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Planning Agreement

The Council of the City of Sydney

and

Pontiac Land (Australia) Pty Limited ABN 30 611 224 269

and

Property NSW ABN 91 840 597 406

CONTENTS

CLAUSE PAGE

1. INTERPRETATION ............................................................................................5

1.1 Definitions ...........................................................................................5 1.2 Rules for interpreting this document...................................................... 12

2. APPLICATION OF THE ACT AND THE REGULATION ............................................. 13

2.1 Application of this document ................................................................ 13 2.2 Public Benefits to be made by Developer ............................................... 13 2.3 Application of sections 94, 94A and 94EF of the Act and section 61 of the

City of Sydney Act (NSW) 1988 ............................................................ 13 2.4 City rights .......................................................................................... 13 2.5 Explanatory note ................................................................................ 13

3. OPERATION OF THIS PLANNING AGREEMENT .................................................... 13

3.1 Commencement ................................................................................. 13

4. WARRANTIES ................................................................................................ 14

4.1 Mutual warranties ............................................................................... 14 4.2 Landowner warranties ......................................................................... 14 4.3 Developer warranties .......................................................................... 15

5. PUBLIC BENEFITS .......................................................................................... 15

5.1 Developer to provide Public Benefits ..................................................... 15

6. COMPLETION ................................................................................................. 16

6.1 Date of Completion ............................................................................. 16 6.2 Developer completion notice ................................................................ 16 6.3 Inspection by the City ......................................................................... 16 6.4 Non-completion of Developer’s Public Benefit Works................................ 17

7. INDEMNITY ................................................................................................... 18

8. DEFECTS LIABILITY ........................................................................................ 18

8.1 Security for Defects Liability Period ....................................................... 18 8.2 Defect in the Public Benefits ................................................................. 18

9. TUNNEL LEASE .............................................................................................. 19

10. TUNNEL CONSENT ......................................................................................... 20

11. OTHER CONSENTS ......................................................................................... 20

11.1 Other approvals .................................................................................. 20 11.2 Artwork ............................................................................................. 20

12. REGISTRATION AND CAVEAT .......................................................................... 22

12.1 Registration of this document ............................................................... 22 12.2 Caveat .............................................................................................. 23 12.3 Release of this document ..................................................................... 23

13. ENFORCEMENT .............................................................................................. 23

13.1 Developer to provide Guarantee ........................................................... 23 13.2 Adjustment of Guarantee Amount ......................................................... 23 13.3 Right of City to claim on Guarantee ....................................................... 24 13.4 Expenditure by the City ....................................................................... 24

13.5 Top-up and return of Guarantee ........................................................... 25

14. DISPUTE RESOLUTION ................................................................................... 25

14.1 Application ......................................................................................... 25 14.2 Negotiation ........................................................................................ 25 14.3 Not use information ............................................................................ 26 14.4 Condition precedent to litigation ........................................................... 26 14.5 Summary or urgent relief..................................................................... 26

15. TAXES AND GST ............................................................................................ 27

15.1 Responsibility for Taxes ....................................................................... 27 15.2 GST free supply .................................................................................. 27 15.3 Supply subject to GST ......................................................................... 27

16. DEALINGS ..................................................................................................... 28

16.1 Dealing by the City ............................................................................. 28 16.2 Dealing by the Landowner or the Developer ........................................... 28

17. TERMINATION ............................................................................................... 29

18. CONFIDENTIALITY AND DISCLOSURES ............................................................. 29

18.1 Use and disclosure of Confidential Information ....................................... 29 18.2 Disclosures to personnel and advisers ................................................... 29 18.3 Disclosures required by law .................................................................. 30 18.4 Receiving party's return or destruction of documents .............................. 30 18.5 Security and control ............................................................................ 31 18.6 Media releases ................................................................................... 31

19. NOTICES ...................................................................................................... 31

20. GENERAL ...................................................................................................... 31

20.1 Governing law .................................................................................... 31 20.2 Access to information .......................................................................... 31 20.3 Liability for expenses ........................................................................... 32 20.4 Relationship of parties ......................................................................... 32 20.5 Giving effect to this document .............................................................. 32 20.6 Time for doing acts ............................................................................. 32 20.7 Severance.......................................................................................... 33 20.8 Preservation of existing rights .............................................................. 33 20.9 No merger ......................................................................................... 33 20.10 Waiver of rights .................................................................................. 33 20.11 Operation of this document .................................................................. 33 20.12 Operation of indemnities ...................................................................... 33 20.13 Inconsistency with other documents...................................................... 34 20.14 No fetter ............................................................................................ 34 20.15 Counterparts ...................................................................................... 34

1. PUBLIC BENEFITS - OVERVIEW........................................................................ 40

2. PAYMENT OF MONETARY CONTRIBUTION .......................................................... 40

2.1 Payment ............................................................................................ 40 2.2 No trust ............................................................................................. 41 2.3 Expenditure by the City ....................................................................... 41

3. FINAL DESIGN OF THE DEVELOPER’S PUBLIC BENEFIT WORKS ........................... 41

3.1 Scope of Developer’s Public Benefit Works ............................................. 41 3.2 Final design of Developer’s Public Benefit Works ..................................... 41 3.3 Preparation of and changes to construction design drawings .................... 42

4. CONSTRUCTION OF DEVELOPER’S PUBLIC BENEFIT WORKS ............................... 43

4.1 Insurance .......................................................................................... 43 4.2 Approvals and consents ....................................................................... 44 4.3 Construction work ............................................................................... 44 4.4 Inspections by the City ........................................................................ 44

5. STANDARDS .................................................................................................. 44

Schedules

1 Agreement Details ......................................................................................... 35 2 Requirements under the Act and Regulation (clause 2) ....................................... 37 3 Public Benefits (clause 5) ................................................................................ 40

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THIS PLANNING AGREEMENT is made on 2017.

BETWEEN:

(1) The Council of the City of Sydney ABN 22 636 550 790 of Town Hall House,

456 Kent Street, SYDNEY NSW 2000 (the City);

(2) Pontiac Land (Australia) Pty Limited ABN 30 611 224 269 of 98-100 Kembla

Street, Wollongong NSW 2500 (the Developer); and

(3) Property NSW ABN 91 840 597 406 of 4/6 Bligh Street, Sydney NSW 2000 (the

Landowner)

BACKGROUND

(A) The Landowner is the owner of the Developer Land.

(B) The City is the owner or reserve trust manager of the City Land.

(C) The Developer is a wholly owned subsidiary of Tristar Investment Private Limited,

which has entered into the Agreement for Lease with the Landowner to redevelop

the Sandstone Buildings

(D) The Developer intends to undertake the Development on the Developer Land and

City Land with the consent of the Landowner and the City.

(E) With the consent of the Landowner, the Developer has offered to enter into this

document with the City to provide the Public Benefits on the terms of this

document.

(F) The Developer has entered into this document on the understanding that the State

Significant Development Consent and Development Consent will include a

condition which requires the payment of a monetary contribution of 1% of the cost

of the State Significant Development and Development Consent pursuant to s61

of the CoS Act.

(G) Other than as set out in (F) above, the parties do not expect that either the State

Significant Development Consent or the Development Consent will contain any

additional requirements to make contributions of the nature already provided to

the City under this document.

(H) The City has agreed to grant the Lease to the Developer or its Nominee in

accordance with this document.

THE PARTIES AGREE AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

The following definitions apply in this document.

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Act means the Environmental Planning and Assessment Act 1979 (NSW).

Adverse Affectation has the same meaning as in clause 4 of Part 2 of the

Conveyancing (Sale of Land) Regulation 2010 (NSW).

Agreement for Lease means the Agreement for lease in relation to the

Sandstone Buildings between the Landowner and Tristar Investment Private

Limited.

Attributed Value means the value the City and the Developer agree is to be

attributed to each element of the Public Benefits as at the date of this document,

as set out in clause 1 of Schedule 3 of this document.

Artwork means Tracey Emin’s bronze artwork titled “the distance of your heart”

comprising bronze birds affixed to the façade of designated buildings around

Sydney, the specifications of which are located in Annexure D.

Authorisation means:

(a) an approval, authorisation, consent, declaration, exemption, permit, licence,

notarisation or waiver, however it is described, and including any condition

attached to it; and

(b) in relation to anything that could be prohibited or restricted by law if a

Government Agency acts in any way within a specified period, the expiry of

that period without that action being taken,

including any renewal or amendment.

Business Day means a day (other than a Saturday, Sunday or public holiday) on

which banks are open for general banking business in Sydney, Australia.

City Land means the land described in Item 1B of Schedule 1 of this document.

City's Personal Information means Personal Information to which the

Developer, or any third party engaged by the Developer, has access directly or

indirectly in connection with this document, including the Personal Information of

any personnel, customer or supplier of the City (other than the Developer).

City’s Representative means the person named in Item 3 of Schedule 1 or

his/her delegate.

Completion means the point at which the Developer’s Public Benefit Works are

complete except for minor Defects:

(a) the existence of which do not prevent the Developer’s Public Benefit Works

being reasonably capable of being used for their intended purpose;

(b) which the Developer has grounds for not promptly rectifying; and

(c) rectification of which will not affect the immediate and convenient use of the

Developer’s Public Benefit Works for their intended purpose.

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Completion Notice means a notice issued by the Developer in accordance with

clause 6.1.

Confidential Information means:

(a) information of a party (disclosing party) that is:

(i) made available by or on behalf of the disclosing party to the other

party (receiving party), or is otherwise obtained by or on behalf of

the receiving party; and

(ii) by its nature confidential or the receiving party knows, or ought

reasonably to know, is confidential.

Confidential Information may be made available or obtained directly or indirectly,

and before, on or after the date of this document.

Confidential Information does not include information that:

(a) is in or enters the public domain through no fault of the receiving party or

any of its officers, employees or agents;

(b) is or was made available to the receiving party by a person (other than the

disclosing party) who is not or was not then under an obligation of

confidence to the disclosing party in relation to that information; or

(c) is or was developed by the receiving party independently of the disclosing

party and any of its officers, employees or agents.

Construction Certificate has the same meaning as in the Act.

Contribution means works, works-in-kind or monetary contributions of any kind

required to be made as a condition of consent.

Corporations Act means the Corporations Act 2001 (Cth).

CoS Act means the City of Sydney Act 1988 (NSW).

Dealing means selling, transferring, assigning, novating, mortgaging, charging,

or encumbering and, where appearing, Deal has the same meaning.

Defect means any error, omission, defect, non-conformity, discrepancy,

shrinkage, blemish in appearance or other fault in the Developer’s Public Benefit

Works that adversely affects the structural integrity, functionality or use of the

Public Benefits, other than minor omissions and Defects:

(a) which do not prevent; or

(b) which may be readily rectified without preventing,

the Developer’s Public Benefit Works from being used for their intended purpose.

Defects Liability Period means in relation to the Developer’s Public Benefit Works

the period of 12 months from the date on which the Developer’s Public Benefit

Works reach Completion.

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Developer Land means the land described in Item 1A of Schedule 1 of this

document, being the land subject to the Agreement for Lease.

Developer’s Representative means the person named in Item 4 of Schedule 1

or his/her delegate.

Developer’s Public Benefit Works means the works described in the

Development Application to be delivered by the Developer in accordance with this

document.

Development means the development of the Developer Land and the City Land

by the Developer described at Item 2 of Schedule 1.

Development Application means the development application identified in Item

5 of Schedule 1 and includes all plans, reports models, photomontages, material

boards (as amended or supplemented) submitted to the consent authority before

the determination of that Development Application.

Development Consent means the consent granted to the Development

Application and includes all modifications made under section 96 of the Act.

Dispute means any dispute or difference between the parties arising out of,

relating to or in connection with this document, including any dispute or difference

as to the formation, validity, existence or termination of this document.

Environmental Laws means all laws and legislation relating to environmental

protection, building, planning, health, safety or work health and safety matters

and includes the following:

(a) the Work Health and Safety Act 2011 (NSW);

(b) the Protection of the Environment Operations Act 1997 (NSW); and

(c) the Contaminated Land Management Act 1997 (NSW).

Government Agency means:

(a) a government or government department or other body;

(b) a governmental, semi-governmental or judicial person; or

(c) a person (whether autonomous or not) who is charged with the

administration of a law.

Gross Floor Area has the meaning given to that term in the Sydney Local

Environment Plan in effect at the date of this document.

GST means the same as in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guarantee means an irrevocable unconditional bank guarantee or documentary

performance bond for the Guarantee Amount which must:

(a) be denominated in Australian dollars;

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(b) be an unconditional undertaking;

(c) be signed and issued by a bank licensed to carry on business in Australia,

an Australian Prudential Regulation Authority (APRA) regulated authorised

deposit taking institution or an insurer authorised by APRA to conduct new

or renewal insurance business in Australia having at all times an investment

grade security rating from an industry recognised rating agency of at least:

(i) BBB + (Standard & Poors and Fitch);

(ii) Baa 1 (Moodys); or

(iii) Bbb (Bests);

(d) be issued on behalf of the Developer;

(e) have no expiry or end date;

(f) state the beneficiary as the City;

(g) be irrevocable;

(h) state the Guarantee Amount as the minimum amount required by this

document to be lodged as security;

(i) state the purpose of the security as required in accordance with this

document; and

(j) be on such other terms approved by the City.

Guarantee Amount(s) means a Guarantee or Guarantees for the total amount

listed in Item 6 of Schedule 13] of this document.

Guarantee Amount(s) Due Date means the date or milestone by which the

Developer must provide the Guarantee Amount to the City, set out at Item 7 of

Schedule 13].

Hotel Operator means the person appointed by the Permitted Person to operate

the hotel in the Sandstone Buildings.

Index Number means the Consumer Price Index (Sydney all groups) published

by the Australian Bureau of Statistics from time to time.

Insolvency Event means:

(a) having a controller, receiver, manager, administrator, provisional liquidator,

liquidator or analogous person appointed;

(b) an application being made to a court for an order to appoint a controller,

provisional liquidator, trustee for creditors or in bankruptcy or analogous

person to the person or any of the person's property

(c) the person being taken under section 459F(1) of the Corporations Act to

have failed to comply with a statutory demand;

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(d) an application or order has been made by a court for its winding up and, in

the case of an application, it is not stayed, withdrawn or dismissed within

30 days;

(e) an order being made, or the person passing a resolution, for its winding up;

(f) the person:

(i) suspending payment of its debts, ceasing (or threatening to cease) to

carry on all or a material part of its business, stating that it is unable

to pay its debts or being or becoming otherwise insolvent; or

(ii) being unable to pay its debts or otherwise insolvent;

(g) the person taking any step toward entering into a compromise or

arrangement with, or assignment for the benefit of, any of its members or

creditors;

(h) a court or other authority enforcing any judgment or order against the

person for the payment of money or the recovery of any property; or

(i) any analogous event under the laws of any applicable jurisdiction,

unless this takes place as part of a solvent reconstruction, amalgamation, merger

or consolidation.

Laws means all applicable laws, regulations, industry codes and standards,

including all Environmental Laws.

Monetary Contribution means that part of the Public Benefits described as

“Monetary Contribution” in clause 1 of Schedule 3 to be paid by the Developer to

the City in accordance with this document.

Occupation Certificate has the same meaning as in the Act.

Permitted Person means the person or entity named as the lessees in the lease

with the Landowner for the Sandstone Building.

Personal Information has the meaning set out in the Privacy Act 1988 (Cth).

Personnel means the Developer’s officers, employees, agents, contractors or

subcontractors.

Premises means the area beneath Loftus Street as shown in the plan at Annexure

C.

Privacy Laws means the Privacy Act 1988 (Cth), the Privacy and Personal

Information Protection Act 1998 (NSW), the Spam Act 2003 (Cth), the Do Not Call

Register Act 2006 (Cth) and any other applicable legislation, principles, industry

codes and policies relating to the handling of Personal Information.

Public Benefits means the provision of benefits to the community by the

Developer in the form and at the times specified in Schedule 3.

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Quantity Surveyor means a qualified independent and practising quantity

surveyor with at least five years’ experience in the assessment of building and

construction costs.

Quantity Surveyor’s Assessment means the assessment by the Quantity

Surveyor of the cost to deliver the Developer’s Public Benefit Works.

Regulation means the Environmental Planning and Assessment Regulation 2000

(NSW).

Sandstone Buildings means the whole of the buildings at 23-33 Bridge Street

and 35-39 Bridge Street, Sydney.

Sandstone Lessee means the lessee of the Sandstone Buildings.

Standards means the policies, procedures and standards for carrying out the

Developer’s Public Benefit Works, listed non-exhaustively at clause 5 of Schedule

3.

State Significant Development Application means the development

application identified in Item 8 of Schedule 1 and includes all plans, reports models,

photomontages, material boards (as amended or supplemented) submitted to the

consent authority before the determination of that State Significant Development

Application.

State Significant Development Consent means the consent granted to the

State Significant Development Application for the Development and includes all

modifications made under section 96 of the Act.

Subdivision of Land has the same meaning as in the Act.

Tax means a tax, levy, duty, rate, charge, deduction or withholding, however it is

described, that is imposed by law or by a Government Agency, together with any

related interest, penalty, fine or other charge.

Tunnel Consent means the consent to be issued by the City pursuant to clause

10 of this document, on the terms contained in Annexure E.

Tunnel Consent Commencement Date means the date of the State Significant

Development Consent.

Tunnel Lease means the lease of the Premises to be granted pursuant to clause

9 of this document on the terms contained in Annexure B.

Tunnel Lease Commencement Date means the Business Day immediately after

the date the City states that Completion has been achieved in accordance with

clause 6.3 of this document.

Tunnel Works means the works necessary to construct the subterranean tunnel

described in the State Significant Development Application.

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1.2 Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following

rules also apply in interpreting this document, except where the context makes it

clear that a rule is not intended to apply.

(a) A reference to:

(i) a legislative provision or legislation (including subordinate legislation)

is to that provision or legislation as amended, re-enacted or replaced,

and includes any subordinate legislation issued under it;

(ii) a document (including this document) or agreement, or a provision of

a document (including this document) or agreement, is to that

document, agreement or provision as amended, supplemented,

replaced or novated;

(iii) a party to this document or to any other document or agreement

includes a permitted substitute or a permitted assign of that party;

(iv) a person includes any type of entity or body of persons, whether or

not it is incorporated or has a separate legal identity, and any

executor, administrator or successor in law of the person; and

(v) anything (including a right, obligation or concept) includes each part

of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

(d) If a word or phrase is defined, any other grammatical form of that word or

phrase has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept),

such as by saying it includes something else, the example does not limit the

scope of that thing.

(f) A reference to including means “including, without limitation”.

(g) A reference to dollars or $ is to an amount in Australian currency.

(h) A reference to this document includes the agreement recorded by this

document.

(i) Words defined in the GST Act have the same meaning in clauses about GST.

(j) This document is not to be interpreted against the interests of a party merely

because that party proposed this document or some provision in it or

because that party relies on a provision of this document to protect itself.

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2. APPLICATION OF THE ACT AND THE REGULATION

2.1 Application of this document

This document is a planning agreement within the meaning of section 93F of the

Act and applies to the Developer Land and the City Land.

2.2 Public Benefits to be made by Developer

Clause 5 and Schedule 3 set out the details of the:

(a) Public Benefits to be delivered by the Developer;

(b) time or times by which the Developer must deliver the Public Benefits; and

(c) manner in which the Developer must deliver the Public Benefits.

2.3 Application of sections 94, 94A and 94EF of the Act and section 61 of the

City of Sydney Act (NSW) 1988

(a) The application of sections 94, 94A and 94EF of the Act are excluded to the

extent set out in Items 5 and 6 of Schedule 2 to this document.

(b) For the avoidance of doubt, if the City imposes a condition of consent on the

Development Consent under section 94 of the Act requiring payment of a

contribution authorised by a contributions plan approved under section 61

of the City of Sydney Act 1988 (NSW), no further contributions pursuant to

section 94 or section 94A of the Act are payable in relation to the

Development.

2.4 City rights

This document does not impose an obligation on the City to:

(a) grant the Development Consent; or

(b) exercise any function under the Act in relation to a change to an

environmental planning instrument, including the making or revocation of

an environmental planning instrument.

2.5 Explanatory note

The explanatory note prepared in accordance with clause 25E of the Regulation

must not be used to assist in construing this document.

3. OPERATION OF THIS PLANNING AGREEMENT

3.1 Commencement

This document will commence on the date of execution of this document by all

parties to the document.

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4. WARRANTIES

4.1 Mutual warranties

Each party represents and warrants that:

(a) (power) it has full legal capacity and power to enter into this document and

to carry out the transactions that it contemplates;

(b) (corporate authority) it has taken all corporate action that is necessary or

desirable to authorise its entry into this document and to carry out the

transactions contemplated;

(c) (Authorisations) it holds each Authorisation that is necessary or desirable

to:

(i) enable it to properly execute this document and to carry out the

transactions that it contemplates;

(ii) ensure that this document is legal, valid, binding and admissible in

evidence; or

(iii) enable it to properly carry on its business as it is now being conducted,

and it is complying with any conditions to which any of these Authorisations

is subject;

(d) (documents effective) this document constitutes its legal, valid and

binding obligations, enforceable against it in accordance with its terms

(except to the extent limited by equitable principles and laws affecting

creditors' rights generally), subject to any necessary stamping or

registration;

(e) (solvency) there are no reasonable grounds to suspect that it will not be

able to pay its debts as and when they become due and payable; and

(f) (no controller) no controller is currently appointed in relation to any of its

property, or any property of any of its subsidiaries.

4.2 Landowner warranties

The Landowner warrants to the City that, at the date of this document:

(a) it is the registered proprietor of the Developer Land;

(b) it consents to the Developer imposing obligations on the Developer Land on

the terms set out in this document; and

(c) it consents to the registration of this document on the certificate of title to

the Developer Land.

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4.3 Developer warranties

(a) The Developer warrants to the City that, at the date of this document:

(i) it is legally entitled to obtain all consents and approvals that are

required by this document and do all things necessary to give effect

to its obligations under this document;

(ii) all work performed by the Developer and the Personnel under this

document will be performed with due care and skill and to a standard

which is equal to or better than that which a well experienced person

in the industry would expect to be provided by an organisation of the

Developer’s size and experience; and

(iii) it is not aware of any matter which may materially affect the

Developer’s ability to perform its obligations under this document.

(b) The Developer warrants to the City that, prior to commencing delivery of the

Public Benefits it will have obtained all Authorisations and insurances

required under any Law to carry out its obligations under this document.

