Exhibit
4.1


 


EXECUTION
VERSION 


 



DATED
MARCH 19, 2021


 


SIMON
INTERNATIONAL FINANCE, S.C.A.

as Issuer


 


and


 


SIMON
PROPERTY GROUP, L.P.

as Guarantor


 


and


 


The
Bank of New York Mellon Trust Company, N.A.,


as Fiscal Agent, Transfer Agent and Registrar


 


and


 


THE
BANK OF NEW YORK MELLON, LONDON BRANCH,

as London Paying Agent


 


 



 


FISCAL
AGENCY AGREEMENT


 


in respect of

 €750,000,000 1.125% Guaranteed Notes due March 2033


 







 



 


 


 






     


     


    

 


CONTENTS


 


	Clause	Page




 




	1.   Interpretation	2
	2.   Definitions	2
	3.   Appointment
    of Agents	4
	4.   Authentication
    and Delivery of Notes	4
	5.   Payment
    to the London Paying Agent	5
	6.   Notification
    of Non-Payment by the Issuer or Guarantor	6
	7.   Duties
    of the Paying Agents	6
	8.   Notice
    of any Withholding or Deduction	7
	9.   Duties
    of the Registrar	7
	10.   Duties
    of the Transfer Agent	8
	11.   Regulations
    for Transfer of Registered Notes	9
	12.   Duties
    of the Fiscal Agent in connection with Conditions relating to Redemption, Merger,         Consolidation or Sale, Substitution and
    Issuance in Euro	9
	13.   Receipt
    and Publication of Notices	10
	14.   Cancellation
    of Notes	11
	15.   Issue
    of Replacement Certificates	11
	16.   Records
    and Certificates	12
	17.   Copies
    of this Agreement Available for Inspection	12
	18.   FEES
    and Expenses	13
	19.   Indemnity	13
	20.   Guarantee
    and covenant	14
	21.   Evidence
    of Guarantee	14
	22.   Repayment
    by Fiscal Agent	14
	23.   Conditions
    of Appointment	14



 






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	24.   Communication
    with Agents	17
	25.   Termination
    of Appointment	17
	26.   Meetings
    of Noteholders	18
	27.   Notices	19
	28.   Taxes
    and Stamp Duties	21
	29.   Counterparts	21
	30.   Descriptive
    Headings	22
	31.   Governing
    Law and Submission to Jurisdiction	22
	32.   Amendments	23
	33.   CONTRACTUAL
    RECOGNITION OF BAIL-IN POWERS	23
	SCHEDULE
    1  FORM OF THE GLOBAL CERTIFICATE	25
	SCHEDULE
    2  FORM OF CERTIFICATE AND TERMS AND CONDITIONS OF THE NOTES	33
	SCHEDULE
    3  PROVISIONS FOR MEETINGS OF NOTEHOLDERS	64
	SCHEDULE
    4  REGISTRATION AND TRANSFER OF NOTES	74
	SCHEDULE
    5  GUARANTEE	75
	SCHEDULE
    6	79


 






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THIS
AGREEMENT is dated March 19, 2021 and made


 


AMONG:


 


		(1)	SIMON
                                         INTERNATIONAL FINANCE, S.C.A., corporate partnership limited by shares (société
                                         en commandite par actions) with registered office at 2, rue Girondins, L-1626, Luxembourg,
                                         Grand Duchy of Luxembourg1 (the "Issuer");



 


		(2)	SIMON
                                         PROPERTY GROUP, L.P., of 225 West Washington Street, Indianapolis, Indiana 46204,
                                         United States of America (the "Guarantor");



 


		(3)	The
                                         Bank of New York Mellon Trust Company, N.A.,
                                         of 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602, United States of America
                                         ("BNYM Trust Company"), as Fiscal Agent, Transfer Agent and Registrar;
                                         and



 


		(4)	THE
                                         BANK OF NEW YORK MELLON, LONDON BRANCH, of One Canada Square, Canary Wharf, London
                                         E14 5AL, England ("BNYM London"), as London Paying Agent2.



 


WHEREAS:


 


		(A)	The
                                         Issuer has agreed to issue €750,000,000 of 1.125% Guaranteed Notes due March 2033
                                         (the "Notes", which expression shall include, unless the context otherwise
                                         requires, any further Notes issued pursuant to Condition 14 and forming a single series
                                         with the Notes).



 


		(B)	The
                                         Notes will be issued in registered form in the denominations of €100,000 and integral
                                         multiples of €1,000 in excess thereof.



 


		(C)	The
                                         Notes will be fully and unconditionally guaranteed by the Guarantor as set out in clause
                                         20 of this Agreement (the
                                         "Guarantee"). A copy of the Guarantee shall be endorsed on each Note
                                         authenticated by the Fiscal Agent.



 


		(D)	The
                                         Notes will initially be represented by a global certificate in or substantially in the
                                         form set out in Schedule 1
                                         (the "Global Certificate") registered in the name of a nominee for a
                                         common safekeeper for Euroclear and Clearstream, Luxembourg (both as defined below) and
                                         held under the New Safekeeping Structure. It is intended that the Notes, while represented
                                         by one or more Global Certificates, shall be recognized as eligible collateral for Eurosystem
                                         monetary policy and intra-day credit operations by the Eurosystem upon their issuance.



 





 



 


1
In order to comply with the provisions of Luxembourg law, the Issuer is hereby further identified as being a corporate partnership
limited by shares (société en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg
and registered with the Luxembourg Register of Commerce and Companies under registration No. B 191224. The Issuer is acting through
its general partner Simon International Finance GP, S.à r.l., a private limited liability company (société
 à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered
office at 2, rue des Girondins, L-1626, Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce
and Companies under registration No. B 190915.


2
BNYM to confirm which entity is to undertake the duties to be performed in connection with the Global Certificate being
held in the NSS. We have drafted on the basis that this will be the London Paying Agent. 


 






     


     


    

 








		(E)	Any
                                         definitive Certificates (as defined in the Terms and Conditions of the Notes as set out
                                         in Part 2 of Schedule 2
                                         (the "Conditions")) will be in or substantially in the form set out
                                         in Part 1 of Schedule 2.



 


NOW
IT IS HEREBY AGREED as follows:


 


		1.	Interpretation



 


		1.1	Words
                                         and expressions defined in the Conditions and not otherwise defined in this Agreement
                                         shall have the same meanings when used in this Agreement.



 


		1.2	References
                                         in this Agreement to principal and/or interest shall include any Additional Amounts payable
                                         pursuant to Condition 8 and premium, if any, payable upon redemption of the Notes prior
                                         to their maturity.



 


		2.	Definitions



 


		2.1	As
                                         used in this Agreement and in the Conditions:



 


"Fiscal
Agent", "Paying Agents", "Registrar", "Transfer Agent" and "Agents"
mean and include each Fiscal Agent, Paying Agent, Registrar, Transfer Agent and Agent from time to time appointed to exercise
the powers and undertake the duties conferred and imposed upon it by this Agreement and notified to the Noteholders under Condition
12;


 


"outstanding"
means in relation to the Notes, all the Notes issued other than:


 


		(a)	those
                                         Notes which have been redeemed and cancelled pursuant to Condition 7 or otherwise pursuant
                                         to the Conditions;



 


		(b)	those
                                         Notes in respect of which the date for redemption under the Conditions has occurred and
                                         the redemption moneys wherefore (including an interest payable thereon) have been duly
                                         paid to the London Paying Agent in the manner provided in clause 5
                                         (and, where appropriate, notice to that effect has been given to the Noteholders pursuant
                                         to Condition 12) and remain available for payment against presentation of the relevant
                                         Notes;



 


		(c)	those
                                         Notes which have been purchased and cancelled pursuant to Condition 7;



 


		(d)	those
                                         Notes which have become void pursuant to Condition 9;



 


		(e)	those
                                         mutilated or defaced Notes which have been surrendered and cancelled and in respect of
                                         which replacements have been issued pursuant to Condition 11; and



 


		(f)	(for
                                         the purpose only of ascertaining the principal amount of the Notes outstanding and without
                                         prejudice to the status for any other purpose of the relevant Notes) those Notes which
                                         are alleged to have been lost, stolen or destroyed and in respect of which replacements
                                         have been issued pursuant to Condition 11,



 






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provided
that for each of the following purposes, namely:


 





		(i)	the
                                         right to attend and vote at any meeting of the Noteholders or any of them; and



 


		(ii)	the
                                         determination of how many and which Notes are for the time being outstanding for the
                                         purposes of paragraphs 4, 7 and 9 of Schedule 3;



 


those
Notes (if any) which are for the time being held by any person (including, but not limited to,
the Issuer, the Guarantor or any member of the Guarantor's Group) for the benefit of the Issuer, the Guarantor or any member
of the Guarantor's Group shall (unless and until ceasing to be so held) be deemed not to be outstanding; and "specified
office" means the offices specified in clause 27 or any other specified offices as may from time to time be
duly notified pursuant to clause 27.


 


	2.2	(A)	In
                                         this Agreement, unless the contrary intention appears, a reference to:



 


		(i)	an
                                         "amendment" includes a modification, supplement, restatement or novation
                                         and "amended" is to be construed accordingly;



 


		(ii)	a
                                         "person" includes any individual, corporation, company, partnership,
                                         unincorporated association, government, state agency, international organisation or other
                                         entity;



 


		(iii)	a
                                         provision of a law is a reference to that provision as enacted, amended or re-enacted;



 


		(iv)	a
                                         clause or schedule is a reference to a clause of, or a Schedule to, this Agreement;



 


		(v)	a
                                         person includes its successors and assigns;



 


		(vi)	a
                                         document is a reference to that document as amended from time to time; and



 


		(vii)	a
                                         time of day is a reference to London time;



 


		(b)	All
                                         references in this Agreement to costs or charges or expenses shall include any value
                                         added tax or similar tax charged or chargeable in respect thereof;



 


		(c)	All
                                         references in this Agreement to Notes shall, unless the context otherwise requires, include
                                         the Global Certificate and the definitive Certificates; and



 


		(d)	All
                                         references in this Agreement to "EUR", "Euro" and "€"
                                         refer to the currency introduced at the start of the third stage of European economic
                                         and monetary union pursuant to the Treaty establishing the European Union, as amended.



 


		2.3	References
                                                                                                                                                                                                                                 in this Agreement to Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and/or
                                                                                                                                                                                                                                 Clearstream Banking, S.A. ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing
                                                                                                                                                                                                                                 Systems") shall, wherever the context so permits, be deemed to include reference to any additional or alternative
                                                                                                                                                                                                                                 clearing system approved by the Issuer and the Fiscal Agent. Any such alternative clearing
                                                                                                                                                                                                                                 system must also be authorized to hold such notes as eligible collateral for Eurosystem monetary policy and intra-day credit
                                                                                                                                                                                                                                 operations.



 






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		3.	Appointment
                                         of Agents



 


		3.1	The
                                         Issuer appoints, on the terms and subject to the conditions of this Agreement:



 


		(a)	BNYM
                                         Trust Company as fiscal agent (in such capacity, the "Fiscal Agent"),
                                         as transfer agent (in such capacity, the "Transfer Agent") and as registrar
                                         (in such capacity, the "Registrar") in respect of the Notes; and



 


		(b)	BNYM
                                         London as paying agent (in such capacity, the "London Paying Agent")
                                         for the payment of principal of, and interest on, the Notes,



 


in
each case, acting at its specified office. It is understood that the London Paying Agent shall be entitled to perform such further
duties as are given to it by the Issuer and the Fiscal Agent under this Agreement.


 


		3.2	The
                                         Fiscal Agent, the London Paying Agent, the Transfer Agent and the Registrar are together
                                         referred to as the "Agents".



 


		3.3	The
                                         obligations of the Agents hereunder are several and not joint.



 


		3.4	The
                                         Issuer reserves the right to appoint any other agents from time to time.



 


		4.	Authentication
                                         and Delivery of Notes



 


		4.1	Upon
                                         execution and delivery thereof by the Issuer, the Fiscal Agent shall authenticate the
                                         Global Certificate evidencing the Notes. The Issuer also authorizes and instructs the
                                         Fiscal Agent to authenticate any definitive Certificates which are required to be delivered
                                         pursuant to subclause 4.2.



 


		4.2	If
                                         the Global Certificate is to be exchanged in accordance with its terms for definitive
                                         Certificates, the Issuer undertakes that it will deliver to, or to the order of, the
                                         Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 days
                                         before the relevant exchange is due to take place, definitive Certificates in an aggregate
                                         principal amount of €750,000,000, or such lesser amount as is the principal amount
                                         of Notes represented by the Global Certificate to be issued in exchange for the Global
                                         Certificate. Each definitive Certificate so delivered shall be duly executed on behalf
                                         of the Issuer.



 


		4.3	If
                                         the Global Certificate becomes exchangeable for definitive Certificates in accordance
                                         with its terms, the Fiscal Agent shall authenticate and deliver to each person designated
                                         by the relevant Clearing System (as defined below) a definitive Certificate in accordance
                                         with the terms of this Agreement and the Global Certificate.



