which are for the time being held by or on behalf of or for the benefit of the Issuer, any Guarantor or any of their respective Subsidiaries shall (unless and until ceasing to be so held) be deemed not to remain outstanding;

"Paying Agents" means, in relation to the Notes of any Series, the Principal Paying Agent or any other institutions (if any) at their respective specified offices initially or subsequently appointed as paying agents in relation to such Notes by the Issuer and the Initial Guarantors pursuant to the Agency Agreement and/or, if applicable, any Successor paying agents in relation to such Notes;

"Permanent Global Note" means a global note in the form or substantially in the form set out in Part 2 of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Principal Paying Agent and the Trustee, together with the copy of the applicable Pricing Supplement annexed thereto, comprising some or all of the Bearer Notes of the same Series, issued by the Issuer pursuant to this Trust Deed either on issue or in exchange for the whole or part of any Temporary Global Note issued in respect of such Bearer Notes;

"Potential Event of Default" means any condition, event or act which, with the lapse of time and/or the issue, making or giving of any notice, certification, declaration, demand, determination and/or request and/or the taking of any similar action and/or the fulfilment of any similar condition, would constitute an Event of Default;

"Pricing Supplement" means the pricing supplement issued in relation to each Tranche of Notes (substantially in the form of Annex 3 to the Procedures Memorandum) and giving details of that Tranche and, in relation to any particular Tranche of Notes, applicable Pricing Supplement means the Pricing Supplement applicable to that Tranche;

"Principal Paying Agent" means The Bank of New York Mellon, London Branch as principal paying agent under the Agency Agreement and any Successor principal paying agent appointed in accordance with the Agency Agreement;

"Procedures Memorandum" means the Operating and Administrative Procedures Memorandum dated 7 March 2018 as amended or varied from time to time including, in respect of any Tranche, by agreement between the Issuer and the relevant Dealer or Lead Manager with the approval of the Trustee, the Principal Paying Agent and, in the case of a Tranche of Registered Notes, the Registrar;

"Programme" means the Euro Medium Term Note Programme established by, or otherwise contemplated in, the Programme Agreement;

"Programme Agreement" means the amended and restated agreement dated 7 March 2018 herewith between the Arranger, the Issuer, the Guarantors and the Dealers named therein (or deemed named therein) concerning the purchase of Notes to be issued pursuant to the Programme together with any agreement for the time being in force amending, replacing, novating or modifying such agreement and any accession letters and/or agreements supplemental thereto;

"Programme Documents" means this Trust Deed, the Programme Agreement, the Agency Agreement, any Calculation Agency Agreement, the Guarantee, the Notes, the Receipts, the Coupons and the Talons (if any), all as from time to time modified in accordance with the provisions herein or therein contained;

"Programme Limit" means €2,000,000,000 (subject to increase as provided in the Programme Agreement);

"Receipt" means a receipt attached on issue to a Definitive Bearer Note redeemable in instalments for the payment of an instalment of principal, such receipt being in the form or substantially in the form set out in Part 4 of Schedule 2 or in such other form as may be agreed between the Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s) and includes any replacements for Receipts issued pursuant to Condition 11;

"Receiptholders" means the several persons who are for the time being holders of the Receipts;

"Reference Banks" means, in the case of a determination of LIBOR, the principal London office of four major banks in the London interbank market, and in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Eurozone interbank market, in each case selected by the Issuer and notified in writing to the Trustee and the Principal Paying Agent or as specified in the applicable Pricing Supplement;

"Registered Global Note" means a global note in the form or substantially in the form set out in Part 7 of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Principal Paying Agent and the Trustee, together with a copy of the applicable Pricing Supplement annexed thereto, comprising some or all of the Registered Notes of the same Series sold outside the United States in reliance on Regulation S under the Securities Act, issued by the Issuer pursuant to this Trust Deed;

"Registered Notes" means those of the Notes which are for the time being in registered form;

"Registrar" means The Bank of New York Mellon SA/NV, Luxembourg Branch or, if applicable, any Successor registrar in relation to all or any Series of the relevant Registered Notes;

"Regulation S" means Regulation S under the Securities Act;

"Relevant Date" has the meaning set out in Condition 8;

"repay", "redeem" and "pay" shall each include both the others and cognate expressions shall be construed accordingly;

"Secretary" means, in relation to the Issuer or a Guarantor, the person appointed as secretary of the Issuer or such Guarantor, as the case may be;

"Securities Act" means the United States Securities Act of 1933;

"Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the expressions "Notes of the relevant Series", "holders of Notes of the relevant Series" and related expressions shall (where appropriate) be construed accordingly;

"SGX-ST" means the Singapore Exchange Securities Trading Limited;

"Specified Time" means 11:00 a.m. (London time, in the case of a determination of LIBOR or Brussels time, in the case of a determination of EURIBOR);

"Stock Exchange" means the SGX-ST or any other or further stock exchange(s) on which any Notes may from time to time be listed, and references in these presents to the "relevant Stock Exchange" shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are, from time to time, or are intended to be, listed;

"Subscription Agreement" means an agreement supplemental to the Programme Agreement (by whatever name called);

"Subsidiary" means, in respect of an Entity (the "First Entity"), each other Entity that is a Consolidated Entity of the First Entity;

"Successor" means, in relation to the Principal Paying Agent, the other Paying Agents, the Registrar and the Transfer Agents, any successor to any one or more of them in relation to the Notes of the relevant Series which shall become such pursuant to the provisions of the Agency Agreement and/or such other or further principal paying agent, paying agents, registrar and/or transfer agents (as the case may be) in relation to such Notes as may from time to time be appointed as such, and/or, if applicable, such other or further specified offices (in the former case being within the same place as those for which they are substituted) as may from time to time be nominated, in each case, by the Issuer and the Guarantors and (except in the case of the initial appointments and specified offices made under and specified in the Conditions and/or the Agency Agreement, as the case may be) notice of whose appointment or, as the case may be, nomination has been given to the relevant Noteholders pursuant to subclause 13(m) in accordance with Condition 14;

"Talonholders" means the several persons who are for the time being holders of the Talons;

"Talons" means the talons (if any) appertaining to, and exchangeable in accordance with the provisions therein contained for further Coupons appertaining to, the Definitive Bearer Notes (other than Zero Coupon Notes), such talons being in the form or substantially in the form set out in Part 6 of Schedule 2 or in such other form as may be agreed between the Issuer, the Principal Paying Agent and the Trustee and includes any replacements for Talons issued pursuant to Condition 11;

"Tax Jurisdiction" has the meaning given in Condition 8;

"Temporary Global Note" means a Temporary Global Note in the form or substantially in the form set out in Part 1 of Schedule 2 together with the copy of the applicable Pricing Supplement annexed thereto with such modifications (if any) as may be agreed between the Issuer, the Principal Paying Agent and the Trustee, comprising some or all of the Bearer Notes of the same Series, issued by the Issuer pursuant to this Trust Deed;

"these presents" means this Trust Deed and the Schedules hereto and any trust deed supplemental hereto and the Schedules (if any) and the Notes, the Receipts, the Coupons and the Conditions, all as from time to time modified in accordance with the provisions herein or therein contained;

"Tranche" means all Notes which are identical in all respects (including as to listing);

"Transfer Agents" means, in relation to all or any Series of Registered Notes, the several institutions at their respective offices initially appointed as transfer agents in relation to such Notes by the Issuer and the Guarantors pursuant to the Agency Agreement and/or, if applicable, any Successor transfer agents at their respective specified offices in relation to all or any Series of Notes;

"Trust Corporation" means a corporation entitled by rules made under the Public Trustee Act 1906 or entitled pursuant to any other comparable legislation applicable to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;

"Trustee Acts" means the Trustee Act 1925 and the Trustee Act 2000;

"Wholesale Fund" means the wholesale and retail property funds and mandates managed by a member of the Group;

"Zero Coupon Note" means a Note on which no interest is payable;

words denoting the singular shall include the plural and vice versa;

words denoting one gender only shall include the other genders; and

words denoting persons only shall include firms and corporations and vice versa.

• 1.2 (a) All references in these presents to principal, principal amount, nominal amount, premium and/or interest in respect of the Notes or to any moneys payable by the Issuer under these presents shall be deemed to include, in the case of amounts of principal and/or premium payable, a reference to any specific redemption price (as defined in the relevant Conditions) and, in any case, a reference to any additional amounts which may be payable under Condition 8 or, if applicable, under any undertaking or covenant given pursuant to subclause 13(o).
• (b) All references in these presents to "U.S. dollars", "dollars" or "U.S.\$" shall be construed as references to the lawful currency for the time being of the United States of America.
• (c) All references in these presents to "euro" or "€" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
• (d) All references in these presents to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re-enactment.
• (e) All references in these presents to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than England, references to such action, remedy or method of proceeding for the enforcement of the rights of creditors available or

appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to in these presents.

• (f) All references in these presents to taking proceedings against the Issuer or the Guarantors, as the case may be, shall be deemed to include references to proving in the winding up of the Issuer or the relevant Guarantor (as applicable).
• (g) All references in these presents to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any additional or alternative clearing system as is approved by the Issuer, the Principal Paying Agent, the Trustee and, where applicable, the Registrar or as may otherwise be specified in the applicable Pricing Supplement.
• (h) In this Trust Deed references to Schedules, clauses, subclauses, paragraphs and subparagraphs shall be construed as references to the Schedules to this Trust Deed and to the clauses, subclauses, paragraphs and subparagraphs of this Trust Deed respectively.
• (i) In these presents tables of contents and clause headings are included for ease of reference and shall not affect the construction of these presents.
• (j) In these presents, unless the contrary intention appears, a reference to (A) an amendment includes a supplement, restatement or novation and amended is to be construed accordingly and (B) a document is a reference to that document as amended from time to time.
• 1.3 Words and expressions defined in these presents or the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used herein unless the context otherwise requires or unless otherwise stated provided that, in the event of inconsistency between the Agency Agreement and these presents, these presents shall prevail and, in the event of inconsistency between the Agency Agreement or these presents and the applicable Pricing Supplement, the applicable Pricing Supplement shall prevail.
• 1.4 All references in these presents to the "relevant currency" shall be construed as references to the currency in which payments in respect of the Notes and/or Receipts and/or Coupons of the relevant Series are to be made as indicated in the applicable Pricing Supplement.

2. AMOUNT AND ISSUE OF THE NOTES

2.1 Amount of the Notes, Pricing Supplement and Legal Opinions

The Notes will be issued in Series in an aggregate nominal amount from time to time outstanding not exceeding the Programme Limit from time to time and for the purpose of determining such aggregate nominal amount:

(a) the euro equivalent of Notes denominated in another Specified Currency shall be determined, at the discretion of the Issuer, either as of (i) the Agreement Date, which shall be notified by the Issuer in writing to the Trustee, for those Notes or (ii) on the preceding day on which commercial banks and foreign exchange markets are open for general business in London, in each case on the basis of the spot rate for the sale of the euro against the purchase of that Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the Issuer on the relevant day of calculation;

original nominal amount on issue of those Notes (in the case of Partly Paid Notes regardless of the amount of the subscription price paid); and

(c) the euro equivalent of Zero Coupon Notes and other Notes issued at a discount or a premium shall be calculated in the manner set out above by reference to the net proceeds received by the Issuer for the relevant issue.

By not later than 5:00 p.m. (London time) on the third Business Day preceding each proposed Issue Date, the Issuer shall deliver or cause to be delivered to the Trustee, with a copy to the Principal Paying Agent, a copy of the applicable Pricing Supplement and shall notify the Trustee in writing without delay of the relevant Issue Date and the nominal amount of the Notes to be issued. As soon as possible thereafter and in any event not later than 3:00 p.m. (London time) on the second Business Day preceding each proposed Issue Date, the Issuer shall also deliver or cause to be delivered to the Trustee drafts of all legal opinions to be given in relation to the relevant issue (and the Trustee shall be an addressee of all such opinions). Upon the issue of the relevant Notes, such Notes shall become constituted by these presents without further formality.

On such occasions as the Trustee so requests (on the basis that the Trustee considers it necessary or appropriate in view of a change in the law of any relevant jurisdiction (or an enactment of a proposed change in the law of any relevant jurisdiction, whether or not such law has come into force) affecting the Issuer and/or any of the Guarantors, these presents or the Agency Agreement or if the Trustee has other relevant grounds), the Issuer will procure that further legal opinion(s) (relating, if applicable, to any such change or the enactment of a proposed change) addressed to the Trustee in such form and with such content as the Trustee may require from the legal advisers specified in the Programme Agreement or such other legal advisers as the Trustee may require is/are delivered to the Trustee. Whenever such a request is made with respect to any Notes to be issued, the receipt of such opinion in form and substance satisfactory to the Trustee shall be a further condition precedent to the issue of those Notes. The Trustee shall not be responsible for monitoring whether there is any change of law in any relevant jurisdiction and is entitled to assume no change in law in any relevant jurisdiction until expressly notified in writing of any such change by the Issuer.

2.2 Covenant to repay principal and to pay interest

The Issuer covenants with the Trustee that it will, as and when the Notes of any Series or any of them or any instalment of principal in respect thereof become due to be redeemed, or on such earlier date as the same or any part thereof may become due and repayable thereunder, in accordance with the Conditions, unconditionally pay or procure to be paid to or to the order of the Trustee in the relevant currency in immediately available funds the principal amount in respect of the Notes of such Series or the amount of such instalment becoming due for redemption on that date together with any applicable premium and (except in the case of Zero Coupon Notes) shall in the meantime and until redemption in full of the Notes of such Series (both before and after any judgment or other order of a court of competent jurisdiction) unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid interest (which shall accrue from day to day) on the nominal amount of the Notes outstanding of such Series at rates and/or in amounts calculated from time to time in accordance with, or specified in, and on the dates provided for in, the Conditions PROVIDED THAT:

(a) subject to the provision of subclause 2.3(b), every payment of principal, premium (if any) or interest or other sum due in respect of the Notes or any of them made to or to the order of the Principal Paying Agent in the manner provided in the Agency Agreement shall be in satisfaction pro tanto of the relative covenant by the Issuer in this subclause 2.2 contained in relation to the Notes of such Series except to the extent that there is a default in the subsequent payment thereof in accordance with the Conditions to the relevant Noteholders, Receiptholders or Couponholders (as the case may be);

• (b) in the case of any payment of principal or premium (if any) which is not made to the Trustee or the Principal Paying Agent on or before the due date, interest shall continue to accrue on the outstanding nominal amount of the relevant Notes and shall accrue on such premium (except in the case of Zero Coupon Notes to which the provisions of Condition 7.10 shall apply) (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid up to and including the date which the Trustee determines to be the date on and after which payment is to be made in respect thereof as stated in a notice given to the holders of such Notes (such date to be not later than seven days after the day on which the whole of such principal amount and premium (if any), together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Trustee or the Principal Paying Agent); and
• (c) in any case where payment of the whole or any part of the principal amount of or premium (if any) on any Note is improperly withheld or refused upon due presentation thereof (other than in circumstances contemplated by (b) above of this subclause 2.2), interest shall accrue on the outstanding nominal amount of such Note or premium (except in the case of Zero Coupon Notes to which the provisions of Condition 7.10 shall apply) payment of which has been so withheld or refused (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid from and including the date of such withholding or refusal up to and including the date on which, upon further presentation of the relevant Note, payment of the full amount (including interest as aforesaid) in the relevant currency payable in respect of such Note is made or (if earlier) the seventh day after notice is given to the relevant Noteholder(s) (whether individually or in accordance with Condition 14) that the full amount (including interest as aforesaid) in the relevant currency in respect of such Note is available for payment, PROVIDED THAT, upon further presentation thereof being duly made, such payment is made.

The Trustee will hold the benefit of this covenant and the other covenants in this Trust Deed on trust for the Noteholders, the Receiptholders and the Couponholders and itself in accordance with these presents.

2.3 Trustee's requirements regarding Paying Agents etc

At any time after an Event of Default or a Potential Event of Default shall have occurred or the Notes of all or any Series shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may:

• (a) by notice in writing to the Issuer, the Guarantors, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar and the Transfer Agents and the other Paying Agents appointed pursuant to the Agency Agreement, until notified by the Trustee to the contrary:
• (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents mutatis mutandis on the terms provided in the Agency Agreement (save that the Trustee's liability under any provisions thereof for the

indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of these presents relating to the Notes of the relevant Series and available for such purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or

• (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice or subsequently PROVIDED THAT such notice shall be deemed not to apply to any documents or records which the relevant Agent(s) are obliged not to release by any law or regulation; and
• (b) by notice in writing to the Issuer and the Guarantors, require each of them to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent,

and with effect from the issue of any such notice to the Issuer and the Guarantors and until such notice is withdrawn proviso (a) to subclause 2.2 relating to the Notes shall cease to have effect.

2.4 If the Floating Rate Notes or Index Linked Interest Notes of any Series become immediately due and repayable under Condition 10.1 the rate and/or amount of interest payable in respect of them will be calculated by the Calculation Agent for such Series at the same intervals as if such Notes had not become due and repayable, the first of which will commence on the expiry of the Interest Period during which the Notes of the relevant Series become so due and repayable mutatis mutandis in accordance with the provisions of Condition 5 except that the rates of interest need not be published.

2.5 Currency of payments

All payments in respect of, under and in connection with these presents and the Notes of any Series to the relevant Noteholders, Receiptholders and Couponholders shall be made in the relevant currency.

2.6 Further Notes

The Issuer shall be at liberty from time to time (but subject always to the provisions of these presents) without the consent of the Noteholders, Receiptholders or Couponholders to create and issue further Notes (whether in bearer or registered form) having terms and conditions the same as the Notes of any Series (or the same in all respects save for the amount and date of the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding Notes of a particular Series.

2.7 Separate Series

The Notes of each Series shall form a separate Series of Notes and accordingly, unless for any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of this clause 2 and of clauses 3 to 27 (both inclusive) and 29 and Schedule 3 shall apply mutatis mutandis separately and independently to the Notes of each Series and in such clauses and Schedule the expressions "Notes", "Noteholders", "Receipts", "Receiptholders", "Coupons", "Couponholders", "Talons" and "Talonholders" shall (where appropriate) be construed accordingly.

3. FORMS OF THE NOTES

3.1 Bearer Global Notes

• (a) The Bearer Notes of each Tranche will initially be represented by a single Temporary Global Note or a single Permanent Global Note, as indicated in the applicable Pricing Supplement. Each Temporary Global Note shall be exchangeable, upon a request as described therein, for either Definitive Bearer Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, or a Permanent Global Note in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable for Definitive Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Bearer Global Notes shall be prepared, completed and delivered to a common depositary for Euroclear and Clearstream, Luxembourg.
• (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2, subject to the right of the Issuer to agree with the Principal Paying Agent and the Trustee to issue such Notes in a different form. Each Temporary Global Note shall have annexed thereto a copy of the applicable Pricing Supplement and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Principal Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.
• (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2, subject to the right of the Issuer to agree with the Principal Paying Agent and the Trustee to issue such Notes in a different form. Each Permanent Global Note shall have annexed thereto a copy of the applicable Pricing Supplement and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Principal Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

3.2 Registered Global Notes

• (a) Subject as provided below, Registered Notes of a Series that are initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be represented by a Registered Global Note deposited with, and registered in the name of a nominee of, a common depositary for Euroclear and Clearstream, Luxembourg.
• (b) Registered Global Notes shall be exchangeable and transferable only in accordance with, and subject to, the provisions as described therein and the Agency Agreement and the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg.
• (c) Each Registered Global Note shall be printed or typed in the form or substantially in the form set out in Part 7 of Schedule 2, subject to the right of the Issuer to agree with the Principal Paying Agent and the Trustee to issue such Notes in a different form, and may be a facsimile. Each Registered Global Note shall have annexed thereto a copy of the applicable Pricing Supplement and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the

Issuer and shall be authenticated by or on behalf of the Registrar. Each Registered Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer.

3.3 Definitive Bearer Notes and Definitive Registered Notes

• (a) The Definitive Bearer Notes, the Receipts, the Coupons and the Talons shall be to bearer in the respective forms or substantially in the respective forms set out in Parts 3, 4 ,5 and 6, respectively, of Schedule 2, subject to the right of the Issuer to agree with the Principal Paying Agent and the Trustee to issue such Notes, Receipts, Coupons and Talons in a different form. The Definitive Bearer Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions may be incorporated by reference into such Definitive Bearer Notes unless not so permitted by the relevant Stock Exchange (if any), or the Definitive Bearer Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Bearer Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Bearer Notes, the Receipts, the Coupons and the Talons shall pass by delivery.
• (b) The Definitive Registered Notes shall be in registered form and shall be issued in the form or substantially in the form set out in Part 8 of Schedule 2, subject to the right of the Issuer to agree with the Principal Paying Agent and the Trustee to issue such Notes, Receipts, Coupons and Talons in a different form, shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the Conditions may be incorporated by reference into such Definitive Registered Notes unless not permitted by the relevant Stock Exchange (if any), or the Definitive Registered Notes shall be endorsed with or have attached thereto the Conditions, and, in either such case, the Definitive Registered Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Registered Notes shall pass upon the registration of transfers in the register kept by the Registrar in respect thereof in accordance with the provisions of the Agency Agreement and these presents.
• (c) The Definitive Notes, Receipts, Coupons and Talons shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and the Definitive Notes shall be authenticated by or on behalf of the Principal Paying Agent (in the case of the Definitive Bearer Notes) or the Registrar (in the case of Definitive Registered Notes). The Definitive Notes, Receipts, Coupons so executed shall upon authentication of the relevant Definitive Notes be binding and valid obligations of the Issuer. No Definitive Bearer Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Bearer Note, Receipt or Coupon and no Definitive Registered Note shall be binding or valid until such Definitive Bearer Note or Definitive Registered Note (as the case may be) shall have been executed and authenticated as aforesaid. No Bearer Note may be exchanged for a Registered Note or vice versa.

3.4 Facsimile signatures

The Issuer may use the facsimile signature of any person who at the date such signature is affixed to a Note is duly authorised by the Issuer notwithstanding that at the time of issue of any of the Notes he may have ceased for any reason to be so authorised.

3.5 Persons to be treated as Noteholders

Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the Guarantors, the Trustee, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents (notwithstanding any notice to the contrary and whether or not it is overdue and notwithstanding any notation of ownership or writing thereon or notice of any previous loss or theft thereof) (a) for the purpose of making payment thereon or on account thereof shall deem and treat the bearer of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note, Receipt, Coupon or Talon and the registered holder of any Registered Global Note or Definitive Registered Note as the absolute owner thereof and of all rights thereunder free from all encumbrances, and shall not be required to obtain proof of such ownership or as to the identity of the bearer or, as the case may be, the registered holder and (b) for all other purposes may deem and treat:

• (i) the bearer of any Definitive Bearer Note, Receipt, Coupon or Talon and the registered holder of any Definitive Registered Note; and
• (ii) each person for the time being shown in the records of Euroclear or Clearstream, Luxembourg or such other additional or alternative clearing system approved by the Issuer, the Trustee, the Principal Paying Agent, and, where applicable, the Registrar or as may otherwise be specified in the applicable Pricing Supplement as having a particular nominal amount of Notes credited to his securities account,

as the absolute owner thereof free from all encumbrances and shall not be required to obtain proof of such ownership (other than, in the case of any person for the time being so shown in such records, a certificate or letter of confirmation signed on behalf of Euroclear or Clearstream, Luxembourg or any other form of record made by any of them) or as to the identity of the bearer of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note, Receipt, Coupon or Talon or of the registered holder of any Registered Global Note or Definitive Registered Note.

3.6 Reliance on Certification of a Clearing System

The Trustee may call for any certificate or other document to be issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes represented by a Global Note standing to the account of any person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EUCLID or Clearstream, Luxembourg's Cedcom system) in accordance with its usual procedures and in which the holder of a particular principal amount of Notes is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic or accurate.

