Ref: RG/DE MIRV11193-9070262 9503423/2

© Corrs Chambers Westgarth

Contract of Sale [5 September 2013 revision]

Stage 8 (land only), Harcrest, 525 Stud Road,

Wantirna South

Lot No.: on proposed Plan of Subdivision No. PS705529Y

Important notices to Purchasers of ‘Off the Plan’ Properties

• The Purchaser may negotiate with the Vendor about the amount of the deposit moneys payable under the contract, up to 10 per cent of the purchase price.

• A substantial period of time may elapse between the day on which the Purchaser signs the contract of sale and the day on which the Purchaser becomes the registered proprietor of the lot.

• The value of the lot may change between the day on which the Purchaser signs the contract for the sale of that lot and the day on which the Purchaser becomes the registered proprietor.

9503423/2 page i

Form 2

Estate Agents Act 1980

CONTRACT OF SALE OF REAL ESTATE

IMPORTANT NOTICE TO PURCHASER

Cooling-off period Section 31 Sale of Land Act 1962

If none of the exceptions listed below applies to you, you may end this contract within 3 clear business

days of the day that you sign the contract.

To end this contract within this time, you must either give the vendor or the vendor’s agent written notice

that you are ending the contract or leave the notice at the address of the vendor or the vendor’s agent.

If you end the contract in this way, you are entitled to a refund of all of the money you paid EXCEPT for

$100 or 0.2% of the purchase price (whichever is more).

EXCEPTIONS - The 3 day cooling-off period does not apply if-

• You bought the property at or within 3 clear business days before or after a publicly advertised auction

• You received independent advice from a solicitor before signing the contract

• The property is used mainly for industrial or commercial purposes

• The property is more than 20 hectares in size and is used mainly for farming

• You previously signed a similar contract for the same property

• You are an estate agent or a corporate body

The conditions of this contract are contained in the attached-

Particulars of Sale, and

Schedule, and

General Conditions, and

Special Conditions (if any).

The vendor sells and the purchaser buys both the property and the chattels for the price and upon the

conditions set out in this contract.

The Vendor’s Statement required by section 32(1) of the Sale of Land Act 1962 is attached to, and

included in, this contract.

Where the signature of any party to this contract is secured by an agent, the parties acknowledge being

given a copy of this contract by the agent at the time of signing.

DO NOT SIGN HERE - SEE THE EXECUTION PAGE LATER IN THIS CONTRACT

Vendor

DO NOT SIGN HERE - SEE THE EXECUTION PAGE LATER IN THIS CONTRACT

Purchaser

9503423/2 page ii

GENERAL CONDITIONS (GC)

Encumbrances

1.1 The purchaser buys the property and the chattels subject to the encumbrances shown in Item 1 of the Schedule.

1.2 If the purchaser is taking over an existing mortgage-

(a) the purchaser assumes liability for the mortgage

(b) the price is satisfied to the extent of any mortgage money owing at the settlement date, and

(c) the vendor must treat any payment made by the purchaser under the mortgage as a payment made to the vendor under this contract.

Loss or Damage Before Settlement

2.1 The vendor carries the risk of loss or damage to the property and the chattels until settlement.

2.2 The vendor must deliver the property and the chattels to the purchaser at settlement date in their present condition (fair wear and tear excepted).

2.3 If any chattel is not in its present condition (fair wear and tear excepted) at settlement, the purchaser is only entitled to compensation from the vendor.

Finance

3 This contract is subject to the lender approving the loan on the security of the property by the approval date or any later approval date allowed by the vendor. The purchaser may end the contract if the loan is not approved by the approval date only if the purchaser-

(a) has made immediate application for the loan

(b) has done everything reasonably required to obtain approval of the loan

(c) serves written notice ending the contract on the vendor on or before 2 business days after the approval date, and

(d) is not in default under any other condition of this contract when the notice is given.

All money must be immediately refunded to the purchaser if the contract is ended.

Terms Contracts

4 If this is a “terms contract” as defined in section 2(1) of the Sale of Land Act 1962, then-

(a) the vendor must arrange the discharge of any mortgage affecting the land by the settlement date

(b) all money payable under the contract must be paid to a duly qualified legal practitioner or a licensed estate agent to be applied towards discharging the mortgage

(c) the purchaser must pay interest to the vendor from the settlement date upon the balance outstanding at the rate, on the days, and with the adjustments set out in Item 2 of the Schedule

(d) the vendor must apply instalments under this contract first to pay interest and then to reduce the balance owing.

Nominee

5 If the contract says that the property is sold to a named purchaser “and/or nominee” (or similar words), the named purchaser may, at least 14 days before settlement date, nominate a substitute or additional purchaser, but the named purchaser remains personally liable for the due performance of all the purchaser’s obligations under this contract.

Payment

6.1 The purchaser must pay all money (except the deposit) to the vendor, the vendor’s solicitor or at the direction of the vendor.

6.2 The purchaser must pay the deposit-

9503423/2 page iii

(a) to the vendor’s estate agent or, if there is no estate agent, to the vendor’s solicitor, or

(b) if the vendor directs, into a special purpose banking account specified by the vendor in the joint names of the purchaser and the vendor.

6.3 If the land sold is a lot on an unregistered plan of subdivision then the deposit-

(a) must not exceed 10% of the price, and

(b) must be paid-

(i) to the vendor’s solicitor or estate agent to be held by the solicitor or estate agent on trust for the purchaser, or

(ii) if the vendor directs, into a special purpose banking account in Victoria specified by the vendor in the joint names of the purchaser and the vendor-

until the registration of the plan.

Breach

7 A party who breaches this contract must pay to the other party on demand-

(a) compensation for any reasonably foreseeable loss to the other party resulting from the breach, and

(b) any interest due under this contract as a result of the breach.

Time

8 If the time for performing any action expires on a Saturday, Sunday or bank holiday, then time is extended until the next business day.

General Conditions in Legislation

9.1 The general conditions in Table A of the Seventh Schedule of the Transfer of Land Act 1958 apply if the land is under the operation of that Act.

9.2 The general conditions in the Third Schedule of the Property Law Act 1958 apply if the land is not under the operation of the Transfer of Land Act 1958.

9.3 General Condition 9 in Table A or in the Third Schedule applies as if its second last sentence ended with the additional words, “as a resident Australia beneficial owner of the land”.

Conflict Between Conditions

10 In case of a conflict between the conditions the order of priority is-

(a) any special conditions in this contract

(b) general conditions in this contract

(c) general conditions in legislation.

Conditions

11 These conditions prevail over the conditions in any earlier contract and any requisitions and answers properly made and given under that contract are deemed to be requisitions and answers properly made and given under this contract.

Service

12 Any document served by post is deemed to be served on the next business day after posting unless proved otherwise.

Transfer and Settlement

13.1 The purchaser must provide the instrument of transfer required by General Condition 12 of Table A, or the assurance required by the Third Schedule (as the case may be), to the vendor or the vendor’s solicitor at least 10 days prior to the settlement date.

13.2 The vendor must pay the bank fees on all bank cheques exceeding 3 that are required by the vendor for settlement

9503423/2 page iv

Particulars of sale

Vendor’s

Estate Agent

Mirvac Real Estate Pty Ltd

of Level 5, Q3, 6 Riverside Quay, Southbank, Victoria 3006

ACN 003 342 452

E-mail: Phone: Fax:

Ref:

Vendor’s

Solicitor

Corrs Chambers Westgarth

of Bourke Place, 600 Bourke Street, Melbourne, Victoria 3000

ABN 89 690 832 091

E-mail:

katherine.hogan@corrs.com.au

Phone:

9672 3348

Fax: 9672 3010

Ref: RG/KH 9070262

Purchaser’s

Solicitor

of

ABN

E-mail: Phone: Fax:

Ref:

Vendor The Trust Company Limited as custodian and agent for the

Mirvac Wholesale Residential Development Partnership Trust

of Level 26, 60 Margaret Street, Sydney, New South Wales 2000

ACN 004 027 749

Purchaser

of

ABN

E-mail:

Phone:

Mobile:

Ref: Fax:

Purchaser’s

FIRB

Declaration

Foreign Acquisition and Takeovers Act 1975 (Cth) applied

Yes No

9503423/2 page v

Land Lot _________ on proposed plan of subdivision no. PS705529Y being part of the land in

certificate of title volume 11406 folio 807

Property

Address the Land together with any Improvements known as

Lot _________, Stage 8, Harcrest, 525 Stud Road, Wantirna South, Victoria 3152

Chattels Nil

Price $ including GST

Deposit

(10% of Price)

$

The Purchaser will pay:

□ *the whole of the Deposit on the Day of Sale

□ *$ on the Day of Sale and the balance within 5 Business Days

*strike out whichever is inapplicable

Balance $ including GST

Payment of

Balance

10 Business Days after the date on which the Vendor’s Solicitor serves notice on the

Purchaser or the Purchaser’s Solicitor that the Plan of Subdivision has been registered by

the Registrar of Titles.

Bank

Guarantee

The Purchaser will pay the Deposit by:

□ *paying the whole of the Deposit by cash or cheque

□ *securing the whole Deposit by Bank Guarantee or Deposit Bond

□ *paying part of the Deposit by cash or cheque, and securing the remainder of the

Deposit by Bank Guarantee or Deposit Bond

*strike out whichever is inapplicable

Settlement

Date

is the date upon which vacant possession of the Property must be provided, namely, upon

acceptance of title and payment of the consideration then due to the Vendor under this

Contract.

Day of Sale is the date of this contract namely

Builder

9503423/2 page vi

Schedule

ITEM 1 (GC1) Encumbrances

(1) any easements, covenants or other like restrictions disclosed in the

Vendor's Statement (including the Restriction), but excluding any

mortgage;

(2) the reservations, exceptions and conditions contained in the relevant

Crown Grant.

(3) any easements, covenants or other like restrictions created after the

Day of Sale or created or reserved in the instrument of transfer, or

otherwise as contemplated by special condition 3.1;

(4) the access rights referred to in special condition 16;

(5) any encumbrance created by section 98 of the Transfer of Land Act

1958 (Vic) or section 24 of the Subdivision Act 1988 (Vic);

(6) the Section 173 Agreements; and

(7) any other encumbrances or restrictions created after the Day of Sale

as contemplated in the special conditions.

ITEM 2 (GC 4) Not applicable.

SPECIAL CONDITIONS ATTACHED

9503423/2 page vii

Signing page

Signed by the Vendor

Signed sealed and delivered on

behalf of The Trust Company

Limited by its attorneys

and

under a Power of Attorney dated 5

July 2012 who declares that they

have not received any notice of the

revocation of that Power of Attorney in

the presence of

←

←

Signature of Witness

Signature of Attorney

Name of Witness (print) Name of Attorney (print)

←

←

Signature of Attorney

Name of Attorney (print)

Execution by Purchaser – if an individual(s)

Executed by )

)

))

)

in the presence of:

�

�

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

Witness

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

Signature of Purchaser

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

Name of Witness (print)

9503423/2 page viii

Executed by )

)

)

)

in the presence of:

�

�

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

Witness

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

Signature of Purchaser

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

Name of Witness (print)

Execution by Purchaser – if a company with more than one director

Executed by )

)

)

)

)

in accordance with section 127(1) of the

Corporations Act 2001 (Cth)

�

�

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

Company Secretary/Director

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

Director

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

Name of Company Secretary/Director

(print)

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

Name of Director (print)

Execution by Purchaser – if a company with a sole director and sole company secretary

Executed by )

)

)

)

in accordance with section 127(1) of the

Corporations Act 2001 (Cth)

�

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

Sole Director and Sole Company

Secretary

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

Name of Sole Director and Sole

Company Secretary (print)

9503423/2 page ix

Execution by Purchaser – pursuant to an unregistered power of attorney

Signed by ) ) ) ) ) ) ) ) ) ) )

by the party’s attorney pursuant to a power of attorney dated

who states that he or she has received no notice of the revocation of the power of attorney in the presence of:

� �

........................................................... Witness

........................................................... Signature of Attorney

........................................................... Name of Witness (print)

........................................................... Name of Attorney (print)

9503423/2 page 1

Agreed terms

1 Condition to settlement 1.1 Settlement of this Contract is subject to the condition subsequent that the Plan of

Subdivision is registered by the Registrar of Titles before the end of the Registration

Period.

1.2 If the Plan of Subdivision is not registered before the end of the Registration Period,

either the Vendor or the Purchaser may, at any time after the end of the Registration

Period but only before the Plan of Subdivision is registered, terminate this Contract by

written notice served on the other.

1.3 If this Contract is terminated under special conditions 1.2:

(a) any money paid by the Purchaser on account of the Price will be refunded to the

Purchaser (less all proper bank and government charges, fees and taxes); or

(b) any Bank Guarantee or Deposit Bond accepted by the Vendor under special

condition 12 will be returned to the Purchaser or the Bank Guarantor or Deposit

Bond Issuer for cancellation,

and the Purchaser will not be entitled to any compensation from the Vendor in respect

of any losses, costs, fees or other expenses paid or incurred by the Purchaser in

relation to this Contract.

1.4 Subject to the Purchaser's rights under the Sale of Land Act 1962 (Vic) and under

special conditions 1.2, the Purchaser agrees not to make any objection, requisition or

claim because of anything connected with registration of or failure to obtain registration

of the Plan of Subdivision.