 


		4.4	The
                                         Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to
                                         be maintained in safe keeping and shall ensure that the definitive Certificates are issued
                                         only in accordance with the terms of the Global Certificate and this Agreement.



 


		4.5	Following
                                         authentication of the Global Certificate, the Fiscal Agent shall deliver it on the Issue
                                         Date at or about the time specified in the relevant Subscription Agreement to the Common
                                         Safekeeper together with instructions to effectuate the same (if applicable), in each
                                         case against the delivery to the Fiscal Agent of evidence that instructions for payment
                                         of the subscription moneys due to the Issuer have been made, such evidence to be in the
                                         form set out in such Subscription Agreement.









 






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		4.6	If
                                         the Issuer is required to deliver definitive Certificates pursuant to the terms of the
                                         Global Certificate, the Issuer shall promptly arrange for a stock of definitive Certificates
                                         (unauthenticated and with the names of the registered holders left blank but executed
                                         on behalf of the Issuer and otherwise complete) to be made available to the Fiscal Agent.



 


		4.7	Notes
                                         shall be dated:



 


		(a)	in
                                         the case of the Global Certificate issued on the date of closing, with that date; or



 


		(b)	in
                                         the case of a Note issued upon transfer, with the date of registration in the Register
                                         of the transfer; or



 


		(c)	in
                                         the case of a Note issued to the transferor upon transfer in part of a Note, with the
                                         same date as the date of the Note transferred; or



 


		(d)	in
                                         the case of a Note issued pursuant to clause 15 with the same date as the date of the
                                         lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued.



 


		4.8	The
                                         Fiscal Agent shall so long as any Note is outstanding properly, and in any event within
                                         three business days of the relevant request (or such longer period as may be required
                                         to comply with any applicable fiscal or other regulations), authenticate and issue, upon
                                         receipt by it of, or receipt by it of, notification from any Transfer Agent of delivery
                                         to it of, Notes for transfer, duly dated and completed Notes in the name of the registered
                                         holders and deliver the Notes at its specified office or at the specified office of the
                                         Transfer Agent or (at the risk of the relevant registered holders) send the Notes to
                                         such address as the registered holders may request.



 


		5.	Payment
                                         to the London Paying Agent



 


		5.1	The
                                         Issuer, failing which the Guarantor, shall, not later than 10.00 a.m. (London time) on
                                         the date on which any payment of principal and/or interest in respect of the Notes becomes
                                         due under the Conditions, initiate a transfer to an account specified by the London Paying
                                         Agent such amount of Euro as shall be sufficient for the purposes of the payment of principal
                                         and/or interest in same day funds.



 


		5.2	If
                                         for any reason the amounts received by the London Paying Agent under subclause 5.1 are
                                         insufficient to satisfy all claims in respect of all payments then due on the Notes,
                                         the London Paying Agent shall forthwith notify the Issuer and the Guarantor, and the
                                         London Paying Agent shall not be obliged to pay any such claims until the London Paying
                                         Agent has received the full amount of the monies then due and payable in respect of such
                                         Notes. If, however, the London Paying Agent in its sole discretion shall make payment
                                         on the Notes on their maturity or redemption, or payments of interest or such other payments
                                         when otherwise due (it being understood that the London Paying Agent
shall have no obligation whatsoever to make any such payment) and the amount which should have been received is not received on
such date, the Issuer (and if the Issuer fails to do so, then the Guarantor) agrees forthwith on demand to pay, or procure the
payment of, to the London Paying Agent, in addition to the amount which should have been paid hereunder, interest thereon from
the day following the date when the amount unpaid should have been received under this Agreement to the date when such amount
is actually received (inclusive) at a rate equal to the cost of the London Paying Agent of funding such amount, as certified by
the London Paying Agent and expressed as a rate per annum.



 



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		6.	Notification
                                         of Non-Payment by the Issuer or Guarantor



 


The
London Paying Agent shall notify the Fiscal Agent forthwith:


 


		(a)	if
                                         it has not by the relevant date specified in subclause 5.1 received unconditionally the
                                         full amount in Euro, required for the payment; and



 


		(b)	if
                                         it receives unconditionally the full amount of any sum payable in respect of the Notes
                                         after such date.



 


The
London Paying Agent shall, at the expense of the Issuer, forthwith upon receipt of any amount as described in subclause 6(b),
cause notice of that receipt to be published under Condition 12.


 


		7.	Duties
                                         of the Paying Agents



 


		7.1	Subject
                                         to the payments to the London Paying Agent provided for by clause 5 being duly made,
                                         the London Paying Agent and any other Paying Agent appointed from time to time in accordance
                                         with subclause 25.1 shall pay or cause to be paid on behalf of the Issuer or the Guarantor,
                                         as applicable, on and after each date on which any payment becomes due and payable, the
                                         amounts of principal and interest payable in respect of each Note under the Conditions
                                         and the provisions of this Agreement and, in the case of a payment of principal, following
                                         receipt of the Note at the specified office of the relevant Paying Agent.



 


		7.2	RESERVED



 


		7.3	In
                                         relation to Notes represented by the Global Certificate, the Issuer hereby authorises
                                         and instructs the London Paying Agent to elect Euroclear or Clearstream, Luxembourg as
                                         Common Safekeeper. From time to time, the Issuer and the Agent may agree to vary this
                                         election. The Issuer acknowledges that any such election is subject to the right of Euroclear
                                         and Clearstream, Luxembourg to determine jointly that the other shall act as Common Safekeeper
                                         in relation to such issue and agrees that no liability shall attach to the London Paying
                                         Agent in respect of any such election made by it.



 


		7.4	If
                                         default is made by the Issuer or the Guarantor in respect of any payment, unless and
                                         until the full amount of the payment has been made under the terms of this Agreement
                                         (except as to the time of making the same) or other arrangements satisfactory to the
                                         London Paying Agent have been made, neither the London Paying Agent nor any other Paying
                                         Agent shall be bound to act as paying agents.



 






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		7.5	While
                                         the Notes are represented by the Global Certificate, all payments due in respect of the
                                         Notes shall be made to, or to the order of, the registered holder of the Global Certificate,
                                         subject to and in accordance with the provisions of the Global Certificate. On the occasion
                                         of each payment, the Paying Agent to which the Global Certificate was presented for the
                                         purpose of making the payment shall cause the appropriate Schedule to the Global Certificate
                                         to be annotated so as to evidence the amounts and dates of the payments of principal
                                         and/or interest as applicable.



 


		7.6	If
                                         on presentation of a Note the amount payable in respect of the Note is not paid in full
                                         (otherwise than as a result of withholding or deduction for or on account of any taxes
                                         as permitted by the Conditions) the Paying Agent to whom the Note is presented shall
                                         instruct Euroclear or Clearstream, Luxembourg to make appropriate entries in their records
                                         to reflect such shortfall in payment.



 


		8.	Notice
                                         of any Withholding or Deduction



 


		8.1	If
                                         the Issuer or the Guarantor (as applicable) is, in respect of any payment in respect
                                         of the Notes, compelled to withhold or deduct any amount for or on account of any taxes
                                         as contemplated by Condition 8, the Issuer or the Guarantor (as applicable) shall give
                                         notice to the London Paying Agent as soon as it becomes aware of the requirement to make
                                         the withholding or deduction and shall give to the London Paying Agent such information
                                         as the London Paying Agent shall require to enable it to comply with the requirement.



 


		8.2	Without
                                         prejudice to the Issuer's and the Guarantor's obligations under Condition 8, all payments
                                         by the Issuer or the Guarantor under this Agreement shall be made free and clear of,
                                         and without withholding or deduction for, any taxes, duties, assessments or governmental
                                         charges of whatsoever nature imposed, levied, collected, withheld or assessed by any
                                         government having power to tax, unless such withholding or deduction is required by law.



 


		8.3	The
                                         London Paying Agent, the Fiscal Agent, the Issuer and the Guarantor acknowledge that
                                         the Issuer is treated as a disregarded entity for U.S. federal income tax purposes, the
                                         sole owner of which for such purposes is the Guarantor and that therefore, payments of
                                         interest made in respect of the Notes will be treated as from U.S. sources. The London
                                         Paying Agent shall agree to perform all U.S. federal income tax information reporting
                                         and withholding compliance obligations in accordance with such treatment and will deliver
                                         an Internal Revenue Service Form W-9 to the Issuer in that regard.



 


		9.	Duties
                                         of the Registrar



 


		9.1	The
                                         Registrar shall so long as any Note is outstanding:



 


		(a)	maintain
                                         at its specified office a register (the "Register") of the holders of
                                         the Registered Notes which shall show (i) the principal amounts and the serial numbers
                                         of the Notes, (ii) the dates of issue of all Notes, (iii) all subsequent transfers and
                                         changes of ownership of Notes, (iv) the names and addresses of the holders of the Notes,
                                         (v) all cancellations of Notes, and (vi) all replacements of Notes, and subject to applicable
                                         laws and regulations at all reasonable times during office hours, make such copy of the
                                         Register available, upon written request, to the Fiscal Agent, the Transfer Agent, the
                                         Paying Agents, the Issuer, the
Guarantor, any person authorized by the Issuer or the Guarantor or any Noteholder, for inspection;



 



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		(b)	register
                                         all transfers of Notes;



 


		(c)	receive
                                         any document in relation to or affecting the title to any of the Notes including all
                                         forms of transfer, forms of exchange, probates, letters of administration and powers
                                         of attorney;



 


		(d)	maintain
                                         proper records of the details of all documents received by itself or the Transfer Agent;



 


		(e)	prepare
                                         all such lists of registered holders of the Notes as may be required by the Issuer, the
                                         Guarantor, the Fiscal Agent, the Paying Agents or any person authorized by any one of
                                         them;



 


		(f)	subject
                                         to applicable laws and regulations at all reasonable times during office hours make the
                                         Register available to the Issuer or the Guarantor or any person authorized by either
                                         of them or the registered holder of any Note for inspection and for the taking of copies
                                         or extracts;



 


		(g)	notify
                                         each Paying Agent upon its request not less than seven days before each due date for
                                         the payment of interest of the names and addresses of all registered holders of the Notes
                                         at the close of business on the relevant Record Date and the amounts of their holdings
                                         in order to enable such Paying Agent to make or arrange for due payment to the registered
                                         holders of the amounts of interest payable in respect of the Notes or, as the case may
                                         be, the amounts required to redeem the Notes;



 


		(h)	comply
                                         with the proper and reasonable requests of the Issuer or the Guarantor with respect to
                                         the maintenance of the Register and give to the Fiscal Agent, Paying Agents and the Transfer
                                         Agent such information as may be reasonably required by them for the proper performance
                                         of their duties; and



 


		(i)	accept
                                         Notes delivered to it with a request for transfer of all or part of the Note, and shall,
                                         if appropriate, charge to the registered holder of a Note presented for transfer the
                                         costs or expenses (if any) of delivering Notes issued on such transfer other than by
                                         regular mail. Holders of the Notes shall be responsible for payment of any stamp duty,
                                         tax or other governmental charge that may be imposed in relation to the transfer, and
                                         for the avoidance of doubt, none of the Agents shall have any responsibility in connection
                                         therewith.



 


		10.	Duties
                                         of the Transfer Agent



 


		10.1	The
                                         Transfer Agent shall perform the duties set out in this Agreement and the Conditions
                                         and, in performing those duties, shall comply with the Conditions and the provisions
                                         of this Agreement.



 


		10.2	The
                                         Transfer Agent shall:



 





		(a)	accept
                                         Notes delivered to it with a request for transfer of all or part of the Note, and shall,
                                         in each case, give to the Registrar all relevant details to enable it to issue Notes
                                         in accordance with each request; and



 






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		(b)	if
                                         appropriate, charge to the registered holder of a Note presented for transfer, the costs
                                         or expenses (if any) of the Registrar in delivering Notes issued on such transfer other
                                         than by regular mail. Holders of the Notes shall be responsible for payment of any stamp
                                         duty, tax or other governmental charge that may be imposed in relation to the transfer,
                                         and for the avoidance of doubt, none of the Agents shall have any responsibility in connection
                                         therewith.



 


		11.	Regulations
                                         for Transfer of Registered Notes



 


Subject
as provided below, the Issuer may from time to time agree with the Registrar and the Transfer Agent reasonable regulations to
govern the transfer and registration of Notes. The initial regulations, which shall apply until amended under this clause, are
set out in Schedule 4. Each of the Registrar and the Transfer Agent
agrees to comply with the regulations as amended from time to time.


 


		12.	Duties
                                         of the Fiscal Agent in connection with Conditions relating to Redemption, Merger, Consolidation
                                         or Sale, Substitution and Issuance in Euro



 


		12.1	If
                                         the Issuer intends to redeem Notes under Condition 7(2) or Condition 7(3), it shall,
                                         at least 14 days before the latest date for the publication of the relevant notice of
                                         redemption required to be given to Noteholders:



 


		(a)	give
                                         notice in writing of its intention to the Fiscal Agent stating the date on which such
                                         Notes are to be redeemed and the redemption amount; and



 


		(b)	in
                                         the case of Condition 7(3), deliver to the Fiscal Agent the certificate and written opinion
                                         of independent legal counsel specified in such Condition.