4. FEES, DUTIES AND TAXES

The Issuer will pay any stamp, issue, registration, documentary and other fees, duties and taxes, including interest and penalties, payable in any relevant jurisdiction on or in connection with (i) the execution and delivery of these presents and (ii) the constitution and original issue of the Notes, the Receipts and the Coupons and (iii) any action taken by or on behalf of the Trustee or (where permitted under these presents so to do) any Noteholder, Receiptholder or Couponholder to enforce the obligations of the Issuer or any Guarantor under this Trust Deed, the Guarantee, the Notes, the Receipts and/or the Coupons, or (in the case of the Trustee only) to resolve any doubt concerning these presents, the Guarantee, the Notes, the Receipts and/or the Coupons.

For the avoidance of doubt, the Trustee shall not be liable for (a) payment of any stamp, issue, registration, documentary and other fees, duties or taxes, including interest and penalties, payable in any jurisdiction on or in connection with (i) execution and delivery of these presents or (ii) the constitution and original issue of the Notes, the Receipts and the Coupons, regardless that any such payment should be payable in any jurisdiction, (b) determining whether the Issuer, any Guarantor or any Noteholder is liable to pay any such fees, taxes or duties, (c) determining the amount of any such fees, taxes or duties, and (d) any Liabilities as a result of non-payment of any such fees, taxes or duties.

5. COVENANT OF COMPLIANCE

The Issuer and the Guarantors covenant with the Trustee that they will comply with and perform and observe all the provisions of these presents which are expressed to be binding on them. The Conditions shall be binding on the Issuer, the Guarantors, the Noteholders, the Receiptholders and the Couponholders. The Trustee shall be entitled to enforce the obligations of the Issuer and the Guarantors under the Notes, the Receipts and the Coupons (including, without limitation, enforcing the obligations of the Guarantors under the Guarantee) as if the same were set out and contained in this Trust Deed, which shall be read and construed as one document with the Notes, the Receipts and the Coupons. The Trustee will hold the benefit of this covenant upon trust for itself and the Noteholders, the Receiptholders and the Couponholders according to its and their respective interests.

6. CANCELLATION OF NOTES AND RECORDS

• 6.1 The Issuer shall procure that:
• (i) all Notes which have been redeemed;
• (ii) all Notes which have been purchased and surrendered for cancellation by or on behalf of the Issuer, any Guarantor or any of their respective Subsidiaries;
• (iii) all Notes which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 11;
• (iv) all Notes which have been exchanged as provided in these presents (together in each case, in the case of Definitive Registered Notes, with all unmatured Receipts and Coupons attached thereto or delivered therewith);
• (v) all Receipts and Coupons which have been paid in accordance with the Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 11; and
• (vi) all Talons exchanged in accordance with the Conditions,

shall forthwith be cancelled by or on behalf of the Issuer and a certificate stating:

• (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amounts in respect of Receipts and Coupons which have been paid;
• (b) the serial numbers of such Notes in definitive form and Receipts distinguishing between Bearer Notes and Registered Notes;

• (c) the total numbers (where applicable, of each denomination) by maturity date of such Notes, Receipts and Coupons;

• (d) the aggregate amount of interest paid (and the due dates of such payments) on Global Notes and/or Definitive Registered Notes;

• (e) the serial numbers of such Notes in definitive form and, in the case of Definitive Bearer Notes, the total number (where applicable, of each denomination) by maturity date of the Receipts, Coupons and Talons attached thereto or surrendered therewith;
• (f) the aggregate nominal amounts of Notes and Receipts and the aggregate amounts in respect of Coupons which have been so surrendered and replaced and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons; and
• (g) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons, shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event within four months after the date of any such redemption, purchase, payment, exchange or replacement (as the case may be) takes place. The Trustee may accept such certificate as conclusive evidence of redemption, purchase, exchange or replacement pro tanto of the Notes or payment of interest thereon or exchange of the Talons respectively and of cancellation of the relative Notes and Coupons.
• 6.2 The Issuer shall procure (i) that the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons issued by it (other than serial numbers of Receipts and Coupons) and of their redemption, cancellation, payment or exchange (as the case may be) and of all replacement notes, receipts, coupons or talons issued in substitution or lost, stolen, mutilated, defaced or destroyed Notes, Receipts, Coupons or Talons and (ii) that such records shall be made available to the Trustee at all reasonable times during normal business hours in the city of the specified office of the Principal Paying Agent.

7. ENFORCEMENT

• 7.1 The Trustee may at any time, at its discretion and without notice, take such proceedings and/or other steps as it may think fit against or in relation to the Issuer and the Guarantors to enforce their respective obligations under these presents and the Guarantee.
• 7.2 Proof that, as regards any specified Note, Receipt or Coupon, the Issuer or the Guarantors (as the case may be) has or have made default in paying any amount due in respect of such Note, Receipt or Coupon shall (unless the contrary be proved) be sufficient evidence that the same default has been made as regards all other Notes, Receipts or Coupons (as the case may be) in respect of which the relevant amount is due and payable.

8. ACTION, PROCEEDINGS AND INDEMNIFICATION

• 8.1 The Trustee shall not be bound to take any action in relation to these presents (including but not limited to the giving of any notice pursuant to Condition 10 or the taking of any proceedings and/or other steps mentioned in subclause 7.1) or take any action in relation to the Guarantee unless:
• (a) respectively directed or requested to do so:
  • (i) by an Extraordinary Resolution; or
  • (ii) in writing by the holders of at least 25 per cent. in principal amount of the Notes then outstanding; and

(b) such direction or request would not require the Trustee to do anything which in its opinion is illegal or contrary to applicable law or regulation; and

in all cases then only if it shall be indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which, in its opinion, it may render itself liable or which it may incur by so doing, and provided that the Trustee shall not be held liable for the consequences of taking or refraining from taking any such action and that the Trustee may do so without having regard to the effect of such action on individual Noteholders, Couponholders or Receiptholders.

• 8.2 Only the Trustee may enforce the provisions of these presents. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors to enforce the performance of any of the provisions of these presents unless the Trustee having become bound as aforesaid to take proceedings fails to do so within a reasonable period and such failure is continuing.
• 8.3 Only the Trustee may enforce the provisions of the Guarantee. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Guarantors to enforce the performance of any of the provisions of the Guarantee.

9. APPLICATION OF MONEYS

All moneys received by the Trustee under these presents or the Guarantee (including any moneys which represent principal, premium or interest in respect of Notes, Receipts or Coupons which have become void or in respect of which claims have become prescribed under Condition 9) shall, unless and to the extent attributable to a particular Series of the Notes, be apportioned pari passu and rateably between each Series of the Notes, and all moneys received by the Trustee under these presents or the Guarantee to the extent attributable in the opinion of the Trustee to a particular Series of the Notes or which are apportioned to such Series as aforesaid, be held by the Trustee upon trust to apply them (in each case, subject to clause 11):

• (a) First, in payment or satisfaction of all amounts then due to the Trustee and/or any Appointee;
• (b) Secondly, in or towards payment pari passu and rateably of all principal, premium (if any) and interest then due and payable but unpaid in respect of the Notes of that Series;
• (c) Thirdly, in or towards payment pari passu and rateably of all principal, premium (if any) and interest then due and payable but unpaid in respect of the Notes of each other Series;
• (d) Fourthly, in payment or satisfaction of all amounts then due to the Agents to the extent not already satisfied pursuant to subclause 9(a) above; and
• (e) Fifthly, in payment of the balance (if any) to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer, the Guarantors and any other person).

Without prejudice to this clause 9, if the Trustee holds any moneys which represent principal, premium (if any) or interest in respect of Notes which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trusts.

10. NOTICE OF PAYMENTS

The Trustee shall give notice to the relevant Noteholders in accordance with Condition 14 of the day fixed for any payment to them under clause 9. Such payment may be made in accordance with Condition 6 and any payment so made shall constitute good discharge by the Trustee.

11. INVESTMENT BY TRUSTEE

• 11.1 If the amount of the moneys at any time available for payment in respect of the Notes under clause 9 is less than 10 per cent. of the principal amount of the Notes then outstanding, the Trustee may at its discretion and pending payment invest moneys at any time available for the payment of principal, premium (if any) and interest on the Notes of any Series in some or one of the investments hereinafter authorised for such periods as it may consider expedient with power from time to time at the like discretion to vary such investments and to accumulate such investments and the resulting interest and other income derived therefrom until the investments and the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of the principal amount of the Notes then outstanding and then such investments, accumulations and funds (after deduction of, or provision for tax) shall be applied under clause 9.
• 11.2 Any moneys which under the trusts of these presents may be invested by the Trustee may be invested in the name or under the control of the Trustee in any investments or other assets in any part of the world whether or not they produce income or by placing the same on deposit in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may in its absolute discretion think fit. The Trustee may at any time vary any such investments for or into other investments or convert any moneys so deposited into any other currency and shall not be responsible for any loss resulting from any such investments or deposits, whether due to depreciation in value, fluctuations in exchange rates or interest rates or otherwise and shall not be liable for obtaining a return thereon which is less than the return which may have been obtained if the relevant investment was made in another form and/or within another institution.

12. PARTIAL PAYMENTS

Upon any payment under clause 9 (other than payment in full against surrender of a Note, Receipt or Coupon) the Note, Receipt or Coupon in respect of which such payment is made shall be produced to the Trustee or the Paying Agent or the Registrar by or through whom such payment is made and the Trustee shall or shall cause such Paying Agent or, as the case may be, the Registrar, to enface thereon a memorandum of the amount and the date of payment but the Trustee may in any particular case or generally in relation to Registered Notes dispense with such production and enfacement upon such indemnity and/or security being given as it shall think sufficient.

13. COVENANTS BY THE ISSUER

So long as any of the Notes remains outstanding (or, in the case of paragraphs (h), (i), (m), (n) and (p) of this clause 13, so long as any of the Notes, Receipts or Coupons remains liable to prescription or, in the case of paragraph (o) of this clause 13, until the expiry of a period of 30 days after the Relevant Date in respect of the payment of principal in respect of all such Notes remaining outstanding at such time), the Issuer covenants with the Trustee that it shall:

(a) at all times carry on and conduct its affairs in compliance with applicable law;

• (b) give or, where required to be given by third parties, use its best endeavours to procure to be given to the Trustee such opinions, certificates, information and evidence as the Trustee shall require and in such form as the Trustee shall require (including without limitation the procurement by the Issuer of all such certificates called for by the Trustee pursuant to subclause 15(c)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents and/or any other Programme Document or by operation of law;
• (c) at all times keep proper books of account and allow the Trustee and any accountancy firm, law firm or financial adviser (in each case of international repute) appointed by the Trustee free access to such books of account at all reasonable times during normal business hours;
• (d) send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) as soon as practicable after the issue or publication thereof;
• (e) forthwith on becoming aware of any Event of Default or any Potential Event of Default, give notice in writing to the Trustee of the occurrence of any such Event of Default or Potential Event of Default without waiting for the Trustee to take further action;
• (f) if the Issuer fails to comply with any of the applicable financial covenants in Condition 4.2 in respect of a Calculation Date, within 90 days of the relevant Calculation Date, deliver to the Trustee a certificate (signed by a director or attorney of the Issuer) confirming the financial covenant which was not complied with as at that Calculation Date and containing details of the calculation of the ratio under the relevant financial covenant;
• (g) give to the Trustee (a) within 14 days after demand by the Trustee therefor and (b) (without the necessity for any such demand) promptly after the publication of the financial statements in respect of the Group in respect of each (i) annual financial period commencing with the financial period ending 30 June 2018 and (ii) semiannual financial period commencing on the financial period ending 31 December 2018 and in any event (in the case of the annual audited financial statements) not later than 180 days after the end of each such annual financial period a certificate in or substantially in the form set out in Schedule 4 signed by one Authorised Signatory to the effect that as at a date not more than 7 days before delivering such certificate (the "certification date") there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate, the date hereof) any Event of Default or any Potential Event of Default (or if such exists or existed specifying the same and the particulars thereof) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the respects in which it has not complied;

• (h) at all times execute and do all such further documents, acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to these presents;

• (i) at all times maintain a Principal Paying Agent, Paying Agents, a Registrar and a Transfer Agent in accordance with the Conditions;

• (j) procure the Principal Paying Agent and the Registrar to notify the Trustee forthwith in the event that the Principal Paying Agent or, as the case may be, the Registrar does not, on or before the due date for any payment in respect of any of the Notes or any of the Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the requisite currency of the moneys payable on such due date on all such Notes or Coupons, as the case may be;
• (k) in the event of the unconditional payment to the Principal Paying Agent, the Registrar or the Trustee of any sum due in respect of the Notes or any of them or any of the Coupons being made after the due date for payment thereof, forthwith give or procure to be given notice to the relevant Noteholders in accordance with Condition 14 that such payment has been made;
• (l) where the Notes are listed, use its reasonable endeavours to maintain the listing of the Notes on the relevant Stock Exchange or, if it is unable to do so having used its reasonable endeavours, use its reasonable endeavours to obtain and maintain a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and shall also upon obtaining a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as shall be requisite to comply with the requirements of any such stock exchange or securities market;
• (m) give notice to the Noteholders in accordance with Condition 14 of (i) any appointment, resignation or removal of the Principal Paying Agent, other Paying Agent, Registrar or Transfer Agents (other than the appointment of the initial Principal Paying Agent, other Paying Agents, Registrar and Transfer Agents) after having obtained the prior written approval of the Trustee thereto or (ii) any change of any Paying Agent's, Registrar's or Transfer Agent's specified office, in each case (except as provided by the Agency Agreement or the Conditions) at least 30 days prior to such event taking effect; PROVIDED ALWAYS THAT, so long as any of the Notes remains outstanding or so long as any of the Notes or Coupons remains liable to prescription, in the case of the termination of the appointment of the Principal Paying Agent or the Registrar, the termination of the appointment of the Principal Paying Agent or Registrar shall not take effect until a new Principal Paying Agent or Registrar (as the case may be) has been appointed on terms (other than as to remuneration) previously approved in writing by the Trustee;

• (n) send to the Trustee, not less than 14 days prior to which any such notice is to be given, the form of every notice to be given to the Noteholders in accordance with Condition 14 and obtain the prior written approval of the Trustee in respect of, and promptly give to the Trustee two copies of, the final form of every notice to be given to the Noteholders in accordance with Condition 14 (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the FSMA of a communication within the meaning of Section 21 of the FSMA). For the avoidance of doubt, the Trustee shall not be concerned with, nor shall it be obliged or required to enquire into, the sufficiency or accuracy of the contents of such notices and shall not be liable to the Noteholders or any other person for any such approval by the Trustee or for compliance with the requirements of any relevant clearing system or exchange;

• (o) if payments of principal, premium or interest in respect of the Notes or the Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to the Tax Jurisdiction specified in the Conditions, immediately upon becoming aware thereof notify the Trustee in writing of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 8 with the substitution for (or, as the case may be, the addition to) the references therein to the Tax Jurisdiction specified in the Conditions of references to that relevant jurisdiction to whose taxing jurisdiction such payments have become subject as aforesaid, such supplemental trust deed also (where applicable) to modify Condition 8 so that such Condition shall make reference to the other or additional territory, any political sub-division and any authority therein or thereof having power to tax;

• (p) comply with and perform all its obligations under the Agency Agreement and use its best endeavours to procure that the Agents comply with and perform all their respective obligations thereunder and under any notice given by the Trustee pursuant to subclause 2.3;
• (q) not make any amendment or modification of the Agency Agreement without the prior written approval of the Trustee and use reasonable endeavours to make such amendments to the Agency Agreement (other than as to remuneration) as the Trustee may, in its discretion, require;
• (r) in order to enable the Trustee to ascertain the principal amount of Notes of each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in clause 1.1, deliver to the Trustee forthwith upon being so requested in writing by the Trustee, and in any event within 14 days of any such request, a certificate in writing signed by one Authorised Signatory of the Issuer setting out the total number and aggregate principal amount of Notes of each Series which:
• (i) up to and including the date of such certificate have been purchased by the Issuer, any of the Guarantors or any of their respective Subsidiaries and cancelled; and
• (ii) are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer, any of the Guarantors or any of their respective Subsidiaries;
• (s) (i) make available for inspection at its registered office; and (ii) procure that the Principal Paying Agent makes available for inspection by Noteholders, Receiptholders and Couponholders at its specified office, at all reasonable times during normal business hours copies of these presents, the Agency Agreement, the Programme Agreement, the Guarantee, the latest offering circular relating to the Programme, the Memorandum and Articles of the Issuer, the Constitution and the then latest audited annual financial statements (if any) of the Group and the most recent unaudited interim financial statements (if any) of the Group;
• (t) promptly provide the Trustee with copies of the Programme Agreement and all supplements and/or amendments and/or restatements of the Programme Agreement;
• (u) if, in accordance with the provisions of the Conditions, interest in respect of Bearer Notes denominated in U.S. dollars becomes payable at the specified office of any

Paying Agent in the United States of America, promptly give notice thereof to the Noteholders in accordance with Condition 14;

• (v) prior to making any modification or amendment or supplement to these presents, procure the delivery of (a) legal opinion(s) as to English and any other relevant law, addressed to the Trustee, dated the date of such modification or amendment or supplement, as the case may be, and in form and substance acceptable to the Trustee from legal advisers acceptable to the Trustee;
• (w) give notice in writing to the Trustee of the proposed redemption of the Notes of any Series at least five business days prior to the giving of any notice of redemption in respect of such Notes pursuant to Condition 14; and
• (x) at all times use reasonable endeavours to minimise taxes and any other costs arising in connection with its payment obligations in respect of the Notes.

14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE

• 14.1 The Issuer (failing which the Guarantors) shall pay to the Trustee, by way of remuneration for its services as trustee of these presents, such amount as shall be agreed from time to time by exchange of letters between the Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if, upon due presentation of any Note, Receipt or Coupon or any cheque, payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made.
• 14.2 In the event of the occurrence of an Event of Default or Potential Event of Default or if the Trustee is notified that such an event has occurred, the Issuer (failing which the Guarantors) shall pay the Trustee additional remuneration calculated at the Trustee's normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or the Trustee is requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, the Agency Agreement, the Notes, the Receipts and/or the Coupons, the Issuer (failing which the Guarantors) shall pay to the Trustee such additional remuneration as shall be agreed between them.
• 14.3 The Issuer (failing which the Guarantors) shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of the remuneration and any sums payable to the Trustee under this clause 14.
• 14.4 In the event of the Trustee and the Issuer failing to agree:
• (a) (in a case to which subclause 14.1 above applies) upon the amount of the remuneration; or
• (b) (in a case to which subclause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, the Guarantee, the Agency Agreement, the Notes, the Receipts and/or the Coupons, or upon such additional remuneration payable as contemplated in the second sentence thereof,

such matters shall be determined by a merchant bank or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant bank or investment bank being payable by the Issuer (failing which the Guarantors)) and the determination of any such merchant bank or investment bank shall be final and binding upon the Trustee, the Issuer, the Guarantors and the Noteholders and Couponholders.

• 14.5 The Issuer unconditionally and irrevocably covenants and undertakes to indemnify the Trustee, its officers, directors and employees and every Appointee (each an "indemnified party") in full at all times against any and all Liabilities incurred (to the extent such indemnified party has not already been paid or indemnified in respect of such Liabilities under subclauses 14.1, 14.2 or 14.3), including without limitation Expenses which may be paid or incurred by such indemnified party as a result or in connection with this Trust Deed, the Guarantee, the Agency Agreement, the Procedures Memorandum, the Notes, the Receipts and/or the Coupons and their appointment or involvement hereunder or the preparation and execution or purported execution or the exercise of any of their trusts, powers, duties, authorities or discretions hereunder or the taking of any acts in accordance with the terms of these presents or any other Programme Document or its usual practice or their functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any other Programme Document or any such appointment, as well as Liabilities paid or incurred by an indemnified party for the purposes of disputing or defending against or investigating any claim or liability with respect to any of the foregoing, provided that this indemnity shall not apply in respect of an indemnified party to the extent but only to the extent that a court of competent jurisdiction determines that such Liabilities incurred or suffered by or brought against such indemnified party arises directly from the fraud, wilful misconduct or gross negligence of such indemnified party. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Trustee or the termination of this Trust Deed. The Contracts (Rights of Third Parties) Act 1999 shall apply to this subclause 14.5.
• 14.6 All amounts payable pursuant to subclause 14.5 above and subclause 14.7 below shall be payable by the Issuer (failing which the Guarantors) on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall carry interest at the rate of two per cent. per annum above the Trustee's cost of funds (on the date on which payment was made by the Trustee), and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from such thirtieth day or such other date specified in such demand. All remuneration payable to the Trustee shall carry interest at such rate from the due date therefor.
• 14.7 The Issuer and each Guarantor further undertakes to the Trustee that all monies payable by the Issuer or, as the case may be, the Guarantors to the Trustee under this clause 14 shall be made without set-off, counterclaim, deduction or withholding unless compelled by law and if a deduction or withholding is required by law the Issuer or, as the case may be, the Guarantors will pay such additional amounts as will result in the receipt by the Trustee or, as the case may be, any other indemnified party of the amounts which would otherwise have been payable by the Issuer or, as the case may be, the Guarantors to the Trustee or, as the case may be, any other indemnified party under this clause 14 in the absence of any such deduction or withholding.

• 14.8 The Issuer, failing which the Guarantors, will also on demand by the Trustee pay or discharge all Liabilities incurred by the Trustee in the preparation and execution of this Trust Deed, the Agency Agreement, the Guarantee, the Conditions and the other Programme Documents and the performance of its functions and the exercise of its rights,

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powers and/or discretions under this Trust Deed, the Agency Agreement, the Guarantee, the Conditions and the other Programme Documents including, but not limited to, Expenses incurred in seeking legal, financial or other advice to discharge its duties in accordance with this Trust Deed, the Agency Agreement, the Guarantee, the Conditions and the other Programme Documents, travelling expenses and any stamp, documentary or other taxes or duties paid or payable by the Trustee in connection with any action of legal proceedings brought or contemplated by the Trustee against the Issuer to enforce any provision of this Trust Deed, the Agency Agreement, the Guarantee, the Conditions and the other Programme Documents.

• 14.9 Unless otherwise specifically stated in any discharge of these presents the provisions of this clause 14 shall continue in full force and effect notwithstanding such discharge and shall survive the resignation or removal of the Trustee or the termination of this Trust Deed.
• 14.10 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents, the Agency Agreement, the Guarantee or any other Programme Document have been incurred or to allocate any such Liabilities between the Notes of any Series.
• 14.11 In order to comply with applicable tax laws, rules and regulations (inclusive of any current or future laws, rules, regulations, intergovernmental agreements, directives, guidelines and interpretations thereof promulgated by competent authorities) in effect from time to time ("Applicable Law") that a foreign financial institution, issuer, trustee, paying agent, holder or other party is or has agreed to be subject to related to this Trust Deed, the Agency Agreement, the Guarantee, the Notes, the Coupons, the Receipts and any related transaction documents, (i) the Issuer and each Guarantor shall provide to the Trustee sufficient information about Noteholders and other applicable parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law, and (ii) the Issuer, failing which the Guarantors, shall hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The Trustee shall be entitled to make any withholding or deduction from payments under the Programme Documents and/or the Notes, Coupons and Receipts and any related transaction documents to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability, and the Trustee shall itself not be obliged to gross up or pay any additional sums as a result of such withholding or deduction.

15. SUPPLEMENT TO TRUSTEE ACTS

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of these presents shall constitute a restriction or exclusion for the purposes of that Act. The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is expressly declared as follows:

(a) The Trustee may engage and consult, at the expense of the Issuer, with any lawyer, valuer, accountant, auditor, surveyor, banker, broker, auctioneer or other expert. The Trustee may in relation to these presents, the Guarantee, the Agency Agreement, the Procedures Memorandum, the Notes, the Receipts and/or the Coupons, act or rely on the advice or opinion of or any information obtained from any lawyer, valuer, auditor, accountant, surveyor, banker, broker, auctioneer or other expert whether obtained by the Issuer, the Trustee or otherwise, whether or not addressed to the Trustee, and notwithstanding that such advice or opinion may be provided subject to a monetary or other limitation on liability, and the Trustee and each of its respective directors, officers, employees and duly appointed Appointees shall be protected and shall not be responsible for any Liability occasioned in respect of any action taken, or omitted to be done or suffered to be taken in accordance with such advice, opinion or information.