5. PUBLIC BENEFITS

5.1 Developer to provide Public Benefits

(a) Subject to clauses 5.1(b) and 5.1(c), the Developer must, at its cost and

risk, provide the Public Benefits to the City in accordance with this

document.

(b) The Developer and the City acknowledge and agree that:

(i) neither this document, the Development Consent nor the State

Significant Development Consent are anticipated to require any

upgrade to surrounding footpaths, lighting or public domain curtilage

of the Sandstone Buildings; and

(ii) the State Significant Development Consent may contain a public

domain condition requiring the renewal of surrounding footpaths,

lighting or public domain curtilage of the Sandstone Buildings in the

event of any damage.

(c) The City and the Developer must, acting in good faith, submit to the

Department of Planning and Environment a draft condition in relation to the

State Significant Development Application in the following terms:

"Development Contributions

(A) The development must be carried out in accordance with all of

the obligations contained in the Voluntary Planning Agreement

entered into between Pontiac Land (Australia) Tristar Sandstone

Pty Limited, the Council of the City of Sydney and Property

NSW.

16

(B) A cash contribution comprising 1% of the total cost of the State

significant development is payable pursuant to s61 of the City

of Sydney Act 1988 and the Central Sydney Contribution

(Amendment) Plan 2002/Central Sydney Development

Contributions Plan 2013. The contribution must be paid to the

Minister who will then provide the payment to the Council under

s94D(3) of the Act.

(C) Apart from the contributions required under paragraphs (a) and

(b) of this condition no other monetary or other public benefit

contribution is required to be made in connection with the

approval of the state significant development.”

6. COMPLETION

6.1 Date of Completion

The Developer must ensure that the Developer’s Public Benefit Works reach

Completion on or before the date or milestone referred to in clause 1 of Schedule

3 of this document.

6.2 Developer completion notice

When, in the reasonable opinion of the Developer, the Developer’s Public Benefit

Works have reached Completion, the Developer must notify the City’s

Representative in writing and must include in that notice:

(a) a statement from the person with direct responsibility and supervision of

that work that in their opinion the Developer’s Public Benefit Works have

reached Completion;

(b) copies of any warranties, guarantees, maintenance information or other

material reasonably required for the City to assume responsibility for the

Developer’s Public Benefit Works; and

(c) at least three sets of the “as built” drawings of the Developer’s Public Benefit

Works, including one set in electronic format,

(Completion Notice). For the avoidance of doubt, the Developer can issue

separate Completion Notices at separate times for different elements of the

Developer’s Public Benefit Works, however the Developer must ensure that

Completion is achieved for the Developer’s Public Benefit Works before the due

date specified in in clause 1 of Schedule 3.

6.3 Inspection by the City

(a) The City’s Representative must inspect the Developer’s Public Benefit Works

within 5 Business Days of the date that the Completion Notice is received by

the City. The City’s Representative may refuse to complete the inspection

until the Completion Notice has been issued with all required documentation

attached in accordance with clause 6.2. Within 10 Business Days of the date

of the inspection by the City’s Representative, the City must by written

notice to the Developer:

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(i) state that Completion has been achieved;

(ii) state that Completion has not been achieved and, if so, identify the

Defects, errors or omissions which, in the opinion of the City’s

Representative, prevent Completion; or

(iii) issue a notice under clause 6.4(a).

(b) Nothing in this clause 6.3, or any notice issued under this clause 6.3, will:

(i) reduce or waive in any manner the Developer’s responsibility to:

(A) deliver the Developer’s Public Benefit Works in accordance with

this document; or

(B) the Developer’s responsibility to correct Defects, errors or

omissions, whether or not these are identified by the City; or

(ii) create any liability for the City in relation to any defective aspect of

the Developer’s Public Benefit Works.

6.4 Non-completion of Developer’s Public Benefit Works

(a) If the Developer makes a request by notice in writing not to complete the

Developer’s Public Benefit Works (or any part of the Developer’s Public

Benefit Works):

(i) the City may permit the Developer not to complete the Developer’s

Public Benefit Works (or any part of the Developer’s Public Benefit

Works) by issuing a notice in writing to the Developer stating that

completion of the items identified in that notice is not required to fulfil

the Developer’s obligations under this document; and

(ii) upon receipt of certification by a Quantity Surveyor which must also

be provided to the Developer, the City may make a claim on the

Guarantee in such amount as the City considers reasonably necessary

to complete the portion of Developer’s Public Benefit Works not being

delivered by the Developer.

(b) If the Developer fails to complete the whole of the Public Benefits in the form

and to the standards required under the State Significant Development

Consent or the Development Consent or this document then the City may

either:

(i) complete the Public Benefits itself; or

(ii) modify the Public Benefits to reasonably achieve the objectives

identified in the State Significant Development Consent or the

Development Consent and this document,

and may recover its reasonable costs of and reasonably incidental to that

work from the Developer as certified by a Quantity Surveyor. The City can

claim on the Guarantee in order to exercise this right, in which case the

provisions of clause 13 will apply. To the extent that the City’s costs exceed

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the amount of the Guarantee, the City can recover this amount from the

Developer as a debt due and owing to the City.

7. INDEMNITY

Subject to clause 6.4, the Developer indemnifies the City against all damage,

expense, loss or liability of any nature to the extent suffered or incurred by the

City arising from any act or omission by the Developer (or any Personnel) in

connection with the performance of the Developer’s obligations under this

document, except where the damage, expense, loss or liability suffered or incurred

is caused by, or contributed to by, any wilful or negligent act or omission of the

City (or any person engaged by the City).

8. DEFECTS LIABILITY

8.1 Security for Defects Liability Period

Until the expiry of the relevant Defects Liability Period, the City may retain from

the Guarantee an amount equal to 10% of the Attributed Value of the Developer’s

Public Benefit Works as security for the Developer’s performance of its obligations

under this clause 8. The Developer must make any necessary arrangements to

allow the provision of the Guarantee for the Defects Liability Period in accordance

with this clause.

8.2 Defect in the Public Benefits

(a) The Council may give the Developer written notice of any Defect during the

Defects Liability Period.

(b) The Developer must, at its cost, correct or rectify any Defect notified

pursuant to clause 8.2(a) within a reasonable period of such notice (having

regard to the nature of the Defect).

(c) If the Developer is unable or unwilling to comply with clause 8.2(b), or fails

to rectify the Defect within three months of receiving notice from the City

under clause 8.2(a), the City may:

(i) rectify the Defect itself ;

(ii) make a claim on the Guarantee in accordance with clause 13 for the

reasonable costs of the City in rectifying the Defect; and

(iii) to the extent the costs incurred to rectify the Defect exceeds the

Guarantee, recover the reasonable costs from the Developer as a debt

due and owing to the City..

(d) If the City requires access to the Developer Land to rectify any Defect, the

Developer grants the City and its contractors a licence for such period as is

necessary for the City and its contractors to access the Developer Land and

on such terms and conditions as are permitted pursuant to the Agreement

for Lease, to carry out, or procure the carrying out, of the rectification works.

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9. TUNNEL LEASE

(a) The City agrees to grant the Tunnel Lease to the Developer or its Nominee

in accordance with this clause 9.

(b) The City and the Developer acknowledge and agree that the Tunnel Lease

will provide for payment of a nominal rent only and, for the avoidance of

doubt, no other Contributions or rent will be payable for the Tunnel Lease.

(c) On or before the Tunnel Lease Commencement Date, the Developer must

notify the City of the identity of the proposed lessee of the Tunnel Lease,

which must be the same entity as the lessee of the Sandstone buildings

(“Nominee”).

(d) On the Tunnel Lease Commencement Date:

(i) the City must grant the Tunnel Lease to the Developer’s Nominee; and

(ii) the Developer must procure that the Nominee accept the grant of the

Tunnel Lease from the City,

for a term of 99 years commencing on the Lease Commencement Date and

otherwise on the terms of the Tunnel Lease, subject to the amendments

authorised by clause 9(e) of this document.

(e) Prior to the Tunnel Lease Commencement Date:

(i) the City will prepare the Tunnel Lease as set out in Annexure B;

(ii) the Developer must prepare a the plan of the Premises sufficient to

permit registration of the Tunnel Lease pursuant to the Real Property

Act 1900 (NSW) and provide such draft plan to the City for the

approval of the City (such approval not to be unreasonably withheld);

and

(iii) the Developer authorises the City to complete the Tunnel Lease with

such information as is necessary to finalise the document as a lease

and register the Tunnel Lease and make any minor amendments

required to give the Tunnel Lease effect, (provided that the Developer

has approved such amendment).

(f) The Tunnel Lease must be executed by the City and the Developer’s

Nominee, and the City must register the Tunnel Lease at the Developer’s

expense as soon as practicable after the plan of the Premises has been

approved.

The City and the Developer and the Nominee (as the context requires it)

must execute such documents and do all such things as are reasonably

necessary to achieve registration of the Tunnel Lease.

(g) Unless this document is terminated, on and from the Tunnel Lease

Commencement Date until the Tunnel Lease has been completed, executed

and registered in accordance with this clause 9, each party will be bound by

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the Tunnel Lease as if the Tunnel Lease had been completed, executed and

registered.

10. TUNNEL CONSENT

(a) In consideration of payment of the Monetary Contribution by the Developer,

the City agrees to grant the Tunnel Consent to the Developer or its Nominee

in accordance with this clause 10.

(b) The Tunnel Consent becomes effective:

(i) in relation to the land the subject of the Tunnel Lease, on the last to

occur of payment of the Monetary Contribution and the Tunnel

Consent Commencement Date; and

(ii) in relation to the land the subject of the Development Consent, on the

date of grant of the Development Consent.

11. OTHER CONSENTS

11.1 Other approvals

(a) The Developer acknowledges that in order to undertake the Tunnel Works,

it must:

(i) undertake the Tunnel Works in accordance with the State Significant

Development Consent and any other approvals required in relation to

the Developer’s Public Benefit Works; and

(ii) comply with the Tunnel Consent, including by payment of any fees

payable in respect of the Tunnel Consent.

(b) The Developer acknowledges that the Developer’s Public Benefit Works must

be delivered in accordance with the Development Consent and any other

Authorisations required to undertake the works, including any approvals

required to access and occupy the land on which the Developer’s Public

Benefit Works are to be undertaken. For the avoidance of doubt, this

provision relates to any consents from authorities or landowners other than

the City. Any fees payable to obtain these approvals are to be paid by the

Developer.

11.2 Artwork

(a) The Landowner and the Developer, by executing this document:

(i) acknowledge the intention of the City to install part of the Artwork on

the façade of the Sandstone Buildings in the locations and in the

manner set out in Annexure D;

(ii) consent to the installation of the Artwork in the manner set out in this

clause, Annexure D and otherwise in accordance with development

consent D/2016/504, as amended; and

(iii) acknowledge that:

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(A) by providing consent the obligations of the City under condition

3 of development consent D/2016/504 have been satisfied;

(B) the City will [at its costs and expense] obtain all consents

required to install the Artwork in the manner contemplated by

this clause 11.2.

(b) The City acknowledges and agrees that:

(i) overall responsibility and risk associated with the design, construction,

installation, maintenance and operation of the Artwork will remain at

all times with the City;

(ii) the cost of installing, maintaining, and any decommissioning of the

Artwork will be the responsibility of the City; and

(iii) nothing in this document precludes or prevents the Landowner,

Developer, Hotel Operator or Sandstone Lessee from developing,

demolishing, redeveloping or otherwise altering the Sandstone

Buildings or the Developer Land, provided that the Landowner,

Developer, Hotel Operator or Sandstone Lessee as the case may be

provides reasonable time for the City to make arrangements for the

removal of the Artwork prior to undertaking any such works that will

impact the Artwork on the Land.

(c) The City must, at all times, keep the Artwork:

(i) in good repair and condition (based upon its condition at the date of

its installation);

(ii) to a standard equivalent to the standard to which the lessee of the

leases of the Sandstone Buildings is required to maintain those

buildings; and

(iii) to a standard commensurate with the standard of the hotel operated from

time to time from the Sandstone Buildings.

(d) The City must procure that the installation, operation and maintenance

activities associated with the Artwork are insured pursuant to the City’s

global public liability, industrial special risks and workers compensation

insurances. In the case of public liability and industrial special risks

insurances, the policies must note the relevant interests of the Landowner,

the Hotel Operator, and the Sandstone Lessee.

(e) The City must:

(i) provide the Developer with reasonable notice of any of its activities in

relation to the Artwork (including any installation and maintenance);

and

(ii) comply with any reasonable direction of the Developer in relation to

any such activities, provided the direction is given for the purpose of

ensuring the activities do not interfere with the conduct by the

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Developer of the Development and do not otherwise cause the

Developer to breach the Agreement for Lease.

(f) The City indemnifies and must keep indemnified the Developer, the

Landowner, the Hotel Operator and the Sandstone Lessee in relation to any

damage, expense, loss or liability of any nature to the extent arising from:

(i) a breach of this clause 11.2 by the City; and

(ii) any injury or damage (including personal injury, death and damage

to property) caused by the City in relation to the matters

contemplated by this clause 11.2,

except to the extent that the Developer, the Hotel Operator or the Sandstone

Lessee contributed to any damage, expense, loss or liability.

(g) If the City at any time defaults in relation to its obligations under this clause

11.2, the Developer may, after providing reasonable written notice to the

City, do such things and conduct such works as may be necessary to remedy

such breach and the reasonable costs of doing so must be paid by the City.

(h) The Developer may without notice to the City take any remedial action with

respect to the Artwork if the Developer reasonably considers there is a real

and immediate threat to the safety of people or property, and the City

indemnifies the Developer in relation to any reasonable damage, expense,

loss or liability of any nature to the extent arising from the Developer taking

remedial action in accordance with this clause.

12. REGISTRATION AND CAVEAT

12.1 Registration of this document

(a) The Developer and the Landowner:

(i) consent to the registration of this document at the Land and Property

Information on the certificate of title to the Developer Land;

(ii) both warrant that all consents to the registration of this document on

the certificate of title to the Land have been obtained; and

(iii) must within 20 Business Days of a written request from the City do all

things necessary to allow the City to register this document on the

certificate of title to the Developer Land, including but not limited to:

(A) producing any documents or letters of consent required by the

Registrar-General of the Land and Property Information;

(B) providing the production slip number when the Developer or the

Landowner produces the certificate of title to the Land at the

Land and Property Information; and

(C) providing the City with a cheque for registration fees payable in

relation to registration of this document at the Land and

Property Information.

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(iv) The Developer and the Landowner must act promptly in complying

with and assisting to respond to any requisitions raised by the Land

and Property Information that relate to registration of this document.

12.2 Caveat

The City must not, at any time, register a caveat over the Developer Land.

12.3 Release of this document

The City must promptly do all things reasonably required by the Developer or the

Landowner to release and discharge this document from the title to the Developer

Land (such that the document is no longer registered by the Registrar-General

under section 93H of the Act in relation to the Developer Land) upon either:

(a) Completion and the City’s Representative being satisfied, acting reasonably,

that the Developer and the Landowner has provided the Public Benefits

under this document; or

(b) Termination of this document.

13. ENFORCEMENT

13.1 Developer to provide Guarantee

The Developer must deliver the Guarantee for the Guarantee Amount to the City

by the Guarantee Amount Due Date.

13.2 Adjustment of Guarantee Amount

On each anniversary of the date of the Guarantee (the “Adjustment Date”), the

Guarantee Amounts are to be adjusted to a revised amount by applying the

following formula:

RGA = GA x (A/B)

where:

RGA is the revised guarantee amount applicable from the relevant Adjustment

Date

GA is the Guarantee Amount that is current on the relevant Adjustment Date

A is the Index Number most recently published before the relevant Adjustment

Date

B is the Index Number most recently published:

(i) before the date of the Guarantee for the first Adjustment Date; and

(ii) before the preceding Adjustment Date for every subsequent

Adjustment Date

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If after the formula is applied the revised Guarantee Amount will be less than the

amount held at the preceding Adjustment Date, the Guarantee Amount will not be

adjusted.

13.3 Right of City to claim on Guarantee

(a) The Developer agrees that the City may make an appropriation from the

Guarantee in such amount as the City, acting reasonably, thinks appropriate

if:

(i) the Developer fails to comply with clause 3.2 of Schedule 3 of this

document (provision of detailed design drawings and details costs

estimate;

(ii) the Developer fails to comply with clause 2 of Schedule 3 (payment of

Monetary Contribution);

(iii) the City allows the Developer not to complete the Public Benefits, or

any part of them, in accordance with clause 6.4(a)(ii);

(iv) an Insolvency Event occurs in respect of the Developer;

(v) the Developer fails to complete the Public Benefits and the City

completes the Public Benefits itself in accordance with clause 6.4(b);

(vi) the Developer fails to rectify a Defect in accordance with clause 8.2 of

this document;

(vii) the Developer’s Works do not reach Completion within 36 months of

the date of issue of the first Construction Certificate in respect of the

Development (or such later time as agreed by the City in writing); or

(viii) the City incurs any other expense or liability in exercising its rights

and powers under this document.

(b) Any amount of the Guarantee appropriated by the City in accordance with

clause 13.2 must be first certified by a Quantity Surveyor and applied only

towards

(i) the reasonable costs and expenses incurred by the City rectifying any

default by the Developer under this document; and

(ii) carrying out any works required to achieve the Public Benefits under

this document.

13.4 Expenditure by the City

If the City claims on the Guarantee to Complete the Developer’s Public Benefit

Works, then the City:

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(a) is not required to expend more money than the Guarantee Amount and may

elect not to carry out items of the Developer’s Public Benefit Works to ensure

that those works can be carried out for an amount equal to or less than the

Guarantee Amount; or

(b) may expend more than the Guarantee Amount with written notice to the

Developer. If the City expends more money than the Guarantee Amount

then the amount in excess of the Guarantee Amount will be deemed to be a

debt due and owing to the City by the Developer.

13.5 Top-up and return of Guarantee

(a) If the City calls upon the Guarantee in accordance with this clause 13 then

the Developer must immediately provide to the City a replacement

Guarantee to ensure that, at all times until the Guarantee is released in

accordance with paragraph (b), the City is in possession of a Guarantee for

a face value equivalent to the Guarantee Amount (as the context requires

it).

(b) If:

(i) the monies secured by the Guarantee have not been expended;

(ii) the City has concurred with Completion in accordance with clause

6.3(a)(i) of this document, taking into account any approved non-

completion of Public Benefits approved by clause 6.4(a) of this

document; and

(iii) the City has been provided with the security for the Defects Liability

Period in accordance with clause 8.1,

then the City will within 28 days return the Guarantee to the Developer

following the issue of a notice pursuant to clause 6.3(a)(i) of this document.

(c) If, following expiry of the Defects Liability Period, the City is satisfied that

all defects have been rectified in accordance with clause 8 then the City must

promptly return to the Developer the portion of the Guarantee retained by

the City as security for the Defects Liability Period.

14. DISPUTE RESOLUTION

14.1 Application

Any Dispute must be determined in accordance with the procedure in this

clause 14.

14.2 Negotiation

(a) If any Dispute arises, a party to the Dispute (Referring Party) may by

giving notice to the other party or parties to the Dispute (Dispute Notice)

refer the Dispute to the Developer’s Representative and the City’s

Representative for resolution. The Dispute Notice must:

(i) be in writing;

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(ii) state that it is given pursuant to this clause 14; and

(iii) include or be accompanied by reasonable particulars of the Dispute

including:

(A) a brief description of the circumstances in which the Dispute

arose;

(B) references to any:

(aa) provisions of this document; and

(bb) acts or omissions of any person,

relevant to the Dispute; and

(C) where applicable, the amount in dispute (whether monetary or

any other commodity) and if not precisely known, the best

estimate available.

(b) Within 10 Business Days of the Referring Party issuing the Dispute Notice

(Resolution Period), the Developer’s Representative and the City’s

Representative must meet at least once to attempt to resolve the Dispute.

(c) The Developer’s Representative and the City’s Representative may meet

more than once to resolve a Dispute. The Developer’s Representative and

the City’s Representative may meet in person, via telephone,

videoconference, internet-based instant messaging or any other agreed

means of instantaneous communication to effect the meeting.

14.3 Not use information

The purpose of any exchange of information or documents or the making of any

offer of settlement under this clause 14 is to attempt to settle the Dispute. Neither

party may use any information or documents obtained through any dispute

resolution process undertaken under this clause 14 for any purpose other than in

an attempt to settle the Dispute.

14.4 Condition precedent to litigation

Subject to clause 14.5, a party must not commence legal proceedings in respect

of a Dispute unless:

(a) a Dispute Notice has been given; and

(b) the Resolution Period has expired.

14.5 Summary or urgent relief

Nothing in this clause 14 will prevent a party from instituting proceedings to seek

urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

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15. TAXES AND GST

15.1 Responsibility for Taxes

(a) The Developer is responsible for any and all Taxes and other like liabilities

which may arise under any Commonwealth, State or Territory legislation (as

amended from time to time) as a result of or in connection with this

document or the Public Benefits.

(b) The Developer must indemnify the City in relation to any claims, liabilities

and costs (including penalties and interest) arising as a result of any Tax or

other like liability for which the Developer is responsible under

clause 15.1(a).

15.2 GST free supply

To the extent that Divisions 81 and 82 of the GST Law apply to a supply made

under this document:

(a) no additional amount will be payable by a party on account of GST; and

(b) no tax invoices will be exchanged between the parties.

15.3 Supply subject to GST

To the extent that clause 15.2 does not apply to a supply made under this

document, this clause 15.3 will apply.

(a) If one party (Supplying Party) makes a taxable supply and the

consideration for that supply does not expressly include GST, the party that

is liable to provide the consideration (Receiving Party) must also pay an

amount (GST Amount) equal to the GST payable in respect of that supply.

(b) Subject to first receiving a tax invoice or adjustment note as appropriate,

the receiving party must pay the GST amount when it is liable to provide the

consideration.

(c) If one party must indemnify or reimburse another party (Payee) for any

loss or expense incurred by the Payee, the required payment does not

include any amount which the Payee (or an entity that is in the same GST

group as the Payee) is entitled to claim as an input tax credit, but will be

increased under clause 15.3(a) if the payment is consideration for a taxable

supply.

(d) If an adjustment event arises in respect of a taxable supply made by a

Supplying Party, the GST Amount payable by the Receiving Party under

clause 15.3(a) will be recalculated to reflect the adjustment event and a

payment will be made by the Receiving Party to the Supplying Party, or by

the Supplying Party to the Receiving Party, as the case requires.