 


On
behalf of and at the request and expense of the Issuer, the Fiscal Agent shall deliver the notice required in connection with
such redemption in the form approved by the Issuer. Such notice shall specify the information required under Condition 7(2) or
Condition 7(3), as appropriate, including, amongst other things, the redemption date, the redemption amount and the manner in
which redemption will be effected. The Fiscal Agent shall forthwith notify the other Paying Agent of the contents of such notice.


 


		12.2	If
                                         the Issuer or the Guarantor intends, in any transaction or series of related transactions,
                                         to (i) consolidate with, or merge with or into, any other person or (ii) sell, lease
                                         or convey all or substantially all of its assets to any other person pursuant to and
                                         in accordance with Condition 4(1)(e), the Issuer or the Guarantor (as applicable) shall,
                                         at least 14 days before the date proposed by the Issuer or Guarantor (as applicable)
                                         for the publication of the relevant written notice required to be given to Noteholders:



 


		(a)	give
                                         notice in writing of its intention to the Fiscal Agent stating the date on which it intends
                                         to complete such consolidation, merger, sale, lease or conveyance; and



 






    9


     


    

 





		(b)	deliver
                                         to the Fiscal Agent the officer's certificate and opinion of counsel from the Issuer
                                         or the Guarantor (as applicable) specified in such Condition.



 


On
behalf of and at the request and expense of the Issuer, the Fiscal Agent shall deliver the notice to the Noteholders required
under Condition 4(1)(e) in the form approved by the Issuer. The Fiscal Agent shall forthwith notify the other Paying Agent of
the contents of such notice.


 


		12.3	If
                                         the Issuer may be substituted and replaced pursuant to and in accordance with Condition
                                         4(1)(f), the Issuer shall, at least 14 days before the latest date for the publication
                                         of the relevant prior written notice required to be given to Noteholders:



 


		(a)	give
                                         notice in writing of its intention to the Fiscal Agent stating the date on which such
                                         substitution is intended to occur; and



 


		(b)	deliver
                                         to the Fiscal Agent the officer's certificate and opinion of counsel specified in such
                                         Condition.



 


On
behalf of and at the request and expense of the Issuer, the Fiscal Agent shall deliver the notice to the Noteholders required
under Condition 4(1)(f) in the form approved by the Issuer. The Fiscal Agent shall forthwith notify the other Paying Agent of
the contents of such notice.


 


		12.4	If
                                         Euro is unavailable to the Issuer or the Guarantor due to the imposition of exchange
                                         controls or other circumstances beyond the Issuer's or the Guarantor's control or the
                                         euro is no longer used by the member states of the European Monetary Union that have
                                         adopted the euro as their currency or for the settlement of transactions by public institutions
                                         within the international banking community, the Issuer or the Guarantor (as applicable)
                                         shall:



 


		(a)	promptly
                                         notify the Fiscal Agent of its intention to make payments in respect of the Notes in
                                         U.S. dollars pursuant to and in accordance with Condition 15; and



 


		(b)	make
                                         all payments due under clause 5 in U.S. dollars pursuant to and in accordance with Condition
                                         15; and



 


		(c)	promptly
                                         notify the Fiscal Agent when it intends to resume payments in Euro.



 


On
behalf of and at the request and expense of the Issuer, the Fiscal Agent shall deliver a notice concerning the conversion of payments
in respect of the Notes from Euros to U.S. dollars and, if and upon further notification in due course, a notice concerning the
intention to resume payments in Euro, in each case, in the form approved by the Issuer.


 


		13.	Receipt
                                         and Publication of Notices



 


		13.1	Promptly
                                         after the receipt by the Fiscal Agent of a written notice from any Noteholder under Condition
                                         10, the Fiscal Agent shall forward a copy of the written notice to the Issuer and the
                                         Guarantor.



 


		13.2	On
                                         behalf of and at the written request and expense of the Issuer, the Fiscal Agent shall
                                         cause to be delivered all notices required to be given by the Issuer under the Conditions.



 









    10


     


    

 



 


		13.3	The
                                         Fiscal Agent shall, at the written request and expense of the Issuer, notify in writing
                                         the Noteholders in respect of all notices required to be so given under the Conditions.



 


		13.4	For
                                         so long as all of the Notes are represented by a Global Certificate and the Global Certificate
                                         is held on behalf of a Clearing System, notices to Noteholders may be given by delivery
                                         of the relevant notice to that Clearing System for communication by it to entitled Accountholders
                                         (as defined in the Global Certificate) in substitution for notification as required by
                                         Condition 12.



 


		14.	Cancellation
                                         of Notes



 


		14.1	All
                                         Notes which are surrendered in connection with redemption or transfer shall be cancelled
                                         by the Agent to which they are surrendered. Each of the Agents shall give to the Fiscal
                                         Agent details of all payments made by it and shall deliver all cancelled Notes to the
                                         Fiscal Agent (or as the Fiscal Agent may specify). If Notes are acquired by or on behalf
                                         of the Issuer, the Guarantor or any member of the Guarantor's Group, such acquisition
                                         shall not operate as a redemption or satisfaction of the indebtedness represented by
                                         such Notes unless and until the same are surrendered to the Fiscal Agent or its authorized
                                         agent for cancellation.



 


		14.2	The
                                         Fiscal Agent or its authorized agent shall (unless otherwise instructed by the Issuer
                                         in writing) dispose of all cancelled Notes in accordance with its then current policies
                                         and upon written request furnish the Issuer and the Guarantor with a certificate of disposal
                                         containing written particulars of the serial numbers of the Notes so disposed of.



 


		15.	Issue
                                         of Replacement Certificates



 


		15.1	The
                                         Issuer shall cause a sufficient quantity of additional forms of Certificates to be available,
                                         upon request, to the Fiscal Agent for the purpose of issuing replacement Certificates
                                         as provided below.



 


		15.2	The
                                         Fiscal Agent shall, subject to and in accordance with Condition 11 and the following
                                         provisions of this clause, cause to be authenticated (in the case only of replacement
                                         Certificates) and delivered any replacement Certificates which the Issuer may determine
                                         to issue in place of Certificates which have been lost, stolen, mutilated, defaced or
                                         destroyed.



 


		15.3	The
                                         Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed
                                         Certificate in respect of which the serial number is known, that the Certificate has
                                         not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement
                                         Certificate unless and until the applicant has:



 


		(a)	paid
                                         such expenses and costs as may be reasonably incurred in connection with the replacement;



 


		(b)	furnished
                                         it with such evidence and indemnity or security as the Issuer and the Fiscal Agent may
                                         reasonably require; and



 


		(c)	in
                                         the case of a mutilated or defaced Certificate, surrendered it to the Fiscal Agent.



 






    11


     


    

 


		15.4	The
                                         Fiscal Agent shall cancel any mutilated or defaced Certificates in respect of which replacement
                                         Certificates have been issued pursuant to this clause. The Fiscal Agent shall upon the
                                         Issuer's written request furnish the Issuer and the Guarantor with a certificate stating
                                         the serial number of the Certificates received by it and cancelled pursuant to this clause
                                         and shall, unless otherwise requested by the Issuer, destroy all those Certificates and
                                         upon written request furnish the Issuer or the Guarantor with a destruction certificate
                                         containing the information specified in subclause 14.2.



 


		15.5	The
                                         Fiscal Agent shall, on issuing any replacement Certificate, forthwith inform the Issuer,
                                         the Guarantor, each other Paying Agent, the Registrar and the Transfer Agent, of the
                                         serial number of the replacement Certificate issued and (if known) of the serial number
                                         of the Certificate in place of which the replacement Certificate has been issued.



 


		15.6	Whenever
                                         a Certificate for which a replacement Certificate has been issued and the serial number
                                         of which is known is presented to a Paying Agent for payment or to a Transfer Agent for
                                         transfer, the relevant Agent shall immediately send notice to the Issuer, the Guarantor,
                                         the Registrar and (if it is not itself the Fiscal Agent) the Fiscal Agent.



 


		16.	Records
                                         and Certificates



 


		16.1	The
                                         Fiscal Agent shall keep a full and complete record of all Certificates and of their redemption,
                                         purchase by or on behalf of the Issuer, the Guarantor or any member of the Guarantor's
                                         Group, cancellation or payment (as the case may be) and of all replacement Certificates
                                         issued in substitution for lost, stolen, mutilated, defaced or destroyed Certificates.
                                         The Fiscal Agent shall at all reasonable times during business hours upon prior written
                                         request make the records available to the Issuer and the Guarantor and any persons authorized
                                         by any of them for inspection and for the taking of copies of them or extracts from them.



 


		16.2	The
                                         Fiscal Agent shall give to the Issuer and the Guarantor, upon written request, a certificate
                                         stating (a) the aggregate principal amount of Certificates which have been redeemed,
                                         (b) the serial numbers of those Certificates, (c) the aggregate amount of interest paid
                                         (and the due dates of the payments) on the Global Certificate and/or on the Certificates,
                                         (d) the aggregate principal amounts of Notes (if any) which have been purchased by or
                                         on behalf of the Issuer, the Guarantor or any member of the Guarantor's Group which have
                                         been delivered to it for cancellation and the serial numbers of such Certificates and
                                         (e) the aggregate principal amounts of Certificates which have been surrendered and replaced
                                         and the serial numbers of those Certificates.



 


		17.	Copies
                                         of this Agreement Available for Inspection



 


The
Fiscal Agent shall hold copies of this Agreement, and any other documents expressed to be held by them in the Offering Circular
dated March 19, 2021 issued by the Issuer in relation to the Notes, available for inspection by the Noteholders upon their reasonable
prior written request during normal business hours. For this purpose, the Issuer shall furnish the Fiscal Agent with sufficient
copies of such documents.


 






    12


     


    

 


		18.	FEES
                                         and Expenses



 


		18.1	The
                                         Issuer, failing which the Guarantor, shall pay to the Agents such fees and expenses in
                                         respect of the services of the Agents under this Agreement as shall be agreed in writing
                                         between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor
                                         shall not be concerned with the apportionment of payment among the Agents other than
                                         such agents that may be appointed from time to time by the Issuer and the Guarantor that
                                         are not an affiliate of BNYM Trust Company or BNYM London.



 


		18.2	The
                                         Issuer, failing which the Guarantor, shall also pay to the Fiscal Agent an amount equal
                                         to any value added tax which may be payable in respect of the commissions or fees together
                                         with all properly incurred expenses incurred by the Agents in connection with their services
                                         under this Agreement.



 


		18.3	The
                                         Fiscal Agent shall arrange for payment of the fees and expenses due to the other Agents
                                         and arrange for the reimbursement of their expenses promptly after receipt of the relevant
                                         moneys from the Issuer or the Guarantor (as applicable).



 


		18.4	At
                                         the request of the Fiscal Agent, the parties to this Agreement may from time to time
                                         during the continuance of this Agreement review the commissions and fees agreed initially
                                         pursuant to subclause 18.1 with a view to determining whether the parties can mutually
                                         agree in writing upon any changes to the commissions or fees.



 


		19.	Indemnity



 


		19.1	The
                                         Issuer and the Guarantor jointly and severally undertake to indemnify each of the Agents
                                         and their directors, officers, employees and controlling persons against all losses,
                                         liabilities, costs, claims, actions, damages, demands or expenses (including the reasonable
                                         compensation and the expenses of counsel), incurred by any of them as a result of or
                                         in connection with the appointment of or the exercise of the powers and duties by any
                                         Agent under this Agreement including the costs and expenses of defending itself against
                                         any claim (whether asserted by the Issuer, the Guarantor, or any Noteholder or any other
                                         person) or liability in connection with the exercise or performance of any of its powers
                                         or duties hereunder, or in connection with enforcing the provisions of this subclause
                                         19.1 except as may result from the gross negligence or willful misconduct of the relevant
                                         Agent or its directors, officers, employees and controlling persons.



 


		19.2	Notwithstanding
                                         the foregoing subclause 19.1, under no circumstances shall the Issuer, the Guarantor
                                         or any of the Agents be liable for any consequential, indirect, punitive or special loss
                                         (being loss of business, goodwill, opportunity or profit), howsoever caused or arising.



 


		19.3	The
                                         indemnities in this clause 19 shall survive the termination or expiry of this Agreement
                                         and the resignation or removal of any Agent.



 


		19.4	The
                                         Fiscal Agent, the London Paying Agent and each other Agent appointed hereunder represents
                                         and warrants that it is duly organized and validly existing under the laws of its jurisdiction
                                         of formation, and has all regulatory and other approvals necessary to perform its obligations
                                         under this Agreement.



 






    13


     


    

 


		19.5	Each
                                         of the Agents hereby undertakes to perform its duties pursuant to the terms set forth
                                         in this Agreement, consistent with industry standards, and in compliance with applicable
                                         laws and regulations.



