Set-off deed

The Deed is dated 1 June 2001 and is between the Responsible
Entity, the Developer and A.P.V.C. Holdings Pty Ltd (Holdings). Under the Deed the Responsible Entity directs the Developer to pay certain expenses that the Developer would otherwise be obliged to pay to the Responsible Entity under the Developer Agreement to Holdings towards discharge of the Responsible Entity’s obligation to pay Holdings fees and expenses pursuant to the Marketing Agreement and the Resort Management Agreement.

The Deed permits the Responsible Entity to set off its obligation
to pay or reimburse Holdings fees and expenses pursuant to the Marketing Agreement and the Resort Management Agreement against amounts payable by the Developer to the Responsible Entity by way of reimbursement of the determined financial services business expenses.

Any payment received by Holdings from the Developer pursuant to the direction contained in the Deed is a full discharge of the Responsible Entitys’ obligations to pay such amount to Holdings under the Marketing Agreement and/or the Resort Management Agreement.

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