(e) The Developer will assume the City is not entitled to any input tax credit

when calculating any amounts payable under this clause 15.3.

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(f) In this document:

(i) consideration includes non-monetary consideration, in respect of

which the parties must agree on a market value, acting reasonably;

and

(ii) in addition to the meaning given in the GST Act, the term "GST"

includes a notional liability for GST.

16. DEALINGS

16.1 Dealing by the City

(a) The City may Deal with its interest in this document without the consent of

the Landowner or the Developer if the Dealing is with a Government Agency.

The City must give the Developer notice of the Dealing within five Business

Days of the date of the Dealing.

(b) The City may not otherwise Deal with its interest in this document without

the consent of the Developer, such consent not to be unreasonably withheld

or delayed.

16.2 Dealing by the Landowner or the Developer

(a) Prior to registration of this document in accordance with clause 11, the

Landowner and the Developer must not Deal with this document or the Land

without:

(i) the prior written consent of the City which shall not be unreasonably

withheld ; and

(ii) the City, the Landowner, the Developer and the third party the subject

of the Dealing entering into a deed of consent to the Dealing on terms

acceptable to the City, acting reasonably.

(b) Clause 15.2(a) does not apply to a mortgage loan which, for the avoidance

of doubt, does not require the prior consent of the City.

(c) On and from registration of this document in accordance with clause 11:

(i) the Landowner may Deal with this document without the consent of

the City as a result of the sale of the whole of the Land (without

subdivision) to a purchaser of the Land.

(ii) the Landowner and the Developer must not otherwise Deal with this

document to a third party that is not a purchaser of the whole or any

part of the Land without:

(A) the prior written consent of the City; and

(B) the City, the Landowner, the Developer and the third party the

subject of the Dealing entering into a deed of consent to the

Dealing on terms acceptable to the City, acting reasonably.

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(d) The Developer must pay the City’s costs and expenses relating to any

consent or documentation required due to the operation of this clause 16.2.

17. TERMINATION

(a) The City may terminate this document by notice in writing to the Developer

if the Developer or the Landowner fail to comply with clauses 12 or 16 of

this document.

(b) The Developer or the City may terminate this document by notice in writing

to the other parties if the State Significant Development Consent or the

Development Consent lapses or is surrendered by the Developer.

(c) If this document is terminated then:

(i) the rights of each party that arose before the termination or which

may arise at any future time for any breach or non-observance of

obligations occurring prior to the termination are not affected;

(ii) the Developer and the Landowner must take all steps reasonably

necessary to minimise any loss the each party may suffer as a result

of the termination of this document;

(iii) the City will return the Guarantee to the Developer after first

deducting any amounts owing to the City or costs incurred by the City

by operation of this document. If in exercising its rights under this

document the City expends more money than the Guarantee Amount

then the amount in excess of the Guarantee Amount will be deemed

to be a debt due and owing to the City by the Developer; and

(iv) the City will, at the Developer’s cost, do all things reasonably required

to remove this document from the certificate of title to the Land.

18. CONFIDENTIALITY AND DISCLOSURES

18.1 Use and disclosure of Confidential Information

A party (receiving party) which acquires Confidential Information of another

party (disclosing party) must not:

(a) use any of the Confidential Information except to the extent necessary to

exercise its rights and perform its obligations under this document; or

(b) disclose any of the Confidential Information except in accordance with

clauses 18.2 or 18.3.

18.2 Disclosures to personnel and advisers

(a) The receiving party may disclose Confidential Information to an officer,

employee, agent, contractor, or legal, financial or other professional adviser

if:

(i) the disclosure is necessary to enable the receiving party to perform

its obligations in the context of providing financial or professional

advice, or to exercise its rights under this document; and

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(ii) prior to disclosure, the receiving party informs the person of the

receiving party's obligations in relation to the Confidential Information

under this document and obtains an undertaking from the person to

comply with those obligations.

(b) The receiving party:

(i) must ensure that any person to whom Confidential Information is

disclosed under clause 18.2(a) keeps the Confidential Information

confidential and does not use it for any purpose other than as

permitted under clause 18.2(a); and

(ii) is liable for the actions of any officer, employee, agent, contractor or

legal, financial or other professional adviser that causes a breach of

the obligations set out in clause 18.2(b)(i).

18.3 Disclosures required by law

(a) Subject to clause 18.3(b), the receiving party may disclose Confidential

Information that the receiving party is required to disclose:

(i) by law or by order of any court or tribunal of competent jurisdiction;

or

(ii) by any Government Agency, stock exchange or other regulatory body.

(b) If the receiving party is required to make a disclosure under clause 18.3(a),

the receiving party must:

(i) to the extent possible, notify the disclosing party immediately it

anticipates that it may be required to disclose any of the Confidential

Information;

(ii) consult with and follow any reasonable directions from the disclosing

party to minimise disclosure; and

(iii) if disclosure cannot be avoided:

(A) only disclose Confidential Information to the extent necessary

to comply; and

(B) use reasonable efforts to ensure that any Confidential

Information disclosed is kept confidential.

18.4 Receiving party's return or destruction of documents

On termination of this document the receiving party must immediately:

(a) deliver to the disclosing party all documents and other materials containing,

recording or referring to Confidential Information; and

(b) erase or destroy in another way all electronic and other intangible records

containing, recording or referring to Confidential Information,

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which are in the possession, power or control of the receiving party or of any

person to whom the receiving party has given access.

18.5 Security and control

The receiving party must:

(a) keep effective control of the Confidential Information; and

(b) ensure that the Confidential Information is kept secure from theft, loss,

damage or unauthorised access or alteration.

18.6 Media releases

The Developer must not issue any information, publication, document or article for

publication in any media concerning this document or the Public Benefits without

the City's prior written consent.

19. NOTICES

(a) A notice, consent or other communication under this document is only

effective if it is in writing, signed and either left at the addressee's address

or sent to the addressee by mail or fax. If it is sent by mail, it is taken to

have been received 5 Business Days after it is posted. If it is sent by fax, it

is taken to have been received when the addressee actually receives it in

full and in legible form.

(b) A person's address and fax number are those set out in Schedule 1 for the

City’s Representative and the Developer’s Representative, or as the person

notifies the sender in writing from time to time.

20. GENERAL

20.1 Governing law

(a) This document is governed by the laws of New South Wales.

(b) Each party submits to the exclusive jurisdiction of the courts exercising

jurisdiction in New South Wales, and any court that may hear appeals from

any of those courts, for any proceedings in connection with this document,

and waives any right it might have to claim that those courts are an

inconvenient forum.

20.2 Access to information

In accordance with section 121 of the Government Information (Public Access) Act

2009 (NSW), the Developer agrees to allow the City immediate access to the

following information contained in records held by the Developer:

(a) information that relates directly to the delivery of the Public Benefits by the

Developer;

(b) information collected by the Developer from members of the public to whom

the Developer provides, or offers to provide, services on behalf of the City;

and

32

(c) information received by the Developer from the City to enable the Developer

to deliver the Public Benefits.

20.3 Liability for expenses

(a) The Developer must pay:

(i) its own expenses incurred in negotiating, executing, registering,

releasing, administering and enforcing this document;

(ii) the City’s legal expenses incurred in negotiating this document to an

amount of $10,000, excluding GST; and

(iii) the City’s expenses incurred in registering, releasing, administering

and enforcing this document.

(b) The Developer must pay for all reasonable costs and expenses associated

with the preparation and giving of public notice of this document and the

explanatory note prepared in accordance with the Regulations and for any

consent the City is required to provide under this document.

20.4 Relationship of parties

(a) Nothing in this document creates a joint venture, partnership, or the

relationship of principal and agent, or employee and employer between the

parties; and

(b) No party has the authority to bind any other party by any representation,

declaration or admission, or to make any contract or commitment on behalf

of any other party or to pledge any other party’s credit.

20.5 Giving effect to this document

Each party must do anything (including execute any document), and must ensure

that its employees and agents do anything (including execute any document), that

the other party may reasonably require to give full effect to this document.

20.6 Time for doing acts

(a) If:

(i) the time for doing any act or thing required to be done; or

(ii) a notice period specified in this document,

expires on a day other than a Business Day, the time for doing that act or

thing or the expiration of that notice period is extended until the following

Business Day.

(b) If any act or thing required to be done is done after 5pm on the specified

day, it is taken to have been done on the following Business Day.

33

20.7 Severance

If any clause or part of any clause is in any way unenforceable, invalid or illegal,

it is to be read down so as to be enforceable, valid and legal. If this is not possible,

the clause (or where possible, the offending part) is to be severed from this

document without affecting the enforceability, validity or legality of the remaining

clauses (or parts of those clauses) which will continue in full force and effect.

20.8 Preservation of existing rights

The expiration or termination of this document does not affect any right that has

accrued to a party before the expiration or termination date.

20.9 No merger

Any right or obligation of any party that is expressed to operate or have effect on

or after the completion, expiration or termination of this document for any reason,

will not merge on the occurrence of that event but will remain in full force and

effect.

20.10 Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including a failure to exercise, or delay in

exercising, the right) operates as a waiver of the right or otherwise prevents

the exercise of the right;

(b) a waiver of a right on one or more occasions does not operate as a waiver

of that right if it arises again; and

(c) the exercise of a right does not prevent any further exercise of that right or

of any other right.

20.11 Operation of this document

(a) This document contains the entire agreement between the parties about its

subject matter. Any previous understanding, agreement, representation or

warranty relating to that subject matter is replaced by this document and

has no further effect.

(b) Any right that a person may have under this document is in addition to, and

does not replace or limit, any other right that the person may have.

(c) Any provision of this document which is unenforceable or partly

unenforceable is, where possible, to be severed to the extent necessary to

make this document enforceable, unless this would materially change the

intended effect of this document.

20.12 Operation of indemnities

(a) Each indemnity in this document survives the expiry or termination of this

document.

34

(b) A party may recover a payment under an indemnity in this document before

it makes the payment in respect of which the indemnity is given.

20.13 Inconsistency with other documents

Unless the contrary intention is expressed, if there is an inconsistency between

any of one or more of:

(a) this document;

(b) any Schedule to this document; and

(c) the provisions of any other document of the Developer,

the order of precedence between them will be the order listed above, this document

having the highest level of precedence.

20.14 No fetter

Nothing in this document in any way restricts or otherwise affects the City’s

unfettered discretion to exercise its statutory powers as a public authority.

20.15 Counterparts

This document may be executed in counterparts.

35

SCHEDULE 1

Agreement Details

ITEM TERM DESCRIPTION

1A. Developer Land Folio identifier 1877/877000, known as 23-33

Bridge Street, Sydney and folio identifier

56/729620, known as 35-39 Bridge Street, Sydney

1B. City Land The public reserve comprised in lot 7020 in

deposited plan 93666 and the parts of the public

roads described as Farrer Place, Loftus Street,

Young Street and Bent Street shown on deposited

plan 7020.

2. Development

(a) The redevelopment of the Sandstone

Buildings undertaken in accordance with: the

development the subject of the State

Significant Development Consent, being

demolition of existing improvements and

alterations to the Lands and Education

Buildings to facilitate their adaptive reuse for

the purposes of hotel or motel

accommodation, with ancillary licensed food

and drink premises and retail premises;

excavation and construction of three

basement levels below the Education Building

and a subterranean link between beneath

Loftus Street between the two buildings;

construction of three additional levels above

the Education Building; removal of existing

pitched roof elements and construction of a

replacement roof structure on the Lands

Building; and

(b) the development the subject of the

Development Consent, being public domain

works incorporating Farrer Place and Young

Street. The proposed works to Farrer Place

involve removal of existing kiosks, street

furniture and trees, alterations to the existing

substation, the provision of new hard and soft

landscaping and building identification

signage adjacent to the Education Building.

Other works within the precinct include

construction of a vehicular drop-off zone.

36

3. City’s Representative Name: Director, Planning, Development and

Transport

Address: Level 1, 456 Kent Street, Sydney

NSW 2000

Fax number: +612 9265 9518

4. Developer’s

Representative

Name: Greg Incoll

Address: 603/17 Hickson Road, Dawes Point, NSW

2000

Email: gincoll@sagent.com.au

5. Development

Application

D/2016/1641

6. Guarantee Amount $1,650,000 as security for the delivery of the

Developer’s Public Benefit Works.

7. Guarantee Amount

Due Date

Prior to the issue of the first Construction

Certificate for the Developer’s Public Benefit

Works.

8. State Significant

Development

Application

SSD 16_7484

37

SCHEDULE 2

Requirements under the Act and Regulation (clause 2)

The below table summarises how this document complies with the Act and Regulation.

ITEM SECTION OF ACT OR

REGULATION

PROVISION/CLAUSE OF THIS DOCUMENT

1. Planning instrument and/or

development application

(section 93F(1) of the Act)

The Developer has:

(a) sought a change to an

environmental planning

instrument;

(b) made, or proposes to

make, a Development

Application or State

Significant Development

Application; or

(c) entered into an

agreement with, or is

otherwise associated

with, a person, to whom

paragraph (a) or (b)

applies.

(a) No

(b) Yes

(c) No

2. Description of land to which

this document applies (section

93F(3)(a) of the Act)

Item 1 of Schedule 1.

3. Description of change to the

environmental planning

instrument to which this

document applies and/or the

development to which this

document applies (section

93F(3)(b) of the Act)

The Development as described in clause 2.1.

4. The scope, timing and manner

of delivery of Public Benefits

required by this document

(section 93F(3)(c) of the Act)

Schedule 3 and Annexure A.

5. Applicability of sections 94 and

94A of the Act and section 61 of

the City of Sydney Act

(NSW)1988 (section 93F(3)(d) of

the Act)

Section 94 and 94A contributions are not

applicable except to the extent contributions are

required pursuant to s61 of the City of Sydney

Act (NSW) 1988. Section 61 is not excluded in

respect of the Development and for the

38

ITEM SECTION OF ACT OR

REGULATION

PROVISION/CLAUSE OF THIS DOCUMENT

avoidance of doubt, contributions under section

61 will be required to be paid.

6. Applicability of section 94EF of

the Act (section 93F(3)(d) of the

Act)

Section 94EF of the Act does not apply as at the

date of this document the development is not

on land within a special contributions area.

7. Consideration of benefits under

this document if section 94

applies (section 93F(3)(e) of the

Act)

Benefits under this document will not be taken

into consideration under s94 in its application to

the State Significant Development Application

and the Development Application.

8. Mechanism for Dispute

Resolution (section 93F(3)(f) of

the Act)

Clause 14

9. Enforcement of this document

(section 93F(3)(g) of the Act)

Clause 13

10. No obligation to grant consent

or exercise functions (section

93F(9) of the Act)

Clause 2.4

11. Registration of this document

(section 93H of the Act)

Clause 9

12. Whether certain requirements

of this document must be

complied with before a

construction certificate is

issued (clause 25E(2)(g) of the

Regulation)

Yes. Clauses 5 and 12.1.

13. Whether certain requirements

of this document must be

complied with before a

subdivision certificate is issued

(clause 25E(2)(g) of the

Regulation)

No

14. Whether certain requirements

of this document must be

complied with before an

occupation certificate is issued

Yes. Clause 5.

39

ITEM SECTION OF ACT OR

REGULATION

PROVISION/CLAUSE OF THIS DOCUMENT

(clause 25E(2)(g) of the

Regulation)

15. Whether the explanatory note

that accompanied exhibition of

this document may be used to

assist in construing this

document (clause 25E(7) of the

Regulation)

No. Clause 2.5

40

SCHEDULE 3

Public Benefits (clause 5)

1. PUBLIC BENEFITS - OVERVIEW

The Developer must provide the Public Benefits in accordance with Schedule 3 and

this document. The Attributed Value, timing of delivery and additional

specifications relating to the Public Benefits is set out in the table below

Public

Benefit

Attributed

Value

Due date

Additional

specifications

1. Monetary

Contribution

$1,900,000 $500,000 to be paid

on the completion

of the Tunnel

Works.

$1,400,000 to be

paid before the date

of the first

Construction

Certificate issued

for the State

Significant

Development.

2. The

Developer’s

Public Benefit

Works.

$1,650,000 Prior to the first

Occupation

Certificate issued

for that part of the

State Significant

Development

Consent which

relates to the

Education Building.

Plans and

specifications showing

the nature and extent

of the required

Developer’s Public

Benefit Works as at

the date of this

document are

contained in Annexure

A to this document.

2. PAYMENT OF MONETARY CONTRIBUTION

2.1 Payment

The Developer must pay the Monetary Contribution to the City by the due date

specified in item 1 of clause 1 of Schedule 3 of this document in cash, by bank

transfer or by unendorsed bank cheque.

41

2.2 No trust

Nothing in this document creates any form of trust arrangement or fiduciary duty

between the City and the Developer. Following receipt of the Monetary

Contribution, the City is not required to separately account for the Monetary

Contribution, report to the Developer regarding expenditure of the Monetary

Contribution or comply with any request by the Developer to trace the Monetary

Contribution.

2.3 Expenditure by the City

The City will within the period of 5 years from the date of payment of the Monetary

Contribution use the Monetary Contribution to achieve the public benefit of the

upgrade of Macquarie Place, Sydney.

3. FINAL DESIGN OF THE DEVELOPER’S PUBLIC BENEFIT WORKS

3.1 Scope of Developer’s Public Benefit Works

As at the date of this document, the nature and extent of the required Developer’s

Public Benefit Works is set out in Annexure A to this document. The parties agree

that further design refinement of the Developer’s Public Benefit Works may be

necessary, having regard to:

(a) the extent to which the design of the Developer’s Public Benefit Works has

been approved by the City;

(b) conditions affecting the Developer’s Public Benefit Works that were not

reasonably capable of identification prior to the date of this document;

(c) the extent of any refinement of the design of the Developer’s Public Benefit

Works permitted by this clause 4 of Schedule 3;

(d) any modification to the Development Consent made and approved under

section 96 of the Act or any other development consent granted that relates

to the Developer’s Public Benefit Works; and

(e) the reasonable requirements of the City, including in regard to the

Standards.

3.2 Final design of Developer’s Public Benefit Works

(a) Within 6 months of the date of this document (or a later time approved by

the City in writing) but prior to the issue of the first Construction Certificate

for the Development, the Developer must submit to:

(i) the Landowner, for information; and

(ii) the City’s Representative for approval;

detailed design drawings of the Developer’s Public Benefit Works that reflect

the plans and specifications set out in Annexure A.

(b) Within 30 Business Days after the City’s Representative has received the

detailed design drawings, the City, after consulting with the Landowner, will

42

inform the Developer in writing as to whether the detailed design drawings

are approved. If the detailed design drawings are not approved, the City

will inform the Developer in writing of what further information or

modifications are required and the Developer will have a further 15 Business

Days to re-submit the required information, following which the process

outlined in this paragraph (a) will apply again.

(c) If the Developer:

(i) fails to prepare the detailed design drawings; or

(ii) does not provide further information or modify the detailed design

drawings,

in accordance with this clause 3.2 of Schedule 3, then the City may exercise

its rights under clause 13 of this document in order to carry out the

Developer’s Public Benefit Works itself at the cost of the Developer.

3.3 Preparation of and changes to construction design drawings

(a) Following approval of the detailed design drawings by the City in accordance

with clause 3.2 of Schedule 3, the Developer must promptly:

(i) prepare construction design drawings that comply with the detailed

design drawings; and

(ii) provide the City with a copy of the construction design drawings.

(b) The City, acting reasonably, may by written notice to the Developer at any

time, approve, vary or direct the Developer to vary the construction design

drawings associated with the Development Consent so that the Developer’s

Public Benefit Works reflect:

(i) the Standards;

(ii) a departure or discrepancy from the plans approved under clause 3.2

of Schedule 3; or

(iii) any other standard or specification for materials or methodology for

carrying out works that is adopted by the City from time to time,

provided that any direction given under this clause 3.3(b)(iii) of

Schedule 3 does not significantly increase:

(A) the cost of that element of the Developer’s Public Benefit Works;

or

(B) the complexity of implementation of the Developer’s Public

Benefit Works that may lead to a significant delay in the

completion of the Developer’s Public Benefit Works.

(c) Within 20 Business Days of receiving a notice from the City under clause

3.3(b) of Schedule 3, the Developer must:

(i) to the extent practicable, use reasonable endeavours to comply with

the notice given by the City; or

43

(ii) if the Developer determines that the notice given by the City is

unreasonable or impracticable, notify a dispute in accordance with

clause 14 of this document.

If the Developer does not provide any response during the 20 Business Days

after receiving a notice from the City under clause 3.3(b) of Schedule 3, it

is deemed that the Developer accepts the notice given by the City and will

take all steps required to comply with the notice.

(d) The City does not assume or owe any duty of care to the Developer in

reviewing any design drawings submitted to it under this clause 3 of

Schedule 3 or for any errors, omissions or non-compliance with this

document.

(e) No participation by the City in the development of, the review of, or

comments on any design drawings submitted by the Developer will lessen

or otherwise affect the Developer’s obligations under this document or

constitute an acknowledgement by the City that the Developer has complied

with its obligations under this document.

4. CONSTRUCTION OF DEVELOPER’S PUBLIC BENEFIT WORKS

4.1 Insurance

(a) From commencement of the Developer’s Public Benefit Works until

expiration of the Defects Liability Period, the Developer must effect and

maintain (or cause to be effected and maintained under one or more policies

of insurance and without requiring any risk to be double insured) the

following insurances held with an insurer licensed by the Australian

Prudential Regulation Authority or holding an investment grade rating from

Standard & Poors, Moody’s or Fitch:

(i) worker's compensation insurance or registrations as required by

Laws;

(ii) public liability insurance written on an occurrence basis with a limit of

indemnity of not less than $20,000,000 covering all aspects of the

Developer’s Public Benefit Works;

(iii) construction works insurance in relation to the Developer’s Public

Benefit Works; and

(iv) motor vehicle third party cover with a limit of indemnity of not less

than $20 million for each and every occurrence.

(b) The Developer must submit a copy of all certificates of insurance to the City:

(i) prior to commencing construction of the Developer’s Public Benefit

Works; and

(ii) promptly following a written request by the City, provided that such a

request is not made more than twice in any 12 month period.

44

4.2 Approvals and consents

The Developer must, at its cost, obtain all relevant approvals and consents for the

Developer’s Public Benefit Works, whether from the City or from any other relevant

Government Agency, including any necessary road opening permits. Before

commencing the Developer’s Public Benefit Works, the Developer must give to the

City copies of all approvals and consents for the Developer’s Public Benefit Works,

other than the Development Consent.

4.3 Construction work

The Developer must, at its cost:

(a) carry out and complete the Developer’s Public Benefit Works in accordance

with all approvals and consents relating to the Developer’s Public Benefit

Works, including any approval given by the City under this document;

(b) ensure that all Developer’s Public Benefit Works are constructed in a good

and workmanlike manner, in accordance with the plans approved under this

document so that the Developer’s Public Benefit Works are structurally

sound, fit for purpose and suitable for their intended use;

(c) ensure that the Developer’s Public Benefit Works are Complete by the due

date specified in clause 1 of Schedule 3 and promptly after becoming aware

advise the City’s Representative of any significant delays in completing the

Developer’s Public Benefit Works or delays that may impact the delivery of

the Public Benefits by the due date specified in Item 1 of Schedule 3; and

(d) comply with all reasonable directions of the City in respect to construction

of the Developer’s Public Benefit Works.

4.4 Inspections by the City

The City, as a party to this document and not in its role as a Government Agency,

may:

(a) inspect the Developer’s Public Benefit Works during the course of

construction at reasonable times and on reasonable notice; and

(b) notify the Developer’s Representative of any material or significant defect,

error or omission relating to the construction or installation of the

Developer’s Public Benefit Works identified during or as the result of an

inspection.

Any failure by the City to identify a Defect, error or omission will not be construed

as amounting to an acceptance by the City of the Defect, error or omission.

5. STANDARDS

The following list of Standards are included for information purposes only, and as

a guide to the relevant standards for the general nature of the work identified as

Developer’s Public Benefit Works in this document. The City makes no

representation or warranty as to the currency of the standards identified, or their

application on the final design of the Developer’s Public Benefit Works. The

45

Developer must make its own enquiries regarding whether any standard has been

replaced or supplemented. In the event that an Australian Standard prescribed a

different level of material, finish, work or workmanship than those contained in a

City standard, then the higher of the two standards will apply. If there is a conflict

between City standards then the Developer must request the City nominate the

correct and applicable City standard. The City’s decision as to the applicable

standard is final.

Relevant Australian Standards – Verge Works, Through site links

AS 1725 Geotechnical Site investigations

AS 4455 Masonry Units and segmental pavers

AS 4678 Earth Retaining Structures

AS 3600 Concrete Structures

AS 2876 Concrete kerbs and channels

AS 1158 Road Lighting

AS 1743 Road signs

AS 4282 Control of the Obtrusive Effects of Outdoor lighting

AS 3500 Plumbing and Drainage

AS 3700 Masonry Structures

AS 2890 Parking Facilities

AS 4282 Design for Access and Mobility

AS 4454 Composts, soil conditioners and mulches

Relevant Australian Standards – Roads (including pedestrian areas)

AS 1725 Geotechnical Site investigations

AS 4455 Masonry Units and segmental pavers

AS 4678 Earth Retaining Structures

AS 3600 Concrete Structures

AS 2876 Concrete kerbs and channels

AS 1158 Road Lighting

AS 4282 Control of the Obtrusive Effects of Outdoor lighting

AS 1428 Design for Access and Mobility

AS 3500 Plumbing and Drainage

AS 3700 Masonry Structures

46

AS 2890 Parking Facilities

AS 1742 Manual of uniform traffic control devices

AS 1743 Road Signs

City Standards (All Works)

City of Sydney Contaminated Lands DCP 2004

Sydney Street Code 2013

Sydney Lights Code 2013

City of Sydney Access Policy

Sydney Street Technical Specification and Drawings

City of Sydney Street Tree Master Plan 2011

47

EXECUTED as a deed.

Signed, sealed and delivered for

THE COUNCIL OF THE CITY OF

SYDNEY by its duly authorised

officer, in the presence of:

Signature of officer

Signature of witness Name of officer

Name

456 Kent Street, Sydney NSW 2000

Position of officer

Address of witness

Signed, sealed and delivered for

PROPERTY NSW ABN 91 840 597

406 by its duly authorised officer, in

the presence of:

Signature of officer

Signature of witness Name of officer

Name

Position of officer

Address of witness

EXECUTED by Pontiac Land

(Australia) Pty Limited ABN 30 611

224 269 in accordance with s127(1)

of the Corporations Act 2001 (Cth):

Signature of director Signature of director/secretary

Name Name

48

ANNEXURE A

Developer Public Benefit Works – indicative drawing and specifications

3500

2500

EXTE

NT O

F W

ORKS

EXTENT OF WORKS

EX

ISTI

NG

DIS

H D

RA

INTO

BE

RE

TAIN

ED

EXISTING GUTTER LIP

3150

17425

EXISTING TOP OF KERB

5000 52

00

2404

0

DROP OFF ZONE

3 x PASSENGER VECHICLES

5000

5000

5000

1443

0

8200

16260

EXIS

TIN

G H

ERTI

TAG

E PA

LM

TREE

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BE

REL

OC

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D

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1275

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F SU

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ELO

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L H

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4 x

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IT

7785

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50

ANNEXURE B

Tunnel Lease

Page 1 of 45

STRATUM LEASE

The Council of the City of Sydney

and

Perpetual Corporate Trust Limited

A lease of the Stratum below Loftus Street pursuant to section 149 of the Roads Act 1993 (NSW)

The Council of the City of Sydney Town Hall House 456 Kent Street SYDNEY NSW 2000 Reference: File Number: S129096 KWM: 33832355_13

Page 2 of 45 KWM 33832355_13

CONTENTS

CLAUSE PAGE

1 DEFINITIONS AND INTERPRETATION .................................................................5 1.1 Definitions ...........................................................................................5 1.2 Interpretation .......................................................................................9 1.3 Severability ........................................................................................ 10 1.4 Liability ............................................................................................. 10 1.5 Performance Dates ............................................................................. 10 1.6 Role as a Government Agency .............................................................. 10

2 GRANT AND HOLDING OVER ........................................................................... 10 2.1 Grant ................................................................................................ 10 2.2 Nature of tenancy ............................................................................... 11

3 RENT ............................................................................................................ 11 3.1 Payment of Rent ................................................................................. 11

4 RENT REVIEWS .............................................................................................. 11 4.1 Consumer Price Index Review .............................................................. 11 4.2 Payment of Rent from Review .............................................................. 11

5 MONETARY PROVISIONS................................................................................. 12 5.1 Interest on Overdue Money .................................................................. 12 5.2 Due Date for Payment ......................................................................... 12 5.3 Obligations Not Effected ...................................................................... 12 5.4 GST .................................................................................................. 12

6 TENANT CHARGES ......................................................................................... 13 6.1 Rates and Taxes ................................................................................. 13 6.2 Electricity, Gas etc .............................................................................. 13

7 LANDLORD'S OBLIGATIONS ............................................................................ 13 7.1 Quiet Enjoyment ................................................................................. 13 7.2 Consents ........................................................................................... 14

8 LANDLORD'S RESERVATIONS .......................................................................... 14 8.1 Services ............................................................................................ 14 8.2 Landlord's Rights ................................................................................ 15 8.3 Rights of passage and access under Roads Act ....................................... 15 8.4 Easements ......................................................................................... 15 8.5 Landlord May Inspect .......................................................................... 16 8.6 Landlord May Repair ........................................................................... 17 8.7 Landlord may perform Tenant’s obligations ............................................ 17 8.8 Additions and Alterations to the Public Road ........................................... 17 8.9 Utility Services ................................................................................... 18 8.10 Appoint agent and manager ................................................................. 18 8.11 Landlord’s access to the Stratum Premises ............................................. 19

9 USE OF STRATUM PREMISES ........................................................................... 19 9.1 Permitted Use .................................................................................... 19 9.2 Interdependence with Education Building and Lands Building ................... 19 9.3 Exclusion of Warranty as to Use............................................................ 20 9.4 Positive Obligations ............................................................................. 20

Page 3 of 45 KWM 33832355_13

9.5 Negative Obligations ........................................................................... 20 9.6 Structural Work .................................................................................. 21

10 MAINTENANCE, REPAIR AND ALTERATIONS ...................................................... 21 10.1 Repair and Maintenance ...................................................................... 21 10.2 Structural engineer’s report ................................................................. 22 10.3 Installations and Alterations ................................................................. 22

11 PUBLIC ROAD ................................................................................................ 23 11.1 Removal of Rubbish ............................................................................ 23 11.2 Repair ............................................................................................... 23 11.3 Damage to the Public Road .................................................................. 23 11.4 Drainage system ................................................................................. 23 11.5 Obstruction of the Public Road .............................................................. 23

12 INDEMNITIES AND RELEASE ........................................................................... 24 12.1 Risk .................................................................................................. 24 12.2 Release ............................................................................................. 24 12.3 Indemnity .......................................................................................... 24 12.4 Independence .................................................................................... 24

13 INSURANCES................................................................................................. 24 13.1 Insurance Policies ............................................................................... 24 13.2 Notice of cancellation and inspection of certificates ................................. 25

14 ASSIGNMENT, SUBLETTING, OCCUPATION RIGHTS AND SALE OF SHARES ........... 26 14.1 Transfer ............................................................................................ 26 14.2 Sub-lease or licence ............................................................................ 27 14.3 Transfer to Permitted Persons .............................................................. 28 14.4 Sale of shares .................................................................................... 28 14.5 Tenant right to grant a mortgage .......................................................... 29

15 DAMAGE AND DESTRUCTION .......................................................................... 30 15.1 Reinstatement after damage ................................................................ 30 15.2 Abatement of Rent .............................................................................. 30 15.3 No liability for the Landlord to reinstate ................................................. 30

16 EXPIRY OR TERMINATION OF TERM ................................................................. 30 16.1 Tenant’s obligations on termination ....................................................... 30 16.2 Storage of Tenant’s Property ................................................................ 31 16.3 Landlord's rights after Tenant vacates during Term ................................. 31

17 DEFAULT....................................................................................................... 32 17.1 Essential Terms .................................................................................. 32 17.2 Default Events .................................................................................... 32 17.3 Consequences of Default ..................................................................... 33 17.4 Interrelationship with the Adjacent Parcels ............................................. 33 17.5 Recovery of Loss ................................................................................ 33 17.6 No Restriction or Waiver ...................................................................... 34 17.7 Continuance ....................................................................................... 34

18 HEAD LEASE AND OTHER SUPERIOR INTERESTS ............................................... 34 18.1 Landlord's and Superior Interest Holder's Right to View ........................... 34 18.2 Obligations to Benefit Landlord's Successors .......................................... 35 18.3 Tenant Not to Prejudice Landlord's Interest ............................................ 35 18.4 Change of Landlord ............................................................................. 35

19 COSTS AND EXPENSES ................................................................................... 35

Page 4 of 45 KWM 33832355_13

19.1 Preparation Costs ............................................................................... 35 19.2 Default and Administration Costs .......................................................... 36

20 BANK GUARANTEE ......................................................................................... 36 20.1 To be delivered ................................................................................... 36 20.2 Appropriation ..................................................................................... 36 20.3 No Waiver .......................................................................................... 36 20.4 Replacement ...................................................................................... 37 20.5 Return ............................................................................................... 37

21 DISPUTES ..................................................................................................... 37 22 NOTICES ...................................................................................................... 37

22.1 How to give a notice ........................................................................... 37 22.2 When a notice is given ........................................................................ 37 22.3 Address for notices ............................................................................. 38

23 MISCELLANEOUS ........................................................................................... 38 23.1 Writing Required ................................................................................. 38 23.2 Approvals .......................................................................................... 38 23.3 Counterparts ...................................................................................... 38 23.4 Whole Agreement ............................................................................... 38 23.5 Exclusion of legislation ........................................................................ 38 23.6 General ............................................................................................. 38 23.7 Trustee limitation of liability ................................................................. 39

SCHEDULE 1 REFERENCE SCHEDULE ........................................................................... 41 SCHEDULE 2 PLAN .................................................................................................... 44

Page 5 of 45 KWM 33832355_13

THIS STRATUM LEASE is made on

BETWEEN:

(1) The Council of the City of Sydney ABN 22 636 550 790 of Town Hall House, 456 Kent Street, SYDNEY NSW 2000 (the Landlord); and

(2) THE PARTY set out in Item 3 of Schedule 1 (the Tenant).

BACKGROUND

(A) The Landlord is the owner of the Public Road in its capacity as a roads authority.

(B) The Landlord (in its roads authority capacity) has the power under section 149 of the Roads Act 1993 (NSW) to grant a leasehold interest of the air space above, or land below the surface of the Public Road.

(C) At the request of the Tenant, the Landlord has agreed to grant, and the Tenant has agreed to accept, a lease of the Stratum Premises on the terms and conditions contained in this Lease.

THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Lease, unless the context otherwise requires:

Adjoining Land means the land parcels described in Item 5.

Agreement for Lease means the agreement for lease between Government Property NSW ABN 91 840 597 406 and Tristar Investment Private Limited UEN 196500101K dated 23 July 2015.

Bank Guarantee means an unconditional and irrevocable bank guarantee with no expiry date to be provided to the Landlord by the Tenant from time to time, for the amount stated in Item 10 and which must:

(a) be expressed to be in favour of the Landlord;

(b) cover all obligations of the Tenant under this Lease;

(c) not be cancelled or suspended if an amount less than the amount in Item 15 is drawn against it, but remain in full force in relation to the balance; and

(d) contain other terms and conditions the Landlord may reasonably require, provided that such other terms and conditions are consistent with prevailing market practice in Australia at the relevant time.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney.

Commencement Date means the date stated in Item 6(b).

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Consumer Price Index means:

(a) the All Groups Consumer Price Index applicable to Sydney published by the Australian Bureau of Statistics; or

(b) if this price index is discontinued or abolished or if the items or weighting of the items whose prices are considered vary so as to change the basis of the price index then such price index as the Landlord acting reasonably may select that, as nearly as practicable, serves the same purpose.

Conveyancing Act means the Conveyancing Act 1919 (NSW).

CPI Rent Review Date means the date specified in Item 8 (if any).

Cure Period has the meaning given in clause 17.3(e).

Date of Practical Completion means the:

(a) date specified in the certificate of practical completion, as the date on which practical completion of the Redevelopment Works is achieved; or

(b) where another date is determined in any binding expert determination, litigation, arbitration or other binding dispute resolution process as the date upon which practical completion was achieved under the Agreement for Lease – that other date.

Education Building means the building and other improvements on Folio Identifier 56/729620, known as 35-39 Bridge Street, Sydney.

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention;

(b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off;

(c) right that a person (other than the owner) has to remove something from the Stratum Premises (known as a profit a prendre), easement, public right of way, restrictive or positive covenant, lease or licence to use or occupy; or

(d) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or agreement to create any of the above or allow them to exist.

Event of Default has the meaning given in clause 17.2.

Expiry Date means the date stated in Item 6(c).

Government Entity means the Crown and any government department, authority or agency, any state owned corporation or other government or semi-government entity, but excluding the Landlord acting in its capacity as lessor under this Lease.

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Hazardous Materials means any substance, gas, liquid, chemical, mineral or other physical or biological matter which is or may become toxic, flammable, inflammable or which is otherwise harmful to the environment or any life form or which may cause pollution, contamination or any hazard or increase in toxicity in the environment or may leak or discharge or otherwise cause damage to any person, property or the environment.

Insolvency Event means if one or more of the following occurs in respect of the Tenant:

(a) an order is made or a resolution is passed to wind it up (except for a reconstruction or amalgamation when solvent);

(b) it goes into liquidation;

(c) it is placed under official management;

(d) it has a receiver (including a provisional receiver) or receiver and manager of any of its assets, or an administrator appointed;

(e) it enters into an arrangement, composition or compromise with one or more of its creditors, or any assignment for the benefit of one or more of its creditors; or

(f) the Tenant is presumed to be insolvent under the Corporations Act 2001 (Cth).

Item means an item in the Reference Schedule.

Landlord means the person described in Item 2 and, where the context so admits, the employees and agents of the Landlord (including for the purpose of giving any notice any managing agent appointed from time to time by the Landlord), and if required by the Tenant, notified to the Tenant in writing.

Lands Building means the building and other improvements on Folio Identifier 1877/877000, known as 22-33 Bridge Street, Sydney.

Lease means this document and any attachments or annexures to it.

Make Good means to:

(a) remove from the Stratum Premises all of the Tenant's Property;

(b) repair, with such materials as the Landlord may reasonably direct, any damage to the Stratum Premises and the Public Road which is caused by the conduct of the removal referred to in paragraph (a);

(c) construct walls to the Landlord’s reasonable satisfaction that close all openings to adjacent land parcels, with material approved by the Landlord (acting reasonably) and with certifications and test data that the Landlord reasonably requires in connection with such works; and

(d) leave the Stratum Premises in sound structural condition and in the condition and to the standard reasonably required by the Landlord, provided that the Tenant must not be required to:

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(i) backfill the Stratum Premises; or

(ii) leave the Stratum Premises in a condition, or to a standard, which is higher than the Tenant complying with its obligations under clause 10.1(a).

Material Alteration means any alteration to the Stratum Premises or the Tenant’s Property which alters the structure of the Stratum Premises. For the avoidance of doubt, the following do not constitute a Material Alteration:

(a) any alterations to the interior fitout of the Stratum Premises or any Tenant’s Property within the Stratum Premises;

(b) any alterations to the finishes used in the Stratum Premises; or

(c) any alterations to the services in the Stratum Premises.

Party means either the Landlord or the Tenant and Parties means both of them.

Permitted Person means:

(a) any one or more of the individuals and entities listed in Item 11; or

(b) any new entity which is wholly owned by any one or more of the individuals and/or entities in Item 11.

Permitted Use means the permitted use stated in Item 9.

Plan means the sketch of the Stratum Premises and the Public Road contained in Schedule 2 to this Lease.

Public Road means the road identified in Item 4, vested in the Landlord under the Roads Act, and (where the context permits) includes both the carriageway and the footway.

Redevelopment Works means the design and construction of the works required to be performed by the lessee under the Agreement for Lease.

Reference Schedule means the reference schedule contained in Schedule 1 to this Lease.

Rent means the annual amount stated in Item 7 as varied from time to time under this Lease.

Rent Review Date means each date or dates stated in Item 8 (if any).

Roads Act means the Roads Act 1993 (NSW).

Stratum Premises mean the stratum beneath the Public Road as described in Item 1.

Tenant means the person/s described in Item 3 and includes its successors and assigns and, where the context so admits, the employees and agents of the Tenant.

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Tenant’s Agents means each of the Tenant’s employees, agents, contractors, sub-contractors, visitors, business patrons, invitees and any other person on or about the Stratum Premises (with or without invitation) or under the control or direction of the Tenant.

Tenant's Property means the Tenant’s property (including any fittings, fixtures, plant, equipment or machinery) in or attached to the Stratum Premises, excluding any services.

Tenant's Obligations means the obligations contained in this Lease to be observed and performed by the Tenant.

Term means the period stated in Item 6(a), which begins on midnight at the beginning of the Commencement Date and ends at midnight at the end of the Expiry Date.

Trust means PLG Sandstone Trust ABN 73 212 122 823.

Trustee means Perpetual Corporate Trust Limited ACN 000 341 533.

Tunnel Consent means the Roads Act Consent and Conditions of Consent between the Landlord and Pontiac Land (Australia) Pty Ltd (ABN 30 611 224 269) dated [#insert].

Valuer means a person who is a member of the Australian Property Institute (NSW Division) with no less than 5 years’ experience of valuing premises of like nature in the same market and is actively engaged in the valuation at the time of appointment.

Voluntary Planning Agreement means the Voluntary Planning Agreement between the Landlord, Pontiac Land (Australia) Pty Ltd (ABN 30 611 224 269) and Property NSW (ABN 91 840 597 406) dated [#insert].

1.2 Interpretation

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this Lease, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;

(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

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(v) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

(d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) A reference to any notice, consent, approval, direction or similar notification being given or made by a party to this Lease is a reference to it being given or made in writing.

(g) This Lease is not to be interpreted against the interests of a party merely because that party proposed this document or some provision in it or because that party relies on a provision of this document to protect itself.

1.3 Severability

Any provision of this Lease which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Lease enforceable, unless this would materially change the intended effect of this Lease.

1.4 Liability

When two or more persons are named as a party to this Lease, any agreement, representation or warranty expressed to be given or made by that party will be a joint and several liability of each named person.

1.5 Performance Dates

Any payment, act, matter or thing required to be made or performed by the terms of this Lease on or prior to a day which is not a Business Day must be made or performed on or prior to the immediately following Business Day.

1.6 Role as a Government Agency

Nothing in this Lease in any way restricts or otherwise affects the unfettered discretion of the Landlord in the exercise of its statutory powers as a government agency and in the event of any conflict between the unfettered discretion of the Landlord in the exercise of such powers and the performance of obligations under this Lease, the former prevails.

2 GRANT AND HOLDING OVER

2.1 Grant

The Landlord leases the Stratum Premises to the Tenant for the Term on the terms of this Lease.

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2.2 Nature of tenancy

(a) The Landlord acknowledges and agrees that the Stratum Premises will be used 24 hours a day, 7 days a week, in connection with the operation and use of a luxury boutique hotel in the Adjoining Land.

(b) On and from the Commencing Date the provisions of this Lease are to be read, interpreted and applied in the context of and incorporating the principles outlined in clause 2.2(a).

3 RENT

3.1 Payment of Rent

(a) The Tenant must pay the Rent to the Landlord during the Term in accordance with clause 3.1(b).

(b) The Tenant must pay the Rent by annual payments in advance on the first day of each year (and proportionately for any part of a year). The first instalment must be paid on the Commencement Date.

4 RENT REVIEWS

The Rent payable by the Tenant during the Term is to be reviewed at each Rent Review Date in accordance with such of the provisions of this clause 4 as are referred to in Item 8 as being applicable to the rent review to be conducted on the relevant Rent Review Date.

4.1 Consumer Price Index Review

On each anniversary of the Commencement Date, the Rent will be adjusted to be the greater of:

(a) the Rent payable immediately prior to the CPI Rent Review Date; and

(b) the Rent payable immediately prior to the CPI Rent Review Date increased by the same percentage as the percentage change, if any, in the Consumer Price Index in the 12 months prior to that CPI Rent Review Date.

4.2 Payment of Rent from Review

(a) The Landlord must notify the Tenant in writing of the Landlord’s calculation of the revised Rent from the relevant Rent Review Date and the calculation of the new instalments of Rent.

(b) If the amount of any revised Rent has not been agreed or determined by the relevant Rent Review Date the Tenant must continue to pay Rent to the Landlord at a rate equal to the Rent payable during the preceding year until the revised Rent is ascertained.

(c) When the revised Rent is ascertained, any necessary adjustment of Rent calculated from the relevant Rent Review Date must be paid by the Tenant within 10 Business Days of the revised Rent being ascertained.

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(d) If the Landlord does not exercise its right to require the Rent to be revised on a particular Rent Review Date, the Landlord is entitled to revise the Rent by notice in writing to the Tenant at any time after the relevant Rent Review Date, during the Term. Any necessary adjustment of Rent will be calculated from the relevant Rent Review Date and must be paid by the Tenant to the Landlord within 10 Business Days of the revised Rent being notified to the Tenant.

5 MONETARY PROVISIONS

5.1 Interest on Overdue Money

(a) If the Tenant does not pay the Rent or any other amounts payable under this Lease within fourteen (14) days of the due date, the Tenant must pay interest on that outstanding amount to the Landlord.

(b) Interest is payable at the rate of 8.75%, calculated on a daily basis and is payable for the period from the date on which the outstanding amount was due to be paid until it is actually paid in full.

(c) The Tenant must pay the amount of interest applicable to an outstanding amount on the earlier of:

(i) the next day on which an instalment of Rent is payable under this Lease; and

(ii) 5 Business Days after demand by the Landlord.

5.2 Due Date for Payment

If this Lease does not specify a due date or period for payment of an amount, then the Tenant must pay the amount within 10 Business Days after the Landlord issues a written demand for it.

5.3 Obligations Not Effected

Expiry or termination of this Lease does not affect the Tenant's obligations:

(a) to make payment under this Lease for periods before or after then; or

(b) to give information to the Landlord to enable it to calculate those payments.

5.4 GST

(a) If a party to this Lease makes a supply under or in connection with this Lease and is liable by law to pay GST on that supply (Supplier), subject to the prior receipt of a tax invoice, that party providing the consideration for the supply must pay to the Supplier an additional amount equal to the GST payable on that Supply.

(b) If this Lease requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party is the amount of the reimbursable expense net of any input tax credit or reduced input tax credit to which the other party (or a representative member

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of any GST group of which the other party is a member) is entitled in respect of the reimbursable expense.

(c) If a party to this Lease has the benefit of an indemnity for a cost, expense, loss or outgoing (indemnified cost) under this Lease, the indemnity is for the indemnified cost net of any input tax credit or reduced input tax credit to which that party (or a representative member of any GST group of which that party is a member) is entitled in respect of the indemnified cost.

(d) Each party agrees to do all things, including providing tax invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any input tax credit, set-off, rebate or refund in relation to any amount of GST paid or payable in respect of any supply under this Lease.

(e) Subject to the operation of this clause 5.4, all amounts stated in this Lease are GST exclusive.

6 TENANT CHARGES

6.1 Rates and Taxes

(a) The Tenant must pay all rates, assessments, levies or taxes assessed or charged (irrespective of ownership) by any Government Entity on the Stratum Premises during the Term including land tax payable to the Office of State Revenue under section 21C of the Land Tax Management Act 1956 (NSW).

(b) The Tenant acknowledges that for the purposes of section 21CA of the Land Tax Management Act 1956 (NSW), a land tax disclosure statement was provided to the Tenant in writing before the Tenant entered into this Lease. [Drafting Note: To be provided to the Tenant prior to entry into this Lease.]

(c) The Tenant must pay all other fees and charges which are imposed by a Government Entity at any time during the Term which are payable in respect of the Stratum Premises or on account of the use and occupation of the Stratum Premises by the Tenant.

6.2 Electricity, Gas etc

In respect of the supply of any water, gas, electricity, telephone, waste disposal or other utility service for the Stratum Premises, the Tenant must at its expense:

(a) pay all accounts when they become due and payable; and

(b) install separate meters for those services capable of being separately metered, when requested by the Landlord to do so.

7 LANDLORD'S OBLIGATIONS

7.1 Quiet Enjoyment

Subject to the Landlord's reservations stated in this Lease and the Lease terms, while the Tenant:

(a) pays the Rent and all other monies payable under this Lease; and

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(b) observes and performs all of the Tenant's Obligations,

the Tenant will occupy the Stratum Premises without disturbance or interference by the Landlord.

7.2 Consents

If the Landlord has agreed to obtain a person’s consent in connection with this Lease, or is otherwise reasonably requested by the Tenant to assist with obtaining such consent, then the Landlord agrees to do everything reasonably necessary to obtain that consent.

8 LANDLORD'S RESERVATIONS

8.1 Services

(a) In addition to any rights the Landlord may have in the exercise of its statutory powers as a government agency, but subject to clause 8.1(b) and clause 8.1(c), the Landlord reserves the right:

(i) to install, maintain, use, repair, alter and replace; and

(ii) to pass or convey gas, water, sewerage, heat, oil, communications and data, electricity or other power through,

any pipes, ducts, conduits or wires passing through or leading into the Stratum Premises.

(b) For the purposes of this clause 8.1, the Landlord may enter the Stratum Premises but must:

(i) give reasonable notice to the Tenant;

(ii) comply with any reasonable directions of the Tenant relating to a notice given under clause 8.1(b)(i), including any directions to ensure the Tenant does not breach any leases relating to the Education Building and/or Lands Building to which the Tenant is a party;

(iii) use reasonable endeavours and take all reasonable steps to minimise:

(A) inconvenience to the Tenant's use and occupation of the Stratum Premises; and

(B) disruption to the Tenant’s business or use of the Stratum Premises for the Permitted Use; and

(iv) comply with the requirements of clause 8.11,

except in an emergency, when no notice of intended entry is required.

(c) The Landlord must not undertake any works under this clause 8.1 which would reasonably be expected to affect the use of the Stratum Premises for the Permitted Use.

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8.2 Landlord's Rights

(a) In addition to any rights of the Landlord as a government agency and subject to clause 8.2(b), the Landlord may carry out works on, above and below the Public Road and may (for such purposes) enter upon the Stratum Premises or limit access to the Stratum Premises or both after having given the Tenant reasonable notice (except in the case of an emergency, when no notice is required).

(b) In exercising rights and powers under clause 8.2(a), the Landlord must:

(i) give reasonable notice to the Tenant;

(ii) comply with any reasonable directions of the Tenant relating to a notice given under clause 8.2(b)(i), including any directions to ensure the Tenant does not breach any leases relating to the Education Building and/or Lands Building to which the Tenant is a party; and

(iii) use reasonable endeavours and take all reasonable steps to minimise:

(A) inconvenience to the Tenant's use and occupation of the Stratum Premises; and

(B) disruption to the Tenant’s business or use of the Stratum Premises for the Permitted Use; and

(iv) comply with the requirements of clause 8.11.

8.3 Rights of passage and access under Roads Act

The Tenant acknowledges and agrees that this Lease, and the Tenant’s rights to occupy and use the Stratum Premises under this Lease, are subject to the rights of passage and access along public roads granted to members of the public under the Roads Act, including under sections 5 and 6 and 143 of that Act.

8.4 Easements

(a) Subject to clause 8.4(d), the Landlord may enter into any arrangement or agreement with any landlord, tenant, occupier or other person interested in any land adjacent to or near the Stratum Premises (but excluding the Stratum Premises) or any government agency, for the purpose of providing:

(i) public or private access to and egress from the Public Road;

(ii) support of existing or future structures erected on or from adjoining land; or

(iii) services (including water drainage, gas and electricity supply, and telephonic and electronic communication services).

(b) For the purposes of this clause 8.4, but subject to clause to clause 8.4(d), the Landlord may dedicate land or transfer, grant or create any privilege or other right, in favour of any other party, any adjoining or neighbouring land or any

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government agency over or affecting the Public Road (but excluding the Stratum Premises).

(c) To the best of the Landlord’s knowledge, and after all due enquiry by the Landlord, the Landlord discloses that the the Lease is subject to [##] which exists in respect of the Public Road at the Commencement Date. [Note: City enquiring as to arrangements which affect the Stratum Premises which the Landlord requires the Tenant to consent to.]

(d) When exercising its rights under this clause 8.4, the Landlord must:

(i) give reasonable notice to the Tenant;

(ii) comply with any reasonable directions of the Tenant relating to a notice given under clause 8.4(d)(i), including any directions to ensure the Tenant does not breach any leases relating to the Education Building and/or Lands Building to which the Tenant is a party; and

(iii) not dedicate any land or create any easement, privilege or other right under this clause 8.4 which adversely affects:

(A) the enjoyment of any rights conferred on the Tenant by the Lease; or

(B) the Tenant’s business or use of the Stratum Premises for the Permitted Use.

8.5 Landlord May Inspect

(a) Subject to clause 8.5(b), the Landlord may at any reasonable time after giving the Tenant reasonable notice, except in an emergency, when no notice of intended entry is required:

(i) enter the Stratum Premises for the purpose of ascertaining whether the Tenant is complying with the Tenant's Obligations; and

(ii) give the Tenant written notice requiring the Tenant, within a reasonable time, to carry out repairs or other work for which the Tenant is responsible under this Lease.

(b) In exercising rights and powers under clause 8.5(a), the Landlord must:

(i) use reasonable endeavours and take all reasonable steps to minimise:

(A) inconvenience to the Tenant's use and occupation of the Stratum Premises; and

(B) disruption to the Tenant’s business or use of the Stratum Premises for the Permitted Use;

(ii) comply with the requirements of clause 8.11.

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8.6 Landlord May Repair

(a) At any time after giving the Tenant reasonable prior notice (except in an emergency when no notice of intended entry is required), the Landlord may enter upon the Stratum Premises with any consultants, workmen, other persons or materials needed to:

(i) comply with any request, requirement, notification or order (for which the Tenant is not liable under the Lease) of any government agency; or

(ii) carry out repairs or maintenance to the Stratum Premises which the Landlord believes are necessary (acting reasonably) because of the Tenant's failure to comply within a reasonable time, having regard to the nature of the repairs or maintenance required, with any written notice relating to the same being provided to the Tenant.

(b) In exercising rights and powers under clause 8.6(a), the Landlord must:

(i) use reasonable endeavours and take all reasonable steps to minimise:

(A) inconvenience to the Tenant's use and occupation of the Stratum Premises; and

(B) disruption to the Tenant’s business or use of the Stratum Premises for the Permitted Use; and

(ii) comply with the requirements of clause 8.11.

8.7 Landlord may perform Tenant’s obligations

(a) The Landlord may, at the Tenant’s cost, do anything which the Tenant should have done under this Lease if the Tenant does not promptly do so or if, in the Landlord’s reasonable opinion, the Tenant does not do so properly (within a reasonable time of being notified of the relevant requirement).

(b) The Tenant must reimburse the Landlord on demand for any reasonable costs and expenses incurred by the Landlord under this clause 8.7.

8.8 Additions and Alterations to the Public Road

(a) The Landlord may improve extend, vary, amend or refurbish the Public Road or any part of it (other than the Stratum Premises) but must:

(i) give the Tenant reasonable notice of its intention to do so, other than in the case of an emergency where the Landlord must give the Tenant the maximum period of notice that is reasonably practicable in the circumstances;

(ii) comply with any reasonable directions of the Tenant relating to a notice given under clause 8.8(a)(i), including any directions to ensure the Tenant does not breach any leases relating to the Education Building and/or Lands Building to which the Tenant is a party;

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(iii) use reasonable endeavours and take all reasonable steps to minimise inconvenience and disruption to the:

(A) Tenant; and

(B) Tenant's business or use and occupation of the Stratum Premises for the Permitted Use; and

(iv) not be inconsistent with the Tenant’s rights under this Lease.

(b) The Landlord will not be liable to compensate the Tenant for any reasonable damage or reasonable loss suffered by the Tenant as a result of the Landlord taking any action under this clause 8.8, except to the extent that such damage or loss arises from the Landlord’s breach of this Lease.

8.9 Utility Services

(a) The Landlord may cause or permit the installation, variation, amendment or refurbishment of utility services in the Public Road or the Stratum Premises or both but must:

(i) give the Tenant reasonable notice of the intention to do so other than in the case of an emergency where the Landlord must give the Tenant the maximum period of notice that is reasonably practicable in the circumstances; and

(ii) comply with any reasonable directions of the Tenant relating to a notice given under clause 8.9(a)(i) including any directions to ensure the Tenant does not breach any leases relating to the Educations Building and Lands Building to which the Tenant is a party,

(iii) use reasonable endeavours and take all reasonable steps to minimise inconvenience and disruption to the:

(A) Tenant; and

(B) Tenant's business or use and occupation of the Stratum Premises for the Permitted Use; and

(iv) not be inconsistent with the Tenant’s rights under this Lease.

(b) The Landlord will not be liable to compensate the Tenant for any reasonable damage or reasonable loss suffered by the Tenant as a result of the Landlord taking any action under this clause 8.9, except to the extent that such damage or loss arises from the Landlord’s breach of this Lease.

8.10 Appoint agent and manager

The Landlord may:

(a) appoint or authorise an agent or other person to do anything it may or must do under this Lease; and

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(b) engage a manager to manage and conduct the day to day running of the Stratum Premises.

If the Landlord appoints a managing agent, that managing agent represents the Landlord in all matters relating to this Lease (except if the Landlord directs otherwise in writing). Any communication from the Landlord will, to the extent of any inconsistency, supersede any communication of the managing agent.

8.11 Landlord’s access to the Stratum Premises

(a) The Landlord may only exercise its rights under this clause 8 to enter the Stratum Premises, if the Landlord is accompanied by a nominee of the Tenant and the Landlord agrees to comply with all reasonable requirements notified by the Tenant to the Landlord from time to time in relation to access to and security of the Stratum Premises.

(b) In exercising its rights under this Lease to enter the Stratum Premises, the Landlord must:

(i) use reasonable endeavours and take all reasonable steps to minimise inconvenience and disruption to the:

(A) Tenant; and

(B) Tenant's business or use and occupation of the Stratum Premises for the Permitted Use; and

(ii) remove resulting rubbish and leave the parts of the Stratum Premises used clean and in good condition;

(iii) when undertaking works:

(A) carry out those works in a manner which causes no damage to the Stratum Premises or the Tenant;

(B) carry out those works within the time frame approved by the Tenant (acting reasonably); and

(C) comply with the Tenant’s reasonable requirements notified by the Tenant to the Landlord from time to time in relation to access to and security of the Stratum Premises.

9 USE OF STRATUM PREMISES

9.1 Permitted Use

The Tenant must not use the Stratum Premises otherwise than for the Permitted Use.

9.2 Interdependence with Education Building and Lands Building

At all times the party who constitutes the Tenant under this Lease must be:

(a) the owner of the Education Building and the Lands Building; or

(b) the lessee under the leases for the Education Building and the Lands Building.

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9.3 Exclusion of Warranty as to Use

(a) The Landlord does not in any way warrant that the Stratum Premises are or will remain suitable or adequate for any of the purposes of the Tenant.

(b) To the full extent permitted by law all warranties as to suitability and as to adequacy otherwise applicable are expressly negatived.

(c) The Tenant acknowledges and agrees that prior to signing this Lease it has satisfied itself by independent investigation as to the suitability of the Stratum Premises for the Permitted Use and as to the requirements of any applicable legislation or any relevant government agency.

9.4 Positive Obligations

(a) Subject to clause 9.6, the Tenant must comply:

(i) with any other conditions considered reasonably necessary by the Landlord to protect the Landlord's interests in the Stratum Premises, provided that:

(A) the Landlord has given the Tenant reasonable notice of any such conditions and has addressed any reasonable concerns of the Tenant; and

(B) the conditions do not derogate from the Tenant’s rights under this Lease;

(ii) on time with all laws and the requirements of all relevant government agencies in connection with the Tenant's Property and the Tenant's use or occupation of the Stratum Premises, including at its cost obtaining and maintaining any licence, permit, consent or registration required to carry on the Permitted Use; and

(iii) on time with all notices or orders that may be given by any relevant government agency in respect of Tenant's use or occupation of the Stratum Premises.

(b) The parties acknowledge and agree that prior to entering into this Lease, the Tenant, at its cost:

(i) obtained a survey of the Stratum Premises; and

(ii) prepared any plan required to be prepared for this Lease, including but not limited to a plan of stratum subdivision.

9.5 Negative Obligations

The Tenant must not:

(a) store or use or permit the storage or use of Hazardous Materials on the Stratum Premises, except to the extent reasonably necessary for the conduct of the Permitted Use;

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(b) do or permit to be done anything in the Stratum Premises which in the Landlord's reasonable opinion may become a nuisance or a disturbance, obstruction or cause of damage, whether to the Landlord or to occupiers or owners of neighbouring properties;

(c) keep any birds or animals in the Stratum Premises;

(d) allow anyone to sleep in the Stratum Premises or hold any auction, fire or bankruptcy sale or public meeting on the Stratum Premises;

(e) smoke on the Stratum Premises;

(f) do anything which could reasonably be expected to prejudice the Landlord's interest in the Stratum Premises;

(g) install any vending or similar amusement machine;

(h) install any electrical equipment in the Stratum Premises that overloads the cables, switchboards or sub-boards through which electricity is conveyed to the Stratum Premises;

(i) interfere with any drains, water supply, gas, electrical, plumbing or other services contained in or about the Stratum Premises without the prior written consent of the Landlord (which consent must not be unreasonably withheld); or

(j) use or permit the Stratum Premises to be used in any annoying, dangerous or offensive manner.

9.6 Structural Work

The Tenant is not obliged to carry out structural work or works, repairs or replacement of a capital nature unless it is required because of the Tenant’s use or occupation of the Stratum Premises.

10 MAINTENANCE, REPAIR AND ALTERATIONS

10.1 Repair and Maintenance

At all times the Tenant must:

(a) subject to clause 9.6, keep the Stratum Premises in good repair, order and condition, excluding fair wear and tear;

(b) keep the Tenant’s Property in good and substantial repair and working condition (including replacement where necessary), excluding fair wear and tear;

(c) keep the Stratum Premises free of vermin;

(d) carry out repairs and maintenance promptly using high quality materials and workmanship and in keeping with the standard, quality and appearance of the Stratum Premises;

(e) remove all waste from the Stratum Premises; and

(f) keep the Stratum Premises and the Tenant’s Property clean.

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10.2 Structural engineer’s report

If requested by the Landlord, the Tenant must submit to the Landlord:

(a) at the Commencement Date; and

(b) within one month of each fifth anniversary of the Commencement Date,

a report from a qualified structural engineer, certifying that the Stratum Premises and all structures and improvements erected within the Stratum Premises are structurally sound.

10.3 Installations and Alterations

(a) The Tenant must not make any Material Alteration in or to the Stratum Premises (Tenant's Works) without the Landlord's prior approval, which must not be unreasonably withheld or unreasonably delayed.

(b) In order to obtain the Landlord's prior approval to the Tenant's Works under clause 10.3(a), the Tenant must give the Landlord detailed drawings and specifications of the proposed Tenant's Works. The Landlord will promptly consider detailed drawings and specifications of the proposed Tenant's Works but cannot unreasonably withhold or delay such approval. The Landlord will use all reasonable endeavours to respond within 10 Business Days of receiving the documents referred to in this clause 10.3(b).

(c) The Tenant acknowledges that any approval given by the Landlord under this clause 10.3 is given in its capacity as the freehold owner of the Stratum Premises only.

(d) In connection with any proposed Tenant's Works, the Tenant must, before carrying out any Tenant's Works, obtain all necessary permits and approvals from all relevant government agencies (including the Landlord) having jurisdiction over or in respect of the Stratum Premises or their use.

(e) The Tenant must use a building, contractor or tradesman to carry out the Tenant's Works:

(i) in a proper and workmanlike manner; and

(ii) which has:

(A) a current public liability policy for an amount from time to time approved by the Landlord (acting reasonably having regard to usual insurance practice at the time) but in any case not less than $20,000,000; and

(B) established or ensured that its builders and contractors have taken out a policy covering all persons employed by the Tenant or its contractors on the job under the provisions of the Workers Compensation Act and a Contractors All Risk Policy in respect of the Tenant's Works to the full value of them for the time being.

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11 PUBLIC ROAD

11.1 Removal of Rubbish

The Tenant must (at its own cost) regularly during the Term, clear from the Public Road any spoil, rubbish, plant, material or other things left on or near the Public Road as a result of its use of the Stratum Premises.

11.2 Repair

The Tenant must repair the Public Road whenever it is damaged as a result of the Tenant's use of the Stratum Premises and the Tenant agrees to undertake such repair works (required as a result of damage caused by the Tenant's use of the Stratum Premises) which are notified by the Landlord to the Tenant within a reasonable time after receipt of such notice.

11.3 Damage to the Public Road

(a) If that part of the Public Road not comprising the Stratum Premises (including the kerbs, pavements, drains, gullies and other works forming part of it) are damaged as a direct result of the Tenant's reconstruction or use of the Stratum Premises, the Landlord may repair such damage (acting reasonably) at the Tenant's cost, provided that the Landlord has:

(i) given the Tenant a reasonable period (not being less than one month) and opportunity to repair such damage;

(ii) procured an independent third party to determine whether the relevant work is necessary and reasonable; and

(iii) provided the Tenant with the estimated cost of such work (as determined by an independent third party certifier).

(b) The Tenant must on demand, pay to the Landlord before the commencement of the work referred to in clause 11.3(a) the amount referred to in clause 11.3(a)(iii). Upon the completion of the work, the Tenant must pay to the Landlord any additional sum which an independent third party certifier determines as being the reasonable additional cost incurred in doing the work.

11.4 Drainage system

The Tenant must, at its own cost and expense, make alterations to the drainage system located in the Public Road near the Stratum Premises which is reasonably required by the Landlord (and certified by an independent third party as being reasonable and necessary) or required by any relevant government agency as a result or consequence of the Tenant's use, occupation, reconstruction, maintenance, renewal, repair or demolition of the Stratum Premises.

11.5 Obstruction of the Public Road

Subject to the Tenant’s rights under this Lease, nothing in this Lease:

(a) will be construed as authorising the permanent obstruction of the Public Road; or

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(b) prevents the Landlord from altering levels of or reconstructing the Public Road.

12 INDEMNITIES AND RELEASE

12.1 Risk

(a) The Tenant enters into this Lease and occupies and uses the Stratum Premises at the Tenant’s own risk.

(b) If the Tenant is obliged to do anything under this Lease, it does so at its own cost and risk.

12.2 Release

The Tenant releases the Landlord from all actions, claims, demands and liabilities arising from any damage, loss, death or injury occurring in the Stratum Premises, except to the extent that the same is caused by the negligence, act or omission of the Landlord, its contractors, agents, employees and sub-contractors. This clause 12.2 does not operate to release the Landlord from any liability specifically imposed on the Landlord by this Lease.

12.3 Indemnity

The Tenant indemnifies the Landlord against all liabilities incurred or suffered by the Landlord arising out of or in connection with the use or occupation of the Stratum Premises or the Tenant’s Property by the Tenant or anyone claiming through or under the Tenant, including all liabilities incurred or suffered by the Landlord arising out of or in connection with any act or omission of the Tenant or the Tenant’s Agents, except to the extent that such liabilities are incurred or suffered or arose out of or in connection with any act or omission of the Landlord or the Landlord’s agents, contractors, employees, sub-contractors or the Landlord’s predecessors in title.

12.4 Independence

Each indemnity is independent from the Tenant's other obligations and continues during this Lease and after it expires or is terminated. The Landlord may enforce an indemnity before incurring expense.

13 INSURANCES

13.1 Insurance Policies

(a) The Tenant must effect and keep current (or cause to be effected and maintained) the following insurances during the Term:

(i) a public liability insurance policy for the Stratum Premises in an amount not less than $20,000,000 (or any higher amount as the Landlord requires, acting reasonably having regard to usual insurance practice at the time) in respect of any single claim;

(ii) insurance of the Stratum Premises against loss, damage or destruction from any insurable risk reasonably required by the Landlord including but not limited to loss, damage or destruction by fire, lightning, storm and tempest for the full reinstatement cost of the Stratum Premises;

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(iii) insurance against any liability for death of, or any injury, damage or liability suffered or incurred by any person employed by the Tenant at the Stratum Premises giving rise to a claim under any statute relating to workers’ or accident compensation in New South Wales or at common law; and

(iv) an industrial special risks policy covering the Stratum Premises and the Tenant’s Property against the risks of loss, damage or destruction by all insurable risks to the reasonable satisfaction of the Landlord for their full replacement or reinstatement value.

(b) The insurance policies in clause 13.1(a) must:

(i) be taken out in the name of the Tenant, note the Landlord and insure each of their insurable interests; and

(ii) be effected with a reputable insurer who, as at the date on which the policy is effected, has a long term credit rating with Standard and Poor’s of at least A minus.

For the avoidance of doubt, the Tenant may, without the prior consent of the Landlord, name the Tenant’s financier as an insured party and loss payee in any of the insurance policies in clause 13.1(a).

(c) If requested by the Landlord, the Tenant must deliver to the Landlord a copy of each certificate of currency for the relevant insurance policy:

(i) when it is effected; and

(ii) upon each renewal thereof.

(d) Despite any other provision of this Lease, the Tenant is not required to effect or keep current any insurance policy to the extent that that insurance has ceased to be available. The Tenant must as soon as practicable give notice to the Landlord if any insurance required to be effected under clause 13.1 ceases to be available.

13.2 Notice of cancellation and inspection of certificates

(a) The Tenant must as soon as practicable give notice to the Landlord whenever an insurer of any of the insurances required under this Lease gives the Tenant a notice of cancellation or any other notice in respect of the relevant policy of insurance or the Tenant serves a notice of cancellation on the insurer.

(b) Whenever requested by the Landlord, the Tenant must provide the Landlord (and its advisors) with reasonable opportunity to inspect, review and comment on the terms of each of the insurances required to be effected and maintained by the Tenant under this Lease. The Tenant will consider all reasonable comments of the Landlord, and provided that such comments are:

(i) not inconsistent with the Tenant’s rights and obligations under:

(A) this Lease; and

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(B) the Tenant’s leases of the Educations Building and Lands Building; and

(ii) acceptable to the Tenant’s insurance provider,

the Tenant will use reasonable endeavours to incorporate such reasonable comments into the relevant insurance policy.

14 ASSIGNMENT, SUBLETTING, OCCUPATION RIGHTS AND SALE OF SHARES

14.1 Transfer

(a) Despite any other provision of this Lease, the Tenant must not transfer part of the Stratum Premises or part of the Lease.

(b) Subject to clause 14.1(c), the Tenant must not transfer the whole of the Stratum Premises or the whole of the Tenant’s interest under this Lease.

(c) Despite clause 14.1(b), on and from the date that is two years after the Date of Practical Completion of the Redevelopment Works, the Tenant may transfer the whole of the Stratum Premises or the whole of the Tenant’s interest under this Lease, provided that all of the following conditions are satisfied:

(i) notice to Landlord: the Tenant gives the Landlord not less than two months’ prior notice of its desire to deal with the Stratum Premises or this Lease, details of the parties, documentation and other relevant circumstances, and such other information as the Landlord reasonably requires;

(ii) Landlord’s requirements: the Tenant transfers to a transferee who:

(A) is reputable and has not been the subject of any criminal conviction or judgment by any Government Entity or court of law;

(B) enters into a deed with the Landlord in the form reasonably required by the Landlord (containing an agreement that the transferee will perform the Tenant’s agreements in this Lease); and

(C) procures for the Landlord any securities reasonably required by the Landlord in respect of the performance by the Tenant of the Tenant’s obligations under this Lease;

(iii) no breach: the Tenant is not in breach of this Lease in circumstances where the Tenant has failed to remedy the breach within a reasonable time after receipt of notice in writing from the Landlord specifying the breach; and

(iv) costs: all reasonable costs incurred by the Landlord in relation to the proposed transfer of this Lease are paid by the Tenant (whether or not the proposed assignment proceeds to completion).

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14.2 Sub-lease or licence

(a) Despite any other provision of this Lease, the Tenant must not grant a sub-lease or licence other than in accordance with this clause 14.2.

(b) The Tenant may at any time grant a sub-lease or licence to any person in the ordinary course of its business, provided that the following provisions of this clause 14.2 are satisfied:

(i) notice to Landlord: the Tenant gives the Landlord:

(A) not less than two month’s prior notice of its desire to grant the sub-lease or licence;

(B) details of the parties;

(C) details of the proposed term of the sub-lease or licence; and

(D) details of the permitted use proposed under the sub-lease or licence;

(ii) Landlord’s requirements: the Tenant provides evidence to the Landlord that the sub-lessee or licensee is respectable, responsible, financially secure and otherwise experienced in and capable of:

(A) running a business carrying on the use permitted under the sub-lease or licence; and

(B) performing the obligations of the sub-lessee or licensee under the sub-lease or licence;

(iii) deed with Landlord: the sub-lessee or licensee enters into a deed with the Landlord in which the sub-lessee or licensee agrees:

(A) that the sublease or licence terminates immediately on the surrender or termination of this Lease; and

(B) that it will not sub-sublet, licence, transfer or otherwise deal with or dispose of its interest in the sublease or licence or with the sub-lease or licensed premises;

(iv) no breach: the Tenant is not in breach of this Lease, in circumstances where the Tenant has failed to remedy the breach within a reasonable time after receipt of notice in writing from the Landlord specifying the breach; and

(v) costs: all reasonable costs incurred by the Landlord in relation to the proposed sub-lease or licence of this Lease are paid by the Tenant (whether or not the proposed sub-lease or licence proceeds to completion).

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14.3 Transfer to Permitted Persons

Despite any other provision of this Lease, the Tenant may transfer this Lease to an entity which is a Permitted Person or a combination of Permitted Persons provided that the provisions of clause 14.2(b) are satisfied in respect of that transfer.

14.4 Sale of shares

(a) Clause 14.4(c) applies if the Tenant is a corporation whose shares are not listed on the ASX Limited’s official list or a foreign company whose securities are not quoted for trading on a stock exchange or in a public securities market.

(b) In clause 14.4(c):

(i) Prescribed Rights means more than 50% of voting, income or capital participation rights in the Tenant; and

(ii) Transferor means any person who holds the Prescribed Rights:

(A) as at the Commencement Date;

(B) if this Lease has been transferred to the Tenant, immediately after the transfer takes effect; or

(C) if there has already been a dealing (other than a mortgage or charge) to which this clause 14.4 applies, immediately after the most recent dealing (other than a mortgage or charge) took effect.

(c) The Tenant is in default under this Lease if the Transferor transfers, mortgages, charges (other than by way of charge over all its assets and undertaking), grants any option or other rights over, disposes of or ceases to be beneficially entitled to the Prescribed Rights, unless the following are satisfied:

(i) notice: the Tenant gives the Landlord not less than two months’ prior notice of the intended dealing with the Prescribed Rights, details of the parties, documentation and other relevant circumstances;

(ii) Landlord’s requirements: the Transferor deals with the Prescribed Rights to a person (Transferee) who is a respectable, responsible and solvent person, capable of ensuring that the Tenant will comply with this Lease and who procures for the Landlord any securities reasonably required by the Landlord;

(iii) no breach: the Tenant is not in breach of this Lease, in circumstances where the Tenant has failed to remedy the breach within a reasonable time after receipt of notice in writing from the Landlord specifying the breach; and

(iv) costs: all reasonable costs incurred by the Landlord in relation to the intended dealing with the Prescribed Rights are paid by the Tenant (whether or not the intended dealing proceeds to completion).

(d) The Landlord must return all previous original securities provided to the Landlord by the Tenant under this Lease:

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(i) once the Landlord is satisfied (acting reasonably) that:

(A) the requirements of clause 14.4(c) have been satisfied; and

(B) all of the Tenant's Obligations, including payment to the Landlord of any damages arising from any breach of this Lease by the Tenant, have been satisfied; and

(ii) within a reasonable period after the Transferor has dealt with the Prescribed Rights in accordance with this clause 14.4.

(e) Despite the preceding provisions of this clause 14.4, the Tenant is not in breach of this clause if the dealing with the Prescribed Rights:

(i) is a transfer of the Prescribed Rights to a Permitted Person or a combination of Permitted Persons; or

(ii) is a change in the trustee, custodian or responsible entity of the Trust.

14.5 Tenant right to grant a mortgage

(a) Subject to clause 14.5(b) and clause 14.5(c), the Tenant may not grant a mortgage, charge or other Encumbrance over the Tenant’s interest in this Lease without the Landlord’s prior consent, which must not be unreasonably withheld or unreasonably delayed.

(b) The Landlord acknowledges that the Tenant may wish to obtain financial accommodation and grant a mortgage, charge or other Encumbrance over the Tenant’s interest in this Lease and that it may be a condition of that financing that the Landlord enters into a financier’s side deed with the financier. The Landlord agrees to be reasonable in negotiating the terms of the financier’s side deed if:

(i) the side deed requires the financier to comply with the provisions of this Lease about assignment of this Lease (as if the financier were the Tenant) if the financier exercises its power of sale over this Lease under any security; and

(ii) the terms of the side deed are consistent with prevailing market practice in Australia at the relevant time in respect of such financier’s side deeds in the context of similar transactions.

(c) The Landlord acknowledges and agrees that the Landlord’s consent under clause 14.5(a) will be taken as given under clause 14.5(a) in the following circumstances:

(i) for any financing arrangement which is in connection with the development or redevelopment of the Adjacent Land (including the Stratum Premises);

(ii) any financing arrangement which is in connection with the operation and use of the hotel; and

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(iii) any subsequent refinancing in connection with clauses 14.5(c)(i) or 14.5(c)(ii).

15 DAMAGE AND DESTRUCTION

15.1 Reinstatement after damage

(a) Subject to clause 15.1(b) and clause 15.3, if the Stratum Premises or any part of them are destroyed or damaged by fire or by any other risk, the Tenant must as expeditiously as possible restore the Stratum Premises to the standard reasonably required by the Landlord so that the road above the Stratum Premises may be capable of being used as a public road.

(b) Despite clause 15.1(a), the Tenant may (by giving notice to the Landlord to that effect, within 6 months after the date of the Stratum Premises or any part of them being destroyed or damaged) elect to terminate this Lease. If the Tenant elects to terminate this Lease in accordance with this clause 15.1(b), the Tenant must carry out the following works:

(i) clear the Stratum Premises of all fittings, fixtures, furnishings, plant, equipment, rubbish and debris such that the Stratum Premises is returned to the landlord as a safe and clear site; and

(ii) make the Stratum Premises safe and secure.

15.2 Abatement of Rent

The Tenant's Obligation to pay the Rent and other monies under this Lease are a continuing obligation during the Term and will not abate or be affected by any cause.

15.3 No liability for the Landlord to reinstate

The Landlord will have no liability to reinstate the Stratum Premises or access unless such damage or destruction or loss of access has been caused directly by the act or omission of the Landlord or the Landlord’s contractors, agents, employees and sub-contractors.

16 EXPIRY OR TERMINATION OF TERM

16.1 Tenant’s obligations on termination

(a) On or before the earlier of the Expiry Date and the date on which is 20 Business Days after this Lease is terminated, the Tenant must do the following, at its cost:

(i) satisfy the Make Good requirements (unless the Landlord directs otherwise);

(ii) remove all rubbish from the Stratum Premises;

(iii) promptly give vacant possession of the Stratum Premises in a condition consistent with the Tenant’s performance of its obligations under this Lease, including to maintain and repair the Stratum Premises (subject to fair wear and tear), unless otherwise agreed by the parties;

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(iv) remove any signs, advertisements, notices or hoardings erected or painted by it on the Stratum Premises;

(v) hand over any keys to the Stratum Premises, including any security devices; and

(vi) repair any damage caused to the Stratum Premises in the course of complying with this clause 16.1(a).

(b) Without affecting any of its other rights, if the Tenant fails to carry out any of the obligations set out in this clause 16.1 within the period specified:

(i) the Tenant must pay to the Landlord a fee equivalent to the Rent and other monies payable under this Lease as at the date on which the Tenant should have satisfied the obligation divided by 365 for each day from the date on which the Tenant should have satisfied the obligation until the obligation has been completed (by the Tenant or some other person) to the Landlord's reasonable satisfaction; and

(ii) the Landlord may at the Tenant’s cost (after providing reasonable notice to the Tenant of the outstanding requirements of this clause 16.1), do any of those things and the Tenant must reimburse the Landlord on demand for any reasonable costs and expenses incurred by the Landlord under this clause 16.1.

16.2 Storage of Tenant’s Property

(a) If the Tenant does not remove the Tenant's Property or remedy any damage under clause 16.1, the Landlord may do so at the Tenant's cost and may store the Tenant's Property at the Tenant's cost.

(b) If the Tenant does not remove any Tenant's Property from the Stratum Premises or from the place where it is stored in accordance with clause 16.1 then after seven (7) days of being asked to do so by the Landlord, that Tenant's Property becomes the property of the Landlord if the Landlord so elects. The Tenant must pay any costs incurred by the Landlord in disposing of the Tenant's Property.

16.3 Landlord's rights after Tenant vacates during Term

(a) If the Tenant vacates or abandons the Stratum Premises during the Term, the Landlord may:

(i) accept the keys to the Stratum Premises from the Tenant;

(ii) renovate, restore and clean the Stratum Premises;

(iii) change the locks and secure the Stratum Premises; or

(iv) allow prospective tenants to inspect the Stratum Premises.

(b) The Landlord may take any action in clause 16.3(a) without the Landlord's conduct constituting:

(i) a re-entry or termination of this Lease; or

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(ii) the acceptance of a surrender of this Lease.

(c) The Tenant's obligation to pay Rent, to comply with other financial obligations under this Lease and to comply with other obligations continues, even if the Tenant vacates or abandons the Stratum Premises, until the termination or expiry of this Lease.

17 DEFAULT

17.1 Essential Terms

The essential terms of this Lease include:

(a) the Tenants obligation to pay Rent and to provide security to the Landlord; and

(b) the Tenant’s obligations under clauses:

(i) 9.1 (“Permitted Use”);

(ii) 10.1(a) (“Repair and Maintenance”);

(iii) 10.3 (“Tenant’s Works”);

(iv) 13 (“Insurance”);

(v) 14.1 (“Transfer”); and

(vi) 14.4 (“Sale of Shares”).

17.2 Default Events

Each of the following is a default under this Lease:

(a) (non-payment of Rent) if the Tenant does not pay the Rent within 14 days of the due date for payment, whether or not demanded by the Landlord;

(b) (essential terms) if the Tenant does not comply with an essential term of this Lease;

(c) (other obligations) if the Tenant does not comply with an obligation under this Lease (which is not an essential term) and, in the Landlord's reasonable opinion:

(i) the non compliance can be remedied, but the Tenant does not remedy it to the Landlord's reasonable satisfaction within a reasonable time after the Landlord gives the Tenant notice to remedy it;

(ii) the non compliance cannot be remedied or compensated for; or

(iii) the non compliance cannot be remedied but the Landlord can be compensated and the Tenant does not pay the Landlord compensation which has reasonably been agreed between the parties (or failing to reach an agreement between the parties, determined in accordance with clause 21) for the breach within 10 Business Days after the Landlord gives the Tenant notice to pay it; or

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(d) (Insolvency Event) if an Insolvency Event occurs in respect of the Tenant,

(each being an Event of Default).

17.3 Consequences of Default

If there is an Event of Default, the Landlord may (in addition to any rights it otherwise may have at law):

(a) subject to clause 17.4, terminate this Lease by notice to the Tenant;

(b) re-enter and take possession of the Stratum Premises;

(c) remedy the breach at the Tenant's expense and enter and remain on the Stratum Premises for this purpose; and

(d) use any lease security held by the Landlord to recover any loss suffered by the Landlord because of the default,

provided that all of the following are satisfied:

(e) the Landlord has given the Tenant a notice specifying the relevant Event of Default and stating that the Landlord intends to exercise its right under this clause 17.3 if the Event of Default is not remedied within a reasonable time, having regard to the relevant Event of Default (Cure Period); and

(f) none of the following has occurred before the expiration of the Cure Period:

(i) the Tenant has remedied the relevant Event of Default to the reasonable satisfaction of the Landlord;

(ii) the Tenant has paid the Landlord a reasonable amount of compensation agreed with the Landlord in lieu of remedying the relevant Event of Default; or

(iii) the Landlord has agreed in writing to waive the relevant Event of Default.

17.4 Interrelationship with the Adjacent Parcels

(a) Despite clause 17.3(a), the Landlord cannot terminate this Lease while either or both of the leases for the Education Building or the Lands Building are in existence.

(b) If either or both of the leases in relation to the Education Building or the Lands Building are terminated, the Tenant has the right to automatically terminate this Lease at the same time.

17.5 Recovery of Loss

If the Landlord terminates this Lease by notice to the Tenant or re-enters and takes possession of the Stratum Premises, the Landlord may recover from the Tenant:

(a) all arrears of money payable by the Tenant up to the date of termination;

(b) interest owing on any money due but unpaid;

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(c) all reasonable costs (including the Landlord's administration and legal costs) incurred by the Landlord in rectifying any default and/or enforcing any rights or security pursuant to clause 17.3; and

(d) all costs incurred by the Landlord in connection with the requirement to Make Good.

17.6 No Restriction or Waiver

The rights and entitlements conferred on the Landlord by this clause 17 or their exercise:

(a) do not restrict or prevent the Landlord from from exercising any other right or remedy which the Landlord has or may acquire; and

(b) are not adversely affected by:

(i) granting the Tenant any concession, indulgence, forbearance or time to pay;

(ii) any compromise reached or attempted to be reached with the Tenant;

(iii) any acceptance of any monies by the Landlord whether paid by the Tenant or by any other person;

(iv) any postponement, non exercise or alteration of any right or remedy available to the Landlord;

(v) any alteration to this Lease agreed in writing by the Landlord; or

(vi) the Landlord re-taking possession of the whole or any part of the Stratum Premises by any means.

17.7 Continuance

This clause 17:

(a) continues after termination of this Lease;

(b) does not limit any other right the Landlord may have under this Lease following its termination; and

(c) does not permit the Landlord to recover again any amount which has been recovered from the Tenant whether as loss of bargain (in respect of a breach for an essential term), damage or otherwise.

18 HEAD LEASE AND OTHER SUPERIOR INTERESTS

18.1 Landlord's and Superior Interest Holder's Right to View

The Tenant must at all times during the Term permit the Landlord and any person having any estate or interest in the Stratum Premises superior to or concurrent with that of the Landlord to:

(a) exercise the Landlord's powers to enter and view the Stratum Premises;

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(b) carry out repairs, renovations, maintenance and other work authorised by the Lease or any head lease; and

(c) otherwise to exercise or perform their lawful rights and obligations in respect of the Stratum Premises.

18.2 Obligations to Benefit Landlord's Successors

(a) If anyone other than the Landlord becomes entitled to own the Public Road (either by operation of law or otherwise) the Tenant agrees that that person has the benefit of the Tenant's Obligations provided that:

(i) the Landlord, the Tenant and the new landlord enter into an agreement containing an agreement that the transferee will perform the Landlord’s agreements in this Lease; and

(ii) the Landlord, the Tenant and the new landlord enter into any other documents which are reasonably required by the Landlord (in light of prevailing market practice at the time of the proposed transfer),

provided that those documents do not adversely affect the Tenant’s business, interest in the Stratum Premises or use of the Stratum Premises for the Permitted Use.

(b) Each party must pay its own legal costs, charges and expenses in relation to clause 18.2(a).

18.3 Tenant Not to Prejudice Landlord's Interest

The Tenant must not do, permit or suffer anything to be done which may reasonably be expected to prejudice or give ground for the determination of the estate or interest of the Landlord in the Stratum Premises, provided that the Landlord, if possible, first notifies the Tenant of any potential breach of this clause 18.3.

18.4 Change of Landlord

If the Landlord deals with its interest in the Stratum Premises (including by transfer or the grant of a head or concurrent lease) so that another person becomes landlord, the Landlord is released from any obligation under this Lease arising after it ceases to be landlord (provided that the transferee agrees to be bound by the provisions of this Lease) but is not released from any breach existing at the date it ceases to be the landlord. If requested by the Landlord, the Tenant must, at the Landlord's expense, sign the documents which that other person reasonably requires to give it a direct contractual relationship with the Tenant.

19 COSTS AND EXPENSES

19.1 Preparation Costs

The Tenant must pay:

(a) its own; and

(b) the Landlord’s (up to a maximum of $10,000 plus GST),

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legal costs, charges and expenses in relation to the preparation, negotiation and completion of this Lease.