 


		20.	Guarantee
                                         and covenant



 


The
Guarantor hereby unconditionally and irrevocably (i) guarantees the due performance by the Issuer of its obligations under this
Agreement and the Notes, including the Issuer's payment obligations hereunder and under the Notes as and when the same shall become
due and payable on the terms set out in Schedule 5 and (ii) agrees and covenants to perform all of its obligations under this
Agreement (including the Guarantee) and all of the obligations of the Guarantor referenced in the Notes as if such obligations
were contained in this Agreement (including the Guarantee). The Guarantor's obligations under this clause 20
shall apply irrespective of the validity or enforceability of any other provision of this Agreement or the Notes.


 


		21.	Evidence
                                         of Guarantee



 


		21.1	To
                                         further evidence the Guarantee obligations of the Guarantor set forth in clause 20, the
                                         Guarantor hereby:



 


		(a)	agrees
                                         that a copy of the Guarantee shall, simultaneously with the issuance and authentication
                                         of the Notes under this Agreement, be delivered to, or to the order of, the Fiscal Agent;



 


		(b)	agrees
                                         to, and authorizes, the endorsement of a copy of the Guarantee on each Note authenticated
                                         by the Fiscal Agent;



 


		(c)	acknowledges
                                         and agrees that the Guarantee shall remain in full force and effect notwithstanding any
                                         failure to endorse on each Note a copy of the Guarantee; and



 


		(d)	acknowledges
                                         and agrees that the delivery of any Note by the Fiscal Agent, after authentication thereof
                                         under this Agreement, shall constitute due delivery of the Guarantee set forth in this
                                         Agreement on behalf of the Guarantor.



 


		22.	Repayment
                                         by Fiscal Agent



 


Sums
paid by or by arrangement with the Issuer or the Guarantor for payment to the Noteholders (as applicable) to the Fiscal Agent
pursuant to the terms of this Agreement shall not be required to be repaid to the Issuer or the Guarantor unless and until any
Note becomes void under the provisions of Condition 9 but in that event the Fiscal Agent shall forthwith repay to the Issuer or
the Guarantor (as applicable) (upon its written request therefor to the extent it has actual knowledge of such) sums that have
not yet been paid to the registered holders equivalent to the amounts which would otherwise have been payable in respect of the
relevant Note.


 


		23.	Conditions
                                         of Appointment



 


		23.1	Subject
                                         as provided in subclause 23.3, the Fiscal Agent shall be entitled to deal with money
                                         paid to it by the Issuer or the Guarantor (as applicable) for the purposes of this Agreement
                                         in the same manner as other money paid to a banker by its customers and shall
not be liable to account to the Issuer or the Guarantor (as applicable) for any interest or other amounts in respect of the money.
No money held by any Agent need be segregated except as required by law.






 






    14


     


    

 


		23.2	Subject
                                         as provided in subclause 23.3, in acting under this Agreement and in connection with
                                         the Notes, the Agents shall act solely as agents of the Issuer and the Guarantor and
                                         will not assume any obligations towards or relationship of agency or trust for or with
                                         any of the owners or registered holders of the Notes.



 


		23.3	No
                                         Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or
                                         any registered holders of Notes in respect of any moneys payable to or by it under the
                                         terms of this Agreement.



 


		23.4	Except
                                         as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction
                                         or required by law or otherwise instructed by the Issuer, each of the Agents shall be
                                         entitled to treat the registered holder of any Note as the absolute owner for all purposes
                                         (whether or not the Note shall be overdue and notwithstanding any notice of ownership
                                         or other writing on the Note or any notice of previous loss or theft of the Note).



 


		23.5	Each
                                         of the Agents shall be obliged to perform such duties and only such duties as are specifically
                                         set out in this Agreement (including Schedule 6 in the case of the London Paying Agent)
                                         and the Notes and no implied duties or obligations shall be read into this Agreement
                                         or the Notes against the Agents.



 


		23.6	The
                                         Fiscal Agent may consult with legal and other professional advisers and the opinion of
                                         the advisers shall be full and complete protection in respect of action taken, omitted
                                         or suffered under this Agreement in good faith and in accordance with the opinion of
                                         the advisers.



 


		23.7	Each
                                         of the Agents shall be protected, may rely, and shall incur no liability for or in respect
                                         of action taken, omitted or suffered in reliance upon, and in accordance with, any instruction,
                                         request or order from the Issuer or the Guarantor, or any notice, resolution, direction,
                                         consent, certificate, affidavit, statement, facsimile or document which it reasonably
                                         believes to be genuine and to have been delivered, signed or sent by the proper party
                                         or parties or upon written instructions from the Issuer or the Guarantor.



 


		23.8	Any
                                         of the Agents and their affiliates, their officers, directors, employees or controlling
                                         persons may become the owner of, or acquire any interest in, Notes with the same rights
                                         that it or he would have if the Agent concerned were not appointed under this Agreement,
                                         and may engage or be interested in any financial or other transaction with the Issuer
                                         or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee
                                         or body of registered holders of Notes or other obligations of the Issuer or the Guarantor,
                                         as freely as if the Agent were not appointed under this Agreement.



 


		23.9	The
                                         Agents shall not be under any obligation to take any action under this Agreement which
                                         any of them expects may result in any cost, expense or liability accruing to it. No provision
                                         of this Agreement shall require the Agents to expend or risk its own funds or otherwise
                                         incur any financial liability in the performance of any of its duties hereunder.



 






    15


     


    

 


		23.10	In
                                         no event shall the Agents be responsible or liable for any failure or delay in the performance
                                         of its obligations hereunder arising out of or caused by forces beyond its control, including,
                                         without limitation, acts of war or terrorism, civil or military disturbances, epidemics,
                                         pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or
                                         malfunctions of utilities, communications or computer (software and hardware) services;
                                         it being understood that the Agents shall use reasonable best efforts to resume performance
                                         as soon as practicable under the circumstances.



 


		23.11	In
                                         order to comply with applicable tax laws, rules and regulations (inclusive of directives,
                                         guidelines and interpretations promulgated by competent authorities) in effect from time
                                         to time ("Applicable Law") a foreign financial institution, issuer,
                                         trustee, paying agent, holder or other institution which has agreed to be subject to
                                         or related to this Agreement agrees to provide to each Agent upon its reasonable request
                                         such reasonably available information about holders or other applicable parties and/or
                                         transactions (including any modification to the terms of such transactions) so that such
                                         Agent (as the case may be) can determine whether it has tax related obligations under
                                         Applicable Law.



 


		23.12	The
                                         permissive rights of the Agents enumerated herein shall not be construed as duties of
                                         the Agents.



 


		23.13	The
                                         Agents shall not be charged with knowledge of any default or event of default unless
                                         a trust officer of the Fiscal Agent with direct responsibility for the administration
                                         of this Agreement has received written notice of any such event and such notice references
                                         this Agreement and the Notes.



 


		23.14	No
                                         Agent shall be liable for any action taken or omitted or for any loss or injury resulting
                                         from its actions or its performance or lack of performance of its duties hereunder in
                                         the absence of gross negligence or willful misconduct on its part. In no event shall
                                         any Agent be liable for the acts or omissions of its nominees, correspondents, designees,
                                         subagents or subcustodians in the absence of gross negligence or willful misconduct in
                                         their selection.



 


		23.15	The
                                         recitals contained herein and in the Notes (except in the certificate of authentication
                                         of a duly authorized officer or a duly appointed signatory of the Fiscal Agent) shall
                                         be taken as the statements of the Issuer and the Agents assume no responsibility for
                                         the correctness of the same. None of the Agents makes any representation as to the validity,
                                         adequact or sufficiency of this Agreement or the Notes. None of the Agents or any other
                                         paying agent shall be accountable for the use or application by the Issuer of the proceeds
                                         of any Notes authenticated and delivered by or on behalf of the Fiscal Agent in conformity
                                         with the provisions of this Agreement. No Agent shall be responsible to make any calculation
                                         with respect to any matter under this Agreement. No Agent shall have any duty to monitor
                                         or investigate the Issuer’s or the Guarantor compliance with or the breach of,
                                         or cause to be performed or observed, any representation, warranty, or covenant, or agreement
                                         of any person made in this Agreement.



 


		23.16	No
                                         Agent shall not be liable for any error of judgment made in good faith by such Agent,
                                         unless it shall be proved that such Agent was negligent in ascertaining the pertinent
                                         facts.



 






    16


     


    

 


		23.17	Each
                                         Agent may execute any of the trusts or powers hereunder or perform any duties hereunder
                                         either directly or by or through agents or attorneys and such Agent shall not be responsible
                                         for any misconduct or negligence on the part of any agent or attorney appointed with
                                         due care by it hereunder.



 


		24.	Communication
                                         with Agents



 


A
copy of all communications relating to the subject matter of this Agreement between the Issuer and any of the Agents other than
the Fiscal Agent shall be sent to the Fiscal Agent.


 


		25.	Termination
                                         of Appointment



 


		25.1	The
                                         Issuer may terminate the appointment of any Agent at any time and/or appoint additional
                                         or other Agents by giving to the Agent whose appointment is concerned and, where appropriate,
                                         the Fiscal Agent, at least 60 days' prior written notice to that effect, provided that,
                                         so long as any of the Notes is outstanding, (a) in the case of a Paying Agent, the notice
                                         shall not expire less than 45 days before any due date for the payment of interest and
                                         (b) notice shall be given under Condition 12 at least 30 days before the removal or appointment
                                         of an Agent.



 


		25.2	Notwithstanding
                                         the provisions of subclause 25.1, if at any time an Agent becomes incapable of acting,
                                         or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy, or
                                         makes an assignment for the benefit of its creditors or consents to the appointment of
                                         an administrator, liquidator or administrative or other receiver of all or any substantial
                                         part of its property, or if an administrator, liquidator or administrative or other receiver
                                         of it or of all or a substantial part of its property is appointed, or it admits in writing
                                         its inability to pay or meet its debts as they may mature or suspends payment of its
                                         debts, or if an order of any court is entered approving any petition filed by or against
                                         it under the provisions of any applicable bankruptcy or insolvency law, or if a public
                                         officer takes charge or control of the Agent or of its property or affairs for the purpose
                                         of rehabilitation, administration or liquidation, the Issuer may forthwith without notice
                                         terminate the appointment of the Agent, in which event notice shall be given by the Issuer
                                         to the Noteholders under Condition 12 as soon as is practicable.



 


		25.3	All
                                         or any of the Agents may resign their respective appointments under this Agreement at
                                         any time by giving to the Issuer and the Guarantor and, where appropriate, the Fiscal
                                         Agent, upon not less than 60 days' prior written notice to that effect, provided that,
                                         so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying
                                         Agent, expire less than 45 days before any due date for the payment of interest. Following
                                         receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and
                                         in any event not less than 30 days before the resignation takes effect, give notice to
                                         the Noteholders under Condition 12. If the Fiscal Agent shall resign or be removed pursuant
                                         to subclauses 25.1 or 25.2 above or in accordance with this subclause 25.3, the Issuer
                                         shall promptly and in any event within 30 days of receipt of the notice of resignation
                                         appoint a successor (being a leading bank acting through its office in the United States
                                         or London). If the Issuer fails to appoint a successor within such period, the Fiscal
                                         Agent may at the expense of the Issuer petition a court of competent jurisdiction for
                                         the appointment of a successor Fiscal Agent.



 






    17


     


    

 


		25.4	Notwithstanding
                                         the provisions of subclauses 25.1, 25.2 and 25.3, so long as any of the Notes is outstanding,
                                         the termination of the appointment of an Agent (whether by the Issuer or by the resignation
                                         of such Agent) shall not be effective unless upon the expiry of the relevant notice there
                                         is:



 


		(a)	a
                                         Fiscal Agent and a Paying Agent (which may be the Fiscal Agent); and



 


		(b)	a
                                         Registrar and a Transfer Agent.



 


		25.5	Any
                                         successor Agent shall execute and deliver to its predecessor, the Issuer, the Guarantor
                                         and, where appropriate, the Fiscal Agent, an instrument accepting the appointment under
                                         this Agreement, and the successor Agent, without any further act, deed or conveyance,
                                         shall become vested with all the authority, rights, powers, trusts, immunities, duties
                                         and obligations of the predecessor with like effect as if originally named as an Agent.



 


		25.6	If
                                         the appointment of an Agent under this Agreement is terminated (whether by the Issuer
                                         or by the resignation of the relevant Agent), such Agent shall (upon payment of its charges
                                         hereunder, except for those charges, if any, under a good faith dispute by the Issuer)
                                         on the date on which the termination takes effect deliver to its successor Agent (or,
                                         if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all
                                         records concerning the Notes maintained by it (except such documents and records as it
                                         is obliged by law or regulation to retain or not to release) and pay to its successor
                                         Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of
                                         Notes which have become due and payable but which have not been presented for payment,
                                         but shall have no other duties or responsibilities under this Agreement.