• (b) Any such advice, opinion or information may be sent or obtained by letter, telex, telegram, facsimile transmission, electronic mail or cable and the Trustee shall not be liable for acting on any advice, opinion or information purporting to be conveyed by any such letter, telex, telegram, facsimile transmission, electronic mail or cable although the same shall contain some error or shall not be authentic.
• (c) The Trustee may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing a certificate signed by (i) any one Authorised Signatory, (ii) any person who is a Director or Secretary of a Guarantor or (iii) any persons who have been notified by a Guarantor in writing to the Trustee as being duly authorised to sign documents and to do such other acts and things on behalf of such Guarantor for the purposes of this Trust Deed (and in each case, whose specimen signatures have been provided to the Trustee and the Principal Paying Agent pursuant to subclause 22.11 of the Agency Agreement), and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by it or any other person acting on such certificate.
• (d) The Trustee shall be at liberty to hold these presents and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Trustee to be of good repute and the Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit.
• (e) The Trustee shall not be responsible for the receipt or application of the proceeds of the issue of any of the Notes by the Issuer, the exchange of any Global Note for another Global Note or Definitive Notes, the delivery of any Global Note or Definitive Notes to the person(s) entitled to it or them.

• (f) The Trustee shall not be bound to give notice to any person of the execution of any documents comprised or referred to in these presents or to take any steps to ascertain whether any Event of Default or any Potential Event of Default has happened and, until an officer of the Trustee with day to day responsibility for administration of the trusts established under these presents shall have actual knowledge or the Trustee shall have express written notice pursuant to these presents to the contrary, it shall be entitled to assume (i) that no Event of Default or Potential Event of Default has happened and (ii) that the Issuer and each Guarantor and each other party to the Programme Documents, this Trust Deed and any other transaction documents is properly observing and performing all its respective obligations under these presents, the Notes, the Receipts and the Coupons and (iii) that the Issuer and each Guarantor and each such other party to the Programme Documents is observing and performing all of its obligations (if any) hereunder and thereunder, and the Trustee shall not be responsible to Noteholders or any other person for any loss arising from so assuming.

• (g) Whenever in these presents, the Guarantee, the Notes, the Agency Agreement or by law the Trustee shall have discretion or permissive power, it may decline to exercise the same in the absence of approval, request or direction of the Noteholders and shall not be responsible for any Liability incurred by any person as a result of any delay in exercising any such discretion or power where it is seeking such approval or directions or in the event of non-exercise of such discretion or power in the absence of any such approval or directions. The Trustee may determine whether or not an Event of Default or Potential Event of Default is in its opinion capable of remedy and/or is not materially prejudicial to the interests of the holders of the Notes. Any such determination will be conclusive and binding on the Issuer, the Guarantors, the Noteholders, the Couponholders and the Receiptholders. Save as expressly otherwise provided in these presents, the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, powers, authorities and discretions under these presents, the Guarantee, the Notes, the Agency Agreement, the other Programme Documents and by law (the exercise or non-exercise of which as between the Trustee and the Noteholders, Receiptholders and Couponholders shall be conclusive and binding on the Noteholders, Receiptholders and Couponholders), and the Trustee shall not be responsible for any Liability which may result from, and need not have regard to the effect on individual Noteholders, Couponholders or Receiptholders as a result of, their exercise or non-exercise and in particular the Trustee shall not be bound to act at the request or direction of the Noteholders or otherwise under any provision of these presents, the Guarantee, the Notes, the Agency Agreement and/or the other Programme Documents or to take at such request or direction or otherwise any other action under any provision of these presents, the Guarantee, the Notes, the Agency Agreement and/or the other Programme Documents, without prejudice to the generality of subclause 8.1, unless it shall first be indemnified and/or secured and/or pre-funded to its satisfaction against all Liabilities to which in its opinion it may render itself liable or which it may incur by so doing.

• (h) The Trustee shall not be liable to any person by reason of having acted upon any Extraordinary Resolution or other resolution in writing or any Extraordinary Resolution or other resolution purporting to have been passed at any meeting of Noteholders of all or any Series in respect whereof minutes have been made and signed or any Extraordinary Resolution or other resolution passed by way of electronic consents received through the relevant clearing system(s) in accordance with these presents or any direction or request of holders of Notes of all or any Series even though subsequent to its acting it may be found that there was some defect in the constitution of the meeting or the passing of the resolution or (in the case of a resolution in writing) that not all such Noteholders had signed the resolution or (in the case of a direction or request) it was not signed by the requisite number of Noteholders or (in the case of a resolution passed by electronic consents received through the relevant clearing system(s)) it was not approved by the requisite number of Noteholders or that for any reason the resolution, direction or request was not valid or binding upon such Noteholders and the relative Receiptholders and Couponholders.
• (i) The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any Note, Receipt or Coupon purporting to be such and subsequently found to be forged or not authentic nor shall it be liable for any action taken or omitted to be taken in reliance on any document, certificate, information or communication believed by it to be genuine and to have been presented or signed by the proper parties. For the avoidance of doubt, the

Trustee shall not be under any obligation to investigate whether a Note, Receipt or Coupon is authentic or not.

(j) Any consent or approval given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in these presents may be given retrospectively. The Trustee may give any consent or approval, exercise any power, authority or discretion or take any similar action (whether or not such consent, approval, power, authority, discretion or action is specifically referred to in these presents) if it is satisfied that the interests of the Noteholders will not be materially prejudiced thereby. For the avoidance of doubt, the Trustee shall not have any duty to the Noteholders in relation to such matters other than that which is contained in the preceding sentence.

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• (k) The Trustee shall not (unless and to the extent ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder, Receiptholder or Couponholder any information (including, without limitation, information of a confidential, financial or price sensitive nature) made available to the Trustee by the Issuer or the Guarantors or any other person in connection with these presents and no Noteholder, Receiptholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information.

• (l) Where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be specified by the Trustee in its absolute discretion but having regard to current rates of exchange, if applicable. Any rate, method and date so specified shall be binding on the Issuer, the Guarantors, the Noteholders, the Receiptholders and the Couponholders. The Trustee shall not be liable to any Noteholder or Couponholder, the Issuer, any Guarantor or any other person in respect of any currency conversion effected as contemplated in this subclause 15(l).
• (m) The Trustee as between itself and the Noteholders, Receiptholders and Couponholders may determine all questions and doubts arising in relation to any of the provisions of these presents and any other Programme Document. Every such determination, whether or not relating in whole or in part to the acts or proceedings of the Trustee, shall be conclusive and shall bind the Noteholders, Receiptholders and the Couponholders.
• (n) In connection with the exercise by it of any of its trusts, powers, authorities and discretions under these presents (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class and shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof, and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, any Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to

the extent already provided for in Condition 8 and/or any undertaking given in addition thereto or in substitution therefor under these presents.

• (o) Any trustee of these presents being a banker, lawyer, accountant, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm in connection with the trusts of these presents and also any incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm in connection with matters arising in connection with these presents.
• (p) The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of these presents or not) all or any of its trusts, powers, authorities and discretions under these presents. Such delegation may be made upon such terms (including power to sub-delegate) and subject to such conditions and regulations as the Trustee may in the interests of the Noteholders think fit. Provided the Trustee exercises due care in the selection of such delegate or any sub-delegate, the Trustee shall not be under any obligation to monitor or supervise the proceedings or acts of any such delegate or sub-delegate and shall not be in any way responsible for any Liability incurred by such delegate or subdelegate by reason of any act, omission, misconduct or default on the part of any such delegate or sub-delegate.
• (q) The Trustee may in the conduct of the trusts of these presents instead of acting personally employ and pay an agent (whether being a lawyer or other professional person) to transact or conduct, or concur in transacting or conducting, any business and to do, or concur in doing, all acts required to be done in connection with these presents (including the receipt and payment of money). Provided the Trustee exercises due care in the selection of such agent, the Trustee shall not be in any way responsible for any Liability incurred by reason of any act, omission, misconduct or default on the part of any such agent and shall not be bound to monitor or supervise the proceedings or acts of any such agent.
• (r) The Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trusts constituted by these presents as the Trustee may determine, including for the purpose of depositing with a custodian these presents or any document relating to the trusts constituted by these presents. Provided the Trustee exercises due care in the selection of such custodian or nominee, the Trustee shall not be responsible for any Liability incurred by reason of the act, misconduct, omission or default on the part of any person appointed by it hereunder and shall not be bound to monitor or supervise the proceedings or acts of such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer.
• (s) The Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of any Programme Documents or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto.
• (t) The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to the Notes or any series thereof or for

checking or commenting upon the content of any such legal opinion and shall not be responsible or liable to any Person for any Liability incurred thereby.

• (u) Subject to the requirements, if any, of the relevant Stock Exchange, any corporation into which the Trustee shall be merged or converted or with which it may be consolidated or any company resulting from any such merger, conversion or consolidation, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be a party hereto and shall be the Trustee under these presents without executing or filing any paper or document or any further act on the part of the parties thereto.
• (v) The Trustee shall not be bound to take any action in connection with these presents or any related document or any obligations arising pursuant thereto, including, without prejudice to the generality of the foregoing, forming any opinion or employing any financial adviser, where it is not satisfied that the Issuer will be able to indemnify and/or secure it against all Liabilities which may be incurred in connection with such action and may demand prior to taking any such action that there be paid to it in advance such sums as it in its opinion considers (without prejudice to any further demand) shall be sufficient so to indemnify and/or secure it and on such demand being made the Issuer shall be obliged to make payment of all such sums in full.
• (w) No provision of these presents, the Notes, the Guarantee, the Agency Agreement or any other Programme Document shall require the Trustee to do anything which may in its opinion (i) be illegal or contrary to (1) applicable laws or regulations of any jurisdiction, or (2) any directive, regulation or fiscal requirement of any agency or any state, or (3) the rules, operating procedures or market practice of the relevant Stock Exchange or other market or clearing system; (ii) cause it to expend or risk its own funds or otherwise incur any Liability in the performance of any of its duties or in the exercise of any of its rights, powers or discretions if it believes that repayment of such funds or adequate indemnity and/or security and/or pre-funding against such risk or Liability is not assured to it; and the Trustee may do anything which is, in its opinion, necessary to comply with any of the foregoing.
• (x) Unless notified to the contrary, the Trustee shall be entitled to assume without enquiry (other than requesting a certificate pursuant to subclause 13(r)) that no Notes are held by, for the benefit of, or on behalf of, the Issuer or any Guarantor or any of their respective Subsidiaries.
• (y) The Trustee shall have no responsibility whatsoever to the Issuer, any Guarantor or any Noteholder, Receiptholder or Couponholder or any other person for the maintenance of or failure to maintain any rating of any of the Notes of any Series by any rating agency.

• (z) Any certificate or report of the Auditors or any other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these presents or any other Programme Documents may be relied upon by the Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Trustee or any other person in connection therewith contains a monetary or other limit on the liability of the Auditors or such other person in respect thereof and notwithstanding that the scope and/or basis of such certificate or report may be limited by any engagement or similar letter or by the terms of the certificate or report itself.

• (aa) The Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in any of the Programme Documents or any other agreement or document relating to the transactions contemplated in these presents or under such other agreement or document and shall be entitled to assume the accuracy and correctness thereof or for the execution, legality, effectiveness, adequacy, genuineness, validity or enforceability or admissibility in evidence of any such agreement or other document or any security constituted thereby or pursuant thereto. Notwithstanding the generality of the foregoing, each party to the Programme Documents or any other transaction documents and each Noteholder, Receiptholder and Couponholder shall be solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Issuer, the Guarantors and any of their respective Subsidiaries and the Trustee shall not at any time have any responsibility for the same or for monitoring or supervising the function or performance (including without limitation the financial performance) of any party to this Trust Deed, the other Programme Documents or any other transaction documents, and each Noteholder, Receiptholder and Couponholder shall not rely on the Trustee in respect thereof, and the Trustee shall not be responsible or liable to Noteholders, the Issuer, the Guarantors or any other person for any loss arising from not doing any of the foregoing.

• (bb) The Trustee shall not be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in accordance with the provisions of these presents or any other Programme Document or in accordance with any Extraordinary Resolution or the instructions or directions of the Noteholders.
• (cc) The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Issuer, any Guarantor or any of their respective Subsidiaries or any sale or transfer of all or substantially all of the assets of the Issuer or any Guarantor or any of their respective Subsidiaries or the form or substance of any plan relating thereto or the consequences thereof to any Noteholder, Receiptholder or Couponholder.
• (dd) The Trustee shall not be liable or responsible for the publication of any notice published by any party other than the Trustee in connection with the Notes and shall only be responsible for any notices published by the Trustee to the extent that a court of competent jurisdiction determines that the Trustee's gross negligence, fraud or wilful misconduct was the direct and primary cause of any loss incurred in connection with the publication of such notice.
• (ee) Nothing in these presents shall require the Trustee to assume any obligation of the Issuer or any Guarantor arising under any provision of the listing, prospectus, disclosure or transparency rules of the relevant Stock Exchange (or equivalent rules of any other applicable competent authority).
• (ff) Notwithstanding the general exclusion of liability under subclause 17.3, in the event that the Issuer fails to deliver to the Trustee the certificate referred to in subclause 13(r) or delivers such certificate but is unable to confirm the total number and aggregate principal amount of Notes of each Series which:
• (i) up to and including the date of such certificate have been purchased by the Issuer, any Guarantor or any of their respective Subsidiaries and cancelled; and

(ii) are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer, any Guarantor or any of their respective Subsidiaries,

the Trustee shall not be liable or responsible for any Liabilities which may result from any determination it makes as to the principal amount of Notes of each Series outstanding for any of the purposes referred to in the proviso to the definition of "outstanding" in subclause 1.1.

• (gg) The Bank of New York Mellon Corporation is a global financial organisation that operates in and provides services and products to clients through its affiliates, branches, representative offices and/or subsidiaries located in multiple jurisdictions (collectively, the "BNY Mellon Group" and each a "BNY Mellon Entity"). The BNY Mellon Group may: (i) use and/or centralise in one or more BNY Mellon Entity in connection with its performance of the services provided and any other obligations under this Trust Deed and in certain other activities (the "Centralised Functions"), including, without limitation, audit, accounting, tax, administration, risk management, credit, legal, compliance, operation, sales and marketing, product communication, relationship management, information technology, records and data storage, performance measurement, data aggregation and the compilation and analysis of information and data regarding the Issuer and the Guarantors (which, for purposes of this provision, includes the name and business contact information for the employees and representatives of the Issuer and/or any one or more of the Guarantors and any personal data) and the accounts established pursuant to this Trust Deed ("Your Information"); and (ii) use third party service providers to store, maintain and process Your Information ("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Trust Deed and solely in connection with the Centralised Functions and/or Outsourced Functions, each of the Issuer and the Guarantors consents to the: (i) collection, use and storage of, and authorises the BNY Mellon Group to collect, use and store, Your Information within relevant jurisdictions; and (ii) disclosure of, and authorises the BNY Mellon Group to disclose, Your Information to: (A) any other BNY Mellon Entity (and their respective officers, directors and employees); and to (B) third-party service providers (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Your Information. In addition, the BNY Mellon Group may aggregate Your Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Your Information with the Issuer or the Guarantors specifically. Each of the Issuer and the Guarantors represents that it is authorised to consent to the foregoing. Each of the Issuer and the Guarantors also consents to the disclosure of Your Information to governmental, tax, regulatory, law enforcement and other authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law, rule, or guideline (including any tax and swap trade data reporting regulations).
• (hh) The Issuer and each Guarantor hereby waives, in favour of the Trustee, any conflict of interest which may arise by virtue of the Trustee and its affiliates (together, the "Trustee Parties") acting in various capacities under this Trust Deed, the Agency Agreement and the other Programme Documents or for other customers of the Trustee. The Issuer acknowledges that the Trustee Parties may have interests in, or may be providing or may in the future provide financial or other services to, other parties with interests which the Issuer or any Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Issuer or any Guarantor), other than as a result of the Trustee acting as Trustee hereunder, that the Trustee Parties may not be entitled

to share with the Issuer and/or the Guarantors. The Trustee will have and will comply with internal policies and procedures to ensure that any conflicts of interest are appropriately managed and that confidential information derived from one engagement is not shared with or accessible by personnel engaged on any conflicting engagement. Without limitation, the Trustee will not disclose (without the Issuer's and the Guarantors' consent) confidential information obtained from the Issuer or any Guarantor to any of the Trustee Parties' other customers nor will the Trustee disclose confidential information to the Issuer or any Guarantor which the Trustee Parties have obtained from any other customer. Without prejudice to (and subject to compliance with) the foregoing, the Issuer and the Guarantors agree that the Trustee Parties may deal (whether for their own or their respective customers' account) in, or advise on, securities of any party and that such dealing or giving of advice, will not constitute a conflict of interest under the Programme Documents.

• (ii) The parties hereto, other than the Trustee, acknowledge that the Trustee incurs its obligations under the Programme Documents solely in its capacity as Trustee of the relevant trusts created pursuant to the Programme Documents and that the Trustee will cease to have any obligation under the Programme Documents if the Trustee ceases for any reason to be Trustee of the relevant trusts created pursuant to the Programme Documents.
• (jj) The Trustee is entitled to request and rely on information, reports, confirmations and affirmations provided privately or issued publically by any rating agency, whether or not addressed to the Trustee, on the rating of any of the Notes and/or the Issuer or any Guarantor.
• (kk) Notwithstanding anything contained in the Programme Documents and the Conditions, to the extent required by any applicable law, if the Trustee is required to make any deduction or withholding from any distribution or payment made by it hereunder or if the Trustee is otherwise charged to, or may become liable to, tax as a consequence of performing its duties and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatever nature and whensoever made upon the Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled hereunder or any Notes or Coupons or Receipts from time to time representing the same, including any income or gains arising therefrom, or any action of the Trustee in or about the administration of the trusts hereof or otherwise, in any case other than any tax generally payable by the Trustee on its income, then the Trustee shall be entitled to make such deduction or withholding or (as the case may be) to retain out of sums received by it in respect of the Programme Documents an amount sufficient to discharge any liability to tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to tax from the funds held by the Trustee on trust hereunder, and shall not itself be liable to gross up or pay any additional amount as a result of any such withholding or deduction or retention.

• (ll) The Trustee shall not be obliged to publish or approve the form of any notice published in connection with the Programme Documents or the Conditions and in the event that the Trustee agrees to publish or approve the form of such a communication, it shall be entitled to request that it be provided with such evidence as it may require that such communication may be lawfully issued or received in any jurisdiction and may further or as an alternative request that the Issuer shall procure that the communication concerned is issued or approved for issue by a person authorised to do so in such jurisdiction.

• (mm) The Trustee may rely upon and comply with communications, instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods (but excluding on-line communications systems covered by a separate agreement (such as the Inform or CA\$H-Register Plus system)) ("Electronic Methods") by persons believed by it to be authorised to deliver or give communications, instructions and directions on behalf of the Issuer or, as the case may be, any Guarantor. The Trustee shall not have any duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised to deliver communications or give instructions or directions on behalf of the Issuer or any Guarantor (other than to verify that the signature on a facsimile is the signature of a person authorised to deliver communications or give instructions and directions on behalf of the Issuer or, as the case may be, such Guarantor) and shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer, the Guarantors, the Noteholders or any other person as a result of such reliance upon or compliance with such communications, instructions or directions. The Issuer and the Guarantors each agree to assume all risks arising out of the use of Electronic Methods to submit, deliver or give communications, instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorised communications, instructions or directions, and the risk of interception and misuse by third parties. The Issuer and the Guarantors each agree that the indemnity set out in subclause 14.5 shall apply in respect of any loss or liability suffered by the Trustee as a result of acting upon communications, instructions and directions sent by Electronic Methods.

• (nn) The Trustee shall be obliged to perform such duties, and only such duties, as are specifically set forth in these presents and the other Programme Documents, and no implied duties or obligations shall be read into these presents or such documents against the Trustee.

16. ANTI MONEY LAUNDERING

The Trustee may take and instruct any agent or delegate to take any action which it in its sole discretion considers appropriate so as to comply with any applicable law, regulation, request of a public or regulatory authority or any policy of The Bank of New York Mellon (including but not limited to know your client and other compliance policies) which relates to the prevention of fraud, money laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons or entities. Such action may include but is not limited to the interception and investigation of transactions on the Issuer's, any Guarantor's or any Noteholder's accounts (particularly those involving the international transfer of funds) including the source of the intended recipient of funds paid into or out of the Issuer's, any Guarantor's or any Noteholder's accounts. In certain circumstances, such action may delay or prevent the processing of the depositor's instructions, the settlement of transactions over the Issuer's, any Guarantor's or any Noteholder's accounts, or the Trustee's performance of its obligations under these presents. Neither the Trustee nor any agent or delegate will be liable for any loss (whether direct or consequential and including, without limitation, loss of profit or interest) caused in whole or in part by any actions which are taken by the Trustee or any agent or delegate pursuant to this clause 16.

17. TRUSTEE'S LIABILITY

17.1 Nothing in these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of these presents conferring on it any trusts, powers, authorities or discretions indemnify the Trustee against any liability for its gross negligence, wilful misconduct or fraud in relation to its duties under these presents.

• 17.2 Notwithstanding any other term or provision of this Trust Deed or any other Programme Document to the contrary, the Trustee shall not be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever including but not limited to punitive damages, loss of business, goodwill, reputation, opportunity or profits, whether or not foreseeable, even if the Trustee is actually aware of or has been advised of the likelihood of such special, punitive, indirect or consequential loss or damages of any kind and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. The provisions of this subclause 17.2 shall survive the termination or expiry of this Trust Deed or the resignation or removal of the Trustee.
• 17.3 The Trustee shall not be liable to the Noteholders, the Guarantors or the Issuer for any action taken or omitted by it other than to the extent that a court of competent jurisdiction determines that the Trustee's own gross negligence, fraud or wilful misconduct was the direct cause of any loss to the Noteholders, the Guarantors or the Issuer.
• 17.4 Notwithstanding anything to the contrary in this Trust Deed, the Agency Agreement or any other Programme Document, the Trustee shall not in any event be liable for any failure or delay in the performance of its obligations or the exercise of its rights and powers hereunder or under any other Programme Document if it is prevented from so performing its obligations or exercising its rights and powers by any reason which is beyond the control of the Trustee, including, without limitation, any existing or future law or regulation, any existing or future act of governmental authority, act of God, flood, war whether declared or undeclared, terrorism, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure or failure of any SWIFT or money transmission system.

18. TRUSTEE CONTRACTING WITH THE ISSUER OR THE GUARANTORS

Neither the Trustee nor any director, employee or officer or holding company, subsidiary or associated company of a corporation acting as a trustee under these presents shall by reason of its or his fiduciary position be in any way precluded from:

• (a) entering into or being interested in any contract or financial or other transaction or arrangement with the Issuer or any Guarantor or any person or body corporate associated with the Issuer or any Guarantor (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities or financial advice to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with, or acting as paying agent, registrar, transfer agent, calculation agent or in any other agency role in respect of, the Notes (or the Coupons, Receipts or Talons) or any other notes, bonds, stocks, shares, debenture stock, debentures or other securities of, the Issuer, any Guarantor or any person or body corporate associated as aforesaid); or
• (b) accepting or holding the trusteeship of any other trust deed constituting or securing any other securities issued by or relating to the Issuer, the Guarantors or any such person or body corporate so associated or any other office of profit under the Issuer, the Guarantors or any such person or body corporate so associated,

and shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such contract, transaction or arrangement as is referred to in (a) above of this clause 18 or, as the case may be, any such trusteeship or office of profit as is referred to in (b) above without regard to the interests of the Noteholders, Couponholders or Receiptholders and notwithstanding that the same may be contrary or prejudicial to the interests of the Noteholders, Couponholders or Receiptholders and shall not be responsible for any Liability occasioned to the Noteholders, Couponholders or Receiptholders thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.

Where any holding company, subsidiary or associated company of the Trustee or any director, employee or officer of the Trustee acting other than in his capacity as such a director or officer has any information, the Trustee shall not thereby be deemed also to have knowledge of such information and, unless an officer of the Trustee with day to day responsibilities for administration of the trusts established under these presents shall have actual knowledge or express written notice of such information, shall not be responsible for any loss suffered by Noteholders resulting from the Trustee's failing to take such information into account in acting or refraining from acting under or in relation to these presents.

19. WAIVER, AUTHORISATION AND DETERMINATION

The Trustee may (but shall not be obliged to) without the consent or sanction of the Noteholders, the Receiptholders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default, from time to time and at any time but only if and in so far as in its opinion the interests of the Noteholders, the Receiptholders or the Couponholders shall not be materially prejudiced thereby, waive or authorise any breach or proposed breach by the Issuer or the Guarantors, as the case may be, of any of the covenants or provisions contained in these presents or the Guarantee or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred on it by this clause 19 in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10 but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Trustee in its discretion may determine, shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee shall otherwise agree, shall be notified by the Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

20. MODIFICATION

The Trustee may (but shall not be obliged to) without the consent of the Noteholders, the Receiptholders or the Couponholders at any time and from time to time sanction or concur with the Issuer and the Guarantors in making any modification (i) to these presents, the Agency Agreement, the Guarantee or any other Programme Documents which in the opinion of the Trustee it may be proper to make PROVIDED THAT the Trustee is of the opinion that such modification is not materially prejudicial to the interests of the Noteholders or (ii) to these presents, the Agency Agreement, the Guarantee or any other Programme Documents if in the opinion of the Trustee such modification is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding upon the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee shall otherwise agree, shall be notified by the Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

In relation to (i) any proposed modification of the Guarantee not falling within the scope of the preceding paragraph or (ii) any proposed revocation of the Guarantee, the Trustee shall act on the instructions of the Noteholders in approving or not approving such modification or revocation. Any such approval shall require an Extraordinary Resolution of the Noteholders, in all cases, at the expense of the Issuer, failing which the Guarantors. For the avoidance of doubt, for these purposes, and provided that the Trustee, in its sole discretion, is of the opinion that there is no conflict of interest between the Noteholders of different Series of Notes, the Trustee shall only be required to obtain such instructions or approval from the Noteholders of all Series together as a class, and not from the Noteholders of each issue, Tranche or Series of Notes separately. In no case need the Trustee have regard to the effect on individual Noteholders, Couponholders or Receiptholders of such modification or revocation or of any action taken or not taken with respect thereto. The Trustee and each of its respective directors, officers, employees, delegates and agents shall be protected and shall not be responsible for any Liability occasioned in respect of any such modification or revocation or proposed modification or revocation or any action taken or omitted to be taken or suffered in respect of the Guarantee.

21. BREACH

Any breach of or failure to comply with any such terms and conditions as are referred to in clauses 19 and 20 shall constitute a default by the Issuer in the performance or observance of a covenant or provision binding on it under or pursuant to these presents.

22. HOLDER OF DEFINITIVE BEARER NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER

Wherever in these presents the Trustee is required or entitled to exercise a power, trust, authority or discretion under these presents, except as ordered by a court of competent jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may have notice to the contrary, assume that each Noteholder is the holder of all Receipts and Coupons appertaining to each Definitive Bearer Note of which he is the holder.

23. NO NOTICE TO RECEIPTHOLDERS AND COUPONHOLDERS

None of the Trustee, the Guarantors or the Issuer shall be required to give any notice to the Receiptholders or Couponholders for any purpose under these presents and the Receiptholders and Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 14.

24. ADDITION AND RELEASE OF GUARANTORS

24.1 Addition of Guarantors

(a) The Issuer shall ensure that each entity which accedes to the Guarantee as a Guarantor pursuant to the terms thereof (each an "Additional Guarantor"), as soon as practicable following such accession, executes and delivers to the Issuer, the other Guarantors, the Agents, any other Calculation Agent and the Arranger, a deed of accession in or substantially in the form in Schedule 5 (or in such other form as may be approved by the Trustee) (an "Accession Deed") agreeing to be bound by the Programme Documents as if all references to the Guarantors in the Programme Documents included the Additional Guarantor.

• (b) If the Additional Guarantor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Guarantors are subject generally (the "Guarantors' Territory") the Additional Guarantor shall (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 8 with the substitution for the references in that Condition to the Guarantors' Territory, of references to the Substituted Territory whereupon this Trust Deed, the Notes, the Receipts, the Coupons and the Talons shall be read accordingly. If the Additional Guarantor is subject to any preexisting withholding tax on premium or interest payments in the Substituted Territory ("Pre-existing Tax"), the Conditions shall be amended so as to provide that (i) such Additional Guarantor shall make payments pursuant to the Conditions without withholding or deduction for such Pre-existing Tax, irrespective of the exceptions set out in Condition 8 and (ii) Condition 7.2 shall not be available as a result solely of the Pre-existing Tax.
• (c) On completion of the formalities set out in this subclause 24.1, the Additional Guarantor shall be deemed to be named in the Programme Documents as a Guarantor in addition to the existing Guarantors (and the Programme Documents shall be deemed to be amended as necessary to give effect to the addition). Notice of such addition shall be given to (i) the Agents, any other Calculation Agent and the Arranger in writing and (ii) the Noteholders in accordance with Condition 14, within 14 days of the execution of such documents and compliance with such requirements.

24.2 Release of Guarantors

• (a) An Additional Guarantor that ceases to be a 'Guarantor' (under and as defined in the Guarantee) will, with immediate effect on and from the time it ceases to be a 'Guarantor' (under and as defined in the Guarantee):
• (i) be released and discharged from all of its rights and obligations under this Trust Deed; and
• (ii) ceases to be a party to this Trust Deed as an Additional Guarantor.
• (b) The Noteholders shall be deemed to be aware of and be bound by, and take their rights subject to, the provisions of this subclause 24.2 and any such release or permission. All Guarantors shall be deemed to be aware of and be bound by the provisions of this subclause 24.2 and any such release or permission. Remaining Guarantors after any release shall continue to be bound by the terms of the Programme Documents notwithstanding any release of any other Guarantor.
• (c) Upon any release of any Guarantor from its obligations under the Programme Documents pursuant to subclause 24.2(a), the Trustee shall, if requested by and at the cost of the Issuer, execute any document reasonably so requested in order to evidence such release or removal, provided that any failure by the Trustee to execute such documentation shall not affect the release under subclause 24.2(a).

25. REPLACEMENT OF TRUSTEE OR RESPONSIBLE ENTITY

25.1 If an entity which is a trustee, responsible entity, manager or custodian ("Retiring Obligor Trustee") in respect of Vicinity Centres Trust (ARSN 104 931 928) or a 'Guarantor Trust' (as defined in the Guarantee) (each such trust, an "Obligor Trust") ceases to be the trustee, responsible entity, manager or custodian in respect of that Obligor Trust and a new trustee, responsible entity, manager or custodian ("Replacement Obligor Trustee") in respect of that Obligor Trust is appointed, the Retiring Obligor Trustee in its capacity as trustee, responsible entity, manager or custodian in respect of that Obligor Trust will automatically be released from all liability under this Trust Deed and each other Programme Document to which it is a party in such capacity and, in that capacity, will cease to be a party to this Trust Deed and those other Programme Documents with effect from the date on which such Retiring Obligor Trustee ceases to be the trustee, responsible entity, manager or custodian in respect of that Obligor Trust, if:

• (a) the Replacement Obligor Trustee is a wholly-owned member of the Group;
• (b) no Event of Default subsists;
• (c) the Replacement Obligor Trustee assumes all of the rights, obligations and liabilities of the Retiring Obligor Trustee under this Trust Deed and each other Programme Document to which the Retiring Obligor Trustee is a party in that capacity; and
• (d) the Issuer or a Guarantor notifies the Trustee of the change of trustee, responsible entity, manager or custodian on or prior to the date the Retiring Obligor Trustee ceases to be the trustee, responsible entity, manager or custodian in respect of that Obligor Trust.
• 25.2 Any references in this Trust Deed and any Programme Document to a Retiring Obligor Trustee that has been released under this clause 25 will be construed as a reference to the Replacement Obligor Trustee in its capacity as trustee, responsible entity, manager or custodian in respect of the Obligor Trust.

26. SUBSTITUTION

26.1 Conditions to Substitution

• (a) The Trustee may (but is not obliged to) without the consent of the Noteholders or Couponholders at any time agree with the Issuer and the Guarantors to the substitution in place of the Issuer (or of the previous substitute under this clause 26) as the principal debtor under these presents of a Subsidiary of the Issuer or any Guarantor (such substituted Entity being hereinafter called the "New Entity") provided that a trust deed is executed or some other form of undertaking is given by the New Entity in form and manner satisfactory to the Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as if the New Entity had been named in these presents as the principal debtor in place of the Issuer (or of the previous substitute under this clause 26) and provided further that the Guarantors unconditionally and irrevocably guarantee all amounts payable under these presents to the satisfaction of the Trustee.
• (b) The following further conditions shall apply to subclause 26.1(a) above:
• (i) the Issuer, the Guarantors and the New Entity shall comply with such other requirements as the Trustee may direct in the interests of the Noteholders;
• (ii) where the New Entity is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to Australia or any political sub-division or any authority therein or thereof having power to tax, undertakings or covenants shall be given by the New Entity in terms corresponding to the provisions of Condition 8 with the substitution for (or, as the case may be, the addition to) the references to

Australia of references to that other or additional territory in which the New Entity is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject and (where applicable) Condition 8 shall be modified accordingly;

• (iii) without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (iv), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders; and
• (iv) if two Directors of the New Entity (or other officers acceptable to the Trustee) shall certify that the New Entity is solvent both at the time at which the relevant transaction is proposed to be effected and immediately thereafter (which certificate the Trustee may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of the New Entity or to compare the same with those of the Issuer or the previous substitute under this clause as applicable.

26.2 Effect of Substitution

Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer or the previous substitute as aforesaid from all of its obligations as principal debtor under these presents. Not later than 14 days after the execution of such documents and compliance with such requirements, the New Entity shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 14. Upon the execution of such documents and compliance with such requirements, the New Entity shall be deemed to be named in these presents as the principal debtor in place of the Issuer (or in place of the previous substitute under this clause) under these presents and these presents shall be deemed to be modified in such manner as shall be necessary to give effect to the above provisions and, without limitation, references in these presents to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Entity.

27. CURRENCY INDEMNITY

The Issuer, failing which the Guarantors, shall indemnify the Trustee, every Appointee, the Noteholder, the Receiptholders and the Couponholders and keep them indemnified against:

• (a) any Liability incurred by any of them arising from the non-payment by the Issuer or the Guarantors of any amount due to the Trustee or the Noteholders, the Receiptholders or Couponholders under these presents and the other Programme Documents by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Issuer; and
• (b) any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under these presents (other than this clause 27) and the other Programme Documents is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be reduced by any variation in rates of exchange occurring between the said final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.

The above indemnities shall constitute obligations of the Issuer and the Guarantors separate and independent from their respective obligations under the other provisions of these presents and the other Programme Documents and shall apply irrespective of any indulgence granted by the Trustee, the Noteholders, the Receiptholders or the Couponholders from time to time and shall continue in full force and effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer or the Guarantors for a liquidated sum or sums in respect of amounts due under these presents (other than this clause 27) and the other Programme Documents. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Noteholders, the Receiptholders and Couponholders and no proof or evidence of any actual loss shall be required by the Issuer or the Guarantors or their respective liquidator or liquidators.

28. NEW TRUSTEE

The power to appoint a new trustee of these presents shall, subject as hereinafter provided, be vested in the Issuer but no person shall be appointed who shall not previously have been approved by an Extraordinary Resolution. One or more persons may hold office as trustee or trustees of these presents but such trustee or trustees shall be or include a Trust Corporation. Whenever there shall be more than two trustees of these presents, the majority of such trustees shall be competent to execute and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by these presents provided that a Trust Corporation shall be included in such majority. Any appointment of a new trustee of these presents shall as soon as practicable thereafter be notified by the Issuer to the Principal Paying Agent, the Registrar and the Transfer Agents in writing and to the Noteholders in accordance with Condition 14.

29. SEPARATE AND CO-TRUSTEES

Notwithstanding the provisions of clause 28 above, the Trustee may, upon giving prior notice to the Issuer and the Guarantors (but without the consent of the Issuer, the Guarantors, the Noteholders, Receiptholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

• (a) if the Trustee considers such appointment to be in the interests of the Noteholders;
• (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or
• (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents and/or the Guarantee against the Issuer or the Guarantors.

The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such remuneration as the Trustee may pay to any such person, together with any attributable Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as Liabilities incurred by the Trustee.

Provided the Trustee exercises due care in the selection of any such trustee or co-trustee, the Trustee shall not be under any obligation to monitor or supervise the proceedings or acts of any such trustee or co-trustee or be in any way responsible for any Liability incurred by reason of any act, misconduct, negligence, omission or default on the part of any trustee or co-trustee. The obligations of each trustee and co-trustee shall be several and not joint.

30. TRUSTEE'S RETIREMENT AND REMOVAL

A trustee of these presents may retire at any time on giving not less than 30 days' prior written notice to the Issuer and the Guarantors without giving any reason and without being responsible for any Liabilities incurred by reason of such retirement or the appointment of any replacement. The Noteholders may by Extraordinary Resolution remove any trustee or trustees for the time being of these presents. The Issuer undertakes that in the event of the only trustee of these presents which is a Trust Corporation (for the avoidance of doubt, disregarding for this purpose any separate trustee or co-trustee appointed under clause 29) giving notice under this clause 30 or being removed by Extraordinary Resolution, it will use its best endeavours to procure that a new trustee of these presents being a Trust Corporation is appointed as soon as reasonably practicable thereafter. The retirement or removal of any such trustee shall not become effective until a successor trustee being a Trust Corporation is appointed. If, in such circumstances, no appointment of such a new trustee has become effective by the day falling 10 days prior to the date of expiry of such notice or Extraordinary Resolution, the Trustee shall be entitled itself to appoint a Trust Corporation as trustee of these presents and may petition any court of competent jurisdiction for its resignation provided that it has notified the Issuer and the Guarantors prior to it doing so. If such petition is granted, the Trustee shall notify the Noteholders in writing of its resignation in accordance with Condition 14.

31. TRUSTEE'S POWERS TO BE ADDITIONAL

The powers conferred upon the Trustee by these presents shall be in addition to any powers which may from time to time be vested in the Trustee by the general law or as a holder of any of the Notes, Receipts or Coupons.

32. NOTICES

Any notice or demand to the Issuer, the Guarantors or the Trustee to be given, made or served for any purposes under these presents shall be given, made or served by sending the same by pre-paid post (first class if inland, first class airmail if overseas) or facsimile transmission or by delivering it by hand as follows:

to the Issuer or Vicinity Limited:	Chadstone Shopping Centre 1341 Dandenong Road Chadstone Victoria 3148 Australia
	Attention:	Corporate Treasurer / Corporate Legal
	Facsimile No:	+61 3 9236 6301
to Vicinity NVN Trust:	Chadstone Shopping Centre 1341 Dandenong Road Chadstone Victoria 3148 Australia
	Attention:	Corporate Treasurer / Corporate Legal
	Facsimile No:	+61 3 9236 6301

London E14 5AL United Kingdom

to the Trustee: One Canada Square

• Attention: Global Corporate Trust: Vicinity Centres/Project Charlotte
• Facsimile No: +44 207 964 6369

or to such other address or facsimile number as shall have been notified (in accordance with this clause 32) to the other parties hereto and any notice or demand sent by post as aforesaid shall be deemed to have been given, made or served two days in the case of inland post or seven days in the case of overseas post after despatch and any notice or demand sent by facsimile transmission as aforesaid shall be deemed to have been given, made or served at the time of despatch provided that in the case of a notice or demand given by facsimile transmission a confirmation of transmission is received by the sending party and such notice or demand shall forthwith be confirmed by post. The failure of the addressee to receive such confirmation shall not invalidate the relevant notice or demand given by facsimile transmission.

33. CAPACITY OF VICINITY CENTRES RE LTD AND VICINITY FUNDS RE LTD AND OTHER ENTITIES

33.1 Capacity of Vicinity Centres RE Ltd and Vicinity Funds RE Ltd

• (a) Vicinity Centres RE Ltd (ACN 149 781 322) (the "Responsible Entity") enters into this Trust Deed as Issuer solely as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) and in no other capacity.
• (b) Vicinity Funds RE Ltd (ACN 084 098 180) (together with the Responsible Entity, the "Vicinity Companies") enters into this Trust Deed as an Initial Guarantor solely as trustee of Vicinity NVN Trust (ABN 43 813 342 348) (Vicinity NVN Trust (ABN 43 813 342 348) together with Vicinity Centres Trust (ARSN 104 931 928), the "Vicinity Trusts") and in no other capacity.
• (c) Subject to subclause 33.1(d) below, each other party acknowledges that the obligations incurred by each Vicinity Company under or in connection with this Trust Deed (the "Obligations") are incurred solely in its capacity as responsible entity or, as the case may be, trustee of the relevant Vicinity Trust and in no other capacity and each Vicinity Company will only be liable to pay or satisfy any Obligation to the extent to which it can be satisfied out of the assets of the relevant Vicinity Trust out of which the relevant Vicinity Company is actually indemnified for that Obligation and, in particular, a Vicinity Company will not be liable to pay or satisfy any Obligation in its personal capacity or out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of such trust or managed investment scheme.
• (d) A Vicinity Company will be liable to pay or satisfy an Obligation in its personal capacity (but not out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme) to the extent that it is not satisfied out of the assets of the relevant Vicinity Trust because, under the trust deed establishing the relevant Vicinity Trust or by operation of law, there is a reduction in the extent of the relevant Vicinity Company's indemnification out of the assets of the relevant Vicinity Trust as a result of the relevant Vicinity Company's own fraud, wilful misconduct, negligence or breach of trust or (if applicable) breach of duty as responsible entity or, as the case may be, trustee.

33.2 Capacity of other entities

• (a) Any other member of the Group which is or becomes a party to this Trust Deed in its capacity as trustee, responsible entity or manager of, or as custodian in respect of, any trust (an "Obligor Trustee") enters into this Trust Deed solely as trustee, responsible entity or manager of, or as custodian in respect of, each trust which it is specified as trustee, responsible entity, manager or custodian in any Accession Deed (an "Obligor Trust") and in no other capacity (unless otherwise specified in an Accession Deed). Subject to subclause 33.2(b) below, each other party acknowledges that the obligations incurred by each Obligor Trustee under or in connection with this Trust Deed (the "Obligor Trustee Obligations") are incurred solely in its capacity as trustee, responsible entity or manager of, or custodian in respect of, the relevant Obligor Trust and in no other capacity (unless otherwise specified in an Accession Deed) and each Obligor Trustee will only be liable to pay or satisfy any Obligor Trustee Obligation to the extent to which it can be satisfied out of the assets of the relevant Obligor Trust out of which it is actually indemnified for the Obligor Trustee Obligation and, in particular, no Obligor Trustee will be liable to pay or satisfy any obligation in its personal capacity (unless otherwise specified in an Accession Deed) or out of the assets of any other trust or managed investment scheme which it may be trustee, responsible entity, manager or custodian or its rights in respect of any such trust or managed investment scheme.
• (b) An Obligor Trustee will be liable to pay or satisfy an Obligor Trustee Obligation in its personal capacity (but not out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme) to the extent that it is not satisfied out of the assets of the relevant Obligor Trust because, under the trust deed establishing the relevant Obligor Trust or by operation of law, there is a reduction in the extent of the relevant Obligor Trustee's indemnification out of the assets of the relevant Obligor Trust as a result of the relevant Obligor Trustee's own fraud, wilful misconduct, negligence or breach of trust or (if applicable) breach of duty as responsible entity.

33.3 Capacity of any other trustee

The obligations under this Trust Deed incurred by any trustee, responsible entity or manager of, or custodian in respect of, any trust which is not otherwise referred to in subclause 33.1 or subclause 33.2 will be subject to any capacity or limitation of liability provision included in any relevant Accession Deed, provided such capacity or limitation of liability provision has been approved in writing by the Trustee.

34. GOVERNING LAW

This Trust Deed, the Notes, the Receipts, the Coupons and any non-contractual obligations arising out of or in connection with this Trust Deed, the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law.

35. SUBMISSION TO JURISDICTION

35.1 The Issuer and the Guarantors irrevocably agree, for the benefit of the Trustee, the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Trust Deed, the Notes, the Receipts and/or the Coupons (including a dispute relating to any non-contractual obligations arising out of or in connection with this Trust Deed, the Notes, the Receipts and/or the Coupons) and accordingly submits to the non-exclusive jurisdiction of the English courts.

• 35.2 The Issuer and the Guarantors waive any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Trustee, the Noteholders, the Receiptholders and the Couponholders may take any suit, action or proceedings (together referred to as "Proceedings") arising out of or in connection with this Trust Deed, the Notes, the Receipts and the Coupons (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Trust Deed, the Notes, the Receipts and the Coupons) against the Issuer or the Guarantors in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.
• 35.3 The Issuer and the Guarantors each irrevocably and unconditionally appoint Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX as their agent for service of process, and in the event of Law Debenture Corporate Services Limited ceasing so to act or ceasing to be registered in England, they will promptly appoint another person to accept service of process on its behalf in England in respect of any Proceedings and will notify the Trustee in writing of the name and address of such new agent for service of process. The Issuer and the Guarantors:
• (a) agree to procure that, so long as any of the Notes remain liable to prescription, there shall be in force an appointment of such a person with an office in London with authority to accept service as aforesaid;
• (b) agree that failure by any such person to give notice of such service of process to the Issuer or the Guarantors shall not impair the validity of such service or of any judgment based thereon; and
• (c) agrees that nothing in these presents shall affect the right to serve process in any other manner permitted by law.

36. INVALIDITY

If any provision in these presents shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of these presents but the legality, validity and enforceability of the remainder of these presents shall not be affected.

37. COUNTERPARTS

This Trust Deed and any trust deed supplemental hereto may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Trust Deed or any trust deed supplemental hereto may enter into the same by executing and delivering a counterpart.

38. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to these presents has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these presents save as expressly provided in these presents, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer, the Initial Guarantors and the Trustee and delivered on the date first stated on page 1.

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SCHEDULE 1

Terms and Conditions of the Notes

The following are the Terms and Conditions of the Notes which (subject to modification and other than words (other than headings) in italics) will be incorporated by reference into each Global Note (as defined below), each Definitive Bearer Note (as defined below) and each Definitive Registered Note (as defined below), but, in the case of Definitive Bearer Notes and Definitive Registered Notes, only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such Definitive Bearer Note or Definitive Registered Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive Bearer Note and Definitive Registered Note. Reference should be made to "Applicable Pricing Supplement" for a description of the content of each Pricing Supplement which will specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Vicinity Centres RE Ltd (ACN 149 781 322) (in its capacity as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)) (the Issuer) constituted by an Amended and Restated Trust Deed dated 7 March 2018 made between the Issuer, the Guarantors (as defined below) and The Bank of New York Mellon, London Branch (the Trustee, which expression shall include any successor as Trustee) (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed).

References in these Terms and Conditions (these Conditions) to the Notes shall be references to the Notes of this Series and shall mean:

• (a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency;
• (b) any Global Note in bearer form (each a Bearer Global Note);
• (c) any Global Note in registered form (each a Registered Global Note);
• (d) any definitive Notes in bearer form (Definitive Bearer Notes and, together with Bearer Global Notes, the Bearer Notes) issued in exchange for a Global Note in bearer form; and
• (e) any definitive Notes in registered form (Definitive Registered Notes and, together with Registered Global Notes, the Registered Notes) (whether or not issued in exchange for a Global Note in registered form).

The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Amended and Restated Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 7 March 2018 and made between the Issuer, the Guarantors, the Trustee, The Bank of New York Mellon, London Branch as principal paying agent (the Principal Paying Agent, which expression shall include any successor principal paying agent) and the other paying agents named therein (together with the Principal Paying Agent, the Paying Agents, which expression shall include any additional or successor paying agents), The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar (the Registrar, which expression shall include any successor registrar) and as transfer agent (a Transfer Agent and together with the other transfer agents named therein, the Transfer Agents, which expression shall include any additional or successor transfer agents).

Interest bearing Definitive Bearer Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Bearer Notes repayable in instalments have receipts (Receipts) for the The payment of all amounts in respect of this Note has been guaranteed by Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348), (the Initial Guarantors), pursuant to the terms of a deed poll guarantee and indemnity entered into by the Initial Guarantors on 9 March 2016 (such deed as amended and/or supplemented and/or restated from time to time, the Guarantee). The Guarantee contains provisions pursuant to which (i) additional entities may be added as Guarantors and (ii) such additional entities may be released as Guarantors from time to time. The Initial Guarantors and the entities added as guarantors, to the extent they have not been released as guarantors in accordance with the terms of the Guarantee, are together referred to as the Guarantors. Please refer to the deed poll guarantee for a description of the Guarantee.

The final terms for this Note (or the relevant provisions thereof) are set out in the Pricing Supplement attached to or endorsed on this Note which supplement these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References to the applicable Pricing Supplement are to the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders or holders in relation to any Notes, which expression shall mean, in the case of Bearer Notes, the holders of the Notes and, in the case of Registered Notes, the persons in whose name the Notes are registered and shall, in relation to any Notes represented by a Global Note, be construed as provided in Condition 1 (Form Denomination and Title) below), the holders of the Receipts (the Receiptholders) and the holders of the Coupons (the Couponholders, which expression shall, unless the context otherwise requires, include the holders of the Talons) in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed, the Agency Agreement and the Guarantee are available for inspection following written request at all reasonable times during normal business hours at the principal place of business of the Trustee being at One Canada Square, London E14 5AL, United Kingdom and at the specified office of the Principal Paying Agent. Copies of the applicable Pricing Supplement are available for viewing at the registered office of the Issuer and the specified office of the Principal Paying Agent and copies may be obtained from those offices save that, if this Note is not listed on any stock exchange, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer, the Trustee and the relevant Paying Agent (or in the case of Registered Notes) the Registrar as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, are bound by and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement, the Guarantee and the applicable Pricing Supplement. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Guarantee, the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail.

In these Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

1. FORM, DENOMINATION AND TITLE

The Notes are issued either in bearer form or in registered form, as specified in the applicable Pricing Supplement and, in the case of Definitive Bearer Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (Specified Denomination(s)) specified in the applicable Pricing Supplement. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa.

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement.

This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Pricing Supplement.

Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Conditions are not applicable.

Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to the Registered Notes will pass on registration of transfers in accordance with the Agency Agreement. The Issuer, the Guarantors, the Paying Agents, the Registrar (in the case of Registered Notes) and the Trustee will (except as ordered by a court of competent jurisdiction or as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Paying Agents, the Registrar (in the case of Registered Notes) and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent, the Registrar (in the case of Registered Notes) and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved by the Issuer, the Principal Paying Agent and the Trustee.

2. TRANSFER OF REGISTERED NOTES

2.1 Transfers of interests in Registered Global Notes

Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in another Registered Global Note only in the authorised denominations set out in the applicable Pricing Supplement and only in accordance with the rules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Agency Agreement. Transfers of a Registered Global Note registered in the name of a nominee of a common depository for Euroclear and Clearstream, Luxembourg shall be limited to transfers of such Registered Global Note, in whole but not in part, to another nominee of Euroclear and Clearstream, Luxembourg (as the case may be) or to a successor of Euroclear and Clearstream, Luxembourg (as the case may be) or such successor's nominee.

2.2 Transfers of Registered Notes in definitive form

Subject as provided in Condition 2.5 (Closed Periods) below, upon the terms and subject to the conditions set forth in the Agency Agreement, a Definitive Registered Note may be transferred in whole or in part (in the authorised denominations set out in the applicable Pricing Supplement). In order to effect any such transfer:

• (a) the holder or holders must:
• (i) surrender the Registered Note for registration of the transfer of the Registered Note (or the relevant part of the Registered Note) at the specified office of any Transfer Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing; and
• (ii) complete and deposit such other certifications as may be required by the relevant Transfer Agent; and
• (b) the relevant Transfer Agent must be satisfied with the documents of title and the identity of the person making the request.

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee Any such transfer will be subject to such regulations as the Issuer, the Trustee, the Principal Paying Agent and the Registrar may from time to time prescribe (the initial such regulations being set out in Schedule 4 to the Agency Agreement). Subject as provided above, the relevant Transfer Agent will, within ten business days (being for this purpose a day on which banks are open for business in the city where the specified office of the relevant Transfer Agent is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or procure the authentication and delivery of, at its specified office, to the transferee or (at the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a new Registered Note in definitive form of a like aggregate nominal amount to the Registered Note (or the relevant part of the Registered Note) transferred. In the case of the transfer of part only of a Registered Note in definitive form, a new Registered Note in definitive form in respect of the balance of the Registered Note not transferred will be so authenticated and delivered at the specified office of the relevant Transfer Agent or (at the risk of the transferor) sent to the transferor.

2.3 Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 7 (Redemption and Purchase), the Issuer shall not be required to register or procure registration of the transfer of any Registered Note, or part of a Registered Note, called for partial redemption.

2.4 Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer shall require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration.

2.5 Closed periods

No Noteholder may require the transfer of a Registered Note to be registered during the period of:

• (a) 15 days ending on (and including) the due date for redemption of, or payment of any Instalment Amount in respect of, that Note;
• (b) 15 days before (and including) any date on which Notes may be called for redemption by the Issuer pursuant to Condition 7.3 (Redemption at the option of the Issuer (Issuer Call)); or
• (c) 7 days ending on (and including) any Record Date (as defined in Condition 6.4 (Payments in respect of Registered Notes)).

2.6 Exchanges and transfers of Registered Notes generally

Holders of Definitive Registered Notes may exchange such Notes for interests in a Registered Global Note of the same type at any time.

3. STATUS OF THE NOTES AND THE GUARANTEE IN RESPECT OF THE NOTES

3.1 Status of the Notes

The Notes and any related Receipts and Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) rank equally with all existing and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding.

3.2 Status of the Guarantee

The payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been guaranteed by the Guarantors pursuant to the Guarantee. The obligations of each Guarantor under the Guarantee are direct, unconditional, unsubordinated and unsecured obligations of each Guarantor and (save for certain obligations required to be preferred by law) rank equally with all existing and future unsecured and unsubordinated obligations of each Guarantor from time to time outstanding.

4. NEGATIVE PLEDGE AND FINANCIAL COVENANTS

4.1 Negative pledge

So long as any Note is outstanding, the Issuer must not create or allow to exist, and must ensure that no Guarantor or other member of the Group will create or allow to exist, an Encumbrance over its assets to secure Financial Indebtedness, other than a Permitted Encumbrance.

4.2 Financial Covenants

(a) Gearing ratio

The Issuer must ensure that, on each Calculation Date, Net Debt to Net Total Tangible Assets is not greater than 50 per cent.

(b) EBITDA ICR

The Issuer must ensure that, in respect of each Calculation Date, the ratio of EBITDA to Interest Expense for the Calculation Period ending on that Calculation Date is not less than 1.80 times.

For the purposes of this Condition 4.2, if after the Issue Date of the relevant Notes to which either or both of the financial covenants in this Condition 4.2 applies there is a change in Accounting Standards and the Issuer considers in good faith that the change has a material effect on the calculation of either or both of the financial covenants or the calculation of compliance with paragraph (h) of the definition of Permitted Encumbrance (including any relevant defined terms), then either:

• (i) the Issuer may make appropriate modifications to the relevant financial covenant or, as applicable, paragraph (h) of the definition of Permitted Encumbrance (or any relevant defined term) to take into account those changes so that they have an effect as at the relevant Calculation Date which is comparable to their effect as at the relevant Issue Date, provided that substantially the same change is made to any equivalent financial covenant (in each case, including any relevant defined term) in the Principal Credit Documents; or
• (ii) compliance with the relevant financial covenants or, as applicable, paragraph (h) of the definition of Permitted Encumbrance will be determined on the basis of Accounting Standards disregarding that change.

In these Conditions:

Accounting Standards mean, at any time, the generally accepted accounting principles and practices applying by law or otherwise generally accepted in Australia at that time, consistently applied;

Calculation Date means, so long as any Note is outstanding, each 30 June and 31 December falling after the Issue Date of such Notes;

Calculation Period means, in respect of a Calculation Date, the 12 month period ending on that Calculation Date;

Cash means, on any Calculation Date, the aggregate of cash and cash equivalent investments held by a member of the Group on that Calculation Date, as shown in the Financial Reports for that Calculation Date;

Consolidated Entity means, in respect of an Entity, each other Entity which it is required under Accounting Standards to be included in its consolidated financial reports (as defined in the Corporations Act), but excluding any non-wholly owned Wholesale Fund (and, for the avoidance of doubt, excluding any entity which acts as trustee, responsible entity, manager or custodian of any such Wholesale Fund, but only in its capacity as such);

Corporations Act means the Corporations Act 2001 (Cth);

EBITDA means, in respect of any period, the consolidated profit of the Group for that period plus (without double counting) the amount of any Tax, Interest Expense, depreciation and amortisation for that period to the extent deducted in arriving at that profit, all as shown in the Financial Reports for that period, but excluding any:

• (a) asset revaluations;
• (b) mark-to-market movements, including any fair value adjustments;
• (c) contingent liabilities relating to certain one off stamp duty liabilities, up to an aggregate amount after 11 June 2015 of A\$8 million;
• (d) one off or non-recurring items; and
• (e) stamp duty payable in connection with any acquisition of real property by a member of the Group (regardless of whether such entity was a member of the Group at the time of the acquisition) or in connection with any change in trustee or responsible entity of any trust or managed investment scheme which forms part of the Group;

Encumbrance means any security interest under the PPSA or any interest or power by way of (or having the effect of) security for the payment of a debt, any other monetary obligation or the performance of any other obligation, including:

• (a) any mortgage, pledge, lien, charge, hypothecation or finance lease;
• (b) any security or preferential interest or arrangement of any kind including, but not limited to, any retention of title, any deposit of money by way of security or which is subject to a "flawed asset" arrangement and any deposit of money in respect of which a right of set-off exists;
• (c) any interest in any asset reserved in, created or arising in or over any of the above including, but not limited to, a bill of sale, trust or power; and
• (d) any agreement to grant, create or allow to subsist any of the above;

Entity means any person, firm, company, corporation, government, state, agency, association, trust, managed investment scheme or partnership, whether or not having separate legal personality;

Excluded Indebtedness means:

• (a) any Financial Indebtedness incurred (including, for the avoidance of doubt, the granting of a Funding Guarantee) by the Issuer or any wholly-owned member of the Group which is a Guarantor;
• (b) any Financial Indebtedness owing by a wholly-owned member of the Group to any other wholly-owned member of the Group; and
• (c) any loan or other financial accommodation to the trustee of Victoria Gardens Retail Trust or other joint venture entity, provided that the aggregate of all amounts owing or contingently owing under all such loans and other financial accommodation does not, at any time, exceed A\$150,000,000 or its equivalent in the currency of payment.

To avoid doubt, each of Vicinity Limited and the Issuer constitute wholly-owned members of the Group;

Financial Indebtedness means indebtedness (whether actual or contingent) in respect of money borrowed or raised or other financial accommodation. It includes indebtedness under or in respect of:

• (a) a Funding Guarantee of other 'Financial Indebtedness';
• (b) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
• (c) a finance lease;
• (d) an interest rate or currency swap, futures or forward contract, cap, collar or floor or other derivative transaction (or an option to enter into any of them);
• (e) an acceptance, endorsement or discounting arrangement;
• (f) a redeemable share or redeemable stock;
• (g) the deferred purchase price (for more than 90 days) of an asset or service; or
• (h) any indemnity or reimbursement obligation with respect to any letter of credit, bank guarantee or similar instrument,

or an obligation to deliver assets or services paid for in advance by a financier or otherwise relating to a financing transaction;

Financial Report means the following consolidated financial reports and information in relation to the Group for each financial half year or financial year:

• (a) a statement of comprehensive income;
• (b) a balance sheet; and
• (c) a cash flow statement,

together with any notes to those documents and any accompanying reports, statements, declarations and other documents or information attached to or intended to be read with any of them;

Funding Guarantee means an obligation or offer to provide funds (including by subscription or purchase) or otherwise be responsible in respect of an obligation or indebtedness, or the financial condition or insolvency, of another person. It includes a guarantee, indemnity, letter of credit or legally binding letter of comfort, or an obligation or offer to purchase an obligation or indebtedness of another person;

Government Agency means any government or any governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity and shall include any self-regulatory organisation established under statute or any stock or other securities exchange, listing authority or quotation system in respect of the Notes;

Group means Vicinity Limited (ACN 114 757 783) and Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) and each of their respective Subsidiaries;

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee Interest means all interest and amounts in the nature of interest or of similar effect to interest according to Accounting Standards. It includes dividends on any share included as Financial Indebtedness, the interest component of rent under a finance lease or hire purchase arrangement, the discount and acceptance fee on bills of exchange, and line, commitment, letter of credit, guarantee and similar fees (but not unused line fees and establishment, arrangement and other upfront fees). For the avoidance of doubt, "Interest" does not include any expense that under the Accounting Standards would be taken into account for the purposes of determining the net operating income of any real property that is owned by a member of the Group;

Interest Expense means, for any period, all Interest paid or payable by the Group (on a consolidated basis) in that period. For the purposes of determining "Interest Expense", any payments or receipts under Swap Agreements in respect of the applicable Interest paid or payable in a relevant period will be taken into account when determining Interest for the relevant period;

Net Debt means, on any Calculation Date, Total Debt on that Calculation Date less Cash on that Calculation Date. If Cash exceeds Total Debt on that Calculation Date, Net Debt will be taken to be zero;

Net Total Tangible Assets means, on any Calculation Date, Total Tangible Assets on that Calculation Date less Cash on that Calculation Date;

Permitted Encumbrance means:

• (a) any lien over an asset which is created by operation of law (other than the PPSA) and which arises in the ordinary course of business where there is no default with respect to the obligations secured by the lien or those obligations are being, or within a reasonable time will be, contested in good faith or paid in full, including without limitation:
• (i) a lien in favour of a Government Agency;
• (ii) a possessory lien for the unpaid balance of moneys owing for work, repairs, warehousing, storage, delivery or other services;
• (b) an Encumbrance which consists of an easement, right of way, encroachment, reservation, restriction or condition on any real property interest where such Encumbrance does not materially interfere with, or impair the operation, use or value of, the property affected;
• (c) every lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of business under an instalment contract on the supplier's standard terms where such unpaid balance is not yet due;
• (d) every Encumbrance arising solely by operation of the PPSA in the proceeds of an asset which is the subject of a lien or retention of title arrangement referred to in paragraph (c) above or any commingled product or mass of which it becomes part, where the obligation secured by that Encumbrance is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due;
• (e) any Encumbrance in relation to personal property that is created or provided for by:
• (i) a transfer of an account or chattel paper;
• (ii) a PPS lease (as defined in the PPSA); or
• (iii) a commercial consignment,

that is not a security interest within the meaning of section 12(1) of the PPSA;

• (f) the interest of the lessor in respect of assets subject to a lease to a member of the Group;
• (g) any cash management, netting or set-off arrangement entered into by a member of the Group in the ordinary course of its banking arrangements; and
• (h) any Encumbrance over all or any part of the assets of any member of the Group not otherwise permitted under paragraphs (a) to (g) above (each a Relevant Encumbrance) where both of the following conditions are satisfied:
• (i) the aggregate outstanding principal amount (in Australian dollars) of Priority Debt (without double counting) does not exceed 20 per cent. of Total Tangible Assets at any time; and
• (ii) the ratio (expressed as a percentage) of Unencumbered Total Tangible Assets to Unsecured Debt is not less than 150 per cent. on any Calculation Date;

PPSA means the Personal Property Securities Act 2009 (Cth) and any corresponding regulations;

Principal Credit Document means any document (or documents) setting out the terms of any Principal Credit Facility. It includes any common provisions agreement (however described) in respect of any Principal Credit Facility;

Principal Credit Facility means, at any time, any bank lending arrangement or facility to which one or more members of the Group is or are a party and which constitutes a primary bank lending agreement or facility, or forms part of any primary group of bank lending agreement or facilities, of the Group at that time;

Priority Debt means at any time, any Financial Indebtedness of a member of the Group at that time which is either (or both):

• (a) secured by one or more Relevant Encumbrances; or
• (b) incurred by a Subsidiary of the Issuer or Vicinity Limited, unless that Financial Indebtedness is Excluded Indebtedness;

Relevant Encumbrance has the meaning given to that term in paragraph (h) of the definition of Permitted Encumbrance (being any Encumbrance over all or any part of the assets of any member of the Group not otherwise permitted under paragraphs (a) to (g) of the definition of Permitted Encumbrance);

Subsidiary means, in respect of an Entity (First Entity), each other Entity that is a Consolidated Entity of the First Entity;

Swap Agreement means any interest, commodity or currency exchange, hedge, swap, option or future contract or other similar arrangement of any kind (including, without limitation, any forward exchange or purchase agreement) entered into by the Issuer or any Guarantor with a bank or financial institution;

Tax means all income tax, stamp duties, goods and services tax, interest withholding tax and other taxes, levies, imposts, deductions, charges and withholdings plus any interest, penalties, charges, fees or other amounts payable in respect of any of the foregoing;

Total Debt means, on any Calculation Date, total liabilities of members of the Group (on a consolidated basis) on that Calculation Date which under the Accounting Standards are regarded as interest bearing liabilities, as shown in the Financial Reports for that Calculation Date (but (A) adjusted for any deferred debt costs shown in those Financial Reports and (B) excluding, to the extent otherwise included, (i) mark to market valuations of such liabilities, including any fair value adjustments and (ii) to the extent any such liability is denominated in a currency other than Australian dollars and is hedged against the applicable foreign exchange rate, any change in the amount (translated into Australian dollars) of any such liability (or the portion of such liability which is hedged) where such change is due to changes in the applicable foreign exchange rate after that liability was hedged).

For the avoidance of doubt, if a member of the Group gives a guarantee of an interest bearing liability, the liability in respect of that guarantee will not be included when calculating "Total Debt" to the extent the principal amount guaranteed is included;

Total Tangible Assets means, at any time, total assets of members of the Group (on a consolidated basis) as at that time (and for a Calculation Date, as shown in the Financial Reports for that Calculation Date), other than assets which under the Accounting Standards are regarded as intangible assets (but, in each case, excluding mark to market valuations of derivatives entered into in respect of interest bearing liabilities);

Unencumbered Total Tangible Assets means, on any Calculation Date, the aggregate amount of Total Tangible Assets on that Calculation Date, excluding any assets included in the calculation of Total Tangible Assets on that Calculation Date over which one or more Relevant Encumbrances exists;

Unsecured Debt means, on any Calculation Date, Total Debt on that Calculation Date, excluding any liabilities included in the calculation of Total Debt which are secured by one or more Relevant Encumbrances;

Victoria Gardens Retail Trust means the Victoria Gardens Retail Trust constituted by the trust deed dated 6 August 2001; and

Wholesale Fund means the wholesale and retail property funds and mandates managed by a member of the Group.

5. INTEREST

5.1 Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the Broken Amount so specified.

As used in these Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Pricing Supplement, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.1 (Interest on Fixed Rate Notes):

• (a) if "Actual/Actual (ICMA)" is specified in the applicable Pricing Supplement:
• (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Pricing Supplement) that would occur in one calendar year; or
• (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
  • (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
  • (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
• (b) if "30/360" is specified in the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.

In these Conditions:

Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and

sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

5.2 Interest on Floating Rate Notes and Index Linked Interest Notes

(a) Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

• (i) the Specified Interest Payment Date(s) in each year specified in the applicable Pricing Supplement; or
• (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. In the Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

• (A) in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii) (Interest Payment Date) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below of this Condition 5.2(a)(A) (Interest Payment Dates) shall apply mutatis mutandis or (b) in the case of (y) of this Condition 5.2(a) (Interest Payment Dates) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
• (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
• (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

• (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

• 61 -

In these Conditions, Business Day means a day which is both:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Pricing Supplement; and
• (b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open.
• (b) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Pricing Supplement.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any). For the purposes of this subparagraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Principal Paying Agent under an interest rate swap transaction if the Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which:

• (A) the Floating Rate Option is as specified in the applicable Pricing Supplement;
• (B) the Designated Maturity is a period specified in the applicable Pricing Supplement; and
• (C) the relevant Reset Date is the day specified in the applicable Pricing Supplement

For the purposes of this subparagraph (i), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Pricing Supplement the Minimum Rate of Interest shall be deemed to be zero.

Where Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

• (A) the offered quotation; or
• (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any), all as determined by the Principal Paying Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above of this Condition 5.2(b)(ii) (Rate of Interest), no such offered quotation appears or, in the case of (B) above of this Condition 5.2(b)(ii) (Rate of Interest), fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Pricing Supplement as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Pricing Supplement.

(c) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of Condition 5.2(b) (Rate of Interest) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of Condition 5.2(b) (Rate of Interest) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee The Principal Paying Agent, in the case of Floating Rate Notes, the Calculation Agent, in the case of Index Linked Interest Notes or, in the case of Notes where another Paying Agent is specified in the relevant Pricing Supplement, such Paying Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent or, in the case of Notes where another Paying Agent is specified in the relevant Pricing Supplement, such Paying Agent will notify the Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Principal Paying Agent, the Calculation Agent or other Paying Agent, as specified in the relevant Pricing Supplement, as applicable, will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

• (A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
• (B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount,

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.2 (Interest on Floating Rate Notes and Index Linked Notes):

• (i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
• (ii) if "Actual/365 (Fixed)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;
• (iii) if "Actual/365 (Sterling)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

• (iv) if "Actual/360" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360;

• 64 -

• (v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D² will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D¹ will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;

(vii) if "30E/360 (ISDA)" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(e) Notification of Rate of Interest and Interest Amounts

The Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 (Notices) as soon as possible after their determination but in no event later than the fourth Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will promptly be notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed, to the Trustee and to the Noteholders by the Principal Paying Agent in accordance with Condition 14 (Notices).

(f) Determination or Calculation by Trustee or its appointee

If for any reason at any relevant time the Principal Paying Agent, the Calculation Agent or any other Paying Agent (as specified in the relevant Pricing Supplement), as the case may be, defaults on its obligation to determine the Rate of Interest or the Principal Paying Agent defaults on its obligation to calculate any Interest Amount in accordance with Condition 5.2(b)(i) (Rate of Interest) above or Condition 5.2(b)(ii) (Rate of Interest) above or as otherwise specified in the applicable Pricing Supplement, as the case may be, and in each case in accordance with Condition 5.2(d) (Determination of Rate of Interest and calculation of Interest Amounts) above, the Trustee or its appointee shall be entitled (but not obliged) to (A) determine the Rate of Interest at such rate as, in the absolute discretion of the Trustee or, as the case may be, such appointee (having such regard as it shall think fit to the foregoing provisions of this Condition 5.2 (Interest on Floating Rate Notes and Index Linked Interest Notes), but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Pricing Supplement), it shall deem fair and reasonable in all the circumstances or, as the case may be, (B) calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances, and each such determination or calculation shall be deemed to have been made by the Principal Paying Agent, the Calculation Agent or such other Paying Agent (as specified in the relevant Pricing Supplement), as applicable, and the Trustee or, as applicable, its appointee shall not be liable to Noteholders, the Issuer, the Guarantors or any other person in the event that it determines any Rate of Interest or any Interest Amount(s) as aforesaid.

(g) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5.2 (Interest on Floating Rate Notes and Index Linked Interest Notes), whether by the Principal Paying Agent or, if applicable, the Calculation Agent or other Paying Agent (as specified in the relevant Pricing Supplement) or, if applicable, the Trustee or its appointee where Condition 5.2(f) (Determination or Calculation by Trustee or its appointees) applies, shall (in the absence of wilful misconduct, fraud or manifest error) be binding on the Issuer, the Guarantors, the Trustee, the Principal Paying Agent, the Registrar (if applicable), the Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful misconduct or fraud) no liability to the Issuer, the Guarantors, the Noteholders, the Receiptholders or the Couponholders shall attach to the Principal Paying Agent or, if applicable, the Calculation Agent or other Paying Agent (as specified in the relevant Pricing Supplement) or, if applicable, the Trustee or its appointee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.3 Interest on Dual Currency Interest Notes

The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Pricing Supplement.

5.4 Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Pricing Supplement.

5.5 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) as provided in the Trust Deed.

6. PAYMENTS

6.1 Method of payment

Subject as provided below:

• (a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively); and
• (b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof or (without prejudice to the provisions of Condition 8 (Taxation)) any law implementing an intergovernmental approach thereto (any such withholding or deduction, a FATCA Withholding).

6.2 Presentation of Definitive Bearer Notes, Receipts and Coupons

Payments of principal in respect of Definitive Bearer Notes will (subject as provided below) be made in the manner provided in Condition 6.1 (Method of payment) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Definitive Bearer Notes, and payments of interest in respect of Definitive Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used in these Conditions, means the United States of America (including the States and the District of Columbia and its possessions)).

Payments of instalments of principal (if any) in respect of Definitive Bearer Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6.1 (Method of payment) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the immediately preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6.1 (Method of payment) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Definitive Bearer Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the Definitive Bearer Note to which it appertains. Receipts presented without the Definitive Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee Fixed Rate Notes in definitive bearer form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) shall be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 3 years after the Relevant Date (as defined in Condition 8 (Taxation)) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer Note.

6.3 Payments in respect of Bearer Global Notes

Payments of principal and interest (if any) in respect of Bearer Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in this Condition 6 (Payments) in relation to Definitive Bearer Notes or otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of the Principal Paying Agent or any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note in bearer form, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it was presented.

6.4 Payments in respect of Registered Notes

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Registered Note (whether or not in global form) will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Note at the specified office of the Registrar. Such payments will be made by transfer to the Designated Account (as defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the register of holders of the Registered Notes maintained by the Registrar (the Register) (i) where in global form, at the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) before the relevant due date and (ii) where in definitive form, at the close of business on the third business day (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar is located) before the relevant due date. Notwithstanding the previous sentence, if (a) a holder does not have a Designated Account or (b) the principal amount of the Notes held by a holder is less than €200,000 (or its approximate equivalent in any other Specified Currency), payment will instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined below). For these purposes, Designated Account means the account (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by a holder with a Designated Bank and identified as such in the Register and Designated Bank means (in the case of payment in a Specified Currency other than euro) a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively) and (in the case of a payment in euro) any bank which processes payments in euro.

Payments of interest and payments of instalments of principal (other than the final instalment) in respect of each Registered Note (whether or not in global form) will be made by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the business day in the city where the specified office of the Registrar is located immediately preceding the relevant due date to the holder (or the first named of joint holders) of the Registered Note appearing in the Register (i) where in global form, at the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) before the relevant due date and (ii) where in definitive form, at the close of business on the fifteenth day (whether or not such fifteenth day is a business day) before the relevant due date (the Record Date) at his address shown in the Register on the Record Date and at his risk. Upon application of the holder to the specified office of the Registrar not less than three business days in the city where the specified office of the Registrar is located before the due date for any payment of interest in respect of a Registered Note, the payment may be made by transfer on the due date in the manner provided in the preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest (other than interest due on redemption) and instalments of principal (other than the final instalment) in respect of the Registered Notes which become payable to the holder who has made the initial application until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest due in respect of each Registered Note on redemption and the final instalment of principal will be made in the same manner as payment of the principal amount of such Registered Note.

Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Note as a result of a cheque posted in accordance with this Condition 6.4 (Payments in respect of Registered Notes) arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such holders by the Registrar in respect of any payments of principal or interest in respect of the Registered Notes.

None of the Issuer, the Guarantors, the Trustee, the Paying Agents, the Transfer Agents, the Registrar or the Calculation Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

6.5 General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition 6.5 (General provisions applicable to payments), if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

• (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
• (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
• (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantors, adverse tax consequences to the Issuer or the Guarantors.

If payment cannot be made in accordance with this Condition 6.5 (General provisions applicable to payments) because appropriate account details have not been provided, the Issuer has no obligation to make the payment until the Paying Agent has received those details together with a claim for payment and evidence to its satisfaction of the entitlement of the payee. No interest or other amount will be payable in respect of the delay.

Except as provided in the Trust Deed, no person other than the Trustee shall be entitled to enforce any obligation of the Issuer or the Guarantors to make any payment in respect of the Notes.

6.6 Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 9 (Prescription)) is:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
• (i) in the case of Notes in definitive form only, the relevant place of presentation;
• (ii) London or, if the location of the Principal Paying Agent is not London, the location of the Principal Paying Agent;
• (iii) each Additional Financial Centre specified in the applicable Pricing Supplement; and
• (b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

6.7 Interpretation of principal and interest

Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

• (a) any additional amounts which may be payable with respect to principal under Condition 8 (Taxation) or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
• (b) the Final Redemption Amount of the Notes;
• (c) the Early Redemption Amount of the Notes;
• (d) the Optional Redemption Amount(s) (if any) of the Notes;
• (e) in relation to Notes redeemable in instalments, the Instalment Amounts;
• (f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 8.5 (Redemption and Purchase – Early Redemption Amounts)); and
• (g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in these Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 (Taxation) or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

7. REDEMPTION AND PURCHASE

7.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date specified in the applicable Pricing Supplement.

7.2 Redemption for tax reasons

Subject to Condition 7.5 (Early Redemption Amounts), the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 days' and not more than 60 days' notice to the Trustee and the Principal Paying Agent and, in accordance with Condition 14 (Notices), the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that, as a result of any change in, or amendment to the laws or regulations of a Tax Jurisdiction (as defined in Condition 8 (Taxation)) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (Taxation) or any Guarantor would be unable for reasons outside their control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case, and such obligation cannot be avoided by the Issuer or, as the case may be, the relevant Guarantor taking reasonable measures available to them provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the relevant Guarantor, would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition 7.2 (Redemption for tax reasons), the Issuer shall deliver to the Trustee (i) a certificate signed by two Directors of the Issuer or, as the case may be, two Directors of the relevant Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the relevant Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event the same shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders.

Notes redeemed pursuant to this Condition 7.2 (Redemption for tax reasons) will be redeemed at their Early Redemption Amount referred to in Condition 7.5 (Early Redemption Amounts) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

7.3 Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified as being applicable in the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in the applicable Pricing Supplement to the Noteholders in accordance with Condition 14 (Notices) (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement. In the case of a partial redemption of Definitive Bearer Notes or Definitive Registered Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by Definitive Bearer Notes or Definitive Registered Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 (Notices) not less than 15 days prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this Condition 7.3 (Redemption at the option of the Issuer (Issuer Call)) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 14 (Notices) at least five days prior to the Selection Date.

7.4 Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified as being applicable in the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 14 (Notices) not less than the minimum period nor more than the maximum period of notice specified in the applicable Pricing Supplement, the Issuer will, upon the expiry of such notice, redeem such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. Registered Notes may be redeemed under this Condition 7.4 (Redemption at the option of the Noteholders (Investor Put)) in any multiple of their lowest Specified Denomination. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Pricing Supplement.

To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent (in the case of Definitive Bearer Notes) or the Registrar (in the case of Definitive Registered Notes) at any time during normal business hours of such Paying Agent or, as the case may be, the Registrar, falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7.4 (Redemption at the option of the Noteholders (Investor Put)) and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an address to which a new Registered Note in respect of the balance of such Registered Notes is to be sent subject to and in accordance with the provisions of Condition 2.2 (Transfers of Registered Notes in definitive form). If this Note is a Definitive Bearer Note, the Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary, as the case may be, for them to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Principal Paying Agent for notation accordingly.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 7.4 (Redemption at the option of the Noteholders (Investor Put)) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 10 (Events of Default), in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 7.4 (Redemption at the option of the Noteholders (Investor Put)).

7.5 Early Redemption Amounts

For the purpose of Condition 7.2 (Redemption for tax reasons) above and Condition 10 (Events of Default), each Note will be redeemed at its Early Redemption Amount calculated as follows:

• (a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
• (b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Pricing Supplement or, if no such amount or manner is so specified in the applicable Pricing Supplement, at its nominal amount; or

(c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:

Early Redemption Amount = RP × (1 + AY)^y

where:

RPmeans the Reference Price;

• AYmeans the Accrual Yield expressed as a decimal; and
• y is the Day Count Fraction specified in the applicable Pricing Supplement which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365.

7.6 Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates specified in the applicable Pricing Supplement. In the case of early redemption, the Early Redemption Amount of Instalment Notes will be determined in the manner specified in the applicable Pricing Supplement.

7.7 Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Pricing Supplement.

7.8 Purchases

The Issuer, each Guarantor and any of their respective Subsidiaries may at any time purchase Notes (provided that, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) in any manner and at any price in the open market or otherwise. All such Notes must be surrendered to any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) for cancellation.

7.9 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 7.8 (Purchases) above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be reissued or resold.

7.10 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1 (Redemption at maturity), 7.2 (Redemption for tax reasons), 7.3 (Redemption at the option of the Issuer (Issuer call)) or 7.4 (Redemption at the option of the Noteholders (Investor put)) above or upon its becoming due and repayable as provided in Condition 10 (Events of Default) is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.5(c) (Early Redemption Amounts) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

• (a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
• (b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Principal Paying Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14 (Notices).

8. TAXATION

All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantors will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:

• (a) presented for payment in any Tax Jurisdiction; or
• (b) the holder of which is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the Trustee or the holder being an 'associate' for the purpose of and as defined in the Australian Tax Act or the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon or where the withholding or deduction could be avoided by the holder of a Note in definitive form complying, or procuring that any third party complied, with any statutory requirements or making, or procuring that a third party made, a declaration or any other statement including, but not limited to, a declaration of residence or non-residence or other similar claim for exemption to the appropriate authority, Paying Agent, Issuer or Guarantor which such holder is legally capable and competent of making but fails to do so; or
• (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.6 (Payment Day)).

For the avoidance of doubt, none of the Issuer, the Guarantors or any other person will be required to pay any additional amounts in respect of FATCA Withholding.

As used herein:

Australian Tax Act means the Income Assessment Acts of 1936 and 1997 of Australia;

Tax Jurisdiction means Australia or any political subdivision or any authority thereof or therein having power to tax; and

the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Principal Paying Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14 (Notices).

9. PRESCRIPTION

The Notes, Receipts and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8 (Taxation)) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition 9 (Prescription) or Condition 6.2 (Payments - Presentation of Definitive Bearer Notes, Receipts and Coupons) or any Talon which would be void pursuant to Condition 6.2 (Payments - Presentation of Definitive Bearer Notes, Receipts and Coupons).

10. EVENTS OF DEFAULT AND ENFORCEMENT

10.1 Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice in writing to the Issuer and the Guarantors that each Note is, and each Note shall thereupon immediately become, due and repayable at its Early Redemption Amount, together with accrued interest as provided in the Trust Deed, if any of the following events (each an Event of Default) shall occur:

• (a) the Issuer fails to pay or repay any amount of principal or interest due in respect of the Notes when due and payable and does not remedy that failure within 7 Business Days in the case of principal and 14 Business Days in the case of interest;
• (b) the Issuer or any Guarantor breaches, or fails to fully observe or perform, any of its material obligations or undertakings under or in connection with the Notes, the Trust Deed or the Guarantee and if, in the opinion of the Trustee, the breach or failure is capable of remedy, the breach or failure is not remedied within 30 days after the Issuer or such Guarantor receives notice requiring remedy of the breach or failure from the Trustee;
• (c) any Financial Indebtedness of the Issuer and/or any Guarantor and/or any Material Subsidiary in an aggregate amount in excess of A\$50,000,000 (or its equivalent in any other currency or currencies):
• (i) becomes due and payable before the scheduled date for payment by reason of the occurrence of a default or event of default (however described); or
• (ii) is not paid when due (after taking into account any originally applicable grace period);
• (d) any Encumbrance is enforced against any asset or assets of the Issuer, a Guarantor, a Trust or a Material Subsidiary and the aggregate value of such

asset or assets or the amount secured by the Encumbrance is greater than A\$50,000,000 (or its equivalent in any other currency or currencies);

• (e) a distress, attachment, execution or other process of a Government Agency is issued against, levied or entered upon any asset or assets of the Issuer, a Guarantor, a Trust or a Material Subsidiary in an aggregate amount exceeding A\$50,000,000 (or its equivalent in any other currency or currencies) and is not set aside or satisfied within 30 days;
• (f) the Issuer, a Guarantor or a Material Subsidiary is, or is presumed to be, insolvent (within the meaning of the Corporations Act) or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend all or substantially all of its debts;
• (g) a receiver, receiver and manager, administrative receiver, administrator or similar official is appointed to the Issuer, a Guarantor or a Material Subsidiary, unless the appointment is on terms approved by an Extraordinary Resolution of Noteholders;
• (h) any of the following occur:
• (i) an application is made and not stayed or set aside within 60 days or an order is made;
• (ii) proceedings are commenced; or
• (iii) a resolution is passed or proposed by the Issuer, such Guarantor or such Material Subsidiary,

for the winding up, dissolution, receivership or administration of the Issuer, any Guarantor or any Material Subsidiary (other than on terms approved by an Extraordinary Resolution of Noteholders);

• (i) the Issuer, a Guarantor or a Material Subsidiary is deregistered, or any steps are taken to deregister the Issuer, a Guarantor or a Material Subsidiary, under the Corporations Act (to avoid doubt, excluding the deregistration of any Trust as a managed investment scheme), other than on terms approved by an Extraordinary Resolution of Noteholders;
• (j) the Issuer, a Guarantor or a Material Subsidiary enters into or resolves to enter into any composition or compromise with, or assignment for the benefit of, any of its creditors or a moratorium is declared or comes into effect in respect of all or a substantial part of the debts of the Issuer, a Guarantor or a Material Subsidiary;
• (k) the Issuer, a Guarantor or a Material Subsidiary merges with any person, or demergers, (including by way of a scheme of arrangement) other than:
• (i) on terms approved by an Extraordinary Resolution of Noteholders); or
• (ii) where entered into on a solvent basis and, in the case of the Issuer or a Guarantor, where the surviving Entity or Entities is or are incorporated in the same jurisdiction as the Issuer or that Guarantor (as applicable) and have or assume all of the obligations of the Issuer or that Guarantor (as applicable) under the Notes;

• (l) a material provision of the Notes or a Transaction Document is illegal, void, voidable or unenforceable or is claimed to be so by the Issuer or a Guarantor;

• (m) the Issuer or a Guarantor becomes entitled to or claims to be entitled to, terminate, rescind or avoid any material provision of the Notes or any Transaction Document to which it is a party;

• (n) the execution, delivery or performance by the Issuer or a Guarantor of the Notes or any Transaction Document to which it is a party breaches or results in a contravention of any law;
• (o) an order is made by any court for the removal of the Issuer or any Guarantor as trustee of any Trust of which it is now trustee or responsible entity or, in the case of any Trust of which the Issuer or a Guarantor is trustee or responsible entity, the Issuer or that Guarantor ceases to be a trustee or responsible entity and, in each case, is not replaced by another member of the Group or another person who, within 10 Business Days, assumes the obligations of the Issuer or that Guarantor (as applicable) under the Transaction Documents;
• (p) any Trust is held or is conceded by its trustee or responsible entity not to have been constituted or to have been imperfectly constituted;
• (q) the Issuer or a Guarantor that is a trustee or responsible entity of a Trust ceases to be authorised under the trust deed for that Trust to hold the property of that Trust in its name and to perform its obligations under the Transaction Documents to which it is a party (except as a result of the replacement of that trustee or responsible entity in accordance with clause 25 of the Trust Deed or clause 15 of the Guarantee);
• (r) the Issuer or a Guarantor that is a trustee or responsible entity of any Trust ceases to be entitled to be indemnified in respect of liabilities under the Transaction Documents to which it is a party out of the assets of the Trust;
• (s) a change is made to any trust deed for a Trust which adversely affects the validity or enforceability of a Transaction Document or the ability of the Issuer or any Guarantor to perform obligations under the Transaction Documents to which it is a party;
• (t) in respect of any Trust there is at any time any further restriction or limitation or derogation from a trustee's or responsible entity's right of indemnity or that right of indemnity does not at any time have priority over the rights of beneficiaries of that Trust; or
• (u) any event under the laws of any relevant jurisdiction having an analogous effect to any of the events referred to in Conditions 10.1(e), 10.1(f), 10.1(g), 10.1(h) or 10.1(i) (Events of Default) above.

As used in these Conditions:

Material Subsidiary means any member of the Group which directly holds more than five per cent. of the Total Tangible Assets of the Group (as determined at any time by reference to the then most recent publicly available financial reports of the Group). To avoid doubt, units and shares held by a member of the Group (the Relevant Member) in, and receivables owing to the Relevant Member by, another member of the Group will not be included when determining the Total Tangible Assets which are directly held by the Relevant Member;

Transaction Document means each of the Trust Deed, the Agency Agreement and the Guarantee; and

Trust means Vicinity Centres Trust (ARSN 104 931 928) and each trust or registered managed investment scheme:

• (a) listed in schedule 1 to the Guarantee; or
• (b) listed in any accession deed poll executed and delivered under clause 14 of the Guarantee,

unless the trustee or responsible entity of a trust or registered managed investment scheme referred to in paragraph (a) or (b) has, in its capacity as such, ceased to be a party to the Guarantee, other than in connection with a replacement of that trustee or responsible entity in accordance with clause 15 of the Guarantee.

10.2 Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Guarantee, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Guarantee, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and such failure is continuing.

11. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent, or as the case may be, the Registrar, upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity and/or security as the Issuer, the Principal Paying Agent or the Registrar may require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12. PAYING AGENTS AND REGISTRAR

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of the Registrar or any Paying Agent and/or appoint additional or other Paying Agents, Registrar or Transfer Agents, provided that:

• (a) there will at all times be a Principal Paying Agent and a Registrar;
• (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
• (c) so long as any Notes are listed on the Singapore Exchange Securities Trading Limited (the SGX-ST) and the rules of the SGX-ST so require the Issuer shall appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Note is exchanged for definitive Notes. In addition, in the event that the Global Note is exchanged for definitive Notes, announcement of such exchange shall be made by or on behalf of the Issuer through the SGX-ST and such announcement will include all material

information with respect to the delivery of the definitive Notes, including details of the paying agent in Singapore.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 (General provisions applicable to payments). Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 14 (Notices).

In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer, the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to be the successor paying agent.

13. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9 (Prescription).

14. NOTICES

All notices regarding Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper having general circulation in Asia (which is expected to be the Asian Wall Street Journal). The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Registered Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes). Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Principal Paying Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Principal Paying Agent, the Registrar and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including among other things the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, any Guarantor or the Trustee and shall be convened by the Trustee if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes of any Series for the time being remaining outstanding and subject to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction against all costs and expenses. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons, the Guarantee or the Trust Deed (including, but not limited to, reducing or cancelling the amount payable or, in certain circumstances, modifying the method of calculating the amount payable or modifying the date of payment or, where applicable, the method of calculating the date of payment in respect of any principal or interest in respect of the Notes or the Guarantee, altering the currency in which payments under the Notes, Coupons or Guarantee are to be made, altering the majority required to pass an Extraordinary Resolution and altering the terms of the Guarantee), the quorum shall be one or more persons holding or representing not less than 66.67 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.

In addition, a resolution in writing signed by or on behalf of Noteholders of not less than 75 per cent. in principal amount of the Notes who for the time being are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

The Trustee may (but shall not be obliged to) agree, without the consent of the Noteholders, Receiptholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes, the Agency Agreement, the Trust Deed or the Guarantee, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may (but shall not be obliged to) agree, without any such consent as aforesaid, to any modification which in its opinion is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of law. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee shall otherwise agree, any such modification shall be notified to the Noteholders in accordance with Condition 14 (Notices) as soon as practicable thereafter.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in Condition 8 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 8 (Taxation) pursuant to the Trust Deed.

The Trustee may (but is not obliged to), without the consent of the Noteholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition 15 (Meetings of Noteholders, Modification and Waiver)) as the principal debtor under the Notes, the Receipts, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer or any Guarantor, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Guarantors, (b) the Trustee being satisfied in its discretion that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Trust Deed being complied with.

In relation to any proposed modification or revocation of the Guarantee, the Trustee shall act on the instructions of the Noteholders in approving or not approving such modification or revocation. Any such approval shall require an Extraordinary Resolution of the Noteholders. For these purposes, the Trustee shall only be required to obtain such instructions or approval from the Noteholders of all Series together as a class, and not from the Noteholders of each issue, Tranche or Series of Notes separately. Notwithstanding the foregoing, in no case need the Trustee have regard to the effect on individual Noteholders, Couponholders or Receiptholders of such modification or revocation or of any action taken or not taken with respect thereto.

16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or any Guarantor and/or any person or body corporate associated with the Issuer or any Guarantor and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any Guarantor and/or any person or body corporate associated with the Issuer or any Guarantor, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders and (c) to retain and not be liable to account for any profit made or share of brokerage or commission or remuneration or any other amount or benefit received thereby or in connection therewith.

17. FURTHER ISSUES

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION

19.1 Governing law

The Trust Deed, the Agency Agreement, the Notes, the Receipts, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed, the Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and construed in accordance with, English law.

The Guarantee is governed by, and construed in accordance with, the laws of the State of Victoria and applicable laws of the Commonwealth of Australia.

19.2 Submission to jurisdiction

• (a) Subject to Condition 19.2(c) (Submission to jurisdiction) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons (a Dispute) and accordingly each of the Issuer and the Guarantors in relation to any Dispute submit to the exclusive jurisdiction of the English courts.
• (b) For the purposes of this Condition 19.2 (Submission to jurisdiction), the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
• (c) To the extent allowed by law, the Trustee, the Noteholders, the Receiptholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

19.3 Appointment of Process Agent

Each of the Issuer and the Guarantors have irrevocably appointed Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Law Debenture Corporate Services Limited being unable or unwilling for any reason so to act, it will promptly appoint another person as its agent for service of process in England in respect of any Dispute and will notify the Trustee in writing of the name and address of such new agent for service of process. Each of the Issuer and the Guarantors have agreed that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

19.4 Other documents

The Issuer and the Guarantors have in the Trust Deed and the Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. The Guarantors have in the Guarantee submitted to the jurisdiction of the courts of the State of Victoria.

SCHEDULE 2

Forms of Global and Definitive Notes, Receipts, Coupons and Talons

Part 1

FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]*

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) (the "Issuer")

€2,000,000,000 Euro Medium Term Note Programme

guaranteed by Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348) (the "Guarantors")

Temporary Global Note

This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer (the "Notes") of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and modified by the Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevail.

Words and expressions defined in the Conditions shall bear the same meanings when used in this Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 7 March 2018 and made between the Issuer, the Guarantors and The Bank of New York Mellon, London Branch as trustee for the holders of the Notes.

For value received, the Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note

at the specified office of the Principal Paying Agent at One Canada Square, London E14 5AL, United Kingdom or such other specified office as may be specified for this purpose in accordance with the Conditions or at the specified office of any of the other Paying Agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but in any case subject to the requirements as to certification provided below.

On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment or purchase and cancellation the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled or the amount of such instalment so paid. The nominal amount from time to time of this Global Note and of the Notes represented by this Global Note following any such redemption, payment of an instalment or purchase and cancellation as aforesaid or any exchange as referred to below shall be the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Parts II, III, IV or V of Schedule One hereto or in Schedule Two hereto.

Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will only be made to the bearer hereof to the extent that there is presented to the Principal Paying Agent by Clearstream Banking S.A. ("Clearstream, Luxembourg") or Euroclear Bank SA/NV ("Euroclear") a certificate to the effect that it has received from or in respect of a person entitled to a particular nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global Note will not (unless upon due presentation of this Global Note for exchange, delivery of the appropriate number of Definitive Bearer Notes (together, if applicable, with the Receipts, Coupons and Talons appertaining thereto in or substantially in the forms set out in Parts 3, 4, 5 and 6 of Schedule 2 to the Trust Deed) or, as the case may be, issue and delivery (or, as the case may be, endorsement) of the Permanent Global Note is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled to receive any payment hereon due on or after the Exchange Date.

On or after the date (the "Exchange Date") which is 40 days after the Issue Date this Global Note may be exchanged (free of charge) in whole or in part for, as specified in the Pricing Supplement, either (a) Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons (on the basis that all the appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons and the relevant information supplementing, replacing or modifying the Conditions appearing in the Pricing Supplement has been endorsed on or attached to such Definitive Bearer Notes) or (b) a Permanent Global Note, in or substantially in the form set out in Part 2 of Schedule 2 to the Trust Deed (together with the Pricing Supplement attached thereto) upon notice being given by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note and subject, in the case of Definitive Bearer Notes, to such notice period as is specified in the Pricing Supplement.

If Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global Note may only thereafter be exchanged for Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons pursuant to the terms hereof.

Presentation of this Global Note for exchange shall be made by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for business in London at the office of the Principal Paying Agent specified above. The Issuer shall procure that Definitive Bearer Notes or (as the case may be) the Permanent Global Note shall be so issued and delivered in exchange for only that portion of this Global Note in respect of which there shall have been presented to the Principal Paying Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a particular nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it.

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to the Principal Paying Agent. On an exchange of part only of this Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of this Global Note so exchanged. On any exchange of this Global Note for a Permanent Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange shall be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall (subject as provided in the next paragraph) in all respects (except as otherwise provided herein) be entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Receipts, Coupons and/or Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as applicable) of Schedule 2 to the Trust Deed.

Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes represented by this Global Note (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Trustee, the Principal Paying Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal, premium and interest on such nominal amount of such Notes, the right to which shall be vested, as against the Issuer and the Guarantors, solely in the bearer of this Global Note in accordance with and subject to the terms of this Global Note and the Trust Deed.

This Global Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the Issuer submits to the non-exclusive jurisdiction of the English courts for all purposes in connection with this Global Note.

A person who is not a party to this Global Note has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note shall not be valid unless authenticated by The Bank of New York Mellon, London Branch as Principal Paying Agent.

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

Issued as of ____________________.

Signed for VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust

by its attorney in the presence of:

…………………………………………… …………………………………………… Witness Signature Attorney Signature

Print Name: Print Name:

Authenticated without recourse, warranty or liability by The Bank of New York Mellon, London Branch as Principal Paying Agent

By: ............................................ Authorised Officer

- 89 -

SCHEDULE ONE

PART I

INTEREST PAYMENTS

Date made	Interest Payment Date	Total amount of interest payable	Amount of interest paid	Confirmation of payment by or on behalf of the Issuer

• 90 - PART II

PAYMENT OF INSTALMENT AMOUNTS

Date made	Total amount of Instalment Amounts payable	Amount of Instalment Amounts paid	Remaining nominal amount of this Global Note following such payment*	Confirmation of payment by or on behalf of the Issuer

- 91 - PART III

REDEMPTIONS

Date made	Total amount of principal payable	Amount of principal paid	Remaining nominal amount of this Global Note following such redemption*	Confirmation of redemption by or on behalf of the Issuer

- 92 - PART IV

PURCHASES AND CANCELLATIONS

Date made	Part of nominal amount of this Global Note purchased and cancelled	Remaining nominal amount of this Global Note following such purchase and cancellation*	Confirmation of purchase and cancellation by or on behalf of the Issuer or any Guarantor

SCHEDULE TWO

EXCHANGES FOR DEFINITIVE BEARER NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Bearer Notes or a part of a Permanent Global Note have been made:

Date made	Nominal amount of this Global Note exchanged for Definitive Bearer Notes or a part of a Permanent Global Note	Remaining nominal amount of this Global Note following such exchange*	Notation made by or on behalf of the Issuer

- 94 -

Part 2

FORM OF PERMANENT GLOBAL NOTE

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

(the "Guarantors")

Permanent Global Note

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]*

This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer (the "Notes") of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and modified by the Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevail.

Words and expressions defined in the Conditions shall bear the same meanings when used in this Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 7 March 2018 and made between the Issuer, the Guarantors and The Bank of New York Mellon, London Branch as trustee for the holders of the Notes.

For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note at the specified office of the Principal Paying Agent at One Canada Square, London E14 5AL, United Kingdom, or such other specified office as may be specified for this purpose in accordance with the Conditions or at

On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment, purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment or purchase and cancellation the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled or the amount of such instalment so paid. The nominal amount from time to time of this Global Note and of the Notes represented by this Global Note following any such redemption, payment of an instalment or purchase and cancellation as aforesaid or any exchange as referred to below shall be the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Parts II, III, IV or V of Schedule One hereto or in Schedule Two hereto.

Where TEFRA D is specified in the applicable Pricing Supplement, the Notes will initially have been represented by a Temporary Global Note. On any exchange of such Temporary Global Note issued in respect of the Notes for this Global Note or any part hereof, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be increased by the nominal amount of the Temporary Global Note so exchanged.

This Global Note may be exchanged (free of charge) in whole, but not in part, for Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons in or substantially in the forms set out in Parts 3, 4, 5 and 6 of Schedule 2 to the Trust Deed (on the basis that all the appropriate details have been included on the face of such Definitive Bearer Notes and (if applicable) Receipts, Coupons and/or Talons and the relevant information supplementing, replacing or modifying the Conditions appearing in the Pricing Supplement has been endorsed on or attached to such Definitive Bearer Notes) only upon the occurrence of an Exchange Event.

An "Exchange Event" means the Issuer has been notified that both Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor or alternative clearing system satisfactory to the Issuer, the Trustee and the Principal Paying Agent is available.

If this Global Note is exchangeable following the occurrence of an Exchange Event:

• (i) the Issuer will promptly give notice to Noteholders in accordance with Condition 14 upon the occurrence of such Exchange Event; and
• (ii) Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this Global Note) or the Trustee may give notice to the Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (i) above, the Issuer may also give notice to the Principal Paying Agent requesting exchange.

Any such exchange shall occur on a date specified in the notice not more than 45 days after the date of receipt of the first relevant notice by the Principal Paying Agent.

The first notice requesting exchange in accordance with the above provisions shall give rise to the issue of Definitive Bearer Notes for the total nominal amount of Notes represented by this Global Note.

Any such exchange as aforesaid will be made upon presentation of this Global Note by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for business in London at the office of the Principal Paying Agent specified above.

The aggregate nominal amount of Definitive Bearer Notes issued upon an exchange of this Global Note will be equal to the aggregate nominal amount of this Global Note. Upon exchange of this Global Note for Definitive Bearer Notes, the Principal Paying Agent shall cancel it or procure that it is cancelled.

Until the exchange of the whole of this Global Note as aforesaid the bearer hereof shall (subject as provided in the next paragraph) in all respects be entitled to the same benefits as if he were the bearer of Definitive Bearer Notes and the relative Receipts, Coupons and/or Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as applicable) of Schedule 2 to the Trust Deed.

Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes represented by this Global Note (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Trustee, the Principal Paying Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal, premium and interest on such nominal amount of such Notes, the right to which shall be vested, as against the Issuer and the Guarantors, solely in the bearer of this Global Note in accordance with and subject to the terms of this Global Note and the Trust Deed.

This Global Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the Issuer submits to the non-exclusive jurisdiction of the English courts for all purposes in connection with this Global Note.

A person who is not a party to this Global Note has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note shall not be valid unless authenticated by The Bank of New York Mellon, London Branch as Principal Paying Agent.

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

Issued as of ____.

Signed for VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

…………………………… …………………………………………… Witness Signature Attorney Signature

Print Name: Print Name:

Authenticated without recourse, warranty or liability by The Bank of New York Mellon, London Branch as Principal Paying Agent

By: ............................................ Authorised Officer

- 98 - SCHEDULE ONE

PART I

INTEREST PAYMENTS

Date made	Interest Payment Date	Total amount of interest payable	Amount of interest paid	Confirmation of payment by or on behalf of the Issuer

• 99 -

PART II

PAYMENT OF INSTALMENT AMOUNTS

Date made	Total amount of Instalment Amounts payable	Amount of Instalment Amounts paid	Remaining nominal amount of this Global Note following such payment*	Confirmation of payment by or on behalf of the Issuer

- 100 -

PART III

REDEMPTIONS

Date made	Total amount of principal payable	Amount of principal paid	Remaining nominal amount of this Global Note following such redemption*	Confirmation of redemption by or on behalf of the Issuer

- 101 -

PART IV

PURCHASES AND CANCELLATIONS

Date made	Part of nominal amount of this Global Note purchased and cancelled	Remaining nominal amount of this Global Note following such purchase and cancellation*	Confirmation of purchase and cancellation by or on behalf of the Issuer or any Guarantor

- 102 - Schedule Two

EXCHANGES FOR DEFINITIVE BEARER NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Bearer Notes or a part of a Permanent Global Note have been made:

Date made	Nominal amount of this Global Note exchanged for Definitive Bearer Notes or a part of a Permanent Global Note	Remaining nominal amount of this Global Note following such exchange*	Notation made by or on behalf of the Issuer

- 103 -

Part 3

FORM OF DEFINITIVE BEARER NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]*

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 149 781 322) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

(the "Guarantors")

Definitive Bearer Note

This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] of the Issuer (the "Notes"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information appearing in the Pricing Supplement (the "Pricing Supplement") endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information will prevail.

Words and expressions defined in the Conditions shall bear the same meanings when used in this Note.

This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 7 March 2018 and made between the Issuer, the Guarantors and The Bank of New York Mellon, London Branch as trustee for the holders of the Notes.

For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] [on the Maturity Date and/or on] such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

This Note shall not be valid unless authenticated by The Bank of New York Mellon, London Branch as Principal Paying Agent.

- 104 -

IN WITNESS whereof this Note has been executed on behalf of the Issuer.

Issued as of ____________________________.

Signed for

VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

Witness Signature Attorney Signature

……………………………… ……………………………………………

Print Name: Print Name:

Authenticated without recourse, warranty or liability by The Bank of New York Mellon, London Branch as Principal Paying Agent

By: ............................................ Authorised Officer

- 105 - [Conditions]

[Conditions to be as set out in Schedule 1 to this Trust Deed]

- 106 - Pricing Supplement

[Here to be set out the text of the relevant information supplementing, replacing or modifying the Conditions which appears in the Pricing Supplement relating to the Notes]

- 107 -

Part 4

FORM OF RECEIPT

[Face of Receipt]

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [ ]

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] *

Receipt for the sum of [ ] being the instalment of principal payable in accordance with the Terms and Conditions applicable to the Note to which this Receipt appertains (the "Conditions") on [ ].

This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon the holder of this Receipt (whether or not it is for the time being attached to such Note) and is payable at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders).

This Receipt must be presented for payment together with the Note to which it appertains. The Issuer shall have no obligation in respect of any Receipt presented without the Note to which it appertains or any unmatured Receipts.

Signed for

VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

Witness Signature Attorney Signature

…………………………………………… ……………………………………………

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee * Delete where the original maturity of the Notes is 365 days or less.

Part 5

FORM OF COUPON

[Face of Coupon]

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [ ]

[Coupon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]].¹

Part A

[For Fixed Rate Notes

This Coupon is payable to bearer, separately negotiable and subject to the Terms and Conditions of the said Notes. Coupon for [ ] due on [ ], [ ]]

Part B

[For Floating Rate Notes or Index Linked Interest Notes

Coupon for the amount due in accordance with the Terms and Conditions endorsed on, attached to or incorporated by reference into the said Notes on [the Interest Payment Date falling in [ ] [ ]/[ ]]. Coupon due in [ ]]

This Coupon is payable to bearer, separately negotiable and subject to such Terms and Conditions, under which it may become void before its due date.

Delete where the Notes are all of the same denomination.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]²

Signed for VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

…………………………………………… ……………………………………………

Witness Signature Attorney Signature

Delete where the original maturity of the Notes is 365 days or less.

Part 6

FORM OF TALON

[Face of Talon]

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348) [Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

Series No. [ ]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

On and after [ ] further Coupons [and a further Talon] appertaining to the Note to which this Talon appertains will be issued at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Note to which this Talon appertains.

Signed for

VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

…………………………………………… …………………………………………… Witness Signature Attorney Signature

Print name: Print name:

PRINCIPAL PAYING AGENT

The Bank of New York Mellon, London Branch

One Canada Square London E14 5AL United Kingdom

and/or such other or further Principal Paying Agent or other Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders.

Part 7

FORM OF REGISTERED GLOBAL NOTE

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS NOTE FORMS PART.

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (A084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

(the "Guarantors")

Registered Global Note

The Issuer hereby certifies that The Bank of New York Depository (Nominees) Limited is, at the date hereof, entered in the Register as the sole holder of a duly authorised issue of Notes of the Issuer (the "Notes") of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of which is annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and modified by the Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevail.

Words and expressions defined in the Conditions shall bear the same meanings when used in this Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 7 March 2018 and made between the Issuer, the Guarantors and The Bank of New York Mellon, London Branch as trustee for the holders of the Notes (the "Trustee").

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee The Issuer, subject to and in accordance with the Conditions and the Trust Deed, agrees to pay to such registered holder on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note at the specified office of the Registrar at Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg or such other specified office as may be specified for this purpose in accordance with the Conditions.

On any redemption in whole or in part or payment of premium (if any) or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in the Register. Upon any such redemption, payment of an instalment or purchase and cancellation the nominal amount of this Global Note and the Notes held by the registered holder hereof shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled. The nominal amount of this Global Note and of the Notes held by the registered holder hereof following any such redemption or purchase and cancellation as aforesaid or any transfer or exchange as referred to below shall be the nominal amount most recently entered in the Register.

This Global Note may be exchanged in whole, but not in part, for Definitive Registered Notes without Receipt, Coupons or Talons attached only upon the occurrence of an Exchange Event.

An "Exchange Event" means the Issuer has been notified that both Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor or alternative clearing system satisfactory to the Issuer, the Trustee and the Registrar is available.

If this Global Note is exchangeable following the occurrence of an Exchange Event:

• (i) the Issuer will promptly give notice to Noteholders in accordance with Condition 14 upon the occurrence of such Exchange Event; and
• (ii) Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this Global Note) or the Trustee may give notice to the Registrar requesting exchange and, in the event of the occurrence of an Exchange Event as described in 1 above, the Issuer may also give notice to the Registrar requesting exchange. Any such exchange shall occur not later than 10 days after the date of the receipt of the first relevant notice by the Registrar.

Notes represented by this Global Note are transferable only in accordance with, and subject to, the provisions hereof and of the amended and restated Agency Agreement dated 7 March 2018 (as amended and/or supplemented and/or restated from time to time) and the rules and operating procedures of Euroclear and Clearstream, Luxembourg.

On any exchange or transfer as aforesaid pursuant to which either (A) Notes represented by this Global Note are no longer to be so represented or (B) Notes not so represented are to be so represented details of such exchange or transfer shall be entered by or on behalf of the Issuer in the Register, whereupon the nominal amount of this Global Note and the Notes held by the registered holder hereof shall be increased or reduced (as the case may be) by the nominal amount so exchanged or transferred.

Subject as provided in the following two paragraphs, until the exchange of the whole of this Global Note as aforesaid, the registered holder hereof shall in all respects be entitled to the same benefits as if he were the registered holder of Definitive Registered Notes in the form set out in Part 8 of Schedule 2 to the Trust Deed.

Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes represented by this Global Note (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Trustee, the Principal Paying Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal, premium and interest on such nominal amount of such Notes, the right to which shall be vested, as against the Issuer and the Guarantors, solely in the bearer of this Global Note in accordance with and subject to the terms of this Global Note and the Trust Deed.

This Global Note and any non-contractual obligations arising of or in connection with it are governed by, and shall be construed in accordance with, English law and the Issuer submits to the non-exclusive jurisdiction of the English courts for all purposes in connection with this Global Note.

A person who is not a party to this Global Note has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Global Note shall not be valid unless authenticated by The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar.

IN WITNESS whereof the Issuer has caused this Global Note to be duly executed on its behalf.

Issued as of ____________________________.

Signed for VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

Witness Signature Attorney Signature

…………………………………………… ……………………………………………

Print Name: Print Name:

Authenticated without recourse, warranty or liability by The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar

By: ............................................ Authorised Officer

Part 8

FORM OF DEFINITIVE REGISTERED NOTE

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS NOTE FORMS PART.

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

(the "Issuer")

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by

Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (A084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

(the Guarantors)

[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]

This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] of the Issuer. References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out hereon] as supplemented, replaced and modified by the relevant information appearing in the Pricing Supplement (the "Pricing Supplement") endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and the information in the Pricing Supplement, the Pricing Supplement will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Trust Deed (as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 7 March 2018 and made between the Issuer, the Guarantors and The Bank of New York Mellon, London Branch as trustee for the holders of the Notes.

THIS IS TO CERTIFY that [ ] is/are the registered holder(s) of one or more of the above mentioned Notes and is/are entitled on the Maturity Date, or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed.

• 8 -

This Note shall not be valid unless authenticated by The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar.

IN WITNESS whereof this Note has been executed on behalf of the Issuer.

Signed for

VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust

…………………………………………… ……………………………………………

Witness Signature Attorney Signature

Print Name: Print Name:

Authenticated without recourse, warranty or liability by The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar

By: ............................................ Authorised Officer

• 9 -

FORM OF TRANSFER OF REGISTERED NOTE

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to

.....................................................................................................................................................

.....................................................................................................................................................

(Please print or type name and address (including postal code) of transferee)

[Specified Currency][ ] nominal amount of this Note and all rights hereunder, hereby irrevocably constituting and appointing ………………………………………. as attorney to transfer such nominal amount of this Note in the register maintained by The Bank of New York Mellon SA/NV, Luxembourg Branch with full power of substitution.

Signature(s) .................................................

.................................................

Date: ....................................

N.B.: This form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or under the hand of two of its officers duly authorised in writing and, in such latter case, the document so authorising such officers must be delivered with this form of transfer.

- 10 - [Conditions]

[Conditions to be as set out in Schedule 1 to this Trust Deed]

- 11 - Pricing Supplement

[Here to be set out text of the relevant information supplementing, replacing or modifying the Conditions which appear in the Pricing Supplement relating to the Notes.]

SCHEDULE 3

Provisions for Meetings of Noteholders

DEFINITIONS

1. As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:

"Block Voting Instruction" means an English language document issued by a Paying Agent in which:

• (a) it is certified that on the date thereof Notes (whether in definitive form or represented by a Global Note) (not being Notes in respect of which a Voting Certificate has been issued and is outstanding in respect of the meeting specified in such Block Voting Instruction) have been deposited with such Paying Agent or (to the satisfaction of such Paying Agent) are held to its order or under its control or are blocked in an account with a Clearing System and that no such Notes will cease to be so deposited or held or blocked until the first to occur of:
• (i) the conclusion of the meeting specified in such Block Voting Instruction; and
• (ii) the surrender to the Paying Agent, not less than 48 Hours before the time for which such meeting is convened, of the receipt issued by such Paying Agent in respect of each such deposited Note which is to be released or (as the case may require) the Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control or so blocked and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 3(f) of the necessary amendment to the Block Voting Instruction;
• (b) it is certified that each holder of such Notes has instructed such Paying Agent that the vote(s) attributable to the Notes so deposited or held or blocked should be cast in a particular way in relation to the resolution(s) to be put to such meeting and that all such instructions are, during the period commencing 48 Hours prior to the time for which such meeting is convened and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment;
• (c) the aggregate nominal amount of the Notes so deposited or held or blocked is listed distinguishing with regard to each such resolution between those in respect of which instructions have been given that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and
• (d) one or more persons named in such Block Voting Instruction (each hereinafter called a "proxy") is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such Block Voting Instruction;

"Clearing System" means Euroclear and/or Clearstream, Luxembourg and includes in respect of any Note any clearing system on behalf of which such Note is held or which is the bearer or holder of a Note, in either case whether alone or jointly with any other Clearing System(s). For the avoidance of doubt, the provisions of subclause 1.2(g) of the Trust Deed shall apply to this definition;

"Eligible Person" means any one of the following persons who shall be entitled to attend and vote at a meeting:

• (a) a holder of a Note in definitive form;
• (b) a bearer of any Voting Certificate; and
• (c) a proxy specified in any Block Voting Instruction;

"Extraordinary Resolution" means:

• (a) a resolution passed at a meeting duly convened and held in accordance with these presents by a majority consisting of not less than 75 per cent. of the Eligible Persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than 75 per cent. of the votes cast on such poll;
• (b) a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in the nominal amount of the Notes for the time being outstanding, which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Noteholders; or
• (c) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than 75 per cent. of the nominal amount of the Notes for the time being outstanding;

"Ordinary Resolution" means:

• (a) a resolution passed at a meeting duly convened and held in accordance with these presents by a clear majority of the Eligible Persons voting thereat on a show of hands or, if a poll is duly demanded, by a simple majority of the votes cast on such poll; or
• (b) a resolution in writing signed by or on behalf of the holders of not less than a clear majority in the nominal amount of the Notes for the time being outstanding, which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Noteholders; or
• (c) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than a clear majority of the nominal amount of the Notes for the time being outstanding;

"Voting Certificate" means an English language certificate issued by a Paying Agent in which it is stated:

• (a) that on the date thereof Notes (whether in definitive form or represented by a Global Note) (not being Notes in respect of which a Block Voting Instruction has been issued and is outstanding in respect of the meeting specified in such Voting Certificate) were deposited with such Paying Agent or (to the satisfaction of such Paying Agent) are held to its order or under its control or are blocked in an account with a Clearing System and that no such Notes will cease to be so deposited or held or blocked until the first to occur of:
• (i) the conclusion of the meeting specified in such Voting Certificate; and
• (ii) the surrender of the Voting Certificate to the Paying Agent who issued the same; and

(b) that the bearer thereof is entitled to attend and vote at such meeting in respect of the Notes represented by such Voting Certificate;

"24 Hours" means a period of 24 hours including all or part of a day upon which banks are open for general business in both the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for general business in all of the places as aforesaid; and

"48 Hours" means a period of 48 hours including all or part of two days upon which banks are open for general business both in the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for general business in all of the places as aforesaid.

For the purposes of calculating a period of "Clear Days" in relation to a meeting, no account shall be taken of the day on which the notice of such meeting is given (or, in the case of an adjourned meeting, the day on which the meeting to be adjourned is held) or the day on which such meeting is held.

All references in this Schedule to a "meeting" shall, where the context so permits, include any relevant adjourned meeting.

EVIDENCE OF ENTITLEMENT TO ATTEND AND VOTE

1. A holder of a Note (whether in definitive form or represented by a Global Note) may require the issue by a Paying Agent of Voting Certificates and Block Voting Instructions in accordance with the terms of paragraph 3.

For the purposes of paragraph 3, each Agent shall be entitled to rely, without further enquiry, on any information or instructions received from a Clearing System and shall have no liability to any Noteholder or other person for any loss, damage, cost, claim or other liability occasioned by its acting in reliance thereon, nor for any failure by a Clearing System to deliver information or instructions to any Agent.

The holder of any Voting Certificate or the proxies named in any Block Voting Instruction shall for all purposes in connection with the relevant meeting be deemed to be the holder of the Notes to which such Voting Certificate or Block Voting Instruction relates and the Paying Agent with which such Notes have been deposited or the person holding Notes to the order or under the control of such Paying Agent or the Clearing System in which such Notes have been blocked shall be deemed for such purposes not to be the holder of those Notes.

PROCEDURE FOR ISSUE OF VOTING CERTIFICATES, BLOCK VOTING INSTRUCTIONS AND PROXIES

3. (a) Definitive Notes not held in a Clearing System – Voting Certificate

A holder of a Note in definitive form which is not held in an account with any Clearing System (not being a Note in respect of which a Block Voting Instruction has been issued and is outstanding in respect of the meeting specified in such Voting Certificate) may obtain a Voting Certificate in respect of such Note from a Paying Agent subject to such Noteholder having procured that such Note is deposited with such Paying Agent or (to the satisfaction of such Paying Agent) is held to its order or under its control upon terms that no such Note will cease to be so deposited or held until the first to occur of:

• (i) the conclusion of the meeting specified in such Voting Certificate; and
• (ii) the surrender of the Voting Certificate to the Paying Agent who issued the same.

(b) Global Notes and definitive Notes held in a Clearing System – Voting Certificate

A holder of a Note (not being a Note in respect of which instructions have been given to the Agent in accordance with paragraph 3(d)) represented by a Global Note or which is in definitive form and is held in an account with any Clearing System may procure the delivery of a Voting Certificate in respect of such Note by giving notice to the Clearing System through which such Noteholder's interest in the Note is held specifying by name a person (an "Identified Person") (which need not be the Noteholder himself) to collect the Voting Certificate and attend and vote at the meeting. The relevant Voting Certificate will be made available at or shortly prior to the commencement of the meeting by the Agent against presentation by such Identified Person of the form of identification previously notified by such Noteholder to the Clearing System. The Clearing System may prescribe forms of identification (including, without limitation, a passport or driving licence) which it deems appropriate for these purposes. Subject to receipt by the Agent from the Clearing System, no later than 24 Hours prior to the time for which such meeting is convened, of notification of the nominal amount of the Notes to be represented by any such Voting Certificate and the form of identification against presentation of which such Voting Certificate should be released, the Agent shall, without any obligation to make further enquiry, make available Voting Certificates against presentation of the form of identification corresponding to that notified.

(c) Definitive Notes not held in a Clearing System – Block Voting Instruction

A holder of a Note in definitive form which is not held in an account with any Clearing System (not being a Note in respect of which a Voting Certificate has been issued and is outstanding in respect of the meeting specified in such Block Voting Instruction) may require a Paying Agent to issue a Block Voting Instruction in respect of such Note by depositing such Note with such Paying Agent or (to the satisfaction of such Paying Agent) by procuring that, not less than 48 Hours before the time fixed for the relevant meeting, such Note is held to the Paying Agent's order or under its control, in each case on terms that no such Note will cease to be so deposited or held until the first to occur of:

• (i) the conclusion of the meeting specified in such Block Voting Instruction; and
• (ii) the surrender to the Paying Agent, not less than 48 Hours before the time for which such meeting is convened, of the receipt issued by such Paying Agent in respect of each such deposited or held Note which is to be released or (as the case may require) the Note or Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 3(f) hereof of the necessary amendment to the Block Voting Instruction;

and instructing the Paying Agent that the vote(s) attributable to the Note or Notes so deposited or held should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting and that all such instructions are, during the period commencing 48 Hours prior to the time for which such meeting is convened and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment.

(d) Global Notes and definitive Notes held in a Clearing System – Block Voting Instruction

A holder of a Note (not being a Note in respect of which a Voting Certificate has been issued) represented by a Global Note or which is in definitive form and is held in an account with any Clearing System may require the Agent to issue a Block Voting Instruction in respect of such Note by first instructing the Clearing System through which such Noteholder's interest in the Note is held to procure that the votes attributable to such Note should be cast at the meeting in a particular way in relation to the resolution or resolutions to be put to the meeting. Any such instruction shall be given in accordance with the rules of the Clearing System then in effect. Subject to receipt by the Agent of instructions from the Clearing System, no later than 24 Hours prior to the time for which such meeting is convened, of notification of the nominal amount of the Notes in respect of which instructions have been given and the manner in which the votes attributable to such Notes should be cast, the Agent shall, without any obligation to make further enquiry, appoint a proxy to attend the meeting and cast votes in accordance with such instructions.

• (e) Each Block Voting Instruction, together (if so requested by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent, shall be deposited by the relevant Paying Agent at such place as the Trustee shall approve not less than 24 Hours before the time appointed for holding the meeting at which the proxy or proxies named in the Block Voting Instruction proposes to vote, and in default the Block Voting Instruction shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting proceeds to business. A copy of each Block Voting Instruction shall be deposited with the Trustee before the commencement of the meeting but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxy or proxies named in any such Block Voting Instruction.
• (f) Any vote given in accordance with the terms of a Block Voting Instruction shall be valid notwithstanding the previous revocation or amendment of the Block Voting Instruction or of any of the instructions of the relevant Noteholder or the relevant Clearing System (as the case may be) pursuant to which it was executed provided that no intimation in writing of such revocation or amendment has been received from the relevant Paying Agent by the Issuer at its registered office (or such other place as may have been required or approved by the Trustee for the purpose) by the time being 24 Hours before the time appointed for holding the meeting at which the Block Voting Instruction is to be used.

CONVENING OF MEETINGS, QUORUM AND ADJOURNED MEETINGS

1. The Issuer, any Guarantor or the Trustee may at any time, and the Trustee shall upon a requisition in writing in the English language signed by the Noteholders of not less than 10 per cent. in nominal amount of the Notes of any Series for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses, convene a meeting. Whenever the Issuer is about to convene any such meeting, the Issuer shall forthwith give notice in writing to the Trustee of the proposed day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such day, time and place as the Trustee may appoint or approve in writing.

2. 1. At least 21 Clear Days' notice specifying the place, day and hour of meeting shall be given to the Noteholders prior to any meeting in the manner provided by Condition 14. Such notice, which shall be in the English language, shall state generally the nature of the business to be transacted at the meeting thereby convened and, in the case of an Extraordinary Resolution, shall either specify in such notice the terms of such resolution or state fully the effect on the Noteholders of such resolution, if passed. Such notice shall include statements as to the manner in which Noteholders may arrange for Voting Certificates or Block Voting Instructions to be issued. A copy of the notice shall be delivered to the Trustee (unless the meeting is convened by the Trustee), the Guarantors (unless the meeting is convened by the Guarantors) and to the Issuer (unless the meeting is convened by the Issuer).
3. 1. A person (who may but need not be a Noteholder) nominated in writing by the Trustee shall be entitled to take the chair at the relevant meeting, but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for holding the meeting the Noteholders present shall choose one of their number to be Chairman, failing which the Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be the same person as was Chairman of the meeting from which the adjournment took place.
4. 1. At any such meeting one or more Eligible Persons present and holding or representing in the aggregate not less than five per cent. of the nominal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business (including the passing of an Ordinary Resolution) and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of the relevant business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more Eligible Persons present and holding or representing in the aggregate not less than 50 per cent. in the nominal amount of the Notes for the time being outstanding PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall, subject only to clauses 20 and 26 of the Trust Deed, only be capable of being effected after having been approved by Extraordinary Resolution) namely:
5. (a) reduction or cancellation of the amount payable or, where applicable, modification, except where such modification is in the opinion of the Trustee bound to result in an increase, of the method of calculating the amount payable or modification of the date of payment or, where applicable, of the method of calculating the date of payment in respect of any principal or interest in respect of the Notes or the Guarantee;
6. (b) alteration of the currency in which payments under the Notes, Coupons or Guarantee are to be made;
7. (c) alteration of the majority required to pass an Extraordinary Resolution;
8. (d) alteration of the terms of the Guarantee; and
9. (e) alteration of this proviso or the proviso to paragraph 9,

the quorum shall be one or more Eligible Persons present and holding or representing in the aggregate not less than 66.67 per cent. of the nominal amount of the Notes for the time being outstanding.

• 1. If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any such meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the meeting shall if convened upon the requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding Business Day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period, being not less than 13 Clear Days nor more than 42 Clear Days, and to such place as may be appointed by the Chairman either at or subsequent to such meeting and approved by the Trustee). If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any adjourned meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the Chairman may either (with the approval of the Trustee) dissolve such meeting or adjourn the same for such period, being not less than 13 Clear Days (but without any maximum number of Clear Days), and to such place as may be appointed by the Chairman either at or subsequent to such adjourned meeting and approved by the Trustee, and the provisions of this sentence shall apply to all further adjourned such meetings.
• 1. At any adjourned meeting one or more Eligible Persons present (whatever the nominal amount of the Notes so held or represented by them) shall (subject as provided below) form a quorum and shall have power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present PROVIDED THAT at any adjourned meeting the quorum for the transaction of business comprising any of the matters specified in the proviso to paragraph 7 shall be one or more Eligible Persons present and holding or representing in the aggregate not less than 25 per cent. in the nominal amount of the Notes for the time being outstanding.
• 1. Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 in paragraph 5 and such notice shall state the required quorum. Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.
• 1. A meeting that has been validly convened in accordance with paragraph 4 above may be cancelled by the person who convened such meeting by giving at least 10 days' notice (exclusive of the date on which the notice is given and of the day of the meeting) to the Noteholders (with a copy to the Trustee where such meeting was convened by the Issuer or any Guarantor or to the Issuer and the Guarantors where such meeting was convened by the Trustee). Any meeting cancelled in accordance with this paragraph 11 shall be deemed not to have been convened.

CONDUCT OF BUSINESS AT MEETINGS

• 1. Every question submitted to a meeting shall be decided in the first instance by a show of hands. A poll may be demanded (before or on the declaration of the result of the show of hands) by the Chairman, the Issuer, the Guarantors, the Trustee or any Eligible Person (whatever the amount of the Notes so held or represented by him).
• 1. At any meeting, unless a poll is duly demanded, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
• 1. Subject to paragraph 16, if at any such meeting a poll is so demanded it shall be taken in such manner and, subject as hereinafter provided, either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.
• 1. The Chairman may, with the consent of (and shall if directed by) any such meeting, adjourn the same from time to time and from place to place; but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
• 1. Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.
• 1. Any director or officer of the Trustee, its lawyers and financial advisors, any director or officer of the Issuer or the Guarantors, their lawyers and financial advisors, any director or officer of any of the Paying Agents and any other person authorised so to do by the Trustee may attend and speak at any meeting. Save as aforesaid, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting unless he is an Eligible Person. No person shall be entitled to vote at any meeting in respect of Notes which are deemed to be not outstanding by virtue of the proviso to the definition of "outstanding" in clause 1 of the Trust Deed.
• 1. At any meeting:
• (a) on a show of hands every Eligible Person present shall have one vote; and
• (b) on a poll every Eligible Person present shall have one vote in respect of each €1.00 or such other amount as the Trustee may in its absolute discretion stipulate (or, in the case of meetings of holders of Notes denominated in another currency, such amount in such other currency as the Trustee in its absolute discretion may stipulate), in nominal amount of the Notes held or represented by such Eligible Person.

Without prejudice to the obligations of the proxies named in any Block Voting Instruction, any Eligible Person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

• 1. The proxies named in any Block Voting Instruction need not be Noteholders. Nothing herein shall prevent any of the proxies named in any Block Voting Instruction from being a director, officer or representative of or otherwise connected with the Issuer or a Guarantor.
• 1. A meeting shall in addition to the powers hereinbefore given have the following powers exercisable only by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 7 and 9) namely:
• (c) Power to sanction any compromise or arrangement proposed to be made between the Issuer, the Guarantors, the Trustee, any attorney, manager, agent, delegate, nominee, custodian or other person (each, an "Appointee") and the Noteholders and Couponholders or any of them.
• (d) Power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Trustee, any Appointee, the Noteholders, the Couponholders, the Guarantors or the Issuer against any other or others of them

or against any of their property whether such rights arise under these presents or otherwise.

• (e) Power to assent to any modification of the provisions of these presents, the Guarantee or the Agency Agreement which is proposed by the Issuer, the Guarantors, the Trustee or any Noteholder.
• (f) Power to give any authority or sanction which under the provisions of these presents is required to be given by Extraordinary Resolution.
• (g) Power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution.
• (h) Power to approve of a person to be appointed a trustee and power to remove any trustee or trustees for the time being of these presents.
• (i) Power to discharge or exonerate the Trustee and/or any Appointee from all liability in respect of any act or omission for which the Trustee and/or such Appointee may have become responsible under these presents or any other Programme Document.
• (j) Power to authorise the Trustee and/or any Appointee to concur in and execute and do all such deeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution.
• (k) Power to sanction any scheme or proposal for the exchange or sale of the Notes for or the conversion of the Notes into or the cancellation of the Notes in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash.
• 1. Any resolution (i) passed at a meeting of the Noteholders duly convened and held in accordance with these presents, (ii) passed as a resolution in writing in accordance with these presents or (iii) passed by way of electronic consents given by holders through the relevant Clearing System(s) in accordance with these presents shall be binding upon all the Noteholders whether or not present or whether or not represented at such meeting and whether or not voting and upon all Receiptholders, Couponholders and Talonholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 14 by the Issuer within 14 days of such result being known, PROVIDED THAT the non-publication of such notice shall not invalidate such result.
• 1. Minutes of all resolutions and proceedings at every meeting shall be made and entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid, if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings transacted, shall be conclusive evidence of the matters therein contained and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed or transacted.
• 1. (a) If and whenever the Issuer has issued and has outstanding Notes of more than one Series, the foregoing provisions of this Schedule shall have effect subject to the following modifications (subject, in all cases, to clause 15(ff) of the Trust Deed):
• (i) a resolution which in the opinion of the Trustee affects the Notes of only one Series shall be deemed to have been duly passed if passed at a separate meeting (or by a separate resolution in writing or by a separate resolution passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of that Series;
• (ii) a resolution which in the opinion of the Trustee affects the Notes of more than one Series but does not give rise to a conflict of interest between the holders of Notes of any of the Series so affected shall be deemed to have been duly passed if passed at a single meeting (or by a separate resolution in writing or by a separate resolution passed by way of consents received through the relevant clearing system(s)) of the holders of the Notes of all the Series so affected;
• (iii) a resolution which in the opinion of the Trustee affects the Notes of more than one Series and gives or may give rise to a conflict of interest between the holders of the Notes of one Series or group of Series so affected and the holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if passed at separate meetings (or by separate resolutions in writing or by separate resolutions passed by way of consents received through the relevant Clearing System(s)) of the holders of the Notes of each Series or group of Series so affected; and
• (iv) to all such meetings (or resolutions in writing or consent received through the Clearing System(s)) all the preceding provisions of this Schedule shall apply mutatis mutandis as though references therein to Notes and Noteholders were references to the Notes of the Series or group of Series in question or to the holders of such Notes, as the case may be.
• (b) In the case of any meeting of the holders of Notes of more than one currency, the nominal amount of such Notes shall:
  • (i) for the purposes of paragraph 4, be the equivalent in euro at the spot rate of a bank nominated by the Trustee for the conversion of the relevant currency or currencies into euro on the seventh dealing day prior to the day on which the requisition in writing is received by the Issuer; and
  • (ii) for the purposes of paragraphs 7, 9 and 18 (whether in respect of the meeting or any adjourned such meeting or any poll resulting therefrom), be the equivalent at such spot rate on the seventh dealing day prior to the day of such meeting.

In such circumstances, on any poll each person present shall have one vote for each €1.00 (or such other euro amount as the Trustee may in its absolute discretion stipulate) in the nominal amount of the Notes (converted as above) which he holds or represents.

(c) In the case of any meeting of the holders of the Notes of a Series which is not denominated in euro, each person present shall have one vote for such amount of such currency as the Trustee may in its absolute discretion stipulate.

1. Subject to all other provisions of these presents, the Trustee may prescribe such further or alternative regulations regarding the requisitioning and/or the holding of meetings and attendance and voting thereat as the Trustee may in its sole discretion think fit (including, without limitation, the substitution for periods of 24 Hours and 48 Hours referred to in this Schedule of shorter periods). Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System. Notice of any such further or alternative regulations may, at the sole discretion of the Trustee, be given to Noteholders in accordance with Condition 14 at the time of service of any notice convening a meeting or at such other time as the Trustee may decide.

SCHEDULE 4

FORM OF AUTHORISED SIGNATORIES' CERTIFICATE

[on the headed paper of the Issuer]

To: [Trustee]

[Date]

Dear Sirs

[DESCRIPTION OF NOTES]

This certificate is delivered to you in accordance with clause 13(f) of the amended and restated Trust Deed dated 7 March 2018 (the "Trust Deed") and made between, among others, Vicinity Centres RE Ltd as responsible entity of Vicinity Centres Trust (the "Issuer") and The Bank of New York Mellon, London Branch (the "Trustee"). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.

We hereby certify that, to the best of our knowledge, information and belief (having made all reasonable enquiries):

• 1. as at [ ]¹ , no Event of Default or Potential Event of Default existed [other than [ ]]² and no Event of Default or Potential Event of Default had existed at any time since [ ]³ [the certification date (as defined in the Trust Deed) of the last certificate delivered under clause 13(f)⁴ [other than [ ]⁵ ]; and
• 1. from and including [ ]⁶ [the certification date of the last certificate delivered under clause 13(f)⁷ to and including [ ]⁸ , the Issuer has complied in all respects with its obligations under these presents (as defined in the Trust Deed) [other than [ ]]⁹ .

For and on behalf of

VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust

................................................... Authorised Signatory

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee

1 Specify a date not more than 7 days before the date of delivery of the certificate.

² If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.

³ Insert date of Trust Deed in respect of the first certificate delivered under clause 13(f), otherwise delete.

⁴ Include unless the certificate is the first certificate delivered under clause 13(f), in which case delete. 5

If any Event of Default or Potential Event of Default did exist, give details; otherwise delete. 6

Insert date of Trust Deed in respect of the first certificate delivered under clause 13(f), otherwise delete. 7

Include unless the certificate is the first certificate delivered under clause 13(f), in which case delete.

⁸ Specify a date not more than 7 days before the date of delivery of the certificate.

⁹ If the Issuer has failed to comply with any obligation(s), give details; otherwise delete.

- 24 -

SCHEDULE 5

FORM OF DEED OF ACCESSION

• To: Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) (the "Issuer")
• and: The Bank of New York Mellon, London Branch (the "Trustee" and the "Principal Paying Agent")
• and: The Bank of New York Mellon SA/NV, Luxembourg Branch (the "Registrar" and the "Transfer Agent")
• and: [Insert details of any Calculation Agents other than the Principal Paying Agent]
• and: Vicinity Limited (ACN 114 757 783) and Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348) and the other guarantors who have acceded to the terms of the Guarantee pursuant to and in accordance with the terms of the Trust Deed (together, the "Guarantors")
• and: BNP Paribas (the "Arranger")

(together the "Signatories")

From: [Insert details of additional Guarantor] (the "Additional Guarantor")

[Date]

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) €2,000,000,000 Euro Medium Term Note Programme (the "Programme") guaranteed by the Guarantors

THIS DEED OF ACCESSION is made as a deed between the Additional Guarantor and the Signatories on [date].

WHEREAS:

• (A) This Deed of Accession refers to the Programme and to the documents listed in the Schedule hereto (the "Programme Documents"). Unless otherwise defined herein, terms defined in the Trust Deed detailed in the Schedule hereto have the same meanings in this Deed of Accession.
• (B) The Additional Guarantor hereby confirms that it has examined copies of the Programme Documents and that it has found them to its satisfaction.

NOW THIS DEED OF ACCESSION WITNESSETH AND IT IS HEREBY DECLARED as follows:

1. By its execution of this Deed of Accession the Additional Guarantor hereby undertakes for the benefit of each of the Signatories to the extent that they are parties to the relevant Programme Document that, as a party to each of the Programme Documents and any other documents executed in accordance with the terms of a Programme Document, it will be bound by the terms of the Programme Documents and perform and comply with all the duties of a Guarantor under each Programme Document in respect of any Series issued by it (and any related matters).

SNGLIB01/FERRISAN/226991 Hogan Lovells Lee & Lee 2. Each of the Signatories severally undertakes (but only in respect of any Programme Document to which it is a party) that in consideration of the undertakings of the Additional Guarantor referred to above, the Additional Guarantor will become a party to each of the Programme Documents as a "Guarantor" with effect from the date hereof and each of the Signatories undertake to perform their respective duties accordingly.

• 1. References in the Programme Documents to a "Guarantor" shall be read and construed so as to include the Additional Guarantor.
• 1. The Additional Guarantor hereby confirms that its Board of Directors has passed a resolution authorising its accession to the Programme Documents in the manner contemplated herein.
• 1. This Deed of Accession may be executed in any number of counterparts which when taken together shall constitute an original document.
• 1. Clauses 32, 34 and 36 of the Trust Deed shall apply mutatis mutandis to this Deed of Accession as if the references therein to the Trust Deed referred to this Deed of Accession.
• 1. A person who is not a party to this Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.
• 1. [Insert limitation of liability language if the Additional Guarantor is a trustee, responsible entity, manager or custodian of a trust or managed investment scheme, language to be equivalent to clauses 33.2 or 33.3 (as applicable) of the Trust Deed).]

IN WITNESS WHEREOF this Deed of Accession has been executed as a deed on the date first stated at the beginning.

- 26 - SIGNATORIES

Signed Sealed and Delivered for

VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

…………………………………………… Witness Signature	…………………………………………… Attorney Signature
Print Name:	Print Name:
[ADDITIONAL GUARANTOR]
[Insert Guarantor execution clause]
Signed Sealed and Delivered for VICINITY LIMITED
by its attorney in the presence of:
……………………………………………	……………………………………………
Witness Signature	Attorney Signature
Print Name:	Print Name:
Signed Sealed and Delivered for VICINITY FUNDS RE LTD as trustee of Vicinity NVN Trust by its attorney in the presence of:

Witness Signature Attorney Signature

…………………………………………… ……………………………………………

Print Name: Print Name:

Executed as a Deed by THE BANK OF NEW YORK MELLON, LONDON BRANCH Acting by its duly authorised signatory:

_____________________________________________

EXECUTED as a deed by for and on behalf of THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH

_____________________________________________

in the presence of

Witness name:

Signature:

Address:

EXECUTED as a DEED by BNP PARIBAS acting by

___________________________ Authorised Signatory

- 28 -

Schedule to Deed of Accession

Programme Documents

(All documents are dated 7 March 2018 unless otherwise specified)

Title of Document	Parties
Amended and Restated Trust Deed (as amended and restated or supplemented from time to time)	(1) the Issuer;
	(2) the Trustee; and
	(3) the Guarantors.
Amended and Restated Programme Agreement (as amended and restated or supplemented from time to time)	(1) the Issuer;
	(2) the Guarantors;
	(3) the Arranger; and
	(4) the Dealers.
Amended and Restated Agency Agreement (as amended and restated or supplemented from time to time)	(1) the Issuer;
	(2) the Guarantors;
	(3) the Trustee;
	(4) the Principal Paying Agent;
	(5) the Registrar; and
	(6) the Transfer Agent.
Guarantee dated 9 March 2016 (as amended and restated or supplemented from time to time)	(1) the Guarantors.

SIGNATORIES

ISSUER

Signed Sealed and Delivered for VICINITY CENTRES RE LTD as responsible entity of Vicinity Centres Trust by its attorney in the presence of:

^~. ----~-~---~-~------- Witness Signature Attorney Signature

Michael Sacco Print Name: Print Name: Carolyn Reynolds

INITIAL GUARANTORS

Signed Sealed and Delivered for VICINITY LIMITED by its attorney in the presence of: C--~------------------------------ Witness Signature

Print Name: Michael Sacco

M /;/ __.. A - [/1/) ~ ............... r...~~-1 .

Attorney Signature

Print Name: Carolyn Reynolds

Signed Sealed and Delivered for VICINITY FUNDS RE LTD as trustee of Vicinity NVN Trust by its attorney in the presence of:

Witness Signature Michael Sacco

Print Name:

Attorney Signature

Print Name: Carolyn Reynolds