19.2 Default and Administration Costs

In connection with this Lease and any document or matter in connection with it, the Tenant must pay promptly:

(a) any registration fees;

(b) on demand the Landlord's costs, charges and expenses incurred in connection with obtaining any consents the Landlord must obtain before giving approvals, considering requests for approvals and exercising rights; and

(c) all costs, charges and expenses in connection with works the Tenant carries out including those incurred by the Landlord in considering, approving and supervising the works and those of modifying or varying the Stratum Premises because of the works, provided that:

(i) the Landlord has given the Tenant prior written notice of the relevant costs, charges and expenses, prior to incurring such costs, charges and expenses; and

(ii) the Tenant consents to such costs, charges and expenses (which consent must not be unreasonably withheld).

20 BANK GUARANTEE

20.1 To be delivered

(a) On or before the Commencement Date the Tenant must deliver the Bank Guarantee to the Landlord.

(b) If the Rent increases, the Tenant must give the Landlord any additional or replacement security required to ensure that the amount specified in Item 10 is guaranteed.

20.2 Appropriation

If the Tenant defaults under this Lease the Landlord may call on the Bank Guarantee without notice to the Tenant, and apply the proceeds towards remedying the default.

20.3 No Waiver

Any appropriation of the Bank Guarantee by the Landlord will not:

(a) constitute a waiver by the Landlord of such failure;

(b) prejudice any other remedy or right of the Landlord in respect of such failure; or

(c) without further action by the Landlord be deemed to terminate this Lease.

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20.4 Replacement

If the amount of the Bank Guarantee or any part of it is appropriated by the Landlord and the Lease remains on foot, the Tenant must within 10 Business Days of written demand by the Landlord provide to the Landlord an additional or substituted Bank Guarantee for such amounts as ensures that the amount secured is not reduced below the amount specified in Item 10.

20.5 Return

The Landlord will return the Bank Guarantee to the Tenant on the later of:

(a) the expiration or termination of this Lease; and

(b) satisfactory completion of all of the Tenant's Obligations, including payment to the Landlord of any damages arising from any breach of this Lease by the Tenant.

21 DISPUTES

(a) If a dispute arises between the parties about this Lease then the parties will endeavour to resolve the dispute by negotiation within ten Business Days.

(b) If the dispute between parties is not resolved by negotiation within that ten Business Days then both parties must refer the dispute to senior representatives for further negotiation for a period of ten Business Days.

22 NOTICES

22.1 How to give a notice

A notice, consent or other communication under this Lease is only effective if it is:

(a) in writing, signed by or on behalf of the person giving it or, in the case of the Landlord, signed by the managing agent, the lawyer of the Landlord or another person or officer the Landlord nominates from time to time;

(b) for notices to the Tenant, addressed to the Tenant;

(c) for notices to the Landlord, addressed to the managing agent; and

(d) served personally or forwarded by courier or registered post to the address in Item 2 (for the Landlord) or Item 3 (for the Tenant) or such other address as is notified by one party to the other from time to time.

22.2 When a notice is given

A notice, consent or other communication that complies with this clause is regarded as given and received:

(a) if it is delivered, if received:

(i) by 5.00 pm (local time in the place of receipt) on a Business Day - on that day; or

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(ii) after 5.00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day - on the next Business Day; and

(b) if it is sent by mail:

(i) within Australia – 3 Business Days after posting; or

(ii) to or from a place outside Australia – 7 Business Days after posting.

22.3 Address for notices

A person's address is that set out below that person's name in the relevant Item in the Reference Schedule in this Lease, or as the person notifies the sender.

23 MISCELLANEOUS

23.1 Writing Required

A right under this Lease may not be waived or varied except in writing and in a form appropriate for registration at the NSW Land Registry Services.

23.2 Approvals

Unless this lease requires the Landlord to act reasonably, or says otherwise, the Landlord may withhold or give conditionally or unconditionally its approval in its absolute discretion.

23.3 Counterparts

This Lease may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument.

23.4 Whole Agreement

This Lease is the entire agreement between the parties in respect of the subject matter.

23.5 Exclusion of legislation

(a) The covenants, powers and provisions implied in leases by sections 84, 84A, 85 and 86 of the Conveyancing Act 1919 (NSW) do not apply to this Lease.

(b) Without limiting clause 23.5(a), any legislation that adversely affects an obligation of the Tenant, or the exercise by the Landlord of a right or remedy, under or relating to this Lease is excluded to the full extent permitted by law.

23.6 General

(a) This Lease is governed by the laws of New South Wales.

(b) The parties submit to the non-exclusive jurisdiction of the courts of New South Wales in relation to all matters arising under, or relating to, this Lease.

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23.7 Trustee limitation of liability

(a) The Trustee enters into this Lease in its capacity as trustee of the Trust and in no other capacity.

(b) The parties acknowledge that the Trustee incurs the Trustee Liabilities solely in its capacity as trustee of the Trust and agree that (to the maximum extent permitted by law) the Trustee will cease to have any Trustee Liability if the Trustee ceases for any reason to be trustee of the Trust.

(c) A Trustee Liability may be enforced against the Trustee only to the extent to which:

(i) the Trustee is actually indemnified in respect of that Trustee Liability out of the property of the Trust; and

(ii) there is sufficient property held by the Trustee as trustee at the time, which is available to meet that indemnity (after all Trust assets have been allocated to meet the indemnity and any other valid claims).

(d) Subject to clause 23.7(e), no person will be entitled to:

(i) claim from or commence proceedings against the Trustee in respect of any Trustee Liability in any capacity other than as trustee of the Trust,

(ii) enforce or seek to enforce any judgment in respect of any Trustee Liability against any property of the Trustee other than property held by the Trustee as trustee of the Trust;

(iii) take any steps to procure or support the appointment of a liquidator, administrator or any other similar office holder to the Trustee on the basis of a Trustee Liability, or prove in any liquidation, administration or arrangement of or affecting the Trustee; or

(iv) in respect of a Trustee Liability, appoint or take any steps to procure or support the appointment of a receiver or receiver and manager to any property of the Trustee, other than property which is held by it in its capacity as trustee of the Trust.

(e) The restrictions in clauses 23.7(c) and 23.7(d) do not apply to any Trustee Liability to the extent to which there is, whether under the constitution or trust deed of the Trust or by operation of law, a reduction in the extent of the Trustee's indemnification, or in respect of which the Trustee is not entitled to be indemnified, out of the property of the Trust, as a result of the Trustee's fraud, negligence or breach of trust.

(f) Each other party to this Lease agrees that no act or omission of the Trustee (including any related failure to satisfy any Trustee Liabilities) will constitute fraud, negligence or breach of trust of the Trustee for the purposes of clause 23.7(e) to the extent to which the act or omission was caused or contributed to by any failure of that party to fulfil its obligations relating to the Trust or by any other act or omission of that party.

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(g) No attorney, agent or other person appointed in accordance with this Lease has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability, and no act or omission of such a person will be considered fraud, negligence or breach of trust of the Trustee for the purposes of clause 23.7(e).

(h) This limitation of the Trustee’s Liability applies despite any other provisions of this Lease and extends to all Trustee Liabilities of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Lease or its performance.

(i) The Trustee is not obliged to do or refrain from doing anything under this Lease (including incur any liability) unless the Trustee's liability is limited in the same manner as set out in paragraphs 23.7(a) to 23.7(h).

(j) In this clause 23.7, "Trustee Liability" means any liability or obligation (of any kind including, without limitation, for negligence, in tort, in equity, or under statute) of the Trustee which arises in any way under or in connection with this Lease or its performance, or any representation, warranty, conduct, omission, agreement or transaction made under or in connection with this Lease or its performance.

(k) The provisions of this clause 23.7:

(i) are paramount and apply regardless of any other provision of this Lease or any other instrument, even a provision which seeks to apply regardless of any other provision;

(ii) survive and endure beyond any termination of this Lease for any reason; and

(iii) are not severable from this Lease.

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SCHEDULE 1 REFERENCE SCHEDULE

Item

Name Description

Item 1

Stratum Premises

The stratum beneath the Public Road [#described as ##] in the Plan and includes all improvements and Tenant's Property in the Stratum Premises from time to time. [#That part of the Public Road known as Lot [#] in DP [#].] [Drafting Note: Delete this sentence of the Stratum Premises is not referable to a Lot and DP.]

Item 2 Landlord Name: The Council of the City of Sydney ABN: 22 636 550 790 Address: Town Hall House, 456 Kent Street, Sydney NSW 2000 Attention: Director, City Projects and Property Phone: 9265 9333

Item 3 Tenant Name: Perpetual Corporate Trust Limited as trustee of the PLG Sandstone Trust ABN: 99 000 341 533 Address: Pontiac Land Group, One Temasek Avenue, 41st Floor, Millenia Tower, Singapore 039192 Attention: Leland Kwee Phone: +65 6332-8888 AND Address: Level 18, Angel Place, 123 Pitt Street, Sydney NSW 2000 Attention: Head of Wholesale Trustee

Item 4 Public Road The Public Road known as Loftus Street in the City of Sydney local government area, as shown on the Plan.

Item 5 Adjoining Land The land comprised in:

- certificate of title folio identifier 1877/877000, known as 23-33 Bridge Street, Sydney; and

- certificate of title folio identifier 56/729620, known as 35-39 Bridge Street, Sydney.

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Item

Name Description

Item 6(a) Term 99 years

Item 6(b) Commencement Date

[#insert]

Item 6(c) Expiry Date [#insert]

Item 7 Rent $1, which is acknowledged as paid.

Item 8 Rent Review Date/ Method of Review

Not applicable.

Item 9 Permitted Use A service corridor to be accessed 24 hours a day, 7 days a week, in connection with the operation and use of a luxury boutique hotel on the Adjoining Land:

- by hotel employees and contractors for the purpose of servicing the Adjoining Land with no retail or commercial floor space;

- by registered guests of the hotel; - by any person if required in the event of an

emergency; and - by security staff if required to ensure the security

of the Education Building and Lands Building. Item 10 Bank Guarantee $108,000

Item 11

Permitted Person

Pontiac Land Private Limited

Pontiac Investments Private Limited

Millenia Private Limited

Colonnade Properties Private Limited

Philean Capital Ltd

Patina Properties Ltd

Millenia Capital Ltd

Beldon Private Limited

Tanah Abang Investment Pte. Ltd

Scribner International Limited

Studio PIKNIK Pte. Ltd

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Item

Name Description

Sama Investments Private Limited

RCMS Properties Private Limited

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SCHEDULE 2 PLAN

[Note: To be inserted.]

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EXECUTED as a deed.

[Note: Insert appropriate execution blocks.]

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ANNEXURE E

Tunnel Consent

Consent and Conditions of Consent Part 9, Division 3 of the Act Loftus Street Pontiac Land (Australia) Pty. Ltd. ABN 30 611 224 269

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Consent and Conditions of Consent under Part 9, Division 3 of the Roads Act 1993

The Council of the City of Sydney (City) grants consent under Part 9, Division 3 of the Act to the person or entity named in Item 2 (Operator) on the conditions set out in this document.

Background

A. On 10 November 2016, the State Significant Development Application was lodged with the Department of Planning and Environment.

B. In order to comply with the State Significant Development Consent, it is anticipated that the Operator will have to:

i. manage vehicular and pedestrian access to the Road as required by the Traffic Management Plan;

ii. carry out work on, under and over the Road;

iii. disturb the surface of the Road; and

iv. reinstate the Road.

C. In order for the Operator to undertake the Development, this Consent is required from the roads authority under sections 138 and 139 of the Act.

D. The City is the roads authority in relation to the Road in accordance with the provisions of the Act.

E. In accordance with its authority the City grants consent under Part 9, Division 3 of the Act to the Operator to use the Premises for the Permitted Use on the conditions set out in this Consent.

Operative part

1. Definitions and interpretation

1.1 Definitions

In this Consent:

Act means the Roads Act 1993 (NSW).

Approval means any certificate, licence, consent, permit, approval or other requirement of any Authority having jurisdiction in connection with the activities contemplated by this Consent.

Agreement for Lease means the Agreement for Lease, Sandstone Buildings between Property NSW (ABN 91 840 597 406), Tristar Investment Private Limited (LLEN 196500101K) and Pontiac Investments Private Limited (LLEN 197600945K).

Authority means any government, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

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Bank Guarantee means a bank guarantee for the amount specified in Item 7 of the Schedule that is:

(a) issued by an Australian bank;

(b) in favour of the City;

(c) unconditional and does not have an expiry date; and

(d) otherwise on terms reasonably satisfactory to the City.

Business Day means a day on which banks are open for general banking business in New South Wales, but does not include Saturdays, Sundays or public holidays.

City’s Personnel means the City’s officers, employees, agents, contractors or subcontractors.

Commencing Date means the date in Item 5(a) of the Schedule.

Confidential Information has the meaning given to it in the Planning Agreement.

Consent means this document and all attachments and annexures to this document.

Consent Fee means the amount in item 6 of the Schedule.

Costs includes costs, charges and expenses, including those incurred in connection with advisers and any legal costs on a full indemnity basis.

Development means the development of the State Significant Development Consent Land by the developer as described in the State Significant Development Application.

Emergency means an emergency due to an actual or potential occurrence (such as fire, flood, storm, earthquake, explosion, accidence, epidemic or war like action) which endangers or threatens to endanger the safety or health of persons, or destroys or damages property (actual or potential).

Environmental Initiatives means activities, programs or works (including the installation and operation of plant and equipment) which are aimed at environmental awareness or at reducing damage to the environment. Examples of such activities, programs and works include Earth Hour, the introduction of recycling programs for waste and the installation of energy efficient lighting. Erosion and Sediment Control Plan means the plan prepared by the Operator in accordance with condition 5.2.

Farrer Place Consent means the document titled “Consent and Conditions of Consent”, between the Operator and the City, dated on or around the date of this Consent, in relation to development application D/2016/1641 associated with Farrer Place, Young Street and Bent Street.

GST means the same as in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Hotel Operator means the person appointed by the Permitted Person to operate the hotel in the Sandstone Buildings.

Insolvency Event has the meaning given to it in the Planning Agreement.

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Item refers to an “Item” in the Schedule.

Landowner means Property NSW ABN 91 840 597 406.

Monetary Contribution has the same meaning as in the Planning Agreement.

Operator’s Personnel means the Operator’s officers, employees, agents, contractors or subcontractors.

Operator's Property means all plant, equipment, fixtures, fittings, furnishings and other property on or installed in the Premises, by or on behalf of the Operator, owned or leased by the Operator in the Premises and includes any alterations to the Premises made by or on behalf of the Operator.

Person Conducting a Business or Undertaking has the same meaning as in the WH & S Act.

Permitted Person means the person or entity named as the lessees in the lease with the Landowner for the Sandstone Building.

Permitted Use means the permitted use in Item 4 of the Schedule.

Plan mean the plan of the Premises annexed to this Consent as Annexure A.

Planning Agreement means the Planning Agreement between the City, the Operator and Property NSW (ABN 91 840 597 406) dated on or around the date of this Consent.

Premises is defined in Item 3 of the Schedule.

Road means the road/s as identified on the Plan.

Sandstone Buildings means the whole of the buildings at 23-33 Bridge Street and 35-39 Bridge Street, Sydney.

Sandstone Lessee means the lessee of the Sandstone Buildings.

Schedule means that part of this Consent titled “Schedule”.

Services means any services provided to the Premises by an Authority or the City (for example communication, drainage, power, fire and emergency services, garbage removal, gas, heating, sewerage, telephone, trade waste and water) and the pipes, wires, ducting and other means of providing those services to the Premises).

State Significant Development Application means the development application SSD 16_7484 and includes all plans, reports models, photomontages, material boards (as amended or supplemented) submitted to the consent authority before the determination of that application.

State Significant Development Consent means the consent granted to the State Significant Development Application for the Development and includes all modifications made under section 96 of the Environmental Planning and Assessment Act 1979 (NSW).

State Significant Development Consent Land means the land comprising:

(a) Lot 1877 DP 877000, known as 23-33 Bridge Street, Sydney;

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(b) Lot 56 DP 729620, known as 35-39 Bridge Street, Sydney;

(c) the public reserve comprised in lot 7020 in deposited plan 93666; and

(d) the parts of the public roads described as Farrer Place, Loftus Street, Young Street and Bent Street shown on deposited plan 7020.

State Significant Development Consent Works means the works the subject of the State Significant Development Consent.

Term means the term which commences on the Commencing Date and ends on the Terminating Date, unless otherwise revoked in accordance with the provisions of this Consent.

Terminating Date means the date in Item 5(b) of the Schedule.

Traffic Management Plan means the Traffic Management Plan required to be prepared and approved in accordance with the State Significant Development Consent.

Tunnel Lease means the lease of the substratum tunnel under Loftus Street, granted by the City in accordance with condition 9 of the Planning Agreement.

Waste Management Plan means a plan prepared by the Operator in accordance with condition 5.1.

WH & S Act means the Work Health and Safety Act 2011 (NSW).

1.2 Interpretation

In this Consent:

(a) “include” (in any form) when introducing a list of items does not limit the meaning of the words to which the list relates to those items or items of a similar kind;

(b) "month" means calendar month;

(c) references to the City and Operator include their executors, administrators, trustees, successors and permitted assigns, permitted nominees, employees, customers, contractors and invitees;

(d) references to any statute, ordinance or other law include all regulations and other instruments under it and all consolidations, amendments, re-enactments or replacements of it;

(e) references to a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(f) if more than one person or company is named as Operator, they are jointly and severally liable;

(g) if a notice is required it must be in writing and served on a Business Day; and

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(h) this Consent is not to be interpreted against the interests of a party merely because that party proposed this Consent or some provision in it or because that party relies on a provision of this Consent to protect itself.

1.3 Consent subject to the provisions of the Act

The Operator acknowledges that this Consent is subject to the provisions of the Act, including Division 3 of the Act.

1.4 Consent subject to the provisions of the Environmental Planning and Assessment Act 1979 (NSW)

The Operator must ensure that on and from the date of the grant of the State Significant Development Consent, until the completion of the State Significant Development Consent Works, all necessary development consents for the Development are in place and operative, including but not limited to the State Significant Development Consent, and that the relevant provisions of the Environmental Planning and Assessment Act 1979 (NSW) are complied with.

1.5 State Significant Development Consent

On and from the date of the grant of the State Significant Development Consent until the completion of the State Significant Development Consent Works, the Operator must at all times comply with the terms of the State Significant Development Consent and acknowledges that a breach of the terms of the State Significant Development Consent will be a breach of this Consent.

2. Grant of Consent

2.1 Grant

The City grants to the Operator approval under sections 138 and 139 of the Act to access, use and occupy the Premises for the Permitted Use.

2.2 Term

The City grants the approval under condition 2.1 for the Term.

2.3 Operator’s Personnel

The City acknowledges and agrees that the rights granted to the Operator under this Consent may be exercised on behalf of the Operator by the Operator’s Personnel or one or more of the Operator’s third party contractors.

3. Payment of Consent Fee and other payments

3.1 Payment of Consent Fee

(a) Subject to condition 3.1(b), the Operator must pay the Consent Fee during the Term.

(b) The parties acknowledge and agree that:

(1) the Operator’s obligation to pay the Consent Fee has been satisfied and accounted for under the terms and conditions of the Planning Agreement; and

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(2) condition 3.1(b)(1) prevails if there is any inconsistency between it and the other provisions of this Consent.

3.2 Other Payments

The Operator must pay all charges for Services which arise due to the Operator’s use of the Premises, including all rates and taxes which are charged by an Authority on the Premises due to the Operator’s use of the Premises.

4. Use and care of the Premises

4.1 Use for specified purpose only

The Operator must:

(a) use the Premises only for the Permitted Use; and

(b) not allow the Premises to be vacated, abandoned, or used for any other purpose, unless permitted under this Consent or the State Significant Development Consent.

4.2 Operator to obtain consents

Subject to condition 4.11, the Operator must:

(a) obtain and comply with all laws in connection with the Operator’s use of the Premises for the Permitted Use;

(b) obtain the written consent of the City (which must not be unreasonably withheld or delayed) to the design, fit out and standard of finish and presentation of the Premises, which must not be changed from the condition and standard at the date of this Consent, without the City's prior written consent;

(c) obtain all relevant permits and consents in respect of hoardings;

(d) obtain any other relevant permits or consents in connection with the Operator’s use of the Premises for the Permitted Use (if applicable);

(e) ensure that any scaffolding or hoarding is erected, and dismantled in accordance with:

(1) all relevant Australian standards;

(2) the SafeWork NSW policies for erecting, altering and dismantling hoardings and scaffolding; and

(3) any policy adopted by the City in respect of hoardings and/or scaffolding, provided that the City gives the Operator at least three months prior notice;

(f) provide a safety certificate to the City (if required) for any hoarding signed off by a structural engineer;

(g) ensure that scaffolding is certified as correctly erected and fit its purpose by a duly qualified structural engineer of not less than five (5) years’ experience at the Operator’s cost. A copy of that certification must be submitted to the City;

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(h) provide a construction management plan (if required) to the City; and

(i) if applicable, comply at its own cost with the Building Code of Australia in its fit out, use and occupation of the Premises.

4.3 City to assist Owner

The City must use all reasonable endeavours to enable the Operator to satisfy its obligations under this Consent.

4.4 Non-exclusive use

The Operator acknowledges and agrees:

(a) this Consent does not provide the Operator with exclusive use of Premises or the Road;

(b) the Traffic Management Plan contemplates shared access of the Premises (including but not limited to the shared use detailed in this Consent); and

(c) it must comply with any reasonable direction of the City made for the purpose of ensuring any other party may access the Premises and the Road.

subject to the terms of the State Significant Development Consent.

4.5 Structural Engineer’s Report

The Operator must provide to the City a structural engineer’s report certifying that that Road is structurally sound and fit for purpose as soon as it is available and no later than 5 days after the grant of the Tunnel Lease.

4.6 Operator to keep clean

The Operator must during the Term use reasonable endeavours to keep the Road and the Premises clean, tidy and well illuminated.

4.7 Work Health and Safety

The Operator:

(a) acknowledges that it is a Person Conducting a Business or Undertaking at the Premises; and

(b) must comply with any obligations it has as a Person Conducting a Business or Undertaking under the WH & S Act.

4.8 Trade sign

(a) The Operator, with the prior written consent of the City (such consent cannot be unreasonably withheld), may erect a sign on the Premises advertising its trade name, provided that the City may prescribe the size and style of the sign and the method of its affixation.

(b) The Operator must pay all costs associated with the sign referred to in condition 4.8(a), including the cost of making good the area where the sign is affixed to the Premises on its removal (subject to fair wear and tear).

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4.9 No dangerous conduct

The Operator must not:

(a) manufacture any dangerous substances on the Premises;

(b) bring any dangerous substances onto the Premises, unless the Operator has obtained the City’s approval of an appropriate safety protocol for dealing with those dangerous substances;

(c) breach any fire safety regulations; or

(d) do anything which would reasonably be expected to void the City's insurance or cause the City's premiums to be increased.

4.10 Fully maintain

Subject to condition 4.11, the Operator must use its reasonable endeavours to:

(a) maintain, repair and keep the Premises, including the City's and Operator's Property, in good and substantial repair, working order and condition; and

(b) at its own cost maintain and repair the Operator’s Property,

excluding fair wear and tear, and unless the damage is due to the negligence or breach of the City or the City’s Personnel.

4.11 Exceptions

The Operator's obligations under conditions 4.2 and 4.10 do not extend to:

(a) structural repairs to the Premises, unless the need for the repair is due to the State Significant Development Consent Works or the Operator's negligence or breach of this Consent;

(b) damage caused by act of God, explosion, riot or other similar event (unless the City's insurer avoids indemnity because of the Operator's act or omission); and

(c) reasonable wear and tear.

4.12 Comply with notices

The Operator must comply with any valid notice served on it by the City for the repair of the Premises within a reasonable period of receiving the City’s notice and in default authorises the City to carry out the work and to recover the cost from the Operator.

4.13 Operator's conduct

The Operator must:

(a) use its reasonable endeavours to keep the Premises free of dirt, rubbish, pests and vermin; and

(b) only use designated areas for depositing rubbish and trade waste; and

(c) use its reasonable endeavours to ensure a minimal level of nuisance or annoyance at the Premises.

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4.14 Comply with authorities

The Operator must comply with the requirements of all Authorities in connection with the Operator’s use and occupation of the Premises for the Permitted Use, provided that nothing in this Consent imposes any obligation on the Operator to perform any work of a structural nature unless required from or as a result of the State Significant Development Consent Works.

4.15 No warranty as to use

The City gives no warranty as to the use to which the Premises may be put.

4.16 Essential services certification

If the City is prevented from or delayed in complying with any essential fire or other safety obligations under the Environmental Planning and Assessment Act 1979 (NSW) due to any act, neglect, default or use of the Premises by the Operator, the City must as soon as possible notify the Operator and may require the Operator, at the Operator’s cost, to do those things necessary to enable the City to comply with that Act.

4.17 Works in relation to services - entry by City and Authority

(a) Subject to condition 4.17(b), the Operator must permit the City and any relevant Authority to enter upon the Premises with all necessary materials and equipment at all reasonable times and on reasonable notice (but at any time without notice in the case of an Emergency) during the Term to:

(1) inspect the state of repair and condition of any services or utilities located with or passing through, under or above the Premises;

(2) carry out works (including repairs, additions, replacements or renovation) to any services or utilities located within or passing through, under or above the Premises; and

(3) rectify any damage to the Road.

(b) The City, and any relevant Authority must:

(1) provide written notice to the Operator which:

(A) specifies the parts of the Premises to which access is required;

(B) specifies the proposed date and time of access;

(C) specifies the proposed duration of access (which must be reasonable having regard to the continued use and occupation of the Premises and the adjoining buildings); and

(D) be given at least 5 Business Days before the proposed time of access,

except in the case of an Emergency, in which case this condition 4.17(b)(1) must be satisfied as soon as practicable after the City becomes aware of the Emergency;

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(2) not put the Operator in breach of any of its obligations under this Consent;

(3) must comply with the Operator’s reasonable requirements relating to:

(A) safety;

(B) security; and

(C) workplace health and safety;

(4) must not unreasonably disrupt or interfere with the use or occupation of, or access to, the Premises by the Operator and those claiming through or under it;

(5) must use reasonable endeavours to cause as little disturbance to the Operator and persons claiming through or under it as is reasonably practicable in the circumstances; and

(6) have such access only in the company of a representative of the Operator.

4.18 No claim

Subject to the Operator’s rights under this Consent, the Operator must not make any claim for compensation or abatement in relation to the entry onto the Premises or the carrying out of works by the City, except to the extent that any loss, damage or delay to the Development, the Premises, the Road is caused or contributed to by the City the City’s Personnel.

5. Waste management, erosion and sediment control, risk management, and traffic management plans

5.1 Waste Management Plan

Subject to condition 5.4, the Operator must provide a Waste Management Plan for the City’s approval prior to the occupation of the Premises. The Waste Management Plan must outline the safe removal of waste from the Premises.

5.2 Erosion and Sediment Control Plan

Subject to condition 5.4, the Operator must provide an Erosion and Sediment Control Plan for the City’s approval prior to the occupation of the Premises. The Erosion and Sediment Control Plan must comply with the provisions outlined in the State Significant Development Consent.

5.3 Traffic Management Plan

(a) Subject to condition 5.4, the Operator must provide a Traffic Management Plan (which includes a road closure plan) for the City’s approval prior to occupation of the Premises.

(b) The Operator must:

(1) comply with the Traffic Management Plan as amended by the City;

(2) ensure that the Traffic Management Plan is kept up to date and renewed when required by the City;

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(3) comply with directions from the police and any reasonable direction from City rangers or compliance officers;

(4) maintain and provide traffic controls and barricades as directed by the City; and

(5) bear all costs associated with signposting for any kerbside parking restrictions and traffic management measures,

at all times. 5.4 City’s review

The City acknowledges and agrees that in exercising its approval rights under this condition 5, the City must;

(a) act reasonably and without delay; and

(b) respond within 10 Business Days of receiving the documents contemplated under this condition 5.

6. Operator's insurance and indemnities

6.1 Required policies

The Operator must maintain policies of insurance for:

(a) public risk covering injury to person or property on the Premises for an amount of not less than the amount set out in Item 8 of the Schedule arising out of any one single accident or event;

(b) damage to and loss of the Operator's Property on the Premises or comprising part of the Premises; and

(c) workers compensation,

and if requested by the City, produce for the City’s inspection the certificates of currency for these polices within two Business Days of any such request.

6.2 Requirements

All insurance policies must be held with an insurer licensed by the Australian Prudential Regulation Authority or holding an investment grade rating from Standard & Poors, Moody’s or Fitch.

6.3 Indemnity – Operator

The Operator indemnifies the City against all damage, expense, loss or liability of any nature to the extent suffered or incurred by the City arising from any act or omission by the Operator (or any of the Operator’s Personnel) in connection with the performance of the Operators obligations under this Consent, except where the damage, expense, loss or liability suffered or incurred is caused by, or contributed to

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by, any wilful or negligent act or omission of the City (or any person engaged by the City).

7. GST

7.1 GST free supply

To the extent that Divisions 81 and 82 of the GST Act apply to a supply made under this Consent:

(a) no additional amount will be payable by a party on account of GST; and

(b) no tax invoices will be exchanged between the parties.

7.2 Supply subject to GST

To the extent that condition 7.1 does not apply to a supply made under this Consent, this condition 7.2 will apply.

(a) If one party (Supplying Party) makes a taxable supply and the consideration for that supply does not expressly include GST, the party that is liable to provide the consideration (Receiving Party) must also pay an amount (GST Amount) equal to the GST payable in respect of that supply.

(b) Subject to first receiving a tax invoice or adjustment note as appropriate, the receiving party must pay the GST amount when it is liable to provide the consideration.

(c) If one party must indemnify or reimburse another party (Payee) for any loss or expense incurred by the Payee, the required payment does not include any amount which the Payee (or an entity that is in the same GST group as the Payee) is entitled to claim as an input tax credit, but will be increased under condition 7.2(a) if the payment is consideration for a taxable supply.

(d) If an adjustment event arises in respect of a taxable supply made by a Supplying Party, the GST Amount payable by the Receiving Party under condition 7.2(a) will be recalculated to reflect the adjustment event and a payment will be made by the Receiving Party to the Supplying Party, or by the Supplying Party to the Receiving Party, as the case requires.

(e) The Operator will assume the City is not entitled to any input tax credit when calculating any amounts payable under this condition 7.2.

(f) In this Consent:

(1) consideration includes non-monetary consideration, in respect of which the parties must agree on a market value, acting reasonably; and

(2) in addition to the meaning given in the GST Act, the term "GST" includes a notional liability for GST.

8. Environmental Initiatives

The City may, at any time, implement any Environmental Initiatives for the Premises. If access to the Premises is required to implement the Environmental Initiatives, the City may, upon complying with the requirements under condition 4.17(b), enter the Premises and implement the Environmental Initiatives only if such activities do not

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materially disrupt the Operator’s use of the Premises or cause any cost or delay to the Operator.

9. Role as a governmental agency

Nothing in this Consent in any way restricts or otherwise affects the unfettered discretion of the City in the exercise of its statutory powers as a governmental agency.

10. Damage to Premises

10.1 Partial destruction of Premises

(a) Subject to condition 10.1(b), if, during the Term, the Premises is partially destroyed or damaged, the Operator must:

(1) use reasonable endeavours to obtain all necessary approvals, consents, licences and permits from all Authorities required to repair and make good the damage;

(2) use reasonable endeavours to repair, replace and make good the whole of the destroyed or damaged portion of the Premises as nearly as possible to the condition immediately prior to such destruction or damage, having regard to currently available materials, labour and skills and the amount of insurance proceeds available for the repair, replacement and make good; and

(3) consult with the City in respect to the repair, replacement and make good of the destroyed or damaged portion of the Premises.

(b) If during the Term the Premises is partially destroyed or damaged, the Operator may (within 6 months of the partial damage or destruction to the Premises) request that the City revoke this Consent by providing a written notice to the City and the City must not unreasonably withhold its consent to any such request.

(c) If the City consents to the Operator’s request for the City to revoke this Consent pursuant to condition 10.1(b), the Operator must carry out the following works:

(1) clear the Premises of all of the Operator’s Property such that the Premises; and

(2) make the Premises safe and secure,

and in such event no party will have any liabilities against the other except in regard to any antecedent breach.

10.2 Total destruction of Premises

If, during the Term, the Premises are totally destroyed, or partially destroyed or damaged so extensively such that the City considers, acting reasonably, that repairing the damage or destruction is impracticable or undesirable, then the following provisions apply: (a) the Operator may reinstate or replace the Premises substantially in

accordance with the condition immediately prior to such damage or destruction having regard to currently available materials, labour and skill within a reasonable timeframe, provided that the Operator obtains all

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necessary approvals, consents, licences and permits from all relevant Authorities to rebuild the Premises;

(b) the Operator may (within 6 months of the partial damage or destruction to the Premises) request that the City revoke this Consent by providing a written notice to the City and the City must not unreasonably withhold its consent to any such request; and

(c) if the City consents to the Operator’s request for the City to revoke this Consent pursuant to condition 10.2(b), the Operator must carry out the following works:

(1) clear the Premises of all of the Operator’s Property such that the Premises; and

(2) make the Premises safe and secure,

and in such event no party will have any liabilities against the other except in regard to any antecedent breach.

11. Revocation and make good

11.1 Revocation under section 140 of the Act

(a) In accordance with section 140 of the Act the City may revoke this Consent at any time and for any reason, by notice in writing served on the Operator.

(b) The City agrees to provide the Operator with one month’s prior notice before issuing a revocation under section 140 of the Act.

11.2 Operator’s request to revoke this Consent

(a) The Operator may request that the City revoke this Consent by notice in writing to the City if:

(1) the State Significant Development Consent lapses or is surrendered by the Operator;

(2) the Agreement for Lease is terminated or surrendered; or

(3) the provisions of condition 10.1 or 10.2 apply.

(b) The City must not unreasonably withhold its consent to any request made under condition 11.2(a).

11.3 Consequences of revocation

If this Consent is revoked then: (a) conditions 11.4, 11.5 and 11.6 apply;

(b) the rights of each party that arose before the revocation which may arise at any future time for any breach or non-observance of obligations occurring prior to the revocation are not affected;

(c) the Operator must take all steps reasonably necessary to minimise any loss the each party may suffer as a result of the revocation of this Consent; and

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(d) the City will return the Bank Guarantee to the Operator within 5 business days of revocation of the Consent after first deducting any amounts owing to the City or costs incurred by the City by operation of this Consent. If in exercising its rights under this Consent the City expends more money than secured by the Bank Guarantee then the amount in excess of the Bank Guarantee will be deemed to be a debt due and owing to the City by the Operator.

11.4 Make good

Before the last day of the Term or the earlier revocation of this Consent, the Operator must at its own cost:

(a) remove the Operator's Property from the Premises; and

(b) make good the Premises to their condition at the commencement of this Consent (as evidenced by a condition report), subject to:

(1) fair wear and tear;

(2) damage caused by fire, flood, lightning, storm, tempest, earthquake, explosion, riot, civil commotion, act of God or other similar event;

(3) damage caused by third parties not acting at the request of the Operator or under the control or direction of the Operator; and

(4) the Operator’s rights and obligations to undertake the State Significant Development Consent Works (including in relation to the construction of the substratum tunnel).

11.5 Remove security equipment

The Operator must remove all fencing, gates and other security equipment by the last day of the Term.

11.6 Disposal of Operator's property

If, following the expiry of this Consent, any of the Operator's Property is left at the Premises the City must give notice to the Operator to remove any such items. If the Operator does not remove these items within 48 hours of that notice, the City may deal with those items as it thinks fit as if it was the City's own property, without being liable to the Operator in tort. The Operator indemnifies the City against all costs incurred and damages sustained by the City due to its reasonable actions under this condition 11.6.

12. Default

12.1 Events of default

The City is entitled to take the action referred to in condition 12.2 if:

(a) the Operator:

(1) materially breaches any obligation under this Consent and the material breach, if capable of remedy, is not remedied within 5 Business Days of notice by the City to the Operator of that material breach;

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(2) repudiates its obligations under this Consent; or

(3) commits a an Insolvency Event occurs and the breach or failure, if capable of remedy, is not remedied within 5 Business Days of notice by the City to the Operator of that breach or failure,

(each an Event of Default);

(b) the City has given the Operator a further notice specifying the relevant Event of Default and stating that the City intends to exercise its rights under this condition 12.1 if the Event of Default is not remedied within 10 Business Days of the City’s notice; and

(c) none of the following has occurred before the expiration of the 10 Business Days under condition 12.1(b):

(1) the Event of Default has been remedied to the reasonable satisfaction of the City; or

(2) the City has agreed in writing to waive the Event of Default.

12.2 Consequences of default

If condition 12.1 applies the City may:

(a) revoke this Consent by re-entry, by notice or by any other action available to it;

(b) take any action it considers necessary or desirable in order to give effect to its rights under this Consent;

(c) recover from the Operator an amount equal to the damages or loss it sustains; and

(d) apply the Bank Guarantee in reduction of its loss or damage.

12.3 Costs on default

The Operator must pay on demand all costs incurred by the City due to an Event of Default by the Operator or in enforcing its rights under this condition 12 including legal costs on a solicitor and own client basis.

12.4 Not used

12.5 No waiver

Acceptance by the City of arrears of the Consent Fee or other money or of any breach of this Consent by the Operator does not constitute a waiver of the City's rights.

12.6 Interest on overdue payments

If the Operator fails to pay any money by the due date for payment the Operator must pay interest calculated on a daily basis from the due date until the date of payment at the rate of interest which is 2% more than Westpac Banking Corporation's rate on overdraft accounts in excess of $100,000 from time to time. The City may capitalise interest on monthly rests.

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13. Bank Guarantee

13.1 Provision of Bank Guarantee

(a) As security for the performance of its obligations under this Consent the Operator must give to the City the Bank Guarantee.

(b) If the Operator fails to observe the conditions of this Consent, the City may without notice to the Operator call on the Bank Guarantee in respect of:

(1) any amount outstanding; and

(2) any costs or expenses incurred by the City in remedying any breach.

13.2 Top up

If all or any of the Bank Guarantee is appropriated by the City pursuant to condition 15.2 the Operator must, within fourteen days of receipt of written notice from the City, provide a top up of the bank Guarantee to the amount required under this Consent.

13.3 Breach

A failure to comply with this requirement will be a breach of this Consent by the Operator and the provisions of condition 12 will apply.

14. Confidentiality

14.1 Use and disclosure of Confidential Information

A party (receiving party) which acquires Confidential Information of another party (disclosing party) must not:

(a) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Consent; or

(b) disclose any of the Confidential Information except in accordance with conditions 14.2 or 14.3.

14.2 Disclosures to personnel and advisers

(a) The receiving party may disclose Confidential Information to an officer, employee, agent, contractor, or legal, financial or other professional adviser if:

(1) the disclosure is necessary to enable the receiving party to perform its obligations in the context of providing financial or professional advice, or to exercise its rights under this Consent; and

(2) prior to disclosure, the receiving party informs the person of the receiving party's obligations in relation to the Confidential Information under this Consent and obtains an undertaking from the person to comply with those obligations.

(b) The receiving party:

(1) must ensure that any person to whom Confidential Information is disclosed under condition 14.2(a) keeps the Confidential

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Information confidential and does not use it for any purpose other than as permitted under condition 14.2(a); and

(2) is liable for the actions of any officer, employee, agent, contractor or legal, financial or other professional adviser that causes a breach of the obligations set out in condition 14.2(b)(1).

14.3 Disclosures required by law

(a) Subject to condition 14.3(b), the receiving party may disclose Confidential Information that the receiving party is required to disclose:

(1) by law or by order of any court or tribunal of competent jurisdiction; or

(2) by any Authority, stock exchange or other regulatory body.

(b) If the receiving party is required to make a disclosure under condition 14.3(a), the receiving party must:

(1) to the extent possible, notify the disclosing party immediately it anticipates that it may be required to disclose any of the Confidential Information;

(2) consult with and follow any reasonable directions from the disclosing party to minimise disclosure; and

(3) if disclosure cannot be avoided:

(A) only disclose Confidential Information to the extent necessary to comply; and

(B) use reasonable efforts to ensure that any Confidential Information disclosed is kept confidential.

15. Operation of indemnities

(a) Each indemnity in this Consent survives the expiry or termination of this Consent.

(b) A party may recover a payment under an indemnity in this Consent before it makes the payment in respect of which the indemnity is given.

16. Dispute Resolution

Any dispute under this Consent will be determined in accordance with the procedure in condition 14 of the Planning Agreement.

17. Miscellaneous

17.1 Notice

Any notices served under this Consent from one party to the other must be:

(a) left at the address set out or referred to in the details for the relevant recipient in the Schedule; or

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(b) sent by prepaid registered post to the address set out in the Schedule for the relevant recipient.

However, if the intended recipient has notified a changed address then notices must be to that address.

17.2 Governing law

(a) This Consent is governed by the laws of New South Wales.

(b) Each party submits to the exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, and any court that may hear appeals from any of those courts, for any proceedings in connection with this Consent, and waives any right it might have to claim that those courts are an inconvenient forum.

17.3 Time for doing acts

(a) If:

(1) the time for doing any act or thing required to be done; or

(2) a notice period specified in this Consent,

expires on a day other than a Business Day, the time for doing that act or thing or the expiration of that notice period is extended until the following Business Day.

(b) If any act or thing required to be done is done after 5pm on the specified day, it is taken to have been done on the following Business Day.

17.4 Severance

If any condition or part of any condition is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the condition (or where possible, the offending part) is to be severed from this Consent without affecting the enforceability, validity or legality of the remaining conditions (or parts of those conditions) which will continue in full force and effect.

17.5 Preservation of existing rights

The expiration or revocation of this Consent does not affect any right that has accrued to a party before the expiration or revocation date.

17.6 No merger

Any right or obligation of any party that is expressed to operate or have effect on or after the completion, expiration or termination of this Consent for any reason, will not merge on the occurrence of that event but will remain in full force and effect.

17.7 Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

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(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and

(c) the exercise of a right does not prevent any further exercise of that right or of any other right.

17.8 Inconsistency with other documents

Unless the contrary intention is expressed, if there is an inconsistency between any of one or more of:

(a) the Planning Agreement;

(b) this Consent;

(c) any Schedule to this Consent; and

(d) the provisions of any other document of the Operator,

the order of precedence between them will be the order listed above, this Consent having the highest level of precedence.

17.9 Counterparts

This Consent may be executed in counterparts.

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Schedule

1 City Name The Council of the City of Sydney

ABN 22 636 550 790

Address Town Hall House Level 1, 456 Kent Street Sydney NSW 2000

Attention Chief Executive Officer

2 Operator Name Pontiac Land (Australia) Pty. Ltd.

ABN 30 611 224 269

Address 603/17 Hickson Road, Dawes Point, NSW 2000

Attention Greg Incoll

3 Premises That portion of Loftus Street, Sydney NSW, as indicated on the Plan, and includes the City's fixtures, fittings, plant and equipment.

4 Permitted Use Undertaking all activities reasonably necessary to ensure the Premises may be used for the Permitted Use as that term is defined in the Tunnel Lease, including but not limited to:

(a) Traffic management in the Premises,

(b) carrying out the work on, under and over the Premises,

(c) digging up/disturbing the surface of the Premises; and

(d) reinstating the Premises.

5(a) Commencing Date On the last to occur of the following dates: (a) the date of payment of the Monetary Contribution under the

Planning Agreement; and

(b) the date of the grant of the State Significant Development Consent

5(b) Terminating Date The Tunnel Lease Commencement Date

6 Consent Fee $118,000 per annum (being fully satisfied and accounted for as at the date of this Consent, pursuant to condition 3.1(b)).

7 Bank Guarantee Amount

$50,000

8 Public liability amount

$20,000,000

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Signing page Acceptance of conditions of consent

Signed for and on behalf of Pontiac Land (Australia) Pty. Ltd. in accordance with Section 127 of the Corporations Act 2001:

Signature of director: Signature of director/secretary:

Name (printed): Name (printed):

Date: Date:

Signed for and on behalf of The Council of

the City of Sydney ABN 22 636 550 790 by

its duly authorised officer in the presence of:

Signature of Witness: Signature of Authorised Officer:

Name of Witness: Name (printed):

Date: Date:

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Annexure A Plan of the Premises

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3.6m

20m

Loftus Street

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Bent

Stre

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Gresham Street

Gresham Street

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ase