 


		25.7	If
                                         the Fiscal Agent or any of the other Agents shall change its specified office, it shall
                                         give to the Issuer, the Guarantor and where appropriate, the Fiscal Agent not less than
                                         45 days' prior written notice to that effect giving the address of the new specified
                                         office. As soon as practicable thereafter and in any event at least 30 days before the
                                         change, the Fiscal Agent shall give to the Noteholders on behalf of and at the expense
                                         of the Issuer, notice of the change and the address of the new specified office under
                                         Condition 12.



 


		25.8	A
                                         person into which any Agent for the time being may be merged or converted or a person
                                         with which the Agent may be consolidated or a person resulting from a merger, conversion
                                         or consolidation to which the Agent shall be a party, any person to which such Agent
                                         shall sell or otherwise transfer all or substantially all of its assets or any person
                                         to which such Agent shall sell or otherwise transfer all or substantially all of its
                                         corporate trust business, shall, to the extent permitted by applicable law, be the successor
                                         Agent under this Agreement without the execution or filing of any paper or any further
                                         act on the part of any of the parties to this Agreement. Notice of any merger, conversion
                                         or consolidation shall forthwith be given to the Issuer and, where appropriate, the Fiscal
                                         Agent.



 


		26.	Meetings
                                         of Noteholders



 


The
provisions of Schedule 3 shall apply to meetings of the
Noteholders (including by way of teleconference or videoconference call) and shall have effect in the same manner as
if set out in this Agreement provided that, so long as any of the Notes are represented by the Global Certificate, the
expression "Noteholders" shall include the persons for the time being shown in the records of Euroclear
and/or Clearstream, Luxembourg, as the holders of a particular principal amount of such Notes (in which regard a certificate
or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the
account of any person shall be conclusive and binding) for all purposes other than with respect to the payment of principal
of, and interest on, such Notes, the right to which shall be vested as against the Issuer or the Guarantor solely in the
nominee for the relevant Clearing System in accordance with and subject to the terms of the Global Certificate and the
expressions "holder" and "holders" shall be construed accordingly.


 






    18


     


    

 


		27.	Notices



 


Any
notice required to be given under this Agreement to any of the parties shall be in English and shall be delivered in person, sent
by pre-paid post (first class if inland, first class airmail if overseas) or by facsimile addressed to:


 


	The Issuer:	SIMON INTERNATIONAL
    FINANCE, S.C.A.
		
		2, rue des Girondins
		L-1626, Luxembourg
	 	 
		Facsimile No:  35226383525
		Attention:         Board of Managers of Simon International Finance GP, as general partner of Simon International Finance S.C.A.
	 	 
		with a copy to:
	 	 
		SIMON PROPERTY GROUP,
    L.P.
		225 West Washington Street
		Indianapolis, Indiana 46204
		United States of America
		Facsimile No:  317-263-7613
		Attention:         Treasurer with a copy to General Counsel
	 	 
	 	 
	The Guarantor:	SIMON PROPERTY GROUP, L.P.
		225 West Washington Street
		Indianapolis, Indiana 46204
		United States of America
	 	 
		Facsimile No:  317-263-7613
			 
	 	Attention:         Treasurer with a copy to General Counsel



 






    19


     


    

 


	The Fiscal Agent, the Transfer	The
    Bank of New York Mellon Trust Company, N.A.
	Agent and the Registrar:	2
    N. LaSalle Street, Suite 1020
		Chicago, Illinois 60602
		United States of America
	 	 
		Facsimile No:  312-827-8572
		Attention:         Corporate Trust Administration
	 	 
	The London Paying Agent:	The Bank of New York MELLON, LONDON BRANCH

                                                                                

	 	One
    Canada Square
		Canary Wharf
		London E14 5AL
		England
	 	 
		Facsimile No:  +44 (0) 207 964 6399
	 	Attention:         Global Corporate Trust
			



 



or
such other address of which notice in writing has been given to the other parties to this Agreement under the provisions of this
clause.


 


Any
such notice shall take effect, if delivered in person, at the time of delivery, if sent by post, three days in the case of inland
post or seven days in the case of overseas post, after the time of despatch, and, in the case of facsimile, 24 hours after the
time of despatch, provided that in the case of a notice given by facsimile transmission such notice shall forthwith be confirmed
by post. The failure of the addressee to receive such confirmation shall not invalidate
the relevant notice given by facsimile, except in the case of notices or communications given to the Agents, which shall be effective
only upon actual receipt by such Agent at its address listed in this Section 27.


 


Each
of the Agents shall have the right to accept and act upon instructions, including funds transfer instructions
("Instructions") given pursuant to this Agreement and delivered using Electronic Means (as defined below);
provided, however, that the Issuer and the Guarantor shall provide to the Agents an incumbency certificate listing officers
with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such
Authorized Officers, which incumbency certificate shall be amended by the Issuer or the Guarantor, as applicable, whenever a
person is to be added or deleted from the listing.  If the Issuer or the Guarantor, as applicable, elects to give an
Agent Instructions using Electronic Means and such Agent in its discretion elects to act upon such Instructions, the
Agent’s understanding of such Instructions shall be deemed controlling.  Each of the Issuer and the Guarantor
understands and agrees that the Agents cannot determine the identity of the actual sender of such Instructions and that the
Agents shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Agents have been sent by such Authorized Officer.  The Issuer and the Guarantor,
as applicable, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Agents and
that the Issuer, the Guarantor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of
applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer or the Guarantor, as
applicable.  The Agents shall not be liable for any losses, costs or expenses arising directly or indirectly from such
Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are
inconsistent with a subsequent written instruction.  The Issuer and the Guarantor agrees: (i) to assume all risks
arising out of the use of Electronic Means to submit Instructions to the Agents, including without limitation the risk of an
Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully
informed of the protections and risks associated with the various methods of transmitting Instructions to an Agent and that
there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer or the Guarantor, as
applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to
notify the Agent immediately upon learning of any compromise or unauthorized use of the security procedures.


 






    20


     


    

 


"Electronic
Means" shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by an Agent, or another method or system specified
by such Agent as available for use in connection with its services hereunder.


 


		28.	Taxes
                                         and Stamp Duties



 


The
Issuer and the Guarantor agrees to pay any and all stamp and other taxes or duties which may be payable in connection with the
execution, delivery, performance and enforcement of this Agreement by the Agents.


 


		29.	Counterparts



 


This
Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement
and any party may enter into this Agreement by executing a counterpart.


 


The
exchange of copies of this Agreement and of signature pages by facsimile or electronic
(i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Agreement
as to the parties hereto and may be used in lieu of the original Agreement for all purposes. The exchange of copies of this Agreement
and of signature pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing
created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved
by the Agents, shall constitute effective execution and delivery of this Agreement for all purposes. Signatures of the parties
hereto that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on
an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Agents,
shall be deemed to be their original signatures for all purposes of this Agreement as to the parties hereto and may be used in
lieu of the original.


 


Anything
in this Agreement or the Notes to the contrary
notwithstanding, for the purposes of the transactions contemplated by this Agreement, the Notes and any document to be signed
in connection with the Agreement or the Notes (including the Notes, the Guarantee, the Fiscal Agent’s certificate of
authentication and amendments, supplements, waivers, consents and other modifications, certificates, Issuer orders and
opinions of counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be
signed by manual signatures that are scanned, photocopied or faxed or other electronic signatures created on an
electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the
Agents, and contract formations on electronic platforms approved by the Agents, and the keeping of records in electronic
form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed
signature in ink or the use of a paper-based recordkeeping system, as the case may be.


 






    21


     


    

 



 


		30.	Descriptive
                                         Headings



 


The
descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this
Agreement.


 


		31.	Governing
                                         Law and Submission to Jurisdiction



 


		31.1	This
                                         Agreement is governed by, and shall be construed in accordance with, the laws of the
                                         State of New York, without regard to principles of conflicts of laws. The application
                                         of the provisions set out in articles 470-1 to 470-19 (inclusive) of the Luxembourg law
                                         of 10 August 1915, on commercial companies, as amended is expressly excluded.



 


		31.2	Each
                                         of the Issuer, the Guarantor and the Agents irrevocably consents to the non-exclusive
                                         jurisdiction of the State or Federal courts sitting in the Borough of Manhattan, The
                                         City of New York ("New York Courts") to adjudicate any disputes which
                                         may arise out of or in connection with this Agreement or the Notes and that accordingly
                                         any action or proceedings (together referred to as "Proceedings") arising
                                         out of or in connection with this Agreement or the Notes may be brought in such New York
                                         Courts. Each of the Issuer, the Guarantor and the Agents waive any objection to Proceedings
                                         in such courts whether on the ground of venue or on the ground that the Proceedings have
                                         been brought in an inconvenient forum.



 


		31.3	Each
                                         of the Issuer, the Guarantor and the Agents, and each Noteholder by its acceptance of
                                         a Notes, agrees to waive, to the fullest extent permitted by applicable law, any right
                                         any of them may have to a trial by jury in any legal proceeding directly or indirectly
                                         arising out of or relating to this Agreement or any Note (whether based on contract,
                                         tort or any other theory). Each of the Issuer, the Guarantor and the Agents, (a) certifies
                                         that no representative, agent or attorney or any other party has represented, expressly
                                         or otherwise, that such other party would not, in the event of Proceedings, seek to enforce
                                         the foregoing waiver and (b) acknowledges that it and the other parties to this Agreement
                                         have been induced to enter in this Agreement by, among other things, the mutual waivers
                                         and certifications in this section.



 


		31.4	The
                                         Issuer hereby agrees that the process by which any Proceedings in the New York Courts
                                         are begun may be served on it by being delivered to Simon Property Group, Inc., 225 West
                                         Washington Street, Indianapolis, Indiana 46204, United States of America and agrees further
                                         that service of process upon such person shall be deemed in every respect effective service
                                         of process in any such proceedings. If the appointment of the person appointed to receive
                                         process on behalf of the Issuer ceases to be effective, the Issuer shall forthwith appoint
                                         a further person in the State of New York to accept service of process on its behalf
                                         and notify the name and address of such person to the Fiscal Agent, on behalf of the
                                         Agents, and, failing such appointment within fifteen days, the Fiscal Agent shall be
                                         entitled to appoint such a person by written notice addressed and delivered to the Issuer.



 






    22


     


    

 


		31.5	To
                                         the extent that either the Issuer or the Guarantor has or hereafter may acquire any immunity
                                         from jurisdiction of any court or from any legal process with respect to itself or its
                                         property, each of the Issuer and the Guarantor hereby irrevocably waives such immunity
                                         in respect of its obligations under this Agreement and under any Note.



 


		32.	Amendments



 


This
Agreement may be amended by all of the parties, without the consent of any Noteholder, either;


 


		(a)	for
                                         the purpose of curing any ambiguity or of curing, correcting or supplementing any manifest
                                         or proven error or any other defective provision contained in this Agreement; or



 


		(b)	in
                                         any other manner which the parties may mutually deem necessary or desirable and which
                                         shall not be inconsistent with the Conditions and shall not be materially prejudicial
                                         to the interests of the Noteholders.



 


Prior
to executing any amendment, the Fiscal Agent shall be entitled to receive, and shall be fully protected in relying on, an opinion
of counsel to the Issuer stating that such amendment is permitted under this Agreement. The Fiscal Agent may, but shall not be
obligated to, execute any amendment if such amendment adversely affects the Fiscal Agent's rights, duties or immunities.


 


		33.	CONTRACTUAL
                                         RECOGNITION OF BAIL-IN POWERS



 


Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of
the parties hereto, each of the parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto arising
under this Agreement may be subject to the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority and
acknowledges, accepts, consents to and agrees to be bound by:


 


		(a)	the
                                         effect of the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution
                                         Authority, which exercise (without limitation) may include and result in any of the following,
                                         or a combination thereof:



 


		(i)	the
                                         reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;



 


		(ii)	the
                                         conversion of all, or a portion, of the BRRD Liability into shares, other securities
                                         or other obligations of another person (and the issue to or conferral on it of such shares,
                                         securities or obligations);



 


		(iii)	the
                                         cancellation of the BRRD Liability; or



 


		(iv)	the
                                         amendment or alteration of any interest, if applicable, thereon, the maturity or the
                                         dates on which any payments are due, including by suspending payment for a temporary
                                         period; and



 


		(b)	the
                                         variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution
                                         Authority, to give effect to the exercise of any Statutory Loss Absorption Powers by
                                         the Relevant Resolution Authority.



 






    23


     


    

 


For
the purposes of this clause 33:


 


"Bail-in
Legislation" means (a) in relation to a member state of the European Economic Area which has implemented, or which at
any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation
Schedule from time to time and (b) in relation to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended
from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound
or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings);


 


"BRRD"
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms,
as amended or replaced from time to time;


 


"BRRD
Liability" has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable
Bail-in Legislation;


 


"BRRD
Party" means any party hereto that is subject to Statutory Loss Absorption Powers;


 


"EU
Bail-in Legislation Schedule" means the document described as such, then in effect, and published by the Loan Market
Association (or any successor person) from time to time at http://www.lma.eu.com/;


 


"Relevant
Resolution Authority" means, in relation to any BRRD Party, the resolution authority with the ability to exercise any
Statutory Loss Absorption Powers as defined in this clause; and


 


"Statutory
Loss Absorption Powers" means (a) in relation to a member state of the European Economic Area which has implemented,
or which at any time implements, the BRRD, any Write-down and Conversion Powers as defined in relation to the relevant EU Bail-in
Legislation Schedule and (b) in relation to the United Kingdom, any powers of the Relevant Resolution Authority under the Bail-In
Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person
or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers in relation to the relevant Bail-in Legislation.


 






    24


     


    

 


SCHEDULE
1



FORM OF THE GLOBAL CERTIFICATE


 


GLOBAL
CERTIFICATE


 


THIS
CERTICATE IS A GLOBAL CERTIFICATE REGISTERED IN THE NAME OF A NOMINEE FOR A COMMON SAFEKEEPER FOR EUROCLEAR BANKING S.A./N.V.
("EUROCLEAR") AND CLEARSTREAM BANKING, S.A. ("CLEARSTREAM, LUXEMBOURG") AND HELD UNDER THE NEW
SAFEKEEPING STRUCTURE. THIS GLOBAL CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
GLOBAL CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO ANY U.S. PERSON UNLESS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE EXPIRATION OF THE 40-DAY "DISTRIBUTION
COMPLIANCE PERIOD" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), NEITHER THIS
GLOBAL CERTIFICATE NOR ANY PORTION HEREOF MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON EXCEPT IN COMPLIANCE WITH REGULATION S.


 


ISIN:
XS2310797696


 


Common
Code: 231079769


 


Simon
International Finance, S.C.A. a corporate partnership limited by shares (société en commandite par actions)
incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue des Girondins, L-1626, Luxembourg,
Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under registration No. B 191224
(the "Issuer") hereby certifies that The Bank of New York Depository (Nominees) Limited is, at the date hereof,
entered in the Register as the holder of the aggregate nominal amount of €750,000,000 of a duly authorized issue of Notes
(the "Notes") described, and having the provisions specified, in the attached Terms and Conditions of the Notes
(the "Conditions").


 


Words
and expressions defined or set out in the Conditions shall have the same meaning when used in this Global Certificate.


 


This
Global Certificate is issued subject to, and with the benefit of, the Conditions and a fiscal agency agreement (the "Agency
Agreement" which expression shall be construed as a reference to that agreement as the same may be amended, supplemented,
novated or restated from time to time) dated March 19, 2021 and made among, the Issuer, Simon Property Group, L.P., The Bank of
New York Mellon Trust Company, N.A., as Fiscal Agent, Transfer Agent and Registrar and
The Bank of New York Mellon, London Branch, as London Paying Agent.


 


Subject
to and in accordance with the Conditions, the registered holder of this Global Certificate is entitled to receive on March
19, 2033 and/or on such earlier date(s) as all or any of the Notes represented by this Global Certificate may become due and
repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes on each such
date and interest on the nominal amount of the Notes from time to time represented by this Global Certificate
calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, all in
accordance with the Conditions.


 






    25


     


    

 


On
any redemption of, payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented
by this Global Certificate, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered
by the Registrar in the Register. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes held
by the registered holder hereof shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled. The
nominal amount of the Notes held by the registered holder hereof following any such redemption or purchase and cancellation or
any transfer or exchange as referred to below shall be that amount most recently entered in the Register.


 


Notes
represented by this Global Certificate are transferable only in accordance with, and subject to, the provisions of this Global
Certificate and of Condition 2 and the rules and operating procedures of Euroclear and Clearstream, Luxembourg (together, the
 "Clearing Systems").


 


This
Global Certificate may be exchanged in whole but not in part (free of charge) for definitive Certificates in the form set out
in Part 1 of Schedule 2 to the Agency Agreement (on the basis that all the appropriate details have been included on the face
of such definitive Certificates and the Conditions have been endorsed on or attached to such Certificates) only upon the occurrence
of any of the following events:


 


		(a)	principal,
                                         premium, if any, or interest in respect of any Note is not paid when due and payable
                                         in accordance with the Conditions;



 


		(b)	if
                                         this Global Certificate is registered in the name of a nominee for a common safekeeper
                                         for Euroclear and Clearstream, Luxembourg, the Issuer has been notified that both Euroclear
                                         and Clearstream, Luxembourg have been closed for business for a continuous period of
                                         14 days (other than by reason of holiday, statutory or otherwise) or have announced an
                                         intention permanently to cease business or have in fact done so and no successor clearing
                                         system is available.



 


The
Issuer will promptly give notice to Noteholders in accordance with Condition 12 upon the occurrence of any such event. In the
event of the occurrence of any such event, Euroclear and/or Clearstream, Luxembourg, as the case may be, acting on the instructions
of any holder of an interest in this Global Certificate may give notice to the Registrar requesting exchange. An exchange shall
occur no later than 10 days after the date of receipt of the relevant notice by the Registrar.


 


Exchanges
will be made upon presentation of this Global Certificate at the office of the Registrar at The Bank of New York Mellon Trust
Company, N.A., 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602, United States of America by the holder of it on any day
(other than a Saturday or Sunday) on which banks are open for general business in the United States. The aggregate nominal amount
of Certificates issued upon an exchange of this Global Certificate will be equal to the aggregate nominal amount of this Global
Certificate.


 


On
an exchange in whole of this Global Certificate, this Global Certificate shall be surrendered to the Registrar.


 






    26


     


    

 


On
any exchange or transfer following which either (i) Notes represented by this Global Certificate are no longer to be so represented
or (ii) Notes not so represented are to be so represented, details of the transfer shall be entered by the Registrar in the Register,
following which the nominal amount of this Global Certificate and the Note held by the registered holder of this Global Certificate
shall be increased or reduced (as the case may be) by the nominal amount so transferred.


 


Until
the exchange of the whole of this Global Certificate, the registered holder of this Global Certificate shall in all respects (except
as otherwise provided in this Global Certificate and in the Conditions) be entitled to the same benefits as if he were the registered
holder of the Certificates represented by this Global Certificate.


 


In
the event that this Global Certificate (or any part of it) has become due and repayable in accordance with the Conditions or that
the maturity date has occurred and, in either case, payment in full of the amount due has not been made to the registered holder
of this Global Certificate in accordance with the provisions set out above, then holders of interests in this Global Certificate
will become entitled to proceed directly against the Issuer on the basis of statement of account provided by Euroclear and Clearstream,
Luxembourg, as the case may be, provided nothing herein shall prevent the Issuer or any Agent from giving effect to any written
certification, proxy or other authorization furnished by the depositary or impair, as between the Clearing Systems and their agent
members, the operation of customary practices of such depositary governing the exercise of the rights of a holder of a beneficial
interest in this Global Certificate.


 


This
Global Certificate is not a document of title. Entitlements are determined by entry in the Register and only the duly registered
holder from time to time is entitled to payment in respect of this Global Certificate.


 


For
so long as all of the Notes are represented by this Global Certificate and this Global Certificate is held on behalf of a clearing
system, each person (other than another clearing system) who is for the time being shown in the records of Euroclear or Clearstream,
Luxembourg (as the case may be), as the holder of a particular aggregate principal amount of such Notes (each an "Accountholder")
(in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg (as the case may be) as to the
aggregate principal amount of such Notes standing to the account by any person shall in the absence of manifest error, be conclusive
and binding for all purposes), shall be treated as the holder of such aggregate principal amount of such Notes (and the expression
 "Noteholders" and references to "holding of Notes" and to "holder of Notes"
shall be construed accordingly) for all purposes other than with respect to payments on such Notes, the right to which shall be
vested, as against the Issuer, solely in the nominee for the relevant clearing system (the "Relevant Nominee"),
in accordance with and subject to the terms of this Global Certificate. Each Accountholder must look solely to Euroclear or Clearstream,
Luxembourg, as the case may be, for its share of each payment made to the Relevant Nominee.


 


Payments
of principal and premium, if any, in respect of Notes represented by this Global Certificate, if no further payment falls to be
made in respect of the Notes, will be made upon presentation and surrender of this Global Certificate to or to the order of the
Fiscal Agent or such other Agent as shall have been notified to the registered holder of this Global Certificate for such purpose.


 






    27


     


    

 


So
long as the Notes are represented by the Global Certificate, each payment in respect of the Global Certificate will be made to,
or to the order of, the person shown as the holder of the Notes in the Register (as such term is defined in the Agency Agreement)
at the close of business (of the relevant clearing system) on the Clearing System Business Day immediately prior to the due date
for such payments, where "Clearing System Business Day" means Monday to Friday, inclusive except December 25 and January
1.


 


A
record of each payment made will be endorsed on the appropriate schedule to this Global Certificate by or on behalf of the Fiscal
Agent and shall be prima facie evidence that payment has been made.


 


So
long as all the Notes are represented by this Global Certificate and this Global Certificate is held on behalf of a clearing system,
notices to Noteholders may be given by delivery of the relevant notice to that clearing system for communication by it to entitled
Accountholders in substitution for notification as required by the Conditions.


 


The
Registrar will not register title to the Notes in a name other than that of the Relevant Nominee for a period of 15 calendar days
preceding the due date for any payment of principal or premium, if any, in respect of the Notes.


 


Transfers
of book-entry interests in the Notes will be effected through the records of Euroclear and Clearstream, Luxembourg and their respective
participants in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and their respective direct
and indirect participants.


 


This
Global Certificate is governed by, and shall be construed in accordance with, New York law. The
application of the provisions set out in articles 470-1 to 470-19 (inclusive) of the


Luxembourg
law of 10 August 1915, on commercial companies, as amended is expressly


excluded.


 


This
Global Certificate shall not be valid unless authenticated by the Fiscal Agent and effectuated by the entity appointed as Common
Safekeeper by the relevant clearing systems.


 






    28


     


    

 


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


 


SIMON
INTERNATIONAL FINANCE, S.C.A.


 


acting
through its general partner Simon International Finance GP, S.à r.l.





represented
by its permanent representative Brian J. McDade





	By: 		 




	 	Name:	Brian J. McDade	 




	 	Title:	Permanent Representative	 




 


Authenticated
without recourse, warranty or

liability by


 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent


 


 


 


	By:	_________________________________

                                         Name:

                                         Title:
	 	Date:









 


Effectuation


 


This
Global Certificate is effectuated by or on behalf of the Common Safekeeper.


 


CLEARSTREAM
BANKING, S.A.


as Common
Safekeeper


 


 


	By: 	 	 




 





Authorised
Signatory


For
the purposes of effectuation only.


 






    29


     


    

 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED the undersigned, being the registered holder of this Global Certificate, hereby sell(s), assign(s) and transfer(s)
to


 


	 




 


	 




 


	 




 


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


 


€
____________________________ in principal amount outstanding of the €750,000,000 1.125% Guaranteed Notes due March 2033
of Simon International Finance, S.C.A. (the "Notes") and all rights thereunder, hereby irrevocably constituting
and appointing The Bank of New York Mellon Trust Company, N.A., in its capacity as registrar in relation to the Notes (or any
successor to The Bank of New York Mellon Trust Company, N.A., in its capacity as such) to effect the relevant transfer by means
of appropriate entries in the register kept by it.


 


	 	Signature(s)	 
	 	 	 
	 	 	 




 


	Date:	 	 






 






	N.B.	1	This
                                         form of transfer must be accompanied by such documents, evidence and information as may
                                         be required pursuant to the Conditions and must be executed under the hand of the transferor
                                         or, if the transferor is a corporation, either under its common seal or under the hand
                                         of two of its officers duly authorized in writing and, in such latter case, the document
                                         so authorizing such officers must be delivered with this form of transfer.




 


		2	The
                                         name of the person by or on whose behalf this form of transfer is signed must correspond
                                         with the name of the registered holder as it appears on the front of this Global Certificate.






 



    30


     


    




 



 


SCHEDULE

Payments, Exchange and Cancellation of Notes


 


	Date
    of

    payment,

    exchange,

    delivery or

    cancellation	Amount
    of

    interest, any

    Additional

    Amounts or

    premium, if

    any, paid	Principal

    amount of

    Global

    Certificate

    then 

    delivered or

    by which

    Global

    Certificate 

    then 

    increased	Aggregate

    principal

    amount of

    Notes then

    cancelled	Remaining

    principal 

    amount of

    this Global

    Certificate	Authorised
    

    Signature
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






    31


     


    

 





[Attached
to the Global Certificate]


 


[Guarantee
as set out in Schedule 5]


 


[Terms
and Conditions of the Notes as set out in Part 2 of Schedule 2]


 


[At
the foot of the Terms and Conditions of the Notes:]


 


FISCAL
AGENT, REGISTRAR AND TRANSFER AGENT


 


The
Bank of New York Mellon Trust Company, N.A.

2 N. LaSalle Street, Suite 1020

Chicago, Illinois 60602

United States of America


 


LONDON
PAYING AGENT


 


The
Bank of New York Mellon, London Branch

One Canada Square

Canary Wharf

London E14 5AL

England


 






    32


     


    

 





SCHEDULE
2



FORM OF CERTIFICATE AND TERMS AND CONDITIONS OF THE NOTES


 


PART
1


 


FORM
OF CERTIFICATE


 


THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO ANY U.S. PERSON UNLESS EXEMPT FROM,
OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE EXPIRATION OF THE 40-DAY "DISTRIBUTION
COMPLIANCE PERIOD" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), NEITHER THIS
NOTE NOR ANY PORTION HEREOF MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON EXCEPT IN COMPLIANCE WITH REGULATION S.


 


ISIN:
XS2310797696


 


Common
Code: 231079769


 


Simon
International Finance, S.C.A. a corporate partnership limited by shares (société en commandite par actions)
incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue des Girondins, L-1626, Luxembourg,
Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under registration No. B 191224
(the "Issuer") hereby certifies that ____________ is/are, at the date of this Note, entered in the Register as
the holder(s) of the aggregate nominal amount of €____________ of a duly authorized issue of €750,000,000 1.125% Guaranteed
Notes due March 2033 by the Issuer (the "Notes") described, and having the provisions specified, in the attached
Conditions (the "Conditions"). References in this Note to the Conditions shall be to the Terms and Conditions
attached to this Note.


 


Words
and expressions defined or set out in the Conditions shall have the same meaning when used in this Note.


 


This
Note is issued subject to, and with the benefit of, the Conditions and a fiscal agency agreement (the "Agency Agreement",
which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated
from time to time) dated March 19, 2021 and made among the Issuer, Simon Property Group, L.P., The Bank of New York Mellon Trust
Company, N.A., as Fiscal Agent, Transfer Agent and Registrar and The Bank of New York Mellon, London Branch, as London Paying
Agent.


 


Subject
to and in accordance with the Conditions, the registered holder(s) of this Note is/are entitled to receive on March 19, 2033 and/or
on such earlier date(s) as this Note may become due and repayable in accordance with the Conditions, the amount payable under
the Conditions in respect of this Note on each such due date and interest (if any) on this Note calculated and payable as provided
in the Conditions together with any other sums payable under the Conditions, all in accordance with the Conditions.


 






    33


     


    

 





This
Note is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from
time to time is entitled to payment in respect of this Note.


 


This
Note shall not be valid unless authenticated by the Fiscal Agent.


 


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


 


SIMON
INTERNATIONAL FINANCE, S.C.A.


acting
through its general partner Simon International Finance GP, S.à
r.l.


represented
by its permanent representative Brian J. McDade


 


	By: 	 	 
	 	Name:	Brian J. McDade	 
	 	Title:	Permanent Representative	 





 


Authenticated
                                         without recourse, warranty or

                                         liability by


 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent


 


	By:	_________________________________________________

                                         Name:

                                         Title:

                                         Date:



 





 



    34


     


    

 


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

	 

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

	€____________
    nominal amount of this Note and all rights hereunder, hereby irrevocably constituting and appointing [REGISTRAR] as attorney
    to transfer such principal amount of this Note in the register maintained by SIMON INTERNATIONAL FINANCE, S.C.A. with full
    power of substitution.
	 	Signature(s)	 
	 	 	 
	 	 	 








	Date: 	 	 
	NOTE:
	1. 	This
    form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions
    and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal
    or under the hand of two of its officers duly authorized in writing and, in such latter case, the document so authorizing
    such officers must be delivered with this form of transfer.
	 	 
	2. 	The
    name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder
    as it appears on the front of this Certificate.
	

 





 



    35


     


    

 



 


[Attached
to the Certificate]


 


[Guarantee
as set out in Schedule 5]


 


[Terms
and Conditions of the Notes as set out in Part 2 of this Schedule 2]


 


[At
the foot of the Terms and Conditions of the Notes:]


 


FISCAL
AGENT, REGISTRAR AND TRANSFER AGENT


 


The
Bank of New York Mellon Trust Company, N.A.


2
N. LaSalle Street, Suite 1020


Chicago, Illinois 60602


United States of America


 


LONDON
PAYING AGENT


 


The
Bank of New York Mellon, London Branch


One Canada Square


Canary Wharf


London E14 5AL


England


 


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


 






    36


     


    

 


PART
2


 


TERMS AND CONDITIONS OF THE NOTES


 


The
following is the text of the Terms and Conditions of the Notes which (subject to modification and except for the paragraphs in
italics) will be endorsed on the Certificates issued in respect of the Notes:


 


The
 €750,000,000 1.125% Guaranteed Notes due 2033 (the "Notes," which expression shall in these Conditions,
unless the context otherwise requires, include any further notes issued pursuant to Condition 14 and forming a single series with
the Notes) of Simon International Finance, S.C.A. (the "Issuer") are issued subject to and with the benefit of
(i) a fiscal agency agreement dated March 19, 2021 (such agreement as amended and/or supplemented and/or restated from time to
time, the "Agency Agreement") made between the Issuer, Simon Property Group, L.P. in its capacity as guarantor
(the "Guarantor"), The Bank of New York Mellon Trust Company, N.A.
in its capacities as fiscal agent (the "Fiscal Agent"), transfer agent (the "Transfer Agent")
and registrar (the "Registrar"), and The Bank of New York Mellon, London Branch in its capacity as paying agent
(the "London Paying Agent," together with the Fiscal Agent, the "Paying Agents" and, the Fiscal
Agent, the London Paying Agent, the Transfer Agent and the Registrar collectively, the "Agents") and (ii) a full
guarantee by the Guarantor as set out in the Agency Agreement (the "Guarantee").


 


The
Notes will be issued on March 19, 2021.


 


The
statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency
Agreement. Copies of the Agency Agreement are available for inspection during normal business hours at the specified office of
the Fiscal Agent. The holders of the Notes (the "Noteholders") are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Agency Agreement (which includes, without limitation, the Guarantee) applicable
to them. References in these Conditions to the Agents shall include any successor appointed under the Agency Agreement.


 


The
owners shown in the records of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream,
Luxembourg") of book-entry interests in Notes are entitled to the benefit of, are bound by, and are deemed to have notice
of, all the provisions of the Agency Agreement (which includes, without limitation, the Guarantee) applicable to them.


 


		1.	Form,
                                         Denomination, Title and Guarantee



 


		(1)	Form
                                         and denomination



 


The
Notes are in registered form, serially numbered, in denominations of €100,000 each and integral multiples of €1,000
in excess thereof (referred to as the principal amount of a Note). A note certificate (each a "Certificate") will be
issued to each Noteholder in respect of its registered holding of Notes. Each Certificate will be numbered serially with an identifying
number which will be recorded on the relevant Certificate and in the register of Noteholders which the Issuer will procure to
be kept by the Registrar.


 


The
Notes are not issuable in bearer form.


 






    37


     


    

 


Upon
issue, the Notes will be represented by an individual Global Certificate registered in the name of a nominee for a common safekeeper
for Euroclear and Clearstream, Luxembourg held under the New Safekeeping Structure. It is intended that the Notes, while represented
by a Global Certificate, shall be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations
by the Eurosystem upon their issuance.


 


		(2)	Title



 


Title
to the Notes passes only by registration in the register of Noteholders. The holder of any Note will (except as otherwise required
by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership,
trust or any interest or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will
be liable for so treating the holder. In these Conditions "Noteholder" and (in relation to a Note) "holder"
means the person in whose name a Note is registered in the register of Noteholders.


 


Interests
in the Notes will be registered in the records of Euroclear and Clearstream, Luxembourg and interests in the Notes will only be
transferable in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg.


 


For
a description of the procedures for transferring title to book-entry interests in the Notes, see the Agency Agreement and Condition
2.


 


		(3)	Guarantee



 


The
Guarantor has in the Agency Agreement fully and unconditionally guaranteed the due and punctual payment of the principal of, and
premium, if any, and interest on, and all other amounts payable under, each Note and the Agency Agreement. The obligations of
the Guarantor under the Guarantee constitute direct and unconditional unsecured and unsubordinated obligations of the Guarantor
and will rank equally with all of the Guarantor's other existing and future unsecured and unsubordinated indebtedness from time
to time outstanding. Notwithstanding the foregoing, the obligations of the Guarantor under the Guarantee at any time shall be
limited to the maximum amount as will result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent
transfer or conveyance for purposes of any Debtor Relief Law to the extent applicable to the Agency Agreement, the Notes and the
obligations of the Guarantor thereunder. In these Conditions, "Debtor Relief Law" means Title 11 of the United
States Code, as amended, and all other liquidation, bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium,
receivership, insolvency, rearrangement, reorganization or similar debtor relief laws of the United States or other applicable
jurisdictions in effect from time to time. Subject to specified limitations as described in Condition 4 below, the Agency Agreement
and the Notes permit the Guarantor and its subsidiaries to incur additional secured and unsecured indebtedness and to issue preferred
equity.


 






    38


     


    

 


		2.	Transfers
                                         of Notes and Issue of Certificates



 


		(1)	Transfers



 


A
Note may be transferred by depositing the Certificate issued in respect of that Note, with the form of transfer on the back duly
completed and signed, at the specified office of the Registrar or any of the Transfer Agents.


 


Transfers
of book-entry interests in the Notes will be effected through the records of each of Euroclear and Clearstream, Luxembourg and
their respective participants in accordance with the rules and procedures of each of Euroclear and Clearstream, Luxembourg and
their respective direct and indirect participants.


 


		(2)	Delivery
                                         of new Certificates



 


Each
new Certificate to be issued upon transfer of Notes will, within five business days of receipt by the Registrar or the relevant
Transfer Agent of the duly completed form of transfer endorsed on the relevant Certificate, be mailed by uninsured mail at the
risk of the holder entitled to the Note to the address specified in the form of transfer. For the purposes of this Condition,
 "business day" shall mean a day on which banks are open for business in the city in which the specified office of the
Transfer Agent with whom a Certificate is deposited in connection with a transfer is located.


 


Except
in the limited circumstances described herein, owners of interests in the Notes will not be entitled to receive physical delivery
of Certificates. Issues of Certificates upon transfer of Notes are subject to compliance by the transferor and transferee with
the certification procedures described above and in the Agency Agreement.


 


Where
some but not all of the Notes in respect of which a Certificate is issued are to be transferred, a new Certificate in respect
of the Notes not so transferred will, within five business days of receipt by the Registrar or the relevant Transfer Agent of
the original Certificate, be mailed by uninsured mail at the risk of the holder of the Notes not so transferred to the address
of such holder appearing on the register of Noteholders or as specified in the form of transfer.


 


		(3)	Formalities
                                         free of charge



 


Registration
or transfer of Notes will be effected without charge by or on behalf of the Issuer or any Agent but upon payment (or the giving
of such indemnity as the Issuer or any Agent may reasonably require) in respect of any tax or other governmental charges which
may be imposed in relation to such transfer.


 


		(4)	Closed
                                         Periods



 


No
Noteholder may require the transfer of a Note to be registered during the period of 15 days ending on the due date for any payment
of principal of, or premium, if any, or interest on, that Note.


 






    39


     


    

 


		(5)	Regulations



 


All
transfers of Notes and entries on the register of Noteholders will be made subject to the detailed regulations concerning transfer
of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the
Registrar. A copy of the current regulations will be mailed (free of charge) by or on behalf of the Issuer to any Noteholder who
requests one.


 


		3.	Status
                                         of the Notes



 


The
Notes will constitute direct and unconditional unsecured and unsubordinated obligations of the Issuer and will rank equally with
all of the Issuer's other existing and future unsecured and unsubordinated indebtedness from time to time outstanding. Subject
to specified limitations as described in Condition 4 below, the Agency Agreement and the Notes permit the Issuer to incur additional
secured and unsecured indebtedness.


 


		4.	Covenants



 


		(1)	Covenants



 


The
Issuer and the Guarantor jointly and severally covenant and agree as follows:


 


		(a)	Limitation
                                         on Debt



 


As
of each Reporting Date (as defined below), Debt (as defined below) shall not exceed 65% of Total Assets (as defined below).


 


		(b)	Limitation
                                         on Secured Debt



 


As
of each Reporting Date, Secured Debt (as defined below) shall not exceed 50% of Total Assets.


 


		(c)	Fixed
                                         Charge Coverage Ratio



 


For
the four consecutive quarters ending on each Reporting Date, the ratio of Annualized EBITDA (as defined below) to Annualized Interest
Expense (as defined below) shall be at least 1.50 to 1.00.


 


		(d)	Maintenance
                                         of Total Unencumbered Assets



 


As
of each Reporting Date, Unencumbered Assets (as defined below) shall be at least 125% of Unsecured Debt (as defined below).


 


		(e)	Merger,
                                         Consolidation or Sale



 


Neither
the Issuer nor the Guarantor may, in any transaction or series of related transactions, (i) consolidate with, or merge with
or into, any other person or (ii) sell, lease or convey all or substantially all of its assets to any other person, in
each case, without the consent of holders of the Notes, unless:


 






    40


     


    

 


		(A)	in
                                         such transaction or transactions involving the Issuer, the Issuer shall be the continuing
                                         person or the successor person (if other than the Issuer) formed by or resulting from
                                         the consolidation or merger or to which its assets shall have been sold, leased or conveyed
                                         (i) is a corporation, limited liability company, partnership or other entity organized
                                         and existing under the laws of the United States (as defined in Condition 8 below) or
                                         any other member country in the Organization for Economic Co-operation and Development
                                         or any political subdivision or governmental authority thereof, (ii) if organized and
                                         existing other than under the laws of the United States, irrevocably and unconditionally
                                         (1) consents and submits to the jurisdiction of any United States federal court or New
                                         York state court, in each case located in the Borough of Manhattan in The City of New
                                         York, in respect of any legal action, suit or proceeding against it arising out of, or
                                         in connection with, the Agency Agreement or the Notes, (2) waives, to the fullest extent
                                         permitted by law, any objection to the laying of venue in any such court or that any
                                         such legal action, suit or proceeding has been brought in an inconvenient forum and (3)
                                         appoints an agent in The City of New York for service of process in any such legal action,
                                         suit or proceeding, and (iii) expressly assumes the due and punctual payment of the principal
                                         of, and premium, if any, and interest on, all the Notes and the due and punctual performance
                                         of all of the Issuer's other obligations under the Agency Agreement and the Notes;



 


		(B)	in
                                         such transaction or transactions involving the Guarantor, the Guarantor shall be the
                                         continuing person or the successor person (if other than the Guarantor) formed by or
                                         resulting from the consolidation or merger or to which its assets shall have been sold,
                                         leased or conveyed (i) is a corporation, limited liability company, partnership or other
                                         entity organized and existing under the laws of the United States or any other member
                                         country in the Organization for Economic Co-operation and Development or any political
                                         subdivision or governmental authority thereof, (ii) if organized and existing other than
                                         under the laws of the United States, irrevocably and unconditionally (1) consents and
                                         submits to the jurisdiction of any United States federal court or New York state court,
                                         in each case located in the Borough of Manhattan in The City of New York, in respect
                                         of any legal action, suit or proceeding against it arising out of, or in connection with,
                                         the Agency Agreement or the Guarantee, (2) waives, to the fullest extent permitted by
                                         law, any objection to the laying of venue in any such court or that any such legal action,
                                         suit or proceeding has been brought in an inconvenient forum and (3) appoints an agent
                                         in The City of New York for service of process in any such legal action, suit or proceeding
                                         and (iii) expressly assumes, via a supplement to the Agency Agreement or otherwise, all
                                         of the Guarantor's obligations under the Agency Agreement and the Guarantee;



 






    41


     


    

 


		(C)	immediately
                                         after giving effect to such transaction or transactions, no Event of Default, and no
                                         event which, after notice or the lapse of time or both would become an Event of Default,
                                         shall have occurred and be continuing; and



 


		(D)	the
                                         Fiscal Agent shall have received from the Issuer or the Guarantor a certificate of an
                                         authorized officer of the Issuer or the Guarantor (or its respective general partner),
                                         as applicable, and a written opinion of counsel to the effect that all conditions precedent
                                         to such transaction or transactions have been satisfied.



 


Upon
any such consolidation, merger, sale, lease or conveyance and upon any such assumption by a successor person, such successor person
shall succeed to, and be substituted for, the Issuer or the Guarantor, as applicable, and may exercise every right and power of
the Issuer or the Guarantor, as applicable, under the Notes or the Guarantee, as applicable, and the Agency Agreement with the
same effect as if such successor person had been named as the Issuer or the Guarantor, as applicable, in the Notes or the Guarantee,
as applicable, and the Agency Agreement; and thereafter, except in the case of a lease, the predecessor person shall be released
from all obligations and covenants under the Notes and the Guarantee, as applicable, and the Agency Agreement. The Issuer or the
Guarantor, as applicable, shall promptly provide written notice
of any such consolidation, merger, sale, lease or conveyance to the Noteholders.


 


For
the avoidance of doubt, no notice to, or consent from, the Noteholders shall be required solely with respect to any transfer of
the equity interests in the Issuer to another wholly-owned (whether directly or indirectly) Subsidiary (as defined below) of the
Guarantor or to the Guarantor, provided that: (i) such transfer is not a transaction or part of a series of related transactions
that would be required to comply with the above terms and requirements of this Condition 4(1)(e), (ii) the Guarantee in respect
of the Notes remains fully effective in relation to the obligations of the Issuer in respect of the Notes and remains valid, binding
and enforceable against the Guarantor with respect to the Notes, and (iii) immediately after giving effect to such transfer, no
Event of Default, and no event which, after notice or the lapse of time or both, would become an Event of Default, shall have
occurred and be continuing.


 






    42


     


    

 


		(f)	Substitution



 


The
Issuer may be replaced, and any member of the Guarantor's Group (as defined below) may be substituted for the Issuer, as
principal debtor in respect of the Notes (such member of the Guarantor's Group substituted for the Issuer, the
 "Substituted Debtor"), without the consent of holders of the Notes, upon not less than 30 nor more than 60 days'
prior written notice, provided that (i) the Issuer will use commercially reasonable efforts to select as the Substituted
Debtor an entity incorporated in a member state of the European Union whose currency is the Euro that satisfies the
requirements of ECB/2016/16, (ii) the Substituted Debtor has expressly assumed the due and punctual payment of the principal
of, and premium, if any, and interest on, all of the Notes and the due and punctual performance of all of the Issuer's other
obligations under the Agency Agreement and the Notes, (ii) if the Substituted Debtor is organized and existing other than
under the laws of the United States, the Substituted Debtor has irrevocably and unconditionally (A) consented and submitted
to the jurisdiction of any United States federal court or New York state court, in each case located in the Borough of
Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in
connection with, the Agency Agreement or the Notes, (B) waived, to the fullest extent permitted by law, any objection to the
laying of venue in any such court or that any such legal action, suit or proceeding has been brought in an inconvenient forum
and (C) appointed an agent in The City of New York for service of process in any such legal action, suit or proceeding, (iii)
if the Substituted Debtor is other than the Guarantor, the Guarantee in respect of the Notes is fully effective in relation
to the obligations of the Substituted Debtor in respect of the Notes or an equivalent guarantee is entered into by the
Guarantor that has been duly authorized by it and is valid, binding and enforceable against it with respect to the Notes,
(iv) immediately after giving effect to such substitution, no Event of Default, and no event which, after notice or the lapse
of time or both, would become an Event of Default, shall have occurred and be continuing and (v) the Fiscal Agent shall have
received from the Issuer a certificate of an authorized officer of the Issuer (or its general partner) and a written opinion
of counsel to the effect that all conditions precedent to such substitution have been satisfied.


 


Upon
any replacement of the Issuer, as principal debtor, by any Substituted Debtor, in accordance with the provisions of this Condition
4(1)(f), the Substituted Debtor shall succeed to, and be substituted for, the Issuer with respect to the Notes, and may exercise
every right and power of the Issuer under the Agency Agreement and the Notes with the same effect as if the Substituted Debtor
had been named as the Issuer in the Agency Agreement and the Notes; and thereafter, the predecessor person shall be released from
all obligations and covenants under the Notes and the Agency Agreement.


 


		(g)	Existence



 


Except
as permitted under Condition 4(1)(e) and 4(1)(f) above, the Issuer and the Guarantor shall do or cause to be done all things
necessary to preserve and keep in full force and effect their respective existence, rights (by partnership agreement and
statute) and franchises, provided that, neither the Issuer nor the Guarantor shall be required to preserve any right
or franchise if it determines that its loss is not disadvantageous in any material respect to the Noteholders.


 






    43


     


    

 


		(h)	Maintenance
                                         of Properties



 


The
Guarantor shall cause all of its material properties used or useful in the conduct of its business or the business of any of its
Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment.
The Guarantor shall also cause to be made all necessary repairs, renewals, replacements, betterments and improvements on these
properties. The Guarantor's obligations with respect to the maintenance of these properties is subject to its reasonable judgment
as to what may be necessary so that the business carried on in connection with these properties may be properly conducted at all
times. The Guarantor and its Subsidiaries shall not be prevented from selling or otherwise disposing of any properties for value
in the ordinary course of business.


 


		(i)	Insurance



 


The
Guarantor shall, and shall cause each of its Subsidiaries to, keep in force insurance policies on all of its insurable properties.
The insurance policies shall be issued by financially sound and reputable companies protecting against loss or damage at least
equal to the property's then full insurable value (subject to reasonable deductibles determined by the Guarantor or the relevant
Subsidiary (as the case may be)).


 


		(j)	Payment
                                         of Taxes and Other Claims



 


The
Guarantor shall pay or discharge or cause to be paid or discharged, before the same become delinquent:


 


		(i)	all
                                         taxes, assessments and governmental charges levied or imposed upon the Guarantor or any
                                         of its Subsidiaries or upon any of their respective income, profits or property; and



 


		(ii)	all
                                         lawful claims for labor, materials and supplies which, if unpaid, might by law become
                                         a lien upon the property of the Guarantor or any of its Subsidiaries;



 


excluding,
however, any tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate
proceedings.


 


		(k)	Provision
                                         of Financial Information



 


Whether
or not the Guarantor is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and to the extent permitted under the Exchange Act, the Guarantor shall file with the Securities and Exchange
Commission (the "Commission") the annual reports, quarterly reports and other documents required under Sections
13 or 15(d) (the "Financial Information") on or prior to the respective dates (the "Required Filing
Dates") by which the Guarantor would have been required to file those documents if it were subject to Section 13 or
15(d). The Guarantor also shall in any event within 15 days of each Required Filing Date:


 






    44


     


    

 


		(i)	if
                                         not publicly available from the Commission, transmit copies of the Financial Information
                                         by mail to all Noteholders (as their names and addresses appear in the security register)
                                         without cost to the Noteholders, and



 


		(ii)	file
                                         copies of the Financial Information with the Fiscal Agent.



 


If
the Guarantor is not permitted to file these documents with the Commission under the Exchange Act, the Guarantor shall supply
copies of the documents to any prospective Noteholder promptly upon written request.


 


The
availability of the foregoing materials on the Commission's website or on the website of Simon Property (as defined below) shall
be deemed to satisfy the foregoing delivery obligations.


 


Delivery
of any reports, information and documents to the Fiscal Agent is for informational purposes only and the Fiscal Agent's receipt
of them will not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Guarantor's compliance with any of its covenants hereunder (as to which the Fiscal Agent is entitled to
rely exclusively on a certificate of an authorized officer of the Guarantor (or its general partner)).


 


		(l)	Definitions



 


As
used in these Conditions, the following defined terms have the meanings indicated:


 


"Annualized
EBITDA" means, for the four consecutive quarters ending on each Reporting Date, the Guarantor's Pro Rata Share of
earnings before interest, taxes, depreciation and amortization ("EBITDA"), with other adjustments as are
necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified
as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect
the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter
period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such
four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned
during such period.


 






    45


     


    

 


"Annualized
Interest Expense" means, for the four consecutive quarters ending on each Reporting Date, the Guarantor's Pro
Rata Share of interest expense, with other adjustments as are necessary to exclude the effect of items classified as
extraordinary items, in accordance with generally accepted accounting principles, reduced by amortization of debt issuance
costs and adjusted to reflect the assumption that (i) any interest expense related to indebtedness incurred since the first
day of such four-quarter period is computed as if such indebtedness had been incurred as of the beginning of such period, and
(ii) any interest expense related to indebtedness that was repaid or retired since the first day of such four-quarter period
is computed as if such indebtedness had been repaid or retired as of the beginning of such period (except that, in making
such computation, the amount of interest expense related to indebtedness under any revolving credit facility shall be
computed based upon the average daily balance of such indebtedness during such four-quarter period).


 


"Capitalization
Rate" means 7.00%.


 


"Capitalized
Value" means, as of any date, Annualized EBITDA divided by the Capitalization Rate.


 


"Debt"
means the Guarantor's Pro Rata Share of the aggregate principal amount of indebtedness in respect of (i) borrowed money evidenced
by bonds, notes, debentures or similar instruments, as determined in accordance with generally accepted accounting principles,
(ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned
by the Guarantor or any Subsidiary directly, or indirectly through unconsolidated joint ventures, as determined in
accordance with generally accepted accounting principles, (iii) reimbursement obligations in connection with any letters of credit
actually issued and called, (iv) any lease of property by the Guarantor or any Subsidiary as lessee which is reflected in the
Guarantor's balance sheet as a capitalized lease, in accordance with generally accepted accounting principles; provided, that
Debt also includes, to the extent not otherwise included, any obligation by the Guarantor or any Subsidiary to be liable for,
or to pay, as obligor, guarