Contract of Sale - 100 Brookes Street, Fortitude Valley, by and between Hines Global REIT Brookes Trust and Centuria Urban REIT

Definitions    2

Interpretation    10

Inclusive expressions    11

Business day    11

Joint and several    11

GST definitions    11

Contemporaneous Contracts    11

Default and termination    12

Buy and sell    12

Payment of Sale Price and Deposit    12

Payments    13

Withholding Tax    13

Interest on late payments    13

Deposit    13

Investment of the Deposit    14

Interest on the Deposit    14

GST    15

Time and Place    16

Transfer and assignment    16

Documents to be handed over at Completion    17

Preparation of documents    17

Stamping of Transfer    17

Discharge of Encumbrances    17

Not Used    18

Purchaser can accelerate Completion Date    18

Outgoings    18

Land Tax    18

Adjustment of Rent    19

Adjustments for Service Agreements    19

Prepayments on Estimates    19

Adjustment to Sale Price    20

Allocation of receipts following Completion    20

As is/where is    21

BEEC    22

Requirements of Authorities    22

Sale subject to Leases    22

Vendor to perform up to Completion    22

Assignment of Leases    22

Arrears not assigned    23

Purchaser Bound    23

Indemnity    23

Purchaser acknowledges Tenants' fixtures    24

Management of Property until Completion    24

Re-execution of Tenancy Documents    24

Unregistered Tenancy Documents    24

Unlodged Leases at Completion    25

Proposed Matters    25

Approved Matters    25

Incentives    25

Expired leases    26

Assignment to Purchaser    26

Bank Guarantees    26

Dealing with Lease Guarantees    27

Indemnity    27

Dealing with Service Agreements    28

Novation of Assigned Service Agreements    28

Deeds of Novation    28

No termination or novation    29

No objection by Purchaser    29

Delivery of Service Agreements    29

Delivery of notice    29

Building and FF&E Warranties    30

Warranties by the Vendor    30

Reliance    30

No Warranties about Certain Lease Matters    30

Disclosure    30

Disclosure    31

No reliance    31

Opinion, estimates and forecasts    32

Maximum and minimum amounts    32

Time limits    33

Mitigation of Loss    33

Independent limitations    33

No double claims    33

Notice Procedure    33

Purchaser in default    34

If Vendor Affirms    34

If Vendor Terminates    35

Purchaser to pay costs of default    35

If Vendor Terminates    35

Insolvency    35

Confidentiality    36

Joint announcement    37

Override    37

Form of Notice    37

How Notice must be given and when Notice is received    37

Risk    38

Assignment    38

Further assurances    38

Enforceability and severance    38

Non merger    39

Cumulative rights    39

Waiver    39

Governing law and jurisdiction    39

Costs    39

Stamp duty    40

Time not of the essence    40

Variations    40

Attorneys    40

Counterparts    40

Payment of Rent Shortfall Payment    43

Post-Completion – New Leases    44

Post-Completion – Leases under Negotiation    44

Reporting during the Rent Shortfall Guarantee Period    45

Payment of Retention Amount    45

Calculation of Retention Amount    45

Definitions and interpretation

words importing the singular include the plural and vice versa;

words importing a gender include any gender;

an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency;

other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;

a reference to any thing (including, but not limited to, any right) includes a part of that thing but nothing in this clause 1.2(e) implies that performance of part of an obligation constitutes performance of the obligation;

a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of and a party, annexure, exhibit or schedule to, this agreement and a reference to this agreement includes any annexure, exhibit or schedule;

a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another government agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

a reference to a party to a document includes that party's successors and permitted assigns;

a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;

no provision of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision;

a covenant or agreement on the part of two or more persons binds them jointly and severally;

A reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not which ceases to exist, or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

subject to clause 20, a reference to time is a reference to local New South Wales time.

Contemporaneous Contracts Condition

Completion of this agreement is conditional on:

the Contemporaneous Contracts being signed by all parties to the Contemporaneous Contracts and exchanged at the same time as signing and exchanging executed counterparts of this agreement; and

the contemporaneous completion of the Contemporaneous Contracts.

Subject to clauses 2.1(c), and 6.8, Completion of the Contemporaneous Contracts must occur on the Completion Date at the same time.

The parties agree that if the completion date as defined in the Contemporaneous Contracts is extended under any one or more of the Contemporaneous Contracts for any reason, then the Completion Date is also extended to the same date (subject to any further extension of the Completion Date under clause 6.8 of this agreement).

a default (howsoever caused) by the vendor under any of the Contemporaneous Contracts will be, and will be deemed to be, a default by the Vendor under this agreement;

a default (howsoever caused) by the Purchaser (as purchaser) under any of the Contemporaneous Contracts will be, and will be deemed to be, a default by the Purchaser under this agreement; and

upon termination of any of the Contemporaneous Contracts for any reason, this agreement will immediately terminate for the same reason.

Not Used

Sale

Payments and Deposit

the Final Deposit to the Vendor’s Solicitors on or before the Agreement Date; and

the Balance Sale Price (plus or minus adjustments as provided for under this agreement) to the Vendor (or as directed in writing by the Vendor to the Purchaser) at Completion.

All payments to be made under this agreement must be made in Australian dollars by way of cleared funds. Payments may be made by either bank cheque (payable as directed by the Vendor) or, if the Vendor so elects by notice in writing to the Purchaser, by electronic transfer or direct deposit to the bank account nominated by the Vendor.

A notice or election by the Vendor under clause 5.2(a), must be given to the Purchaser at least 2 Business Days prior to the Completion Date.

the Vendor has produced to the Purchaser a certificate issued under s14-220(1) of Schedule 1 to the Taxation Administration Act 1953 (Cth) which is current for the period including the Completion Date; and

the Purchaser is not entitled to and will not withhold nor pay to the Commissioner of Taxation any part of the Sale Price.

Without affecting the Vendor's other rights under this agreement, if any money payable by the Purchaser under this agreement is not paid when due, the Purchaser must pay to the Vendor interest on the overdue amount (and on any judgment for that money) calculated at the rate of 8%:

if that money is payable on or before Completion, at the time of Completion;

on any other moneys, on demand.

The interest accrues from day to day including the due date for payment and will be capitalised monthly. The Vendor may recover that interest from the Purchaser as liquidated damages.

if Completion occurs, the Deposit must be paid to the Vendor;

if Completion does not occur because:

the agreement is terminated under clause 6.8;

of a default of the Vendor under this agreement or a Contemporaneous Contract and the Purchaser lawfully terminates this agreement; or

the agreement is rescinded by the Purchaser pursuant to a statutory right of rescission,

if Completion does not occur because of a default of the Purchaser under this agreement or a Contemporaneous Contract and the Vendor lawfully terminates this agreement, the Deposit must be paid to the Vendor.

invest the Deposit with Vendor’s Solicitors’ bank, in an interest bearing account at call in trust for the Vendor and the Purchaser;

withdraw the Deposit and interest earned on Completion, rescission or termination of this agreement (whichever occurs);

pay the Deposit as required by clause 5.5; and

pay the interest earned on the Deposit as required by clause 5.7.

If this agreement is completed then the parties irrevocably authorise the Vendor’s Solicitors to pay all interest earned on the:

Initial Deposit to the Vendor; and

Final Deposit equally to the Vendor and the Purchaser.

If Completion does not occur because of a default of the Purchaser under this agreement or a Contemporaneous Contract then the parties irrevocably authorise the Vendor’s Solicitors to pay all interest earned on the Final Deposit to the Vendor.

If:

if Completion does not occur because of a default of the Vendor under this agreement or a vendor under a Contemporaneous Contract; or

if the Vendor terminates this agreement under clause 6.8,

Financial institutions duty, bank charges and other similar charges and expenses are to be deducted from the total amount of interest before the interest is paid under this clause 5.7.

The party or parties entitled to the Final Deposit and the interest on completion, termination or rescission of this agreement (whichever occurs) bear the risk of loss of the Final Deposit and of the interest.

The Vendor and the Purchaser must give such directions and do all things necessary to give effect to the provisions of this clause 5.7. Each party acknowledges that if it does not provide its Tax File Number to the Vendor’s Solicitors before the Final Deposit is invested then tax may be deducted from its share of interest on the Final Deposit.

Pending Completion, rescission or termination of this agreement, the Vendor and the Purchaser shall be deemed to be presently entitled in equal shares to any interest accrued on the Final Deposit.

The Vendor and the Purchaser jointly and severally indemnify the Vendor’s Solicitors and agree to keep the Vendor’s Solicitors indemnified for any liabilities, losses, costs, expenses or damages which the Vendor’s Solicitors may sustain or incur in any way under or in relation to the Final Deposit, including but not limited to, liabilities, costs (including legal costs) or expenses arising as a result of a dispute between the parties as to the ownership of the Final Deposit. The Purchaser holds the benefit of this clause for the Vendor’s Solicitors.

Unless otherwise expressly stated, all amounts referred to in this agreement, including amounts used to determine a payment to be made by one party to the other, are exclusive of GST (GST Exclusive Consideration).

In this clause 5.8:

Property means the Assets; and

Excess GST has the meaning given to that term in section 142-10 of the GST Act.

The Vendor and the Purchaser acknowledge and agree that the supply of the Property under this agreement is the supply of a going concern for consideration.

The Vendor agrees that it:

will supply to the Purchaser all the things that are necessary for the continued operation of the enterprise constituted by the Property; and

will carry on the enterprise constituted by the Property until the day of supply in a proper and businesslike manner.

To the extent that GST is payable in respect of all or any part of a supply made by a party (Supplier) under or in connection with this agreement, the GST Exclusive Consideration to be provided under this agreement for that supply is increased by an amount equal to the GST payable by the Supplier (excluding any Excess GST).

The recipient must pay the additional amount payable under clause 5.8(e) to the Supplier at the same time and in the same manner as the GST Exclusive Consideration for the supply is otherwise required to be provided.

    Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment and excluding any Excess GST) and if the net GST differs from the amount previously paid under this clause, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

If one of the parties to this agreement is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with this agreement, then the amount of the reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified is entitled in relation to that loss, cost, expense or outgoing and then, if the amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 5.8(e).

The Purchaser warrants that it is or is required to be registered for GST effective from a date that includes the Completion Date and must produce to the Vendor on or before the Completion Date written proof that it is registered under the GST Act.

Notwithstanding the agreement of the parties under clause 5.8(c), if for any reason the supply of the Property under this agreement is not accepted by the Commissioner of Taxation as a GST-free supply of a going concern, then:

the Purchaser agrees to pay to the Vendor the amount of the GST that is required to be remitted by the Vendor under the GST Act in respect of the supply of the Property under this agreement within 14 days after the Vendor provides evidence of the Vendor's liability to remit that GST, including written confirmation from the Commissioner of Taxation as to that GST liability; and

the Vendor must give the Purchaser a tax invoice as a precondition to payment under clause 5.8(j)(1).

This clause 5.8 does not merge on Completion.

Completion

At Completion, in exchange for the Purchaser paying the Balance Sale Price, the Vendor must:

transfer and assign to the Purchaser the whole of its right, title and interest in and to the Assets free from encumbrances except the Disclosed Encumbrances and the Leases; and

deliver to the Purchaser possession of the Land subject only to the Leases,

The Vendor must deliver to the Purchaser or its solicitors at Completion:

the executed Transfer capable of immediate registration (after stamping) at the Titles Office and such other documents (if any) as are required by law to be signed by the Vendor to procure stamping and registration of the Transfer;

the Leases in the possession or control of the Vendor;

the original Bank Guarantees in the possession or control of the Vendor; and

any documents referred to in clause 6.6.

any building plans, specifications, manuals, certificates of registration, permits, warranties, surveys, service log books, asbestos registers, other registers and other documents that relate to the Building or the plant and equipment;

the tenancy files; and

any Vendor’s keys,

If at the Completion Date there is noted on the title of the Land any mortgage or caveat (other than a Tenant's caveat), the Purchaser will accept a discharge or withdrawal of that mortgage or caveat, provided that such discharge of mortgage or withdrawal of caveat is executed and in registrable form and the prescribed registration fees are allowed by the Vendor to the Purchaser.

Where a caveat is registered on the title to the Land by a party claiming an estate as a lessee of the Land (or a part of the Land or the Building), the Vendor is not required to provide the Purchaser with a withdrawal of such caveat if the Vendor provides to the Purchaser a letter in a form acceptable to the Registrar of Titles from such caveator consenting to registration of the transfer to the Purchaser and the Purchaser’s mortgage of the Land (if any).

In respect of any Security Interest registered against the Vendor that affects the Assets, the Purchaser must accept at Completion a release of that Security Interest. The Purchaser must notify the Vendor at least 10 Business Days prior to the Completion Date of any Security Interests which it requires to be released at Completion.

Adjustments

The Vendor must pay or discharge all Outgoings which relate to all periods occurring, or services received, up to and including the Completion Date.

The Purchaser must pay or discharge all Outgoings which relate to all periods occurring, or services received, from the day immediately after the Completion Date.

All Outgoings (other than land tax) shall be apportioned at Completion:

in the case of those paid by the Vendor, on the amount actually paid;

in the case of those levied but unpaid, on the amount payable and, where the discount period expires within 3 Business Days of Completion, disregarding any discount for early payment;

in the case of those not levied but the amount of which can be ascertained by advice from the relevant rating and taxing authority, on the amount advised by the relevant rating and taxing authority; and

in the case of those not levied and not ascertainable from the relevant rating and taxing authority and where a separate assessment was issued for the Land for the assessment period immediately prior to Completion, on the amount payable in that separate assessment disregarding any discount for early payment.

Land Tax shall be apportioned on the amount assessed by the Commissioner of Land Tax for the year current at the Completion Date and on the basis that the assessment has been paid by the Vendor, the Land is the only land owned by the Vendor and is not subject to any surcharge (including any absentee or foreign owner surcharge).

If the Vendor is unable to produce to the Purchaser at or prior to Completion a certificate stating that the Land is not liable for Land Tax for the year current at the Completion Date or other evidence that the Land Tax for the year current at the Completion Date has been paid then:

the Purchaser must complete this agreement; and

the Purchaser must make an adjustment in favour of the Vendor at Completion for the Purchaser’s proportion of the Land Tax calculated in accordance with the requirements of clause 7.2(a); and

The Vendor directs the Purchaser to deduct from the Balance Sale Price the amount of the Land Tax and to pay that amount to the Commissioner of State Revenue.

the Vendor is entitled to all Rent in respect of the period up to and including the Completion Date;

the Purchaser shall be entitled to all Rent after the Completion Date;

subject to clause 7.4, any necessary apportionment of the Rent must be made on Completion; and

all adjustments and apportionments shall be made in accordance with proper accounting principles and standards.

The Purchaser must pay to the Vendor amounts paid by the Vendor under the Service Agreements for periods after the Completion Date.

The Vendor must pay all amounts payable by the Vendor pursuant to all Service Agreements up to and including the Completion Date.

some of the Rent payable by the Tenants may be based on an estimate made by the Vendor on the basis that, once the actual amounts are known, subsequent adjustment will occur between the Vendor and the Tenants in accordance with the Leases;

the parties must co-operate to calculate as soon as possible after Completion:

each subsequent adjustment with the Tenants in relation to the estimated Rent; and

the respective proportions of that adjustment which are payable by or receivable by the Vendor and the Purchaser on the basis of the principles contained in clause 7.5(e);

the Purchaser must deliver to the Vendor:

at the same time that it is supplied to the Tenants all information supplied to each Tenant as to the actual Rent for the relevant period; and

within 60 days from the end of the accounting period an audited statement setting out the full and accurate details of actual Rent for the period ending on the Completion Date;

to enable the adjustments referred to in clause 7.5(b) and to enable the Purchaser to prepare the audited statement referred to in clause 7.5(c)(2), the Vendor must provide to the Purchaser as soon as possible (and in any event within 3 months) after Completion

a breakdown of all amounts of Rent invoiced to Tenants; and

copies of all invoices relating to recoverable outgoings charged to Tenants by the Vendor,

the calculations referred to in clause 7.5(b) will be made on the basis that:

the Vendor's proportion of each adjustment is the proportion of the total amount being adjusted that the number of days from the start of the relevant accounting period up to and including the date of Completion bears to the total number of days in the relevant accounting period; and

the Purchaser's proportion of each adjustment is the proportion of the total amount being adjusted that the number of days from the date of Completion up to the end of the relevant accounting period bears to the total number of days in the relevant accounting period;

within 14 days after receipt of a notice from the Purchaser, the Vendor must pay to the Purchaser the Vendor’s proportion of any amount due to a Tenant as a result of the calculation made under clause 7.5(b);

if any amount must be paid to a Tenant as a result of the calculation made under clause 7.5(b), the Purchaser must pay that amount to that Tenant within the time provided under the relevant Lease;

if an amount must be paid by a Tenant as a result of the calculation made under clause 7.5(b), the Purchaser must co-operate to recover that amount and must account to the Vendor for the Vendor's proportion of the amount received within 14 days of finalisation of the calculation by the parties; and

the Vendor must provide all other information and all reasonable assistance as may be required by the Purchaser to enable the Purchaser to undertake the calculations, audit and adjustments contemplated under this clause 7.5.

If after Completion the Purchaser receives a payment from a Tenant, that payment must be allocated:

firstly, to Rent for the period current at the time the payment is received;

secondly to any Rent that was due but unpaid for the month in which Completion takes place; and

thirdly, to pre-Completion arrears of Rent.

If after Completion the Vendor receives a payment of Rent from a Tenant, that payment must be allocated:

firstly, to Rent for the period current at the time the payment is received;

secondly, to any Rent that was due but unpaid for the month in which Completion takes place; and

thirdly, to pre-Completion arrears of Rent.

Assets in their current state

terminate this agreement;

delay Completion;

withhold payment of any part of the Sale Price;

raise any requisition or objection; or

make any Claim for compensation or damages,

the Disclosed Encumbrances;

contamination of the Land or the Building or of adjoining land from anything emanating on the Land or any other matter arising under an Environmental Law;

any mistake or error in the description or particulars of the Land;

any mistake or error in the boundaries or area of the Land or any encroachments;

any notice or order issued pursuant to any statute or Authority or any court necessitating the doing of work or expenditure of money on or in relation to the Land;

the Land being affected by a proposal of any competent Authority;

any notice to treat or notice of intention to resume the whole or any part of the Land issued by any competent Authority;

the zoning of the Land and the use to which the Land may be put, the suitability of the Land for any future development (including all planning restrictions, requirements, infrastructure agreements and conditions) or the rights and privileges relating to the Land or the services actually or likely to be connected or provided to the Land;

any non-compliance with any conditions contained in the Disclosed Encumbrances including in any Council management plan;

any electricity, telephone, water supply, sewerage or drainage service to the Land passing through other land and not being protected by registered easement or by statutory authority;

the physical state and condition of the Assets prior to the Agreement Date or any fair wear and tear between the Agreement Date and Completion; and

any of the matters disclosed in clause 8.2.

confirms that before entering into this agreement the Purchaser has been provided with the BEEC and has relied entirely on its own enquiries and satisfied itself in relation to the BEEC;

acknowledges that the Vendor is relying on the Purchaser’s acknowledgement and agreement in this clause 8.2.

    The Purchaser is liable for all requirements of Authorities relating to the Property issued after the Agreement Date, except for any requirements of Authorities which arise as a result of the acts of the Vendor after the Agreement Date.

The Vendor is liable for all requirements of Authorities relating to the Assets (other than requirements that are the responsibility of Tenants) issued before the Agreement Date.

Leases

The Vendor assigns to the Purchaser and the Purchaser takes an assignment of the Leases including the benefit of all covenants and obligations on the part of each Tenant in favour of or enforceable by the Vendor in every Lease whether or not the same touch and concern or run with the land.

The assignment pursuant to clause 9.3(a) takes effect upon and from Completion.

The Vendor will execute and deliver to the Purchaser at Completion a notice in the form of the notice in Schedule 5 in favour of each Tenant giving to that Tenant written notice of the assignment to the Purchaser of the benefit of the relevant Lease.

Any notice required under clause 9.3(c) must be prepared by the Purchaser and delivered to the Vendor for execution by the Vendor within a reasonable time prior to Completion.

Despite clause 9.3, the Vendor does not assign to the Purchaser the Vendor's rights to receive, recover or sue for any moneys owing under the Leases in respect of any period prior to Completion. If the Purchaser does receive after Completion any moneys owing under the Leases in respect of any period prior to Completion then the Purchaser will promptly forward those moneys to the Vendor.

For the purposes of clause 9.4(a), the Purchaser will at the cost of the Vendor provide to the Vendor such assistance as the Vendor may reasonably request, for example, producing records and executing documents which may reasonably be required for the prosecution of any proceedings against any Tenant for the recovery of any moneys owing under the Leases in respect of any period prior to Completion.

The Purchaser covenants and agrees that, as and from Completion, the Purchaser is bound by the Leases as though the Purchaser was named as the lessor or licensor (as appropriate) in the Leases.

The Purchaser must:

if required by the terms of any Lease or in relation to any deed dealing with Outstanding Incentives; or

if a Lease is not or will not be registered, prior to the transfer of Property to the Purchaser,

Any Covenant Deed required under clause 9.5(b) must be prepared by the Vendor and delivered to the Purchaser for execution within a reasonable time prior to Completion.

In relation to any deed dealing with Outstanding Incentives or any Lease which is executed but the term has not commenced prior to Completion, or any occupation licence for any part of the Assets the Covenant Deed must include mutual covenants by the Tenant in favour of the Purchaser. The parties must use their reasonable endeavours to procure those Tenants to execute the Covenant Deed prior to Completion but the Vendor or the Purchaser must not delay Completion if they are not signed by Completion and the parties will use reasonable endeavours to have them signed after Completion.

The Vendor hereby indemnifies and must keep the Purchaser forever indemnified from any loss, damage, Claim, proceeding, costs (including legal costs on a solicitor and own client basis) and expenses arising after Completion as a result of the Vendor not duly observing and performing before Completion any of the landlord's obligations under the Leases.

The Purchaser hereby indemnifies and must keep the Vendor forever indemnified from any loss, damage, Claim, proceeding, costs (including legal costs on a solicitor and own client basis) and expenses arising after Completion as a result of the Purchaser not duly observing and performing after Completion any of the lessor's obligations under the Leases.

certain fixtures, fittings, plant and equipment on or within the Building have been installed by or on behalf of the Tenants;

Tenants or their financiers may have rights at law or under the Leases to remove those fixtures, fittings, plant and equipment;

the Purchaser is not entitled to make any objection, requisition, Claim for compensation, delay completion or rescind or terminate the agreement in relation to any such fixtures fittings plant or equipment; and

the Vendor will provide reasonable assistance to the Purchaser for the Purchaser to identify the fixtures, fittings, plant and equipment referred to in this clause 9.7.

because of the transfer of the Land to the Purchaser, the existing Lease is not registrable after Completion or if the Lease will not be lodged until after Completion; and

the Tenant under the existing Lease has executed a new Lease as lessee; and

the terms of the new Lease are identical to the existing Lease except that the name of the landlord is the Purchaser in place of the Vendor.

before Completion the Vendor gives the Purchaser written notice of the unregistered Tenancy Document; and

on Completion the Vendor gives the Purchaser the unregistered Tenancy Document executed and in registrable form, together with the registration fees.

In respect of each Unlodged Lease which is fully executed but not registered at Completion, the Vendor must deliver to the Purchaser at Completion the executed copies of it (in registrable form) and any money held by the Vendor on account of its registration, and the Purchaser must promptly:

after Completion, arrange for the Unlodged Lease to be lodged at the Titles Office for registration immediately preceding the Transfer;

after registration, forward the Tenant's copy of each Unlodged Lease to the relevant Tenant or its solicitor.

In respect of each Lease which does not require registration, the Purchaser acknowledges that the Vendor does not propose to register those Leases but the Vendor must deliver to the Purchaser at Completion any copy of those Leases in the possession of the Vendor.

The Vendor must not, after the Agreement Date, enter into or consent to a Proposed Matter without the prior written consent of the Purchaser.

If the Vendor wishes to undertake a Proposed Matter the Vendor must give written notice to the Purchaser of that Proposed Matter including the nature of the proposal and the proposed commercial terms for that proposal and, where applicable:

the names and addresses of any proposed Tenant and guarantor;

any material received from the proposed Tenant for the purpose of establishing that the proposed Tenant is a suitable, responsible and solvent person.

The Purchaser must, within 5 Business Days after the Vendor gives the Purchaser notice of the Proposed Matter and (if relevant) the detail referred to in clause 9.12(b), notify the Vendor whether or not it consents to the Proposed Matter. If the Purchaser fails to notify the Vendor as required by this clause 9.12(c), the Purchaser will be taken to have consented to the Proposed Matter.

If the Purchaser consents or is deemed to have consented to a Proposed Matter the Vendor may undertake that matter as an Approved Matter and the sale of the Assets is made subject to any Approved Matter.

The Vendor may enter into and sign the documents required to record a dealing relative to an Approved Matter. If the documents required to record a dealing relevant to an Approved Matter have not been signed by Completion, the Purchaser agrees to sign, as landlord, those documents required to record that dealing after Completion and, where relevant, cause the dealing to be registered.

The Vendor is responsible for the Outstanding Incentives.

If at the time of Completion there are Outstanding Incentives:

the Parties must make an adjustment to the Sale Price by deducting from the Balance Sale Price the Outstanding Incentives Amount; and

the Purchaser assumes all liability for and must pay, provide, allow or perform all Outstanding Incentives after Completion.

The Purchaser is responsible for and must pay, provide, allow or perform in full the Purchaser’s Incentives.

The Purchaser must pay to the Vendor at Completion any amounts paid, allowed or otherwise credited by the Vendor to Tenants in respect Purchaser’s Incentives.

This clause 9.14 does not merge on Completion.

provide to the Purchaser on or before Completion such documents (including declarations) as may reasonably be required by the Purchaser to enable their removal from the title to the Land (which must be prepared by the Purchaser); and

provide reasonable assistance to the Purchaser post completion to have any expired, terminated or surrendered leases removed (at the reasonable cost of the Purchaser).

Lease Guarantees

To the extent it can lawfully do so, the Vendor assigns to the Purchaser and the Purchaser takes an assignment of the Lease Guarantees including the benefit of all covenants and obligations on the part of each guarantor in favour of or enforceable by the Vendor in every Lease Guarantee.

The assignment pursuant to this clause 10.1 takes effect only upon and from Completion.

The Vendor will execute and deliver to the Purchaser at Completion a notice in the form of the notice in Schedule 6 in favour of each guarantor under a Lease Guarantee giving to that guarantor written notice of the assignment to the Purchaser of the benefit of the relevant guarantee.

Any notice required under clause 10.1(c) must be prepared by the Purchaser and delivered to the Vendor for execution by the Vendor within a reasonable time prior to Completion.

the Purchaser acknowledges that it is aware of the content of the Bank Guarantee;

if the Lease requires a Tenant to do so, the Vendor will request the Tenant to produce, within a reasonable time after Completion, a replacement Bank Guarantee in favour of the Purchaser on similar terms to the Bank Guarantee held by the Vendor;

where a Bank Guarantee may not lawfully be assigned and clause 10.2(b) does not apply:

after Completion the Vendor holds its rights under the Bank Guarantee for the benefit of the Purchaser and must at the cost and risk of the Purchaser do whatever is reasonable to enable the Purchaser to enjoy that benefit; and

the Vendor must deliver to the Purchaser on Completion a notice in the form of the notice in Schedule 7 to each bank which has issued such a Bank Guarantee asking it to redraw the Bank Guarantee in favour of the Purchaser. Any notice required under this clause 10.2(c)(2) must be prepared by the Purchaser and delivered to the Vendor for execution by the Vendor within a reasonable time prior to Completion. The Vendor does not warrant that the banks are obliged to or will comply with that request.

Between the Agreement Date and Completion the Vendor must not, other than as permitted in clause 10.3(b), make a claim under, deduct, appropriate, refund, apply or release any Lease Guarantee, or any part of it held by it under the Leases.

The Vendor may make a claim under, deduct, appropriate or apply a Lease Guarantee where the Tenant, whose performance under its Lease is the subject of that Lease Guarantee has:

abandoned or vacated the premises the subject of its Lease; and

ceased paying Rent.

The parties must, when calculating and effecting any adjustment to the Sale Price, deduct an amount equal to the aggregate of all Security Deposits in the nature of cash deposits (if any) held by the Vendor at Completion.

any Claim from a Tenant arising from the failure to return the whole or any part of a Bank Guarantee or a Security Deposit which the Vendor gives to the Purchaser or adjusts in the Purchaser's favour on Completion; and

anything done by the Vendor under clause 10.2(c)(1).

Incentive Deeds

To the extent it can lawfully do so, the Vendor assigns to the Purchaser and the Purchaser takes an assignment of the Vendor’s interest in the Incentive Deeds. The assignment pursuant to this clause 11(a) takes effect only upon and from Completion.

Where there is an Outstanding Incentive, the Purchaser must sign a deed in favour of the Incentive recipient and the Vendor assuming the Vendor’s liability for the relevant Outstanding Incentive and agreeing to comply with the Vendor’s obligations which remain to be performed under the Lease or the Incentive Deed (as applicable) relevant to the Outstanding Incentive. The deed must be substantially in the form required under the Lease or Incentive Deed (as applicable) and if no specific form is required, substantially in the form reasonably required by the Vendor.

The Purchaser hereby indemnifies and must keep the Vendor forever indemnified from any loss, damage, Claim, costs (including legal costs on a solicitor and own client basis) and expenses arising from or as a result of the Purchaser in title not duly discharging the Outstanding Incentives after Completion.

The Vendor hereby indemnifies and must keep the Purchaser forever indemnified from any loss, damage, Claim, costs (including legal costs on a solicitor and own client basis) and expenses arising from or as a result of the Vendor not duly discharging before Completion any Incentives, but excluding the Outstanding Incentives adjusted under this agreement.

Service Agreements

novate the Assigned Service Agreements to the Purchaser with effect from Completion; and

terminate the Terminated Service Agreements with effect from Completion.

if asked by the Vendor (before or after the Completion Date), enter into a deed of novation of the Assigned Service Agreements; and

comply with the Vendor’s obligations under the Assigned Service Agreements arising after the Completion Date.

prepare a deed of novation (in the form set out in Schedule 16) for each of the Assigned Service Agreements;

deliver a counterpart of the deed of novation to the relevant contractor under the Assigned Service Agreement and to the Purchaser; and

make all reasonable efforts to have the contractor under the relevant Assigned Service Agreement execute the deed of novation,

the Vendor:

to the extent that it is able, assigns the benefit of the Service Agreement to the Purchaser;

for a period of 6 months post completion hold its rights under the Service Agreement for the benefit of the Purchaser and must at the cost and risk of the Purchaser do whatever is reasonable to enable the Purchaser to enjoy that benefit; and

if the Vendor is unable to assign the benefit of the Service Agreement to the Purchaser, appoints the Purchaser to be the Vendor’s agent to exercise a right of termination in the Service Agreement; and

the Purchaser must:

comply with the Vendor’s obligations under the Service Agreement; and

indemnify the Vendor against any costs incurred by the Vendor due to:

the exercise by the Purchaser of its right to terminate a Service Agreement under clause 12.4(a)(3); and

the Purchaser’s breach of clause 12.4(b)(1).

Other Assignments

To the extent that the Vendor holds rights in connection with warranties given by any supplier or manufacturer of the Building or the FF&E, to the extent permitted by law the Vendor assigns those rights to the Purchaser, such assignment to take effect only upon and from Completion.

To the extent that warranties given by any supplier or manufacturer of the Building or the FF&E are not assignable, for a period of 6 months after Completion the Vendor holds its rights under the warranties for the benefit of the Purchaser and must at the cost and risk of the Purchaser do whatever is reasonable to enable the Purchaser to enjoy that benefit.

Warranties

as to the adequacy of any Lease;

as to the financial capacity or prospects of any Tenant;

that the Tenants will, after the Agreement Date or after Completion, comply with and duly discharge their obligations under the Leases;

as to the validity or enforceability of any Lease Guarantees.

Qualifications and limitations on Warranty Claims

The Purchaser is aware of and will be treated as having actual knowledge of, all facts, matters and circumstances that:

are provided for or described in this agreement;

are disclosed or referred to in the Disclosure Material;

are disclosed on any public record (being any records maintained by any Authority that are available for inspection by the public);

are within the actual knowledge of the Purchaser (or any of its advisers in relation to the Assets or the transaction contemplated in this agreement) on or prior to the Agreement Date; and

would reasonably be expected to have been known by the Purchaser on or prior to the Agreement Date having regard to its knowledge (and the knowledge of its advisers).

The Warranties are given subject to the disclosures or deemed disclosures described in clause 15.1(a). The Vendor has no liability under the Warranties to the extent that disclosure is made or is deemed to have been made against the Warranties under this clause 15.1(a).

The Purchaser must not make a Warranty Claim, and it shall not be a breach of Warranty, if the facts, matters or circumstances giving rise to such Warranty Claim are disclosed or are deemed to have been disclosed under clause 15.1(a).

the Purchaser has inspected the Land and all Assets including the Building and other improvements on the Land and the Purchaser accepts the Assets in their condition at the Agreement Date;

at no time has the Purchaser relied on any representation, warranty, promise, undertaking or statement made or given by the Vendor or any person on its behalf, including in the Disclosure Material, except those expressly set out in this Agreement;

no representations, warranties, promises, undertakings, statements (including in the Disclosure Material) or conduct made or given by the Vendor or any person on its behalf:

have induced or influenced the Purchaser to enter into this Agreement, or to agree to any terms or conditions of this Agreement;

have been relied on in any way as being accurate or complete by the Purchaser;

have been warranted to the Purchaser as being true; or

have been taken into account by the Purchaser as being important to its decision to enter into, or agree to any or all of the terms of, this Agreement,

it has entered into this Agreement after a review of the Disclosure Material;

where the Warranties or the representations, warranties, promises, undertakings and statements expressly made or given by the Vendor in this Agreement conflict with its own searches, investigations, enquiries and evaluations in respect of the Assets, it has relied on the latter; and

it has had independent legal, accounting, financial, technical, industry and other relevant expert advice relating to the Assets, the purchase of the Assets and to the terms of this Agreement, including the terms of this clause.

there are uncertainties inherent in attempting to make these estimates, projections, business plans, budgets and forecasts and the Purchaser is familiar with these uncertainties;

the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, business plans, budgets and forecasts furnished to it; and

the Vendor is not liable under any Claim arising out of or relating to any opinions, estimates, projections, business plans, budgets or forecasts in respect of the Assets.

The Vendor is not liable under a Warranty Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim:

exceeds $50,000; and

either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause 15.4(a)(1) in relation to the Assets the subject of this agreement exceed $500,000 in aggregate.

Despite anything else in this agreement, the maximum aggregate amount that the Vendor is required to pay in respect of all Warranty Claims whenever made, is limited to:

in respect of the Warranty in clause 3 of Schedule 2, the Sale Price;

in respect of all other Warranties, an amount equal to 2% of the Sale Price of the Assets the subject of this agreement. For the avoidance of doubt, the Sale Price cannot be aggregated with the sale prices of the properties the subject of the Contemporaneous Contracts.

the Purchaser notifies the Vendor of the Warranty Claim in accordance with clause 16.1 by:

in respect of Warranties in clauses 1 and 3 of Schedule 2, the date that is the earlier of the date of registration of the Transfer and 1 month after Completion; and

for all other Warranties, 9 months after Completion; and

within 3 months (or such longer period as may be agreed) of the date the Purchaser notified the Vendor of the Warranty Claim under clause 16.1:

the Warranty Claim has been agreed, compromised or settled; or

the Purchaser has issued and served legal proceedings against the Vendor in respect of the Warranty Claim.

The Purchaser must:

take all reasonable actions to mitigate any loss which may give rise to a Warranty Claim, but is not required to take legal action or initiate proceedings against any person; and

subject to clause 15.6(a)(1), not omit to take any reasonable action which would mitigate any loss which may give rise to a Warranty Claim.

If the Purchaser does not comply with clause 15.6(a) and compliance with clause 15.6(a) would have mitigated the loss, the Vendor is not liable for the amount by which the loss would have been reduced.

Procedures for dealing with Warranty Claims

If the Purchaser wishes to make a Warranty Claim the Purchaser must promptly upon becoming aware of the Claim notify the Vendor in writing that it considers that it has a Warranty Claim which exceeds the applicable thresholds set out in clause 15.4(a).

The Purchaser must include in a notice given under clause 16.1(a) all relevant details (including the amount) then known to a Purchaser of:

the Warranty Claim; and

the events, matters or circumstances giving rise to the Warranty Claim.

If the Warranty Claim relates to a demand or claim by a third party, the Purchaser must include in a notice given under clause 16.1(a) an extract of any part of a demand or claim that identifies the liability or amount to which the Claim relates or other evidence of the amount of the demand or claim to which the Claim relates.

The Purchaser must also, on an ongoing basis, keep the Vendor informed of all developments in relation to the Warranty Claim notified under this clause 16.

If the Purchaser does not fully comply with this clause 16 in respect of a Warranty Claim, the Vendor is not liable under the Claim to the extent that the non-compliance has increased the amount of the Warranty Claim.

Purchaser's Warranties

The Purchaser gives the Purchaser Warranties in favour of the Vendor on the Agreement Date.

The Purchaser acknowledges that the Vendor has entered into this agreement in reliance on the Purchaser Warranties.

Each Purchaser Warranty is to be construed independently of the others and is not limited by reference to any other Purchaser Warranty.

Default

affirm this agreement; or

terminate this agreement.

sue the Purchaser for damages for breach of agreement or for specific performance and damages in addition to or instead of damages for breach; and

recover from the Purchaser as a liquidated debt the Final Deposit or any part of it that the Purchaser has failed to pay and shall pay the Final Deposit or any part of it which is recovered to the Purchaser’s Solicitors.

If the Vendor terminates this agreement the Vendor may elect to:

declare the Final Deposit forfeited and sue the Purchaser for breach; or

declare the Final Deposit forfeited and resell the Assets as owner.

In the event that the Vendor elects to resell the Assets pursuant to clause 18.3(a)(2) the Vendor may recover from the Purchaser the deficiency (if any) arising on such resale and all expenses of and incidental to such resale or any attempted resale.

The Vendor may retain any money paid by the Purchaser on account of the sale as security for any damages liquidated or otherwise awarded to the Vendor for the Purchaser's default.

it enters into a scheme;

it makes any arrangement for the benefit of creditors;

an order is made to wind up the party;

a liquidator, administrator or official manager is appointed in respect of the party;

a mortgagee enters into possession of all or a substantial part of the assets of the party;

it is deemed by any relevant legislation to be unable to pay its debts; or

a receiver, receiver and manager or agent of a mortgagee is appointed to all or a substantial part of the assets of the party,

Confidentiality and Announcements

Each party (recipient) shall keep secret and confidential, and shall not divulge or disclose any information relating to another party or its business (which is disclosed to the recipient by the other party, its representatives or advisers) or this agreement (including the existence of this agreement) other than to the extent that:

the information is in the public domain as at the Agreement Date (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the recipient);

the recipient is required to disclose the information to any governmental agency, by applicable law or any recognised stock exchange on which its shares or the shares of any of its related bodies corporate are listed, provided that the recipient has consulted with the provider of the information as to the form and content of the disclosure;

prior to Completion, the Vendor discloses to key suppliers, employees and governmental agencies some or all of the following information:

the fact of the sale;

the identity of the Purchaser; and

the expected Completion Date and the progress of steps preparatory to Completion;

the disclosure is made by the recipient to its financiers or lawyers, accountants, investment bankers, consultants or other professional advisers (including directors, partners, officers and employees of its advisers) to the extent necessary to enable the recipient to properly perform its obligations under this agreement or to conduct their business generally, in which case the recipient shall take reasonable steps to ensure that such persons keep the information secret and confidential and do not divulge or disclose the information to any other person;

the disclosure is to any one or more of the unit holders of the Vendor or is to any related body corporate, entity, trustee or fund (including any one or more of the direct or indirect shareholders or unit holders of any such bodies corporate, entities, trustees or funds);

the disclosure is by the Purchaser to current investors or proposed investors in the Purchaser;

the disclosure is required for use in legal proceedings regarding this agreement; or

the non-disclosing party has consented in writing prior to the disclosure.

Each recipient shall take reasonable steps to ensure that its directors, officers, employees, agents, representatives, related bodies corporate and investors comply in all respects with the recipient's obligations under this clause 19.1.

From Completion, the Purchaser may disclose confidential information relating to the Assets except to the extent that such information relates to the Vendor or its related bodies corporate, entities or funds, or their businesses.

make any public announcement or statement;

give an interview; or

issue any public document (including any memorandum or release to the media, a stock exchange or to potential investors),

Notices

in writing and in English and signed by or on behalf of the sending party; and

addressed to that party in accordance with the details nominated in Schedule 1 (or any alternative details nominated to the sending party by Notice).

A Notice must be given by one of the methods set out in the table below.

A Notice may be given to or by a party’s solicitor.

A Notice is regarded as given and received at the time set out in the table below.

However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee’s time) on a Business Day (business hours period), then the Notice will instead be regarded as given and received at the start of the following business hours period.

General

Any provision of this agreement or the application of any provision of this agreement which is prohibited in any jurisdiction is ineffective in that jurisdiction only to the extent of that prohibition.

Any provision of this agreement or the application of any provision of this deed which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

To the extent necessary to give full effect to this agreement, any part of this agreement which is prohibited, ineffective or is void, illegal or unenforceable, that part will be severed from this agreement and will not affect the continued operation of the rest of this agreement.

any provision or indemnity in favour of a party contained in this agreement or any other agreement; or

any right, power, authority, discretion or remedy which a party may have against the other party at any time.

Waiver of any right, power, authority, discretion or remedy arising upon default under this agreement must be in writing and signed by the party granting the waiver.

A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy created or arising upon default under this agreement, does not result in a waiver of that right, power, authority, discretion or remedy.

A party is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of this agreement or on a default under this agreement as constituting a waiver of that right, power, authority, discretion or remedy.

A party may not rely on any conduct of another party as a defence to exercise of a right, power, authority, discretion or remedy by that other party.

This clause 21.7 may not itself be waived except by writing.

This agreement is a contract made and construed in and in accordance with the laws of Queensland.

Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

Each party irrevocably waives any immunity in respect of its obligations under this agreement that it may acquire from the jurisdiction of any court or any legal process for any reason including the service of notice, attachment before judgment, attachment in aid of execution or execution.

The Purchaser must pay any stamp duty in respect of the execution, delivery and performance of this agreement, the Transfer and any instrument or transaction contemplated by this agreement.

The Purchaser must pay any fine, interest, penalty or other costs in respect of a failure to:

pay any stamp duty referred to in clause 21.10(a);

lodge for stamping any instrument referred to in clause 21.10(a); and

make out and lodge any statement of a transaction referred to in clause 21.10(a).

The Purchaser indemnifies the Vendor for any amount payable under clause 21.10(a) or clause 21.10(b) or both.

Time is not of the essence of this agreement.

If Completion does not occur by the Completion Date, a party who is not in default and is ready, willing and able to proceed to Completion may serve a notice on the defaulting party at any time after 5.00pm on the Completion Date:

requiring the other party to complete not less than 14 days from (and including) the date of service of the notice; and

    making time of the essence.

The party that served the notice may withdraw it at any time without prejudice to its right to serve a further notice.

If the defaulting party is the Purchaser, the Purchaser must pay to the Vendor interest accruing on the Balance Sale Price from the Completion Date in accordance with clause 5.4.

This agreement may be executed in any number of counterparts (including facsimile or email counterparts). Each counterpart is deemed an original and all the counterparts together constitute one instrument, which is deemed to be dated on the earlier of the date of exchange or the date acceptance is communicated in writing (including by facsimile or email transmission).

By signing this agreement, the parties agree and acknowledge that:

    it is reasonable for the parties to expect that information in respect of this agreement and the Assets provided by electronic communication will be readily accessible by the other parties; and

    the parties consent for the purposes of the Electronic Transactions (Queensland) Act 2001 (Qld) to information in respect of this agreement and the Assets being given by electronic communication.

Vendor’s Limitation of Liability

Subject to clause 22(e), the limitation of the liability of Hines (Aus) Nominees Pty Ltd ACN 605 498 093 (Hines) in this clause 22 applies despite any other provision of this agreement and extends to all liabilities and obligations of Hines in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement.

    Hines enters into this agreement only in its capacity as trustee of the Hines Global REIT Brookes Trust (Trust) and in no other capacity.

A liability of Hines arising under or in connection with this agreement can be enforced only to the extent:

of the rights which Hines has against the assets of the Trust; and

otherwise to which Hines is entitled to be and is in fact indemnified for that liability out of the assets of the Trust.

The Purchaser may not sue Hines personally or seek the appointment of a liquidator, receiver or similar person to Hines or prove in any liquidation, administration or arrangement of or affecting Hines.

The provisions of this clause will not apply to any obligation or liability of Hines to the extent that it is not satisfied out of the assets of the Trust due to a reduction in the extent of Hines’ indemnification out of the assets of the Trust that results from Hines’ fraud, gross negligence, or breach of trust.

The Purchaser acknowledges that Hines incurs the obligations under this agreement solely in its capacity as trustee of the Trust and that Hines will cease to have any obligation under this agreement if Hines ceases for any reason to be the trustee of the Trust.

The Purchaser acknowledges and agrees that no attorney, agent or such other person appointed by Hines has authority to act on behalf of Hines in such manner as to expose Hines to any personal liability (whether under clause 22(e) or otherwise).

The parties acknowledge and agree that, despite any other provision of this agreement, Hines is not obliged to execute any document, or take or refrain from taking any action under this agreement, or exercise or refrain from exercising any power under this agreement, unless its liability is limited in the manner set out in this clause.

Purchaser’s Limitation of Liability

In this clause 23:

CPFL means Centuria Property Funds No. 2 Limited ACN 133 363 185 in its capacity as Responsible Entity of the Trust within the meaning of the Corporations Act 2001 (Cth);

Trust means Centuria Urban REIT; and

Trust Deed means the deed which established the Trust.

CPFL enters into this agreement solely in its capacity as responsible entity of the Trust and will undertake all covenants, terms and conditions on its part to be observed or performed solely in that capacity. No debt, duty, liability or obligation arising under this agreement will accrue to, or be enforceable against, CPFL in its personal capacity.

CPFL is not required to satisfy any liability arising under or in respect of this agreement out of any funds, property or assets other than the extent to which it is entitled to and does actually obtain an indemnity from the responsible entity of the Trust or the assets of the Trust. However, this does not apply to the extent that the right of CPFL to be indemnified by the responsible entity of the Trust or from the assets of the Trust has been reduced by reason of fraud, negligence or wilful default by CPFL in the performance of CPFL's duties as responsible entity of the Trust.

If any party to this agreement other than CPFL does not recover all money owing to it in under this agreement it may not seek to recover the shortfall by bringing proceedings against CPFL in its personal capacity or applying to have CPFL wound up or proving in the winding up of CPFL except for cases of fraud, breach of a Purchaser’s warranty or wilful default.

CPFL is not obliged to do or refrain from doing anything under this agreement (including incurring any liability) unless its liability is limited in the same manner as set out in this clause.

OFAC AND AML

None of the Purchaser, its respective subsidiaries (if any), directors or officers, or to the best of the Purchaser’s knowledge any agent, employee, affiliate or person acting on behalf of the Purchaser or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is, targeted by or the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or by the U.S. Department of State, or any sanctions imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the United Nations Security Council, Her Majesty’s Treasury or any other relevant governmental entity (collectively, the “Sanctions”) and is not engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, the Iran Threat Reduction and Syria Human Rights Act, or any applicable executive order; the Purchaser will not directly or indirectly use the proceeds from the sale, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person for the purpose of funding or facilitating any activities or business or transactions in Cuba, Iran, Syria, Sudan, North Korea, or any other country sanctioned by OFAC or for the purpose of funding any operations or financing any investments in, or make any payments to, any Person targeted by or subject to any Sanctions; the use of proceeds will be in compliance with and will not result in the breach by any Person of the Sanctions; and the Purchaser further covenants not to engage, directly or indirectly, in any other activities that would result in a violation of Sanctions by any Person (including the Lenders).

Without limiting 24(a) (“OFAC and AML”) the operations of the Purchaser and its subsidiaries are and have been conducted at all times in compliance with applicable anti-money laundering statutes of all jurisdictions, including, without limitation, all U.S. anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Purchaser or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Purchaser, threatened.

The Purchaser, its subsidiaries, any director, officer, agent, employee, affiliate or other person acting on behalf of the Purchaser or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, as amended, and the rules and regulations thereunder, including, without limitation, using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful payment to any foreign or domestic government official or employee from corporate funds, and making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Rent Shortfall Guarantee

The Vendor must pay the Rent Shortfall Payment in respect of the Rental Shortfall Vacant Tenancies and Negotiated Leases for each Payment Period during the Rent Shortfall Guarantee Period to the Purchaser in accordance with this clause 25.

At the end of each Payment Period, the Purchaser must give the Vendor:

in respect of any Rental Shortfall Vacant Tenancy , the Purchaser’s calculation of the Rent Shortfall Payment for that Payment Period, including documents and other evidence reasonably necessary to substantiate the Purchaser’s calculation; and

a tax invoice for the amount of the Rent Shortfall Payment being claimed.

Within 5 Business Days of receipt of a claim from the Purchaser under clause 25.1(b), the Vendor must either:

issue a written direction to the Vendor’s Solicitors to pay the amount claimed from the Retention Amount to the Purchaser; or

give notice to the Purchaser that it disagrees with the Purchaser’s calculation or has not been provided with sufficient details to verify the calculation.

If the Vendor gives a notice under clause 25.1(c)(2), the Vendor and the Purchaser must meet in good faith to determine the amount of the Rent Shortfall Payment payable to the Purchaser for the relevant Payment Period.

If the Vendor does not give a notice under clause 25.1(c) within the time required, the Vendor is deemed to have accepted the Purchaser's claim and the purchaser and the Vendor’s Solicitors are automatically authorised to pay the amount claimed from the Retention Amount to the Purchaser without further direction or authority, on demand by the Purchaser

The Purchaser must use all reasonable endeavours throughout the Rental Shortfall Guarantee Period to source and secure tenants to enter into leases on reasonable market terms (including market incentive) for each Rental Shortfall Vacant Tenancy as soon as practicable after Completion. This clause 25.2(a) does not apply to any Rental Shortfall Vacant Tenancy which is either the subject of a new lease that has not commenced or is on Completion occupied by the relevant Tenant.

Where the Purchaser secures a tenant to enter into a lease for a Rental Shortfall Vacant Tenancy or where in relation to a Rental Shortfall Vacant Tenancy a Tenant is paying Rent, the Vendor’s liability to pay the Rent Shortfall Payment will:

in circumstances where the Effective Rent under the lease is less than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be reduced by the Effective Rent secured under the lease for that Rental Shortfall Vacancy Tenancy; and

in circumstances where the Effective Rent under the lease is equal to or greater than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be extinguished and no Rent Shortfall Payment will be payable by the Vendor.

Where a Negotiated Lease is not executed by all parties by Completion the Rent Shortfall Guarantee Period for that Negotiated Lease will be 18 months from Completion. The Vendor and Purchaser acknowledge and agree that:

the Vendor will be responsible for continuing to manage, negotiate and procure the execution of each Negotiated Lease following Completion for a period of 1 month after Completion after which the Purchaser shall be entitled to and responsible for undertaking all dealings with the proposed tenant

the Vendor must consult with the Purchaser and keep the Purchaser informed in relation to all matters relating to the Negotiated Lease;

the Purchaser shall not be obliged to enter into any lease or other arrangement with any proposed tenant under a Negotiated Lease except in accordance with the commercial terms set out in the relevant heads of agreement and draft tenancy documents disclosed by the Vendor to the Purchaser prior to the date of this agreement in respect of the relevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and

subject to compliance with clause 25.3(a)(3), the Purchaser will execute any lease or other arrangement with the proper tenant under a Negotiated Lease and the Purchaser will be responsible for all incentives payable under those documents.

Any:

Incentive payable under each Negotiated Lease;

leasing fees payable to any leasing agent engaged by the Vendor in connection with each Negotiated Lease, known as at the Date for Completion; and

legal fees payable under each Negotiated Lease,

To the extent that any amount is not known or cannot be reasonably ascertained prior to Completion:

the Purchaser's reasonable estimate of the amount will in addition to the Retention Amount, be retained from the Balance Sale Price and held by the Vendor’s Solicitors in accordance with clause 26; and

the parties will within 21 days after Completion, use reasonable endeavours to agree on the relevant amount and failing agreement, the dispute is to be resolved by suitably qualified expert appointed by the parties. If the parties cannot agree on an expert to be appointed, either party may apply to the Australian Property Institute (NSW division) to appoint a suitably qualified expert to determine the dispute.

The Purchaser must report and keep the Vendor regularly informed during the Rent Shortfall Guarantee Period of the activities undertaken by it to source and secure tenants to enter into leases for each Rental Shortfall Vacant Tenancy.

The Vendor must report and keep the Purchaser fully informed of the progress of the Negotiated Leases under clause 25.3.

Retention Amount

The Retention Amount will be the aggregate of all of the Rent Shortfall Payments payable during the Rent Shortfall Guarantee Period.

The Vendor and the Purchaser irrevocably authorise the Vendor’s Solicitors to release the Retention Amount (or any part thereof) from its trust account and to:

pay any Rent Shortfall Payment claimed by the Purchaser and approved by the Vendor (or deemed to be approved) under clause 25.1 from the Retention Amount; and

refund to the Vendor:

any residual part of the Retention Amount in respect to any Rental Shortfall Vacant Tenancy following a tenant being secured to enter into a lease for that Rental Shortfall Vacant Tenancy under clauses 25.2 or 25.3; and

any residual amount remaining at the end of the Rent Shortfall Guarantee Period after all Purchaser claims have been determined and paid.

The Vendor’s Solicitors are authorised to invest the Retention Amount on an at call basis with any bank, building society or credit union permitted by law for the investment of trust monies. The Vendor will be entitled to all interest accrued on the Retention Amount.

The Vendor and the Purchaser jointly and severally indemnify the Vendor’s Solicitors and agree to keep the Vendor’s Solicitors indemnified for any liabilities, losses, costs, expenses or damages which the Vendor’s Solicitors may sustain or incur in any way under or in relation to the Retention Amount, including but not limited to, liabilities, costs (including legal costs) or expenses arising as a result of a dispute between the parties as to the ownership of any part of the Retention Amount.