2 Matters to which Land is subject 2.1 The Purchaser buys the Land subject to:

(a) the encumbrances described in Item 1 of the Schedule, including those that may

be created or come into existence after the Day of Sale as contemplated by any

paragraph of Item 1 of the Schedule;

(b) the provisions of the Subdivision Act 1988 (Vic), including any easements

(whether express or implied) affecting the Land by virtue of that Act or registration

of the Plan of Subdivision;

(c) any restrictions imposed on the Land by:

(i) any Act, order, regulation, by-law or Planning Scheme affecting the Land;

or

(ii) any governmental, semi-governmental or judicial entity; and

(d) any easement or other right held or claimed by any statutory authority or supply

authority or company.

9503423/2 page 2

3 Vendor's rights to create further encumbrances and restrictions

3.1 The Purchaser acknowledges and agrees:

(a) that the Vendor may be required to:

(i) enter into leases with statutory authorities, supply authorities or companies

or other entities; and

(ii) create easements, enter licences, enter covenants and grant or create

other like rights or restrictions (including, without limitation, positive

covenants under agreements pursuant to section 173 of the Planning and

Environment Act 1987 (Vic) or pursuant to section 148 of the Water Act

1958 (Vic)),

to ensure the provision of services to the Property or other lots on the Plan of

Subdivision, or to enable certification or registration of the Plan of Subdivision, or

otherwise in connection with the Vendor’s development of the Site;

(b) that the Vendor may require the Purchaser to create in the instrument of transfer

of the Land, easements or covenants which burden the Land, which the Vendor

(acting reasonably) considers necessary for the development and proper

functioning of the Site; and

(c) if, for any reason, the Restrictions cannot be registered, the Purchaser must

create a restrictive covenant in the instrument of transfer of the Land on the same

terms as the Restrictions.

3.2 Subject to the Purchaser's rights under the Sale of Land Act 1962 (Vic), the Purchaser

must not make any objection, requisition or claim, nor rescind, terminate or delay

Settlement because of anything contemplated by special condition 3.1.

4 Plan of Subdivision and identity of Land 4.1 The Vendor may make any amendments and alterations to the Plan of Subdivision

which are necessary to obtain the certification or registration of the Plan of Subdivision

or which the Vendor considers reasonably necessary.

4.2 The Vendor shall notify the Purchaser of any amendment or alteration to the Plan of

Subdivision in accordance with the requirements of the Sale of Land Act 1962 (Vic).

4.3 Subject to the Purchaser's rights under of the Sale of Land Act 1962 (Vic), the

Purchaser must not make any objection, requisition or claim, nor rescind, terminate or

delay completion of this Contract because of:

(a) any amendment or alteration to the Plan of Subdivision which does not materially

and detrimentally affect the Purchaser;

(b) any alleged misdescription of the Land or deficiency in its area or measurements;

(c) any re-numbering of lots on the Plan of Subdivision;

(d) any consolidation of lots on the Plan of Subdivision; or

(e) any matter or thing or intention of the Vendor disclosed or referred to in this

Contract,

nor shall the Purchaser call upon the Vendor to amend title or pay all or any part of the

9503423/2 page 3

cost of doing so and condition 3 of Table A does not apply to this Contract.

5 Location of easements and natural surface levels 5.1 The Purchaser agrees that section 10(1) of the Sale of Land Act 1962 (Vic) will not

apply in respect of the final location of any easements shown on the Plan of

Subdivision.

5.2 For the purposes of section 9AB of the Sale of Land Act 1962 (Vic), the Purchaser

acknowledges and agrees that:

(a) the Vendor or Builder may carry out works that will affect the natural surface level

of the land in the Plan of Subdivision including:

(i) excavation works relating to the foundations of the dwellings and laying of

concrete slabs;

(ii) roadworks and drainage works;

(iii) landfill works; and

(iv) construction of retaining walls,

as set out in the engineering plans included in the Vendor’s Statement as

amended from time to time;

(b) the Vendor may, or may be directed by the municipal authority or a public

authority to, carry out works which will affect the natural surface levels of the Land

or the balance of the land in the Plan of Subdivision after the Day of Sale and,

subject to the Purchaser’s rights under the Sale of Land Act 1962 (Vic), the

Purchaser must not make any objection, requisition or claim nor delay completion

of this Contract because any such works are carried out; and

(c) in subdividing and constructing dwellings on the balance of the Site, the Vendor

or a Builder may carry out works which will affect the natural surface level of that

land.

5.3 The Purchaser must not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by special condition 5.2.

6 Title to issue 6.1 If, on the Settlement Date, the certificate of title for the Land:

(a) has not issued; or

(b) is not available from the Land Registry,

the Purchaser must accept an order to register the instrument of transfer of the Land

endorsed on that instrument by the Vendor.

6.2 If, after the Settlement Date, the certificate of title for the Land is issued from the Land

Registry to the Vendor, the Vendor will arrange for the certificate of title to be delivered

to the Purchaser’s Solicitor.

9503423/2 page 4

7 Adjustments 7.1 For the purposes of condition 9 of Table A:

(a) where separate assessments have not been issued in relation to the Property,

outgoings for which there are no separate assessments will be apportioned to the

Property on the basis of the area of the Property as a proportion of the area of all

of the land the subject of the assessment; and

(b) where land tax has been assessed but:

(i) is not due at the Settlement Date, the Purchaser agrees that:

(A) the Vendor will not be obligated to pay the amount of the

assessment until it is due; and

(B) the Purchaser will proceed with Settlement notwithstanding that

the land tax assessed has not been paid by the Vendor; and

(ii) where the land tax has been assessed and is due prior to the Settlement

Date, the Purchaser must accept evidence of payment of an assessment

which includes the Property, as proof of the Vendor having discharged its

obligation to pay land tax for the Property.

7.2 Without limiting special condition 8.3, if at any time prior to the Day of Sale of the

Settlement Date the Vendor has paid, is required to pay or becomes liable for a

contribution towards the construction of a boundary fence between the Property and

any neighbouring property, an adjustment must be made at settlement in favour of the

Vendor for this amount.

8 Statutory obligations, notices and inspection of the Property

8.1 The Purchaser acknowledges that:

(a) prior to execution of this Contract and any document relating to this sale, the

Purchaser received a statement in writing under section 32 of the Sale of Land

Act 1962 (Vic) from the Vendor; and

(b) at the time of signing this Contract, the Purchaser received a copy of this

Contract.

8.2 Subject to special condition 8.3, condition 15 of Table A will not apply to this Contract

and the Purchaser will only assume liability for compliance with any notices or orders

relating to the Property which are made or issued after the Settlement Date.

8.3 Condition 15 of Table A applies with respect to any notices or orders relating to the

Property and referring to either:

(a) apportionable outgoings; or

(b) fencing of the Property or neighbouring properties.

8.4 In accordance with condition 15 of Table A, the Purchaser may inspect the condition of

the Property at any reasonable time during the period of seven (7) days preceding the

Settlement Date, but not more than once (Pre-settlement Inspection), and on the

condition that in exercising its rights under this special condition 8.4, the Purchaser:

(a) must be accompanied by a customer relations consultant of the Vendor;

9503423/2 page 5

(b) must give reasonable prior notice to the Vendor of its wish to undertake a Pre-

settlement Inspection; and

(c) acknowledges that failure to undertake a Pre-settlement Inspection must not, in

any way, delay Settlement.

8.5 The Purchaser acknowledges that it:

(a) may not be able to undertake a Pre-settlement Inspection if, in the Vendor’s

absolute discretion, works at the Site render the Pre-settlement Inspection unsafe

or undesirable;

(b) may be required to undertake a Site induction program before conducting the

Pre-settlement Inspection;

(c) must comply with all reasonable requirements of the Vendor in relation to the Pre-

settlement Inspection including, without limitation, all requirements relating to

occupational health and safety; and

(d) must not make any objection, requisition or claim, nor rescind, terminate or delay

Settlement if, as a result of special condition 8.5(a), 8.5(b) or 8.5(c), the

Purchaser is not able to undertake a Pre-settlement Inspection.

9 Purchaser not to lodge caveat 9.1 The Purchaser must not lodge (nor have lodged on its behalf) nor allow any person

claiming an interest through the Purchaser to lodge any caveat in relation to the Land,

which will delay or prevent registration of the Plan of Subdivision.

9.2 If the Purchaser lodges (or allows to be lodged on the Purchaser’s behalf), or a person

claiming through the Purchaser lodges, a caveat which delays or prevents registration

of the Plan of Subdivision or any other dealing (provided that the dealing is not in

breach of this Contract), the Purchaser must immediately on receipt of written notice

from the Vendor or the Vendor’s Solicitor:

(a) withdraw that caveat or have that caveat withdrawn; or

(b) consent to the registration of the Plan of Subdivision or other dealing at the

Purchaser’s cost.

9.3 If the Purchaser fails to comply with special condition 9.2(a) or 9.2(b) within seven (7)

days of receipt of written notice, the Purchaser irrevocably nominates and appoints the

Vendor’s Solicitor as its attorney to withdraw the caveat or consent to the registration of

the Plan of Subdivision or other dealing (as the case may be).

9.4 Subject to special condition 21, If the Purchaser enters into an agreement of the type

described in special condition 21, that agreement must contain provisions for the benefit

of the Vendor on the same terms as special conditions 9.1, 9.2 and 9.3 (with all

necessary changes).

9.5 The Purchaser agrees to indemnify the Vendor against all claims, damages, losses,

liabilities or proceedings of any nature arising from breach of this special condition 9 by

the Purchaser.

9503423/2 page 6

10 Foreign purchaser 10.1 On the Day of Sale, the Purchaser warrants to the Vendor that the Purchaser’s FIRB

Declaration in the Particulars of Sale is true and correct.

10.2 Where the provisions of the Foreign Acquisitions and Takeovers Act 1975 (Cth) apply to

the Purchaser or the purchase of the Property by the Purchaser, this Contract is

conditional on:

(a) the Treasurer of the Commonwealth of Australia approving the purchase of the

Property by the Purchaser under this Contract (such approval is to be free of any

conditions or subject only to conditions acceptable to the Purchaser acting

reasonably);

(b) the Treasurer of the Commonwealth of Australia becoming precluded from

making an order in respect of the purchase of the Property by the Purchaser

under the Foreign Acquisitions and Takeovers Act 1975 (Cth); or

(c) the Treasurer of the Commonwealth of Australia notifying the Purchaser of there

being no objection to the purchase of the Property by the Purchaser.

10.3 The Purchaser must use its best endeavours to ensure that the conditions referred to in

special condition 10.2 are satisfied as soon as practicable after the Day of Sale.

10.4 The Purchaser must give the Vendor notice in writing immediately upon:

(a) the satisfaction of any of the conditions of special condition 10.2; or

(b) the Purchaser becoming aware that any of the conditions referred to in special

condition 10.2 are incapable of being or will not be satisfied.

10.5 If within 55 days of the Day of Sale (or within such further period as the Vendor may

allow) the Purchaser receives notification from the Treasurer of the Commonwealth of

Australia notifying the Purchaser that approval has not been granted, then:

(a) all money paid by the Purchaser on account of the Price will be refunded to the

Purchaser together with any interest earned (less all proper bank and government

charges, fees and taxes); or

(b) any Bank Guarantee accepted by the Vendor under special condition 12, will be

returned to the Purchaser or the Bank Guarantor for cancellation,

and the Purchaser will not be entitled to any compensation from the Vendor in respect

of any losses, costs, fees or other expenses paid or incurred by the Purchaser in

relation to this Contract.

10.6 If none of the conditions referred to in special condition 10.2 are satisfied within 55 days

from the Day of Sale (or within such further period as the Vendor may allow), then this

Contract shall no longer be subject to the conditions in special condition 10.2 and the

Purchaser shall be bound by this Contract as if this Contract did not contain special

condition 10.

10.7 The Purchaser shall not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by special condition 10.

9503423/2 page 7

11 Deposit and Payment 11.1 The Purchaser must either:

(a) pay the Deposit (or part of it) by cheque to the Vendor’s Solicitor in accordance

with the Particulars of Sale to be held in accordance with General Condition 6.3;

or

(b) provide a Bank Guarantee or Deposit Bond in the amount equal to the Deposit or

that part of the Deposit not paid by cheque, in accordance with special

condition 12.

11.2 In compliance with General Condition 6.3, if the Deposit (or any part of it) is paid by

cheque, the Vendor and the Purchaser authorise the Vendor's Solicitor to invest the

Deposit (or that part of it) in an interest bearing trust account with the Vendor's

Solicitor’s Bank until the earliest to occur of:

(a) Settlement;

(b) release of the Deposit to the Vendor under the provisions of section 27 of the

Sale of Land Act 1962 (Vic); or

(c) termination or rescission of the Contract.

11.3 Any interest earned on the money invested under special condition 11.2 (less all proper

bank and government charges, fees and taxes) will be paid to the Vendor.

11.4 Neither party will make any claim against the Vendor's Solicitor for any taxes deducted

from the interest earned on the money invested under special condition 11.2, because

of failure by that party to give its tax file number to the Vendor's Solicitor’s Bank.

11.5 Neither the Vendor nor the Vendor’s Solicitor is liable to the Purchaser under any

circumstances if withholding tax is deducted from the interest.

12 Bank Guarantee and Deposit Bond 12.1 If the Vendor accepts a Bank Guarantee or Deposit Bond from the Purchaser in lieu of

actual payment of the Deposit or any part of the Deposit, the Purchaser acknowledges

that the delivery of the Bank Guarantee or Deposit Bond to the Vendor's Solicitor within

10 Business Days of the Day of Sale will, to the extent of the amount guaranteed or

undertaken to be paid under the Bank Guarantee or Deposit Bond, be treated as

compliance with the Purchaser’s obligation to pay the Deposit or part of the Deposit (as

the case may be) to the Vendor’s Solicitor.

12.2 Any Bank Guarantee or Deposit Bond delivered to the Vendor’s Solicitor under special

condition 12.1, must be held by the Vendor’s Solicitor on trust for the Purchaser until

registration of the Plan of Subdivision in accordance with section 9AA(1)(a)(i) of the

Sale of Land Act 1962 (Vic).

12.3 The Purchaser must pay the amount stipulated in the Bank Guarantee or Deposit Bond

to the Vendor by unendorsed bank cheque on the Settlement Date, or such other time

as the Vendor is entitled to the Deposit under section 27 of the Sale of Land Act 1962

(Vic). On payment of the amount stipulated in the Bank Guarantee or Deposit Bond,

the Vendor’s Solicitor will return the Bank Guarantee or Deposit Bond to the Purchaser

or to the Bank Guarantor for cancellation by the Bank Guarantor or to the Deposit Bond

Issuer, as the case may be.

9503423/2 page 8

12.4 If the Vendor rescinds or otherwise lawfully terminates this Contract, then to the extent

that the amount has not already been paid to the Vendor’s Solicitor by the Bank

Guarantor or the Deposit Bond Issuer, the Purchaser must immediately pay the Deposit

(or so much of the Deposit as is unpaid) to the Vendor's Solicitor.

12.5 If the Vendor, despite the other provisions of this Contract, accepts a Bank Guarantee

or Deposit Bond with an expiry date that is a date that is before the end of the

Registration Period, or if Settlement has not occurred by the end of the Registration

Period, the Purchaser agrees that on or before the date 20 Business Days prior to the

expiry day of the Bank Guarantee or Deposit Bond, the Purchaser will provide to the

Vendor’s Solicitor a replacement Bank Guarantee or Deposit Bond with an expiry date

at least 30 days after the expiry date of the Registration Period (or such other date

nominated by the Landlord, acting reasonably).

12.6 The Purchaser agrees that, without limiting the Vendor's other remedies, if the

Purchaser fails to comply with special condition 12.5 then:

(a) the Vendor’s Solicitor may call upon the Bank Guarantee or Deposit Bond; and

(b) the Vendor may terminate this Contract by written notice to the Purchaser.

12.7 If at any time the issuer of the Bank Guarantee or Deposit Bond Issuer is not of at least

the Required Rating then, at the request of the Vendor, the Purchaser must serve on

the Vendor’s Solicitor a replacement Bank Guarantee or Deposit Bond, as applicable.

The replacement Bank Guarantee or Deposit Bond must be from an issuer of at least

the Required Rating.

12.8 The obligations of the Purchaser under this special condition 12 are an essential term of

this Contract.

12.9 The Vendor is not obliged to accept a Bank Guarantee or Deposit Bond under special

condition 12.1.

12.10 Pending Settlement or termination or rescission of the Contract occurring, the

Purchaser may not and must not request that the Vendor or the Vendor’s Solicitor

return the Bank Guarantee or Deposit Bond to the Purchaser.

13 Requisitions The Purchaser waives its right to make any requisition or enquiries under this Contract.

Conditions 1 and 2 of Table A do not apply to this Contract.

14 Guarantees and joint purchasers 14.1 If the Purchaser is or includes a corporation that is not listed on the Australian Stock

Exchange:

(a) where that corporation is not a wholly owned subsidiary of a corporation that is

listed on the Australian Stock Exchange, the Purchaser must cause the

Guarantee and Indemnity to be executed by all directors of the purchaser

corporation on the Day of Sale or within such period after the Day of Sale as the

Vendor may allow; or

(b) where that corporation is a wholly owned subsidiary of a corporation listed on the

Australian Stock Exchange, the Purchaser must cause the Guarantee and

9503423/2 page 9

Indemnity to be executed by the listed corporation on the Day of Sale or within

such period after the Day of Sale as the Vendor may allow.

14.2 Despite anything else in this Contract, if there is more than one Purchaser, this Contract

will bind all of them jointly and each of them severally.

15 GST 15.1 The Price is inclusive of GST.

15.2 The parties agree that the margin scheme as referred to in Division 75 of the GST Law,

will not apply to the supply of the Property.

16 Access for post-settlement matters 16.1 The Purchaser acknowledges and agrees that:

(a) not all of the lots on the Plan of Subdivision may be sold before the Settlement

Date;

(b) the Vendor may conduct marketing activities in or about the land in the Plan of

Subdivision and the Site generally for the marketing of unsold lots on the Plan of

Subdivision and for the marketing of previous (if any) or future developments of

the Site involving, among other things, placing signs and other marketing material

on lots and or dwellings (except the Property, unless the Purchaser agrees

otherwise) and using dwellings for display purposes (Marketing Activities) after

the Settlement Date;

(c) there will be continuing surveying, engineering and construction works on the

land in the Plan of Subdivision, and the balance of the Site (Ongoing Works) and

the Vendor or Builder may need access to the Property to carry out the Ongoing

Works after Settlement Date; and

(d) the Vendor (and its contractors) and the Builder (and its contractors) may:

(i) be obliged to carry out rectification and repair works after the Settlement

Date to dwellings constructed on other lots in the Plan of Subdivision

(Repair Works); and

(ii) be undertaking construction or Repair Works on a lot adjacent to the

Property (Construction Works),

and may need access to the Property to carry out those works.

16.2 The Purchaser grants to the Vendor (and its contractors) and the Builder (and its

contractors) a right to access the Property (but only where reasonably necessary) to

carry out the Ongoing Works and the Repair Works.

16.3 The Purchaser must not make any objection or requisition, or bring any claim or action

against either the Vendor or the Builder as a consequence of anything relating to:

(a) the Ongoing Works, Repair Works or Construction Works and any access rights

exercised by the Vendor in respect of them and any inconvenience, nuisance,

noise, dust, vibration or loss of amenity that may result from the Ongoing Works,

Repair Works or Construction Works; and

(b) the Marketing Activities and any inconvenience that may result from them.

9503423/2 page 10

16.4 Subject to special condition 21, if the Purchaser enters into an agreement of the type

described in special condition 21.1, that agreement must contain provisions for the

benefit of the Vendor on the same terms as this special condition 16 (with the

necessary changes).

17 Fibre infrastructure 17.1 The Purchaser acknowledges and agrees that:

(a) it is intended that optic fibre infrastructure will be provided to the Property for the

purpose of providing internet and phone services;

(b) Mirvac intends to enter into an agreement with NBN Co Limited ABN 86 136

533 741 for the provision of the optic fibre infrastructure;

(c) the Vendor and Mirvac make no warranties or representations and provide no

guarantee in relation to the availability, specifications, provision or timing for

provision (if applicable) of optic fibre infrastructure;

(d) it has not relied on any warranty or representation made by the Vendor or

Mirvac in relation to availability, provision or timing for provision (if applicable) of

the installation of the optic fibre infrastructure, the capacity or speed of the

internet services available after installation or in relation to the availability or

number of services that the Purchaser may access once connected to the optic

fibre infrastructure and to the full extent permitted by the law, the Purchaser

waives any liability which the Vendor or Mirvac may otherwise have to the

Purchaser in relation to such matters;

(e) to the extent it is made available, optic fibre infrastructure will be provisioned in

the street and the Purchaser must extend it to the Property; and

(f) it is the Purchaser’s sole responsibility to ensure that the Property is designed,

constructed and wired so that it is compatible with the optic fibre infrastructure

and the services provided via that infrastructure.

17.2 The Purchaser acknowledges that there is no intention to:

(a) provide copper telecommunications access to any part of the land in the Plan of

Subdivision; or

(b) install copper telecommunications conduits or apparatus on or in any part of the

land in the Plan of Subdivision.

17.3 The Purchaser will not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by this special condition 17.

17.4 The Vendor will have no liability or obligation in respect of any of the matters

contemplated by this special condition 17.

18 Free to air television and pay TV 18.1 The Purchaser acknowledges and agrees that:

(a) the Purchaser may need to install a television antenna for ‘free to air’ television

or pay TV within or on top of the roof of the Property in compliance with the

Restrictions and Harcrest Design Guidelines;

9503423/2 page 11

(b) all costs associated with access and connection to pay TV are at the

Purchaser’s expense and must be in compliance with the Restrictions;

(c) the availability, provision or timing for provision (if applicable) of a pay TV

service is dependent on third party network providers and is not guaranteed by

the Vendor; and

(d) in relation to any television to be used on the Property, the Purchaser may be

required to:

(i) arrange a technician to re-tune a television;

(ii) for analogue televisions, connect a digital set top box (that suits the

television’s specifications) to each television in the Property;

(iii) purchase additional equipment and arrange a technician to fit the

equipment; or

(iv) purchase a new television,

in order to ensure that the television is compatible with the optic fibre

infrastructure.

18.2 The Purchaser acknowledges and agrees that it is the Purchaser’s sole responsibility to

ensure that the Property is designed, constructed and wired to be compatible with any

optic fibre infrastructure and any other applicable infrastructure and the services

provided by that optic fibre infrastructure, and the Vendor will have no liability or

obligation in respect of any of the matters contemplated by this special condition 18.

19 Capacity 19.1 If the Purchaser:

(a) being an individual:

(i) dies;

(ii) becomes incapable of managing the Purchaser’s affairs; or

(iii) becomes bankrupt; or

(b) being a company:

(i) resolves to go into liquidation;

(ii) has an application for its winding up presented and not withdrawn within 30

days of its presentation;

(iii) enters into any scheme of arrangement with its creditors under the relevant

provisions of the Corporations Act 2001 (Cth) or any similar legislation; or

(iv) has a liquidator, provisional liquidator, receiver, receiver and manager or

administrator appointed,

the Purchaser will be taken to have repudiated its obligations under this Contract and

the Vendor may, without limiting in any way the Vendor's other rights or remedies,

accept such repudiation and rescind this Contract at any time before Settlement in

which case the provisions of conditions 6(3)(b) and 7 of Table A will apply.

9503423/2 page 12

20 Representations, warranties and acknowledgements 20.1 This Contract contains the entire agreement between the parties as at the Day of Sale,

notwithstanding any negotiations or discussions held or documents signed or brochures

produced prior to the Day of Sale.

20.2 The Purchaser acknowledges and agrees that:

(a) in entering into this Contract, the Purchaser has not relied on any warranty or

representation made by or any other conduct of the Vendor, or any person on

behalf of the Vendor, except as expressly set out in this Contract or in legislation;

(b) any plans and specifications, including (without limitation) a master plan of the

Site and multimedia, provided by or discussed with the Vendor prior to entering

into this Contract were indicative only, may not be relied upon by the Purchaser

and are subject to change (in the Vendor’s absolute discretion) without prior

notice to the Purchaser;

(c) the Purchaser has had sufficient opportunity to carry out appropriate due

diligence and otherwise satisfy itself in all respects in relation to the Property;

(d) notwithstanding that the Purchaser has not inspected the Land or the Site prior to

the Day of Sale, it is relying entirely upon its own enquiries with respect to:

(i) the fitness or suitability for any particular purpose of the Property;

(ii) the Purchaser’s obligations and rights under this Contract;

(iii) the value and any financial return the Purchaser may make from the

Property;

(iv) all other matters which relate to or are incidental to the Purchase of the

Property,

and the Purchaser has fully satisfied itself in respect of all such matters prior to

the Day of Sale.

(e) The Purchaser waives its rights and releases the Vendor to the full extent

permitted by law from all actions, claims and liabilities that it may have against the

Vendor in relation to the matters set out in this special condition 20.

(f) The Purchaser must not make any objection, requisition or claim, nor rescind,

terminate or delay Settlement because of anything contemplated by this special

condition 20.

21 Restriction on Further Sale 21.1 Subject to special condition 21.3, unless the Purchaser has obtained the prior written

approval of the Vendor (which approval may be given or withheld in the Vendor’s

absolute discretion), the Purchaser must not Sell or otherwise dispose of the Property:

(a) before Settlement; or

(b) before issue of a Certificate of Occupancy for the dwelling on the Property and

satisfaction of all requirements of special condition 27.1,

and in the case that the Vendor’s prior approval has been obtained, the Purchaser must

only permit a Sale in circumstances where the requirements of special condition 21.2

are satisfied.

9503423/2 page 13

21.2 The Purchaser must procure the new purchaser to prepare and deliver to the Vendor a

deed under which the new purchaser:

(a) agrees to be bound by and comply with special conditions 8.4, 9, 16, 27, 29, 32,

34, 35.1, 37, 38, 40, 41, 45 and 48.6 in place of the outgoing Purchaser; and

(b) agrees to procure any subsequent purchaser to comply with this special condition

21.

21.3 Unless the Purchaser has completed construction of a dwelling on the Property, the

Purchaser must not Sell the Property after the Settlement Date except where:

(a) the transferee is a Relative of the Purchaser; or

(b) the Purchaser has provided full details of the Purchaser’s financial position or

other relevant circumstances to the Vendor and the Vendor, acting reasonably,

agrees in writing either that a Sale of the Property is reasonable and appropriate

in the circumstances or that to prevent that Sale would cause unjustifiable

hardship to the Purchaser,

and in each such case:

(c) the Purchaser has complied with special conditions 21.1 and 21.2.

21.4 The Vendor acknowledges that for the purposes of special condition 21.3(b) it would

cause unjustifiable hardship to the Purchaser if the Vendor refused to grant consent

where:

(a) the Purchaser is in default under a mortgage, registered in respect of the

Property, for three consecutive months; and

(b) the mortgagee has commenced action to enforce the mortgage.

21.5 The parties acknowledge and agree that:

(a) nothing in this special condition precludes a mortgagee from entering into

possession of the Property and exercising its power of sale in accordance with

the provisions of a mortgage provided that the mortgagee complies with this

special condition 21; and

(b) the Purchaser must bring this special condition 21 to any mortgagee’s attention

before granting a mortgage over the Property.

21.6 The Purchaser agrees to keep the Vendor indemnified against all claims incurred by the

Vendor and arising in respect of the matters set out in this special condition 21

(including failure by the Purchaser to comply with this special condition).

22 Nominee 22.1 This special condition 22 applies if the contract says that the property is sold to the

Purchaser “and/or nominee” (or similar words).

22.2 If the Purchaser is in default under this contract, the Purchaser may only nominate a

substitute or additional purchaser if the Purchaser obtains the Vendor’s prior written

consent (which consent may be withheld in the Vendor’s absolute discretion) and

provided that the Purchaser complies with special condition 22.3.

22.3 Subject to special condition 22.2, if the Purchaser wishes to nominate a substitute or

additional purchaser, it must deliver to the Vendor’s Solicitor at least 14 days before the

Settlement Date:

9503423/2 page 14

(a) a nomination notice in a form required by the Vendor in its absolute discretion,

executed by the nominee or additional purchaser and by the Purchaser;

(b) if the nomination notice is executed under a power of attorney, a copy of the

relevant power of attorney;

(c) a copy of the duly signed nominee statutory declaration required by the State

Revenue Office; and

(d) where the nominee purchaser is or includes a company, a Guarantee and

Indemnity executed by the directors of the nominee purchaser in accordance

with special condition,

22.4 The Purchaser may only apply to the Vendor to nominate a substitute or additional

purchaser if the Purchaser strictly complies with this special condition. Any other

purported nomination will not be considered by the Vendor.

22.5 In the case of any nomination, the Purchaser named in this Contract remains personally

liable for the due performance of all the Purchaser’s obligations and is not released of

any liability under this Contract whatsoever.

23 Agent 23.1 The Purchaser warrants that the Purchaser was not introduced to the Vendor or to the

Property by or through the medium of:

(a) a real estate agent; or

(b) an employee of a real estate agent,

other than the Vendor’s sales representative or by a representative of one of the

Display Builders.

24 General Conditions 24.1 General Conditions 1.2, 2.2, 2.3, 3, 4, 5, 6.2, 6.3(b)(ii) and 13.2 do not apply to this

Contract.

24.2 For the purposes of condition 13 of Table A, the term “legal practitioner” will include any

conveyancing company or similar entity appointed to act on behalf of the Purchaser.

24.3 Without affecting any other right, a party who has issued a notice of default or

rescission notice under Table A of the Seventh Schedule of the Transfer of Land Act

1958 (Vic) can, at any time before the expiration of the notice, revoke the notice by

serving a notice of revocation.

25 Privacy Act 25.1 The Purchaser consents to:

(a) the collection of Personal Information;

(b) the use and disclosure by the Vendor of Personal Information for the purposes of:

(i) enabling the Vendor to comply with its obligations under, associated with

and arising in connection with this Contract, including any obligations to any

9503423/2 page 15

third parties, such as the Vendor's financiers or proposed purchasers of the

Site (or part of the Site); or

(ii) facilitating any sale or potential sale or financing or potential financing of the

whole or any part of the Development or the Vendor’s activities.

(c) the disclosure to, and use by, any third party contractors and service providers

engaged by the Vendor of the Personal Information for the purpose of:

(i) enabling the Vendor to comply with and fulfil its obligations under or arising

under or in connection with this Contract; and

(ii) procuring the provision to the Purchaser of products and services

contemplated by this Contract; and

(d) the use and disclosure by the Vendor of Personal Information for the purposes of

enabling the Vendor to enforce its rights under this Contract.

25.2 The Purchaser acknowledges and agrees that:

(a) the Personal Information is held by the Vendor subject to the requirements of the

Privacy Act, and accordingly the Purchaser may request access to that Personal

Information at any time; and

(b) the Purchaser may request that Personal Information be corrected and should do

so by contacting the Privacy Officer.

26 Harcrest Design Documentation 26.1 The Purchaser acknowledges and agrees that:

(a) the Purchaser has read and understood the Memorandum of Common Provisions

and the Harcrest Design Guidelines;

(b) the Memorandum of Common Provisions and the Harcrest Design Guidelines

may be varied after the Day of Sale; and

(c) the Purchaser must not object to or oppose, or procure any other person to object

to or oppose, the Memorandum of Common Provision being lodged with the Land

Registry in accordance with section 91A of the Transfer of Land Act 1958 (Vic).

26.2 The Purchaser acknowledges and agrees that the Vendor may make those changes to

the Memorandum of Common Provisions and the Harcrest Design Guidelines which the

Vendor considers necessary or desirable or as otherwise required by authorities.

26.3 Subject to special condition 26.4, the Purchaser cannot make a claim or requisition, or

rescind or otherwise terminate this Contract in respect of any changes to the

Memorandum of Common Provisions and the Harcrest Design Guidelines.

26.4 Subject to special condition 26.5, if there is any change to the Memorandum of

Common Provisions and the Harcrest Design Guidelines relating to:

(a) the minimum set back of a building so as to increase that set back for the Land;

(b) allowable site coverage on the Land, so as to decrease permissible site coverage

on the Land; or

(c) any other change,

prior to the Settlement, that substantially and detrimentally affects the maximum

permissible habitable floor area of a dwelling that could be constructed on the Land, the

9503423/2 page 16

Vendor must serve a notice on the Purchaser advising of the change, and the

Purchaser can end this Contract but only within 10 Business Days of service of that

notice, and this time is of the essence.

26.5 Despite special condition 26.4, a Purchaser may not end this Contract if the change to

the Memorandum of Common Provisions and/or the Harcrest Design Guidelines has

arisen due to the requirements or preferred changes of any authority, including the

Registrar of Titles.

27 Construction of a dwelling on the Property 27.1 The Purchaser must, in accordance with this special condition:

(a) commence construction of a dwelling on the Property on or before the date 12

months after the Settlement Date;

(b) complete construction of the dwelling on the Property (including, subject to

special condition 31, all landscaping, construction of a driveway and fencing

works) within 12 months of commencing the dwelling works (and in any event

within 24 months after the Settlement Date); and

(c) subject to special condition 31, complete landscaping works to the front of the

Property within 90 days of a Certificate of Occupancy being issued for the

Property.

27.2 If the commencement and completion of construction is delayed due to circumstances

outside of the control of the Purchaser, then the Purchaser may apply in writing to the

Vendor for an extension to the relevant dates in special conditions 27.1(a) and/or

27.1(b). Such extensions may be granted in the Vendor’s absolute discretion.

27.3 The Purchaser must submit all plans and specifications in respect of the works to the

Property to the MDC in accordance with the Harcrest Design Guidelines before the

Purchaser applies for any necessary permits from the local authority or building

surveyor.

27.4 The Purchaser acknowledges and agrees that:

(a) it must comply with the Memorandum of Common Provisions and the Harcrest

Design Guidelines in the form as at the Settlement Date;

(b) failure to comply with this special condition 27 will result in serious consequences,

and such consequences include forfeiture of the Completion Bond or Completion

Bank Guarantee (as the case may be) in accordance with special condition 28

and/or a right by the Vendor to buy back the Property pursuant to the conditions

in special condition 29;

(c) under the terms of the Harcrest Design Guidelines, where any ambiguity or

dispute arises as to their interpretation or meaning, the matter shall be

determined by the MDC whose decision shall be final and binding;

(d) the Purchaser has read and understood the Harcrest Design Guidelines,

Memorandum of Common Provisions and the associated Building Envelope

Plans;

(e) in the event of any inconsistency between the Harcrest Design Guidelines and

the Memorandum of Common Provisions, the Memorandum of Common

Provisions prevail;

9503423/2 page 17

(f) a fee of $200 payable to The Trust Company Limited as custodian for the Mirvac

Wholesale Residential Development Partnership Trust must accompany each

application to the MDC and may be payable more than once when multiple

submissions are required;

(g) the MDC may, but is not obliged to, endorse a development for the Property or

any other property within the Land which varies from the specific requirements of

the Harcrest Design Guidelines provided the general intent of the Harcrest Design

Guidelines are met, in its opinion;

(h) neither the Vendor nor the MDC will be liable to the Purchaser in respect of any

approval given in accordance with special condition 27.4(g) or the failure of the

Vendor or MDC or any other person to enforce the Memorandum of Common

Provisions and/or the Harcrest Design Guidelines;

(i) if an endorsement by the MDC is given with respect to plans for a proposed

dwelling on a lot adjoining or in close proximity to the Property, the MDC may (but

is not obliged to) take those plans into account in assessing whether the design

and construction for the Property comply with the Memorandum of Common

Provisions and/or the Harcrest Design Guidelines; and

(j) a design approval of the Purchaser’s final design drawings and documents by the

MDC does not warrant, imply or in any way suggest that the endorsed

development plans comply with the Planning Scheme or with the Building

Regulations 2006 (Vic) in force at the time of the endorsement or with the

requirements of any other law or authorities.

27.5 The Purchaser must carry out any building works:

(a) in accordance with the terms and conditions of the Memorandum of Common

Provisions and the Harcrest Design Guidelines;

(b) with due diligence; and

(c) in a proper and workmanlike manner.

27.6 The Purchaser acknowledges that adjacent property owners or their builders may need

to obtain access to the Property to carry out or complete building works benefiting

adjacent properties. The Purchaser agrees that it must not unreasonably withhold

consent to an adjacent property owner or their builders obtaining access to the Property

for the purposes of facilitating completion of adjacent building works.

27.7 The Purchaser acknowledges that it may be required to obtain access to an adjacent lot

to carry out or complete building works on the Property, if such building works are on or

near the boundary of the Property. No warranty is given by the Vendor that such rights

will be made available and it is the Purchaser’s sole responsibility to obtain such rights

of access (at its cost).

27.8 Construction of a dwelling to be constructed on the Property is deemed to have

commenced when the footings for the dwelling have been laid.

27.9 If the Purchaser breaches the Purchaser’s obligations imposed under special condition

27.1 or 27.5, the Purchaser agrees that:

(a) damages are an inadequate remedy to the Vendor; and

(b) the Vendor shall be entitled to seek injunctive relief in respect of that breach.

9503423/2 page 18

27.10 The Purchaser acknowledges that it is responsible for complying with the requirements

of the Occupational Health and Safety Act 2004 (Vic) after the Settlement Date in

relation to the Property and the construction of a dwelling on the Property.

28 Completion of a dwelling on the Property 28.1 The Purchaser must on or before the Settlement Date:

(a) pay $10,000 by bank cheque to the Vendor’s Solicitor (Completion Bond); or

(b) provide a Completion Bank Guarantee for an equivalent amount.

28.2 Without limiting the Vendor’s other rights under this Contract, if:

(a) if the Purchaser fails to commence or complete construction of the dwelling in

accordance with special condition 27.1; or

(b) the dwelling does not comply with the Memorandum of Common Provisions

and/or the Harcrest Design Guidelines; or

(a) the Purchaser, its builder, contractors or invitees cause or contribute to any

damage to the Site including to any landscaping, road, footpath, guttering, nature

strip or other dwelling or lot,

the Vendor’s Solicitor may, on 30 days prior notice to the Purchaser, draw on the

Completion Bond or call upon the Completion Bank Guarantee (as the case may be).

28.3 Subject to the Vendor’s rights under special condition 28.2, if the Purchaser has

satisfied all of its obligations under this Contract, (including under special condition

28.4), the Vendor must return the Completion Bond or the Completion Bank Guarantee

(as the case may be) within four (4) months of issue of a Certificate of Occupancy for

the dwelling on the Property.

28.4 The Purchaser grants to the Vendor (and its contractors) and the Builder (and its

contractors) a right to access the Property (where reasonably necessary) at any time

after a Certificate of Occupancy has been issued for the Property, but before the

Vendor returns the Completion Bond or the Completion Bank Guarantee, to inspect the

dwelling and to confirm the Purchaser’s compliance with the provisions of this Contract.

28.5 The Purchaser must not make any objection or requisition, or bring any claim or action

against either the Vendor or the Builder as a consequence of anything relating to the

Vendor’s inspection in accordance with special condition 28.4.

28.6 If the Purchaser provides a Completion Bank Guarantee, special condition 28.7 will

apply.

28.7 If at any time the issuer of the Completion Bank Guarantee is not of at least the

Required Rating then, at the request of the Vendor, the Purchaser must serve on the

Vendor’s Solicitor a replacement Completion Bank Guarantee. The replacement

Completion Bank Guarantee must be from an issuer of at least the Required Rating.

28.8 The Vendor and the Purchaser authorise the Vendor’s Solicitor to invest the Completion

Bond in an interest bearing trust account with the Vendor’s Solicitor’s bank until the

earlier to occur of:

(a) the Vendor (acting reasonably) determining that the Purchaser has completed

construction of the dwelling in accordance with special condition 27.1 and in

compliance with the Memorandum of Common Provisions and the Harcrest

Design Guidelines; or

9503423/2 page 19

(b) the Vendor draws down on the Completion Bond in accordance with special

condition 28.2.

28.9 Any interest earned on the money invested under special condition 28.8(less proper

bank and government charges, fees and taxes) will be paid to the party entitled to the

Completion Bond.

28.10 Neither party shall make any claim against the Vendor's Solicitor for any taxes deducted

from the interest earned on the money invested under special condition 28.8 because of

failure by that party to give its tax file number to the Vendor's Solicitor’s Bank.

28.11 Neither the Vendor nor the Vendor’s Solicitor is liable to the Purchaser under any

circumstances if withholding tax is deducted from the interest.

29 Right to Purchase 29.1 This special condition 29 applies if:

(a) the Purchaser does not commence construction of the dwelling on the Property

on or before the date 12 months after the Settlement Date; or

(b) the Purchaser does not complete construction of the dwelling on the Property

including all landscaping, driveway, and fencing works on or before the date 12

months after commencement of the works (and in any event within 24 months

after the Settlement Date),

(both dates being the Construction Date).

29.2 In consideration of the Vendor agreeing to enter into this Contract, the Purchaser

irrevocably grants to the Vendor an option to buy back the Property from the Purchaser

for an amount determined in accordance with special condition 29.4. The option is

exercisable by the Vendor at any time when the Purchaser is in breach of the

Purchaser’s obligations under special condition 29.1 until construction of a house on the

Property is completed in accordance with this Contract.

29.3 The option may be exercised by the Vendor by giving to the Purchaser or the

Purchaser’s Solicitor a notice signed by the Vendor or the Vendor’s Solicitor stating that

the Vendor is exercising the Vendor’s option under this special condition and stating the

Consideration (which statement is, in the absence of manifest error, conclusive as to

the amount of the Consideration).

29.4 The Consideration is the amount “A” in the formula:

(a) A = B - C

where

A is the Consideration;

B is the current market value of the Property as determined by a valuer

appointed by the Vendor; and

C is the aggregate of:

(i) the stamp duty and registration fee which will be payable by the Vendor on

a transfer of the Property to the Vendor;

(ii) an amount nominated by the Vendor as likely legal fees and agent’s fees

expected on a resale of the Property;

9503423/2 page 20

(iii) the cost of the valuation obtained by the Vendor; and

(iv) all legal and other costs incurred or likely to be incurred by the Vendor in

exercising its rights under this special condition 29.

29.5 The Vendor and the Purchaser agree that in assessing the current market value of the

Property, the Vendor’s valuers must:

(a) disregard the value of any Improvements which do not comply with this Contract,

the Memorandum of Common Provisions and/or the Harcrest Design Guidelines

or any approval or consent issued by any authority;

(b) take into account the cost to the Vendor of converting any Improvements on the

Property to a standard compliant with this Contract, the Memorandum of

Common Provisions and/or the Harcrest Design Guidelines or any approval or

consent issued by any authority;

(c) take into account the cost to the Vendor of:

(i) acquiring the right to use the copyright to the design of the Improvements;

(ii) novating any existing contract entered into by the Purchaser in connection

with the Improvements including settling any outstanding claims or other

penalties in connection with that contract; and

(iii) acquiring warranties in connection with the completed Improvements if

warranties are not available from the contractors who carried out those

works;

(d) have regard to:

(i) the deterioration of the Property which is likely to have occurred between

completion and the date of the transfer of the Property to the Vendor;

(ii) the works which the Vendor is likely to be required to undertake to bring the

Property to a reasonable state of repair;

(iii) costs, charges and expenses incurred by the Vendor in connection with the

sale of the Property to the Purchaser including agent’s commission and

legal costs on an indemnity basis; and

(iv) the rectification of any part of the Improvements which does not comply

with any approval or consent issued by any authority; and

(v) the costs which will be incurred by the Vendor in completing the

Improvements (if the Vendor chooses to do so).

29.6 The current market value attributed to the Property and the Improvements by the valuer

referred to in special conditions 29.4 and 29.5 shall be final and binding on the Vendor

and the Purchaser.

29.7 For the purpose of this special condition, the valuer engaged must not be a Related

Entity of the Vendor or an employee of the Vendor.

29.8 Subject to and without limiting the operation of special condition 21, if the Purchaser

mortgages the Purchaser’s interests in the Property on or before the Construction Date:

(a) the Purchaser must incorporate in the mortgage a condition that any such

mortgagee is bound to comply with all of the obligations of the Purchaser under

special conditions 27 and 29;

9503423/2 page 21

(b) the Purchaser must serve a notice on the Vendor at least 5 Business Days prior

to the date the Purchaser mortgages the Purchaser’s interests in the Property;

(c) the Purchaser must if required by the Vendor procure that the mortgagee enters

into a deed with the Vendor confirming it is bound to comply with the obligations

of the Purchaser under special conditions 27 and 29; and

(d) the provisions of special conditions 27 and 29 must be included in any further

mortgage or other document effecting the mortgage.

29.9 Special conditions 27 and 29 are for the benefit of the Vendor only. The Vendor can

serve a notice or notices on the Purchaser at any time waiving or modifying its rights or

compliance by the Purchaser with specified obligations under special condition 27 or

29.

29.10 The Vendor is entitled at its absolute discretion to serve a notice pursuant to special

condition 29.9. The Purchaser will not be entitled to make a claim against the Vendor

where the Vendor waives or modifies similar rights or obligations of another Purchaser

of a lot in the Plan of Subdivision but the Vendor refuses a request by the Purchaser for

a similar notice under this Contract.

29.11 The Purchaser must provide a copy of this special condition 29 to a mortgagee prior to

the Purchaser signing a mortgage in respect of the Property. The Purchaser agrees to

keep the Vendor indemnified against all claims and in relation to all costs, loss or

damage incurred by the Vendor and arising in respect of the matters set out in this

special condition 29 (including failure by the Purchaser to comply with this special

condition).

30 Owner Builders 30.1 The Purchaser acknowledges that to ensure the Development is completed in a timely

and consistent fashion and in accordance with the Vendor’s usual standards of quality

and design, any dwelling on the Property must be constructed by a registered builder or

under a Major Domestic Building Contract.

30.2 The Purchaser warrants that it will engage a registered builder or will enter into a Major

Domestic Building Contract in relation to the construction of any dwelling on the

Property and that the Purchaser will not commence or carry out any work in a capacity

as an Owner Builder.

31 Landscaping 31.1 If the Purchaser has:

(a) completed construction of a dwelling on the Property in accordance with special

condition 27, the Memorandum of Common Provisions and the Harcrest Design

Guidelines; and

(b) rectified all damage, at its cost and to the satisfaction of the Vendor, that the

Purchaser, its builder, contractors or invitees caused or contributed to on the Site

including to any landscaping, road, footpath, guttering, nature strip or other

dwelling or lot,

but not otherwise, the Purchaser may submit a duly completed application in the form

approved by the Vendor (Landscape Request Form) requesting that the Vendor

9503423/2 page 22

complete the Landscaping to the front of the Property in accordance with special

condition 31.3.

31.2 The Landscape Request Form must be submitted to the Vendor within 120 days of

issue of a Certificate of Occupancy for the dwelling on the Property. The Vendor will

only be obligated to undertake landscaping works provided that:

(a) the driveway for the dwelling of the Property has been completed;

(b) the front of the lot is level and has been prepared for Landscaping (including

removal of debris and excess sand and soil, and leveling and compacting of soil,

to ensure a consistent gradient as reasonably required by the Vendor from time to

time);

(c) construction of retaining walls has been completed if required to ensure the lot is

level as determined by the Vendor in its absolute discretion;

(d) the Purchaser has installed sufficient drainage components (which may include

“ag drains” and pits as required) such that the front of the lot is free draining, as

determined by the Vendor in its absolute discretion;;

(e) if the Purchaser intends to construct any decks, paths or similar, such work has

been completed; and

(f) the Purchaser has rectified all damage, at its cost and to the satisfaction of the

Vendor, that the Purchaser, its builder, contractors or invitees caused or

contributed to on the Site including to any landscaping, road, footpath, guttering,

nature strip or other dwelling or lot;

at the time the Landscape Request Form is received by the Vendor.

31.3 If the Purchaser has not prepared the Property for Landscaping in accordance with

special condition 31.2 to the Vendor’s satisfaction, the Vendor may require the

Purchaser to undertake additional works within 60 days of the Vendor receiving the

Landscape Request Form.

31.4 If the Purchaser does not complete any additional works as required under special

condition 31.3 within 60 days, the Vendor may (acting reasonably) require the

Purchaser to pay the Vendor’s costs for undertaking additional inspections of the

Property.

31.5 Subject to the Purchaser complying with special condition 31.1 and 31.2, the Vendor

will, within 6 months of receiving the Landscape Request Form, or within 6 months after

any additional works required under special condition 31.3 are completed, procure for

the Purchaser good quality landscaping works, including provision and installation of

suitable plants as determined by the Vendor in its absolute discretion (Landscaping)

to the front of the Property.

31.6 The Purchaser acknowledges and accepts that in the case that Landscaping is

procured by the Vendor:

(a) the composition and extent of such Landscaping will be in accordance with the

agreed landscaping plans and will be adjusted to suit specific geometry of the

Property, species availability and suitability at the time and will be at the

discretion of the Vendor;

(b) the Landscaping will be carried out at the direction of the Vendor by a contractor

or contractors nominated by the Vendor; and

9503423/2 page 23

(c) the risk of all Landscaping (including but not limited to theft of plants or

reticulation components, damage to any existing drainage, structures or garden

kerbing and the health of all plants and lawn areas) will be at the sole risk of the

Purchaser from the date that the Landscaping commences.

31.7 The Purchaser grants to the Vendor and its respective contractors a licence to access

the Property for the purposes of completing the Landscaping in accordance with this

special condition 31.

31.8 If the Purchaser does not submit a Landscape Request Form in accordance with

special condition 31.1 or does not comply with special condition 31.2, the Purchaser

must complete the landscaping of the Property in accordance with the Harcrest Design

Guidelines within 90 days of the issue of a Certificate of Occupancy for the dwelling on

the Property.

32 Restriction as to use 32.1 The Purchaser purchases the Property subject to the Restrictions and must comply with

the Restrictions.

32.2 The Vendor and Purchaser acknowledge and agree that:

(a) if the Purchaser fails to comply with all or any of the Restrictions, the Purchaser

grants the Vendor a licence to enter the Property for the purposes of rectifying the

Purchaser’s breach of the relevant Restriction;

(b) if required by the Vendor at the Vendor’s sole discretion, the Purchaser must

promptly pay or reimburse the Vendor on request, the costs incurred by the

Vendor in remedying the Purchaser’s breach of any Restriction; and

(c) the Vendor must not exercise its rights under special condition 32.2(b), unless

and until the Vendor provides the Purchaser with at least 14 days prior written

notice, advising the Purchaser of the particular Restriction that has been

breached and providing the Purchaser with 14 days in which to remedy the

breach of the Restrictions.

32.3 So long as the Vendor is the owner or occupier of any part or parts of the Site:

(a) the Purchaser unconditionally and irrevocably assigns the benefit of the

Purchaser’s right as a benefited lot owner on the Plan of Subdivision to enforce

the Restrictions against other lot owners on the Plan of Subdivision; and

(b) the Purchaser must, if requested by the Vendor, permit the Vendor to exercise

the Purchaser’s rights as a benefited lot owner on the Plan of Subdivision in the

name of the Purchaser. The Purchaser must do all things reasonably required by

the Vendor, at the Vendor’s reasonable cost, to enable the Vendor to exercise the

Purchaser’s rights.

32.4 Subject to special condition 21, if the Purchaser enters into an agreement of the type

described in special condition 21, that agreement must contain provisions for the benefit

of the Vendor on the same terms as this special condition 32 (with the necessary

changes).

9503423/2 page 24

33 Display home restriction The Purchaser must not use the Property as a display home or as a show home at any

time. This restriction may be included in the Restriction.

34 Construction on the Site 34.1 The Vendor or the Builder or other party may (but is not obliged to) carry out

Development Activities on the Site generally, including on and in the vicinity of the land

in the Plan of Subdivision, and those Development Activities will be ongoing after the

Settlement Date. The Development Activities may:

(a) cause significant noise, dust, vibration and disturbance to the occupiers of the lots

in the Plan of Subdivision within the lawful requirements of any relevant authority

or council and during any hours permitted by any relevant authority or council;

(b) cause temporary obstruction or interference with services to the Property;

(c) result in access roads in the vicinity of the Property being temporarily diverted

during the course of the Development Activities on the adjoining lots; and

(d) result in construction traffic using the northern Stud Road entrance to the Site to

carry out Development Activities after Settlement has occurred.

34.2 The Purchaser must not make any claim or objection or commence any action or

enforce any judgement or order against the Vendor or the Builder or any other party

carrying out the Development Activities unless the Development Activities are not being

carried out in accordance with the relevant consent, authority, approvals or lawful

requirements.

34.3 Subject to special condition 21, if the Purchaser enters into an agreement of the type

described in special condition 21.1, that agreement must contain provisions for the

benefit of the Vendor on the same terms as this special condition 34 (with the

necessary changes).

34.4 The Purchaser agrees to indemnify the Vendor against all claims, damages, losses,

liabilities or proceedings of any nature arising from breach of this special condition 34

by the Purchaser.

35 Further development 35.1 The Purchaser acknowledges that the Development is a long term project and that the

Vendor cannot give any assurance as at the Day of Sale as to:

(a) the timetable for carrying out the Development or the Development Activities;

(b) the nature of the Development (including the number of lots, types of uses and

facilities to be provided); or

(c) the manner in which the Development will be carried out.

35.2 The Purchaser acknowledges that at the Day of Sale the Vendor intends to develop and

construct on the Site:

(a) a lake and wetlands area;

(b) community gardens;

(c) landscaping; and

9503423/2 page 25

(d) a retail centre,

and that such works are subject to:

(i) planning or other approvals;

(ii) the Vendor’s further analysis and viability assessments; and

(iii) change (in the Vendor’s absolute discretion) without prior notice to the

Purchaser.

35.3 Subject to special conditions 35.5 and 35.6, the Vendor does not make any

representation or warranty about any further Development or the Development Activities

or any of the matters referred to in special condition 35.2 and the Purchaser

acknowledges and agrees that it has not relied on any representations or warranties

from the Vendor in relation to such matters.

35.4 The Purchaser must not make any objections, requisition or claim, nor rescind,

terminate or delay Settlement or seek compensation of any kind by reason of:

(a) any alteration:

(i) to the Development (including but not limited to changes in uses, layouts or

facilities and services);

(ii) in the number of lots in the Plan of Subdivision or in any future other stage

or plan of subdivision relating to any other part of the Development; or

(iii) to the number, size, shape or location or liability or permitted use of any lot

or any other part of the Site which is not a lot in the Plan of Subdivision

(other than the Property) or in any future stage or plan of subdivision

relating to any other part of the Development;

(b) any changes, alteration, delay, or abandonment of the works contemplated in

special condition 35.2;

(c) any delay in the completion of the Development; or

(d) the abandonment of any part of the Development.

35.5 The Vendor intends to construct the lake and wetlands area referred to in special

condition 35.2(a) on the basis that:

(a) there is no fence constructed around that lake and wetlands;

(b) the lake and wetlands will be constructed on the north east corner of the Site,

comprising an area of approximately 25,761 m2;

(c) there will be significant undulations to the level of the land throughout the lake

and wetlands area;

(d) drainage components, including retarding basins and other infrastructure, will be

constructed as required to facilitate a functional lake and wetlands area; and

(e) the Vendor makes no representations or warranties as to the accuracy of the

design, location or size of the lake and wetlands area as described in any

marketing collateral issued by the Vendor from time to time, as such details may

be subject to change during the development of the lake and wetlands area.

35.6 As at the day of sale, the retail centre referred to in special condition 35.2(d) consists of

an IGA supermarket and other specialty shops but the Vendor makes no

representations or warranties in relation to the type, quality or mix of the tenancies of

9503423/2 page 26

the retail centre that will exist at any time after the Day of Sale, including after the

Settlement Date.

35.7 The Purchaser acknowledges that:

(a) it has reviewed plan of subdivision no. PS630773C and it is aware that the area

marked “Road R2” previously formed part of the Site and has now vested in the

Roads Corporation, as delineated on the plan;

(b) the Vendor has indicated that to its knowledge the area marked “Road R2” and

other parts of the Site which are to be vested in the Roads Corporation may

subsequently be used to facilitate widening of Stud Road. The impact of that

road widening is that it may reduce the distance between Stud Road and the

Property and the other housing lots on the Site; and

(c) to the Vendor’s knowledge, despite such road widening, Knox City Council

proposes to retain a reserve of land between Stud Road and the residential lot

boundaries of approximately 10 metres.

35.8 The Purchaser must not object to or oppose or procure any other person to object to or

oppose any application which the Vendor or any person with the authority of the Vendor

makes for any planning or other approval required to vary the Development or to carry

out any part of the Development (including any part of the Development as varied),

Development Activities or anything else contemplated by this special condition 35.

35.9 The Purchaser acknowledges that any successor body or authority who exercises

control over any part of the Development will not be under an obligation to provide

irrigation to any part of the Development.

35.10 The Purchaser will not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by this special condition 35.

36 Acknowledgement regarding display village 36.1 The Vendor and Purchaser acknowledge and agree that:

(a) the Vendor will operate a display village(s)/sales centre(s) on the Site (Display

Villages);

(b) the Display Builders have constructed a display home on lots on the Site near the

corner of Appledale Way and Harcrest Boulevard;

(c) the Vendor intends to construct, or to the procure the construction of, a second

display village near the corner of Appledale Way and Harcrest Boulevard;

(d) members of the public will be encouraged to attend the Display Villages and

temporary car parks may be established to accommodate the additional traffic;

and

(e) the Display Builders, the Vendor and Mirvac may display signage and undertake

other marketing activities in the Display Villages.

36.2 The Purchaser must not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by special condition 36.1.

9503423/2 page 27

37 Section 173 Agreements 37.1 Registered 173 Agreement

The Purchaser acknowledges and agrees that:

(a) the Registered 173 Agreement is registered on the certificates of title which

comprise the Site;

(b) the Registered 173 Agreement requires the Vendor, among other things, to make

a proportion of the Site available for the provision of Social Housing or to provide

Compensation-in-Lieu (as defined in the Registered 173 Agreement);

(c) the Vendor is in discussions with Knox City Council and the Department of

Human Services in relation to an alternative proposal for the provision of Social

Housing, which, if agreed, may result in the Registered 173 Agreement being

varied and/or the integration of Social Housing throughout the Site, including

within the vicinity of the Property;

(d) the Registered 173 Agreement is not intended to impose positive obligations or

restrictions on the Purchaser; and

(e) it is intended that the Registered 173 Agreement will be removed from the

certificates of title which comprise the Site prior to the registration of the Plan of

Subdivision and therefore the Registered 173 Agreement will not be registered on

the certificate of title for the Property.

37.2 Wallace Road Agreement

The Purchaser acknowledges and agrees that:

(a) the Wallace Road Agreement is not, and will not be, registered on the certificates

of title which comprise the Site;

(b) despite using its reasonable endeavours, the Vendor has been unable to

purchase a Wallace Road Property and as such, the Vendor is not under any

obligation to construct a pedestrian link between Wallace Road and the Site;

(c) the Vendor has notified Knox City Council that is has not purchased a Wallace

Road Property in accordance with the Wallace Road Agreement; and

(d) in accordance with clause 7 of the Wallace Road Agreement, the balance of the

Wallace Road Agreement does not bind the Purchaser.

37.3 DPO8 Agreement

The Purchaser acknowledges and agrees that:

(a) the DPO8 Agreement is registered on the certificates of title which comprise the

Site;

(b) the DPO8 Agreement requires the Vendor to comply with a number of obligations

to ensure that the Development occurs in a manner generally consistent with the

Austral Bricks Scoresby Urban Planning Guidelines, May 2007;

(c) in accordance with clause 6.2 of the DPO8 Agreement, the DPO8 Agreement is

not intended to bind the Purchaser; and

(d) the Vendor may, but is not obliged to, make application to the Registrar of Titles

under section 183(1) of the Planning and Environment Act 1987 (Vic) to cancel

the recording of the DPO8 Agreement on the register prior to the Settlement

Date.

9503423/2 page 28

37.4 The Purchaser acknowledges that the Section 173 Agreements have been entered into

under section 173 of the Planning and Environment Act 1987 (Vic) to achieve and

advance the objective of planning in Victoria and the objectives of the Knox Planning

Scheme.

37.5 The Purchaser for valuable consideration (receipt of which is acknowledged by the

Purchaser) irrevocably appoints the Vendor as the Purchaser’s attorney to agree in the

Purchaser’s capacity as owner of the Property to variations to the Section 173

Agreements and to execute any deed effecting any such variation.

37.6 The Purchaser must not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by this special condition 37.

38 Caveat 38.1 The parties acknowledge and agree that:

(a) Telstra Corporation Limited (Telstra) has registered caveat number AJ792945R

on the title for Lot B10 on PS705515L being certificate of title volume 11406 folio

807 (Caveat);

(b) the Caveat relates to a lease between the Vendor and Telstra for an area located

along the southern boundary of the Site;

(c) the Caveat is not intended to impose positive obligations or restrictions on the

Purchaser;

(d) the Vendor will use its reasonable endeavours to remove, or procure the removal

of, the Caveat from the certificate of title for the Land, or alternatively, ensure that

the Caveat be amended such that it is limited to the land the subject of the lease;

(e) if the Vendor has been unable to procure the removal or amendment of the

Caveat as referred to in special condition 38(d) prior to the Settlement Date, the

Purchaser must not delay Settlement and will accept the Vendor’s or the Vendor’s

Solicitor's assurances that a withdrawal of caveat will be procured from Telstra

and lodged with the Registrar of Titles as soon as reasonably practicable; and

(f) the Purchaser must not make any objection, requisition or claim, nor rescind,

terminate or delay Settlement because of anything contemplated by this special

condition 38.

39 Vehicle crossover 39.1 The Purchaser acknowledges that:

(a) the Vendor shall (at its cost) construct a vehicle crossover to allow the Purchaser

to access the Property;

(b) the location of the designated vehicle crossover is shown on the Building

Envelope Plans; and

(c) if the Purchaser wants the vehicle crossover relocated to a different location, the

Purchaser must:

(i) obtain approval of MDC whose consent may be withheld acting reasonably

(unless the Memorandum of Common Provisions specify that the vehicle

9503423/2 page 29

crossover is fixed where the MDC will be entitled to withhold its consent in

its absolute discretion);

(ii) apply, at its cost, to Knox City Council for the relevant permits and

approvals (Application);

(iii) ensure that the proposed location conforms with the Memorandum of

Common Provisions;

(iv) provide written notice to the Vendor of the Application and provide such

other information as the Vendor may request (acting reasonably) from time

to time; and

(v) notify the Vendor immediately on notification that the Application has been

approved.

39.2 If the Purchaser obtains approval to relocate the vehicle crossover in accordance with

special condition 39.1(c), the Purchaser must:

(a) not commence construction of the new vehicle crossover (Crossover Works)

until after Settlement; and

(b) remove, at its cost, the existing vehicle crossover as soon as reasonably

practicable after completion of the Crossover Works.

40 Geotechnical Conditions 40.1 On or prior to the Settlement Date, the Vendor shall provide to the Purchaser a soil

classification report in relation to the Property prepared by A.S. James Pty Limited ACN

004 584 534 (Report).

40.2 The Purchaser acknowledges that the Site is the former Austral Bricks site which

included a quarry. As a result, the Site shall have varying degrees of cut and fill as

contemplated in special condition 5.2.

40.3 A.S. James Pty Limited ACN 004 584 534 is solely responsible for the representations

and warranties in relation to the soil conditions and other information contained in the

Report and the Vendor shall not have any liability to the Purchaser in respect of such

matters.

40.4 The Purchaser must not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by this special condition 40 or

contained in the Report.

41 Electricity Supply

41.1 The Purchaser acknowledges and agrees that:

(a) it is intended that electricity supply infrastructure will be provided to the Property

but the Property may not benefit from an electricity supply at the Settlement Date;

(b) the availability, provision and timing of electricity supply is dependent on third

party providers being willing and able (at their cost) to provide and install the

necessary infrastructure and enter the appropriate agreements with electricity

suppliers and the Vendor makes no warranties or representations in respect of

such matters;

9503423/2 page 30

(c) it is the Purchaser’s sole responsibility to ensure that any Improvements on the

Property are designed, constructed and wired to be compatible with the services

provided via that electricity infrastructure; and

(d) if the Purchaser requires power to commence construction of a dwelling prior to

energisation of the electrical infrastructure, the Purchaser, at its cost, must

provide temporary power to the Property for the period prior to energisation of the

permanent power supply.

41.2 The Purchaser agrees that it must not make any representation to any third parties

including any statutory or other local authority in relation to any matters contemplated

by this special condition 41 which may in the opinion of the Vendor have an adverse

effect on the Vendor.

41.3 The Purchaser waives its rights and releases the Vendor to the full extent permitted by

law from all actions, claims and liabilities that it may have against the Vendor in relation

to the matters set out in this special condition 41.

41.4 The Purchaser must not make any objection, requisition or claim, nor rescind, terminate

or delay Settlement because of anything contemplated by this special condition 41.

41.5 The Purchaser must, on demand, immediately make payment to the Vendor or to any

third party nominated by the Vendor of any costs attributable to the provision of

temporary power to the Property for the purposes of special condition 41.1(d).

42 Maintenance of Land 42.1 At all times after Settlement until construction of a dwelling on the Property under

special condition 27 is completed, the Purchaser must keep the Land clean and tidy and

free from debris.

42.2 If, in the Vendor’s absolute discretion, the Purchaser fails to comply with special

condition 42.1, the Vendor or its agents may enter the Land, without notice to the

Purchaser and without creating liability for trespass or otherwise, to maintain, slash or

mow the Land.

42.3 If the Vendor enters the Land under special condition 42.2, the Purchaser must

promptly pay the Vendor a sum of $250 upon receipt of an invoice from the Vendor, or

the Vendor may draw down on the Completion Bond or call upon the Completion Bank

Guarantee provided in accordance with special condition 28 (as the case may be).

43 Secured Interests under the PPSA 43.1 In this special condition:

(a) PPSA means the Personal Property Securities Act 2009 (Cth); and

(b) Security Interest and Secured Party have the meaning given in the PPSA.

43.2 The Purchaser must give written notice to the Vendor of any Security Interest affecting

the Property that the Purchaser reasonably requires to be released at Settlement before

the earlier of:

(a) 21 days after the Day of Sale; and

9503423/2 page 31

(b) 7 Business Days before the date for Payment of Balance in accordance with the

Particulars of Sale

(Notice Period).

43.3 Subject to special conditions 43.4, 43.9 and 43.10, if the Purchaser gives notice in

accordance with special condition 43.2, the Vendor must use its reasonable endeavours

to procure the Secured Party to provide a letter or deed poll confirming the release of

the Property from the Secured Interest at Settlement.

43.4 If the Purchaser does not give notice in accordance with special condition 43.2 within

the Notice Period, the Purchaser acknowledges that the Vendor is under no obligation

to provide, or to procure the provision of, a letter or deed poll confirming the release of

the Property from the Secured Interest at Settlement, (subject to special condition

43.11) the Vendor is discharged from the obligation to provide the Property free of any

Secured Interest and the Vendor may require Settlement without providing such a letter

or deed poll.

43.5 If the Purchaser gives notice to the Vendor that it reasonably requires a Security

Interest affecting the Property to be released other than during the Notice Period, the

Vendor may, but is under no obligation to, use its reasonable endeavours to procure the

Secured Party to provide a letter or deed poll confirming the release of the Property

from the Secured Interest and delay settlement until the date 7 days after the Vendor

receives the letter or deed poll from the Secured Party.

43.6 If settlement is delayed under special condition 43.5, the Purchaser must pay the

Vendor:

(a) interest from the date for Payment of Balance in accordance with the Particulars

of Sale until the date on which Settlement occurs; and

(b) any reasonable costs (including legal costs on a solicitor/own client basis)

incurred by the Vendor as a result of the delay,

as though the Purchaser was in default.

43.7 If the Purchaser gives notice in accordance with this special condition advising the

Vendor of a Security Interest affecting the Property that the Purchaser reasonably

requires to be released and, in the Vendor’s opinion, that Security Interest does not

relate, extend or apply to the Property, the Vendor may provide a letter confirming (or

may instruct the Vendor’s Solicitors to provide a letter in which they confirm that the

Vendor has instructed them) that the Property is not affected by that Security Interest.

43.8 The parties acknowledge and agree that:

(a) any letter or deed poll provided in accordance with this special condition shall be

taken to be conclusive evidence of the accuracy of its contents;

(b) subject to special condition 43.11, any letter or deed poll provided in accordance

with this special condition is sufficient to discharge the Vendor’s obligation to

provide the Property free of any Secured Interest; and

(c) the Purchaser must not make any objection, requisition or claim, delay completion

of, or rescind or terminate this Contract in relation to any matter contemplated by

this special condition.

43.9 Despite any other provision of this special condition, the Vendor is not obliged to ensure

that the Purchaser receives a release, statement, approval or correction (as

9503423/2 page 32

contemplated in the PPSA) in respect of the Property or any part of the Property that is

sold in the ordinary course of the Vendor’s business of selling property of that kind.

43.10 Despite any other provision of this special condition, the Vendor is not obliged to ensure

that the Purchaser receives a release, statement, approval or correction (as

contemplated in the PPSA) in respect of any personal property that:

(a) is not described by serial number in the Personal Property Securities Register

under the PPSA; and

(b) is predominantly used for personal, domestic or household purposes; and

(c) has a market value of not more than $5,000 or, if a greater amount has been

prescribed for the purposes of section 47(1) of the PPSA, not more than the

prescribed amount.

43.11 Nothing in this special condition limits the obligation of the Vendor to provide a

discharge or withdrawal of any mortgage or caveat lodged under the Transfer of Land

Act 1958 (Vic) (other than those, if any, to which the sale of the Property is subject

under this Contract).

44 Vendor limitation of liability 44.1 The Vendor enters into this Contract as custodian and agent of the Responsible Entity

of the Trust and in no other capacity.

44.2 The parties other than the Vendor acknowledge that the Obligations are incurred by the

Vendor solely in its capacity as custodian of the Assets of the Trust and as agent of the

Responsible Entity and that the Vendor will cease to have any obligation under this

Contract if the Vendor ceases for any reason to be custodian of the Assets of the Trust.

44.3 The Vendor will not be liable to pay or satisfy any Obligations except to the extent to

which it is indemnified by the Responsible Entity or except out of the Assets against

which it is entitled to be indemnified in respect of any liability incurred by it.

44.4 The parties other than the Vendor may enforce their rights against the Vendor arising

from non-performance of the Obligations only to the extent of the Vendor’s indemnity as

provided above in special condition 44.3.

44.5 If any party other than the Vendor does not recover all money owing to it arising from

non-performance of the Obligations it may not seek to recover the shortfall by:

(a) bringing proceedings against the Vendor in its personal capacity; or

(b) applying to have the Vendor wound-up or proving in the winding-up of the

Vendor.

44.6 The parties other than the Vendor waive their rights and release the Vendor from any

personal liability whatsoever, in respect of any loss or damage:

(a) which they may suffer as a result of any:

(i) breach of the Vendor of any of its Obligations; or

(ii) non-performance by the Vendor of the Obligations; and

(b) which cannot be paid or satisfied from the indemnity set out above in special

condition 44.3 in respect of any liability incurred by it.

9503423/2 page 33

44.7 The parties other than the Vendor acknowledge that the whole of this Contract is

subject to this special condition and, subject to special condition 44.10, the Vendor shall

in no circumstances be required to satisfy any liability arising under, or for non-

performance or breach of any Obligations under or in respect of, this Contract or under

or in respect of any other document to which it is expressed to be a party out of any

funds, property or Assets other than to the extent that this Contract requires satisfaction

out of the Assets of the Trust under the Vendor’s control and in its possession as and

when they are available to the Vendor to be applied in exoneration for such liability.

44.8 The parties acknowledge that the Responsible Entity of the Trust is responsible under

the Constitution of the Trust for performing a variety of obligations relating to the Trust,

including under this Contract. The parties agree that no act or omission of the Vendor

(including any related failure to satisfy any Obligations) will constitute fraud, negligence

or breach of duty of the Vendor for the purposes of special condition 44.10, to the extent

to which the act or omission was caused or contributed to by any failure of the

Responsible Entity or of any other person or fulfil its obligations relating to the Trust or

by any other act omission of the Responsible Entity or any other person.

44.9 No attorney, agent or other person appointed in accordance with this Contract has

authority to act on behalf of the Vendor in a way which exposes the Vendor to any

personal liability and no act or omission of such a person will be considered fraud,

negligence or breach of duty of the Vendor for the purposes of special condition 44.10.

44.10 This special condition does not apply to the extent that the Obligations arise out of, or

the Vendor’s right or indemnity out of the Assets is prejudiced by, the fraud, negligence

of breach of duty on the part of the Vendor under its custody agreement with the

Responsible Entity.

45 Trust limitation of liability 45.1 To the extent the Responsible Entity is a party to this Contract through its custodian and

agent being the Vendor, it is only in its capacity as responsible entity of the Trust and in

no other capacity. A liability arising under or in connection with this Contract is limited

to and can be enforced against the Responsible Entity only to the extent to which it can

be and is in fact satisfied out of the property of the Trust from which the Responsible

Entity is actually indemnified for the liability. This limitation of the Responsible Entity’s

liability applies despite any other provision of this Contract and extends to all liabilities

and obligations of the Responsible Entity in any way connected with any representation,

warranty, conduct, omission, document or transaction related to this Contract.

45.2 Except where the limitation of liability in this special condition 45, does not apply, no

person may sue the Responsible Entity in any capacity other than as the responsible

entity of the Trust, excluding seeking the appointment of a receiver (except in relation to

the property of the Trust), a liquidator, an administrator or any similar person to the

Responsible Entity or proving in any liquidation, administration or arrangement of or

affecting the Responsible Entity (except in relation to the property of the Trust).

45.3 The provisions of this special condition 45 shall not apply to any obligation or liability of

the Responsible Entity to the extent that it is not satisfied because under this Contract

or by operation of the law, the Responsible Entity is not entitled to be indemnified out of

the property of the Trust or there is a reduction in the extent of the Responsible Entity’s

indemnification out of the Trust as a result of the Responsible Entity’s failure to properly

perform its duties as responsible entity of the Trust.

9503423/2 page 34

46 Transfer of the Site from the Vendor 46.1 If the Vendor transfers the Site (or that part of the Site which includes the Property) to

another party (Transferee) prior to the Settlement Date, the Purchaser agrees and

consents to:

(a) the transfer of the Site to the Transferee;

(b) the Vendor assigning or novating the benefit of this Contract to the Transferee;

and

(c) accept on Settlement a transfer of the Property in registrable form duly executed

by the Transferee.

46.2 Any notice of assignment or novation of this Contract to the Transferee given by the

Vendor to the Purchaser will be conclusive evidence of an assignment or novation (as

the case may be) of this Contract, and the Purchaser must perform the obligations

under this Contract in relation to the rights assigned or novated (as the case may be) as

if the Transferee were the Vendor.

47 Commercial interests 47.1 The Vendor discloses, and the Purchaser acknowledges and agrees that all of the

provisions in this Contract, including the provisions listed below in special condition

47.2, are reasonably necessary to protect the Vendor’s legitimate interests by:

(a) providing the Vendor with sufficient flexibility in the design, planning, construction

and management of the Development due to the Development being at a stage

where the Vendor has no certainty as to design and construction constraints; and

(b) ensuring that the Vendor has sufficient flexibility under this Contract if the

economic viability of the Development for the Vendor is affected by anything

including changes in market conditions, construction costs or other matters.

47.2 Without limiting the operation of special condition 47.1, the parties agree that the

following provisions of this Contract are reasonably necessary to protect the Vendor’s

legitimate interests for the reasons stated in special condition 47.1:

(a) the Vendor’s rights to rescind this Contract contained in special conditions 1.2;

(b) the reservation of the Vendor’s rights to:

(i) make changes to the Plan of Subdivision contained in special conditions

4.1;

(ii) vary the final location of easements contained in special condition 5.1; and

(iii) create easements, restrictions on use and other encumbrances contained

in special condition 3.1;

(c) the Vendor’s and the Builder’s rights in connection with Marketing Activities,

Ongoing Works and Repair Works contained in special condition 16;

(d) the Vendor’s rights in relation to Restrictions contained in special condition 32;

(e) the Vendor’s right to require the Purchaser to provide a Completion Bond or

Completion Bank Guarantee, and to draw on or call upon that security (as the

case may be) in accordance with special condition 28;

9503423/2 page 35

(f) the restriction on the Purchaser’s right to resell the Property contained in special

condition 21;

(g) the Vendor’s right to:

(i) purchase the Property in special condition 29;

(ii) operate a Display Village in special condition 36; and

(iii) restrict inspections of the Property in accordance with special condition 8.5

(h) the restriction on the Purchaser’s rights to make claims, requisitions, rescind or

terminate contained in special condition 1.4, 3.2, 4.3, 5, 8.5, 10.7, 16.3, 17.3,

20.2, 26.3, 28.5, 28.10, 29.11, 34.2, 35, 36.2, 37.6, 40.4, 41.4 and 43.8.

48 Definitions and Interpretation 48.1 In this Contract:

Expressions included in the Particulars of Sale have the meaning set out against them;

Application means the application referred to in special condition 39.1(c)(ii);

Assets (for the purposes of special condition 44) includes all assets, property and rights

real and personal of any value whatsoever of the Trust;

Bank Guarantee means an unconditional and irrevocable guarantee or undertaking by

an Australian trading bank with a branch in Melbourne to pay money to the Vendor’s

Solicitor:

(a) without reference to the Purchaser;

(b) with an expiry date at least 30 days after the expiry date of the Registration

Period; and

(c) in a form satisfactory to the Vendor including that the Bank Guarantee must be

made in favour of the The Partners of the firm trading as Corrs Chambers

Westgarth,

and Bank Guarantor means the bank giving such guarantee or undertaking;

Builder means Mirvac Home Builders (Vic) Pty Ltd ACN 096 010 785 or such other

builder as the Vendor may nominate from time to time;

Building Envelope Plans means the building envelope plans forming part of the

Memorandum of Common Provisions, with or without changes permitted by this

Contract;

Business Day means any day which is not a Saturday, Sunday or a proclaimed public

holiday in the State of Victoria;

Caveat has the meaning given in special condition 38.

Completion Bank Guarantee means an unconditional and irrevocable guarantee or

undertaking by an Australian trading bank with a branch in Melbourne to pay money to

the Vendor’s Solicitor:

(a) without reference to the Purchaser;

(b) with an expiry date at least 25 months after the Settlement Date; and

(c) in a form satisfactory to the Vendor.

9503423/2 page 36

Constitution means the trust deed of the Trust as amended from time to time;

Construction Date has the meaning given in special condition 29.1;

Contract means this Contract as it may be amended from time to time by agreement in

writing signed by both parties;

Crossover Works has the meaning given in special condition 39.2;

Deposit Bond means an unconditional and irrevocable undertaking by an insurance company with the Required Rating to pay the money to the Vendor’s Solicitor:

(a) without reference to the Purchaser;

(b) with an expiry date at least 30 days after the expiry date of the Registration

Period; and

(c) in a form satisfactory to the Vendor,

and Deposit Bond Issuer means the insurance company issuing a Deposit Bond;

Development means the proposed use and development of the whole or part of the

Site for the project known as Harcrest and includes the Development Activities;

Development Activities means any work carried out or intended to be carried out by

the Vendor or Builder or any other party to complete any development on the Site

including:

(a) the subdivision of land forming part of the Site;

(b) any form of demolition work, building work and work ancillary to or associated

with the building work or installation of infrastructure including services to the Site;

(c) any form of landscaping work or work ancillary to or associated with landscaping

work on the Site;

(d) construction of the Lake and Wetlands in the northeast area of the Site;

(e) a retail centre on that part of the Site zoned Mixed Use Zone;

(f) design and construction of a community garden on the Site (other than in Stages

1 or 2); and

(g) carrying out the development of the Site in stages;

Director of Housing means the Director of Housing being a body corporate pursuant to

section 9 of the Housing Act 1983 (Vic) or its nominee;

Display Builders means Metricon Homes Pty Ltd (ABN 55 201 276 124), PDH

Displays Pty Ltd (ACN 125 143 425) Mirvac or any Related Entity of Mirvac, Metricon

Homes Pty Ltd, PDH Displays Pty Ltd and such other builder as the Vendor may invite

from time to time;

Display Village has the meaning given in special condition 36;

DPO8 Agreement means the agreement entered into under section 173 of the

Planning and Environment Act 1987 (Vic) between the Council and the Vendor dated 17

September 2010, a copy of which is attached to the Vendor’s Statement;

General Conditions means the General Conditions published by the Law Institute of

Victoria and the Real Estate Institute of Victoria Ltd which are replicated in the

beginning of this Contract;

9503423/2 page 37

Guarantee and Indemnity means the guarantee and indemnity included in Annexure A

of this contract;

GST means tax payable under the GST Law;

GST Law means the goods and services tax system which is Australian law under the

A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation

or any amendment or replacement of that Act or legislation;

Harcrest Design Guidelines means the design guidelines specified by the MDC from

time to time as being applicable to that part of the Development which includes the

Property;

Improvements means any structures, buildings or improvements on the Property

including any fencing and landscaping;

Landscape Request Form means the landscape request form in the form provided by

the Vendor from time to time;

Landscaping means the landscaping referred to in special condition 31;

Marketing Activities has the meaning given in special condition 16.1(b);

Major Domestic Building Contract means a major domestic building contract as

defined in section 3 of the Domestic Building Contracts Act 1995 (Vic);

MDC means the Mirvac Design Committee as referred to in the Harcrest Design

Guidelines as amended by the Vendor from time to time;

Memorandum of Common Provisions means the memorandum of common

provisions to be lodged with the Registrar of Titles and referred to in the Restriction, a

copy of which is attached to the Vendor’s Statement;

Mirvac means Mirvac Victoria Pty Limited or any Related Entity of Mirvac Victoria Pty

Limited;

Moody's means Moody’s Investor Services Inc., a corporation organised and existing

under the laws of the State of Delaware in the United States of America;

Obligations (for the purposes of special condition 44) means all obligations and

liabilities of whatever kind undertaken or incurred by, or devolving upon, the Vendor

under or in respect of this Contract;

Ongoing Works has the meaning given in special condition 16.1(c);

Owner Builder means a person who is not a registered building practitioner within the

meaning of the Building Act 1993 (Vic) and is not using a registered building practitioner

to carry out building work within the Development;

Personal Information means all personal information (as defined in the Privacy Act)

relating to the purchaser, including all personal information set out in this Contract and

otherwise collected by the Vendor whether prior to or after the Day of Sale;

Plan of Subdivision means the proposed plan of subdivision no. PS705529Y, a copy

of which is included in the Vendor's Statement, and includes the Restrictions noted on

the plan;

Planning Scheme means the Knox Planning Scheme and any other planning scheme

that applies to the Site;

Pre-settlement Inspection has the meaning given in special condition 8.4;

9503423/2 page 38

Privacy Act means the Privacy Act 1988 (Cth) and any regulations, ancillary rules,

guidelines, orders, directions, directives, codes of conduct or other instrument made or

issued under that act, as amended from time to time;

Privacy Officer means "the Privacy Officer", Mirvac Group, Level 26, 60 Margaret

Street, Sydney, New South Wales, 2000, facsimile +61 2 9080 8198, telephone +61 2

9080 8000, telephone (02) 9080 8437, email privacy@mirvac.com.au;

Registered 173 Agreement means the agreement entered into under section 173 of

the Planning and Environment Act 1987 (Vic), registered dealing number AF636445X, a

copy of which is attached to the Vendor’s Statement;

Registration Period means the period expiring on30 June 2018;

Related Entity has the meaning given to it in the Corporations Act 2001 (Cth);

Relative has the same meaning as in the Duties Act 2000 (Vic);

Repair Works has the meaning given in special condition 16.1(d);

Report means the report referred to in special condition 40.1;

Required Rating means:

(a) a financial strength rating of A1 or higher from Moody's; or

(b) a financial strength rating of A+ or higher from S & P;

Responsible Entity means Mirvac Funds Management Limited ABN 78 067 417 663;

Restriction means a restriction noted on the Plan of Subdivision and Restrictions

means all and every Restriction as amended from time to time;

Sale or Sell includes a sale, agreement to sell, the granting of an option and a transfer;

Section 173 Agreements means the Registered 173 Agreement, the DPO8 Agreement

and the Wallace Road Agreement;

Settlement means settlement as contemplated by this Contract which shall take place

on the Settlement Date;

Site means all the land in the Harcrest development, 525 Stud Road, Wantirna South;

Social Housing means housing provided on a rent reduced or a rent subsidized basis

or housing which is allocated under a program administered by the Director of Housing;

S & P means Standard and Poor’s (Australia) Pty Limited, a company incorporated in

Victoria;

Table A means Table A of the Seventh Schedule of the Transfer of Land Act 1958 (Vic)

as it was in force immediately before the commencement of section 71 of the Land

Legislation Amendment Act 2009 (Vic);

Transferee means the party referred to in special condition 46.1(a);

Trust means the Mirvac Wholesale Residential Development Partnership Trust;

Vendor's Statement means the statement given by the Vendor under section 32 of the

Sale of Land Act 1962 (Vic), a copy of which is annexed to this Contract;

Wallace Road Agreement means the agreement entered into under section 173 of the

Planning and Environment Act 1987 (Vic) between the Council and the Vendor dated 31

August 2010, a copy of which is attached to the Vendor’s Statement; and

9503423/2 page 39

Wallace Road Property means a lot situated at 95 Wallace Road to 139 Wallace

Road, Wantirna South (inclusive) and directly abutting the Site.

48.2 In this Contract, unless the context requires otherwise:

(a) a reference to any legislation or legislative provision includes any statutory

modification or re-enactment of, or legislative provision substituted for, and any

statutory instrument issued under, that legislation or legislative provision;

(b) the singular includes the plural and vice versa;

(c) a reference to an individual or person includes a corporation, firm, authority,

government or governmental authority and vice versa;

(d) a reference to any gender includes all genders;

(e) a reference to a thing includes the whole and each and every part of that thing;

(f) a reference to a party to this Contract includes that party's executors,

administrators, successors and permitted assigns;

(g) a reference to a condition, annexure or schedule is a reference to a condition,

annexure or schedule of this Contract; and

(h) "including" and similar expressions are not words of limitation.

48.3 In this Contract, headings are for convenience of reference only and do not affect

interpretation.

48.4 No provision of this Contract, which is capable of applying, continuing to apply or taking

effect after Settlement, merges on or by virtue of Settlement of this Contract or transfer

of the Land.

48.5 If a provision of this Contract is void or voidable, unenforceable or illegal but would not

be void, voidable, unenforceable or illegal if it were read down and it is capable of being

read down, then the provision must be read down. If, despite being read down, a

provision is still void, voidable, unenforceable or illegal and the provision would not be

void, voidable, unenforceable or illegal if words were severed, then those words must

be severed. In any other case, the whole provision must be severed. If any event

under this special condition occurs, then the remainder of this Contract continues in full

force and effect.

48.6 The Purchaser acknowledges that Mirvac may act as the Vendor’s agent in respect to

the exercise of any right conferred on the Vendor pursuant to this Contract.

9503423/2 page 40

Annexure A

Guarantee and Indemnity

TO: The vendor/s (Vendor) named in the annexed Contract of Sale (Contract)

The parties described in the Schedule as Guarantor (Guarantor), FOR VALUABLE CONSIDERATION, including the Vendor having agreed at the request of the Guarantor (acknowledged by this document) to enter into the Contract between the Vendor and the Purchaser (Purchaser), agree as follows:

1. Guarantee

The Guarantor unconditionally and irrevocably guarantees to the Vendor:

(a) punctual payment of all sums of purchase price, other money, interest and damages now or in the future owing, actually or contingently, by the Purchaser to the Vendor or which now or in the future there is a prospect may become owing

actually or contingently by the Purchaser to the Vendor, and

(b) punctual performance and observance of all the Purchaser’s obligations,

under, in relation to or arising from the Contract, its subject matter or any relationship

referrable to them, alone or jointly with any person (collectively Guaranteed

Obligations).

2. Vendor indemnified

The Guarantor irrevocably indemnifies the Vendor against all liability, damage, loss and expense which the Vendor suffers or incurs now or in the future because the Purchaser defaults in performance or observance of the Guaranteed Obligations.

3. Unconditional and continuing liability

The obligations under this document constitute a continuing guarantee for the whole of

the Guaranteed Obligations, and the Guarantor’s obligations (as guarantor, indemnifier or otherwise) and the Vendor’s rights will not be affected in whole or in part by anything which might abrogate, prejudice or limit them or the effectiveness of this document,

including without limitation, any of the following:

(c) any release, termination, variation, novation, renewal or assignment of the Contract;

(d) this document or any other security or guarantee now or in the future held by the Vendor for the Guaranteed Obligations (Collateral Security) or any other transaction or agreement between the Vendor and the Purchaser or any

obligation owed by the Purchaser to the Vendor in relation to the Guaranteed Obligations being void, voidable or otherwise unenforceable by the Vendor in accordance with its terms or the Vendor being estopped from receiving the

performance and observance of the Guaranteed Obligations from the Purchaser;

(e) the granting of any forbearance, time or other indulgence to or the making of any composition, compromise or arrangement with or the discharge or release of the

Guarantor, Purchaser or any other person;

9503423/2 page 41

(f) the failure of any person intended to be a Guarantor to become bound by this document (whether by a failure to execute, a lack of capacity to execute or

otherwise);

(g) the death, administration or mental illness of the Guarantor or the Purchaser;

(h) the amendment of the memorandum, articles of association, trust deed or other

constitutional document of the Guarantor or the Purchaser or any change in the membership of any partnership, joint venture or association of which the Purchaser or the Guarantor is a member;

(i) the Purchaser or the Guarantor becoming a member of a partnership, joint venture or association (whether incorporated or unincorporated);

(j) the fact that no demand for the performance or observance of the Guaranteed

Obligations has been made on the Purchaser or the Guarantor;

(k) any failure by the Vendor to disclose any information to the Guarantor or any representation made or information given by the Vendor to the Guarantor;

(l) the failure to give the Guarantor notice of default by the Purchaser or to obtain consent from the Guarantor to any arrangement or agreement made with the Purchaser;

(m) any breach of trust by the Guarantor or the Purchaser which is a trustee;

(n) the value of any Collateral Security or the value placed on it by the Vendor in the bankruptcy or insolvency of the Guarantor or the Purchaser;

(o) any negotiable or other instrument being in circulation or outstanding;

(p) the obtaining, release, variation or renewal by the Vendor of any Collateral Security or any agreement or arrangement affecting the priority of any Collateral

Security;

(q) any refusal or failure by the Vendor to obtain perfect, register, stamp, enforce or assign any Collateral Security or any negotiable instrument, judgment, order or

award relating to the Guaranteed Obligations, or

(r) any act or omission of the Vendor which prejudices the Guarantor.

4. Primary obligations of guarantor

Each obligation of the Guarantor under this document is a primary obligation. The

Vendor is not obliged to proceed against or enforce any Collateral Security or any other

right against the Purchaser or demand payment from the Purchaser before the Vendor

is entitled to enforce the Guaranteed Obligations.

5. Costs and duties

The Guarantor shall pay to the Vendor:

(a) the Vendor’s costs of and incidental to the preparation, execution and enforcement of this document on a solicitor/own client full indemnity basis; and

(b) any duty, taxes or registration or other fees payable or assessed in relation to this document.

6. Vendor’s certificate

A certificate by the Vendor or any attorney, agent, director, secretary or officer of the

Vendor relating to this document is, in the absence of manifest error, conclusive

evidence against the Guarantor of the matters certified.

9503423/2 page 42

7. Notices

Any demand or notice under this document may be signed by the Vendor or on behalf

of the Vendor by any attorney, director, secretary, manager or officer of the Vendor or

the Vendor’s solicitors and without prejudice to any other lawful mode of service, may

be served by delivering it to the Guarantor to whom it is addressed at the address set

out in this document, or by posting it to that address or the Guarantor’s residence or

place of business last known to the vendor, and if posted, a notice or demand shall be

deemed to have been served on the day following the date of posting, but the making of

a demand shall not be a condition precedent to the liability of the Guarantor under this

document.

8. Interpretation

In this document, unless the context otherwise requires:

(s) words importing the singular include the plural and vice versa;

(t) where the Guarantor comprises two or more parties, the Guarantor’s obligations

shall bind them jointly and severally;

(u) a reference to a person includes a corporation and a government body;

(v) a reference to a person includes the legal personal representatives successors

and assigns of that person;

(w) if there is more than one Guarantor or more than one Purchaser, a reference to the Guarantor or the Purchaser respectively means all or any of them; and

(x) a reference to any thing (including without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them.

9. Substituted contract

If the Vendor and the Purchaser substitute a contract (“substituted contract”) in place

of the contract to which this guarantee and indemnity is annexed, then this guarantee

and indemnity shall extend to a guarantee and indemnity of the substituted contract and

shall bind the purchaser under that substituted contract, and the definitions of purchaser

and contract shall be interpreted accordingly.

Schedule

Guarantor:

9503423/2 page 43

DATE: The day of 2013

EXECUTED as a deed

Signed, Sealed and Delivered by ) ) ) ) )

in the presence of:

�

� ........................................................... Witness

........................................................... Signature of Guarantor

........................................................... Name of Witness (print)

Signed, Sealed and Delivered by ) ) ) ) )

in the presence of:

�

� ........................................................... Witness

........................................................... Signature of Guarantor

........................................................... Name of Witness (print)

9503423/2 page 44

Vendor’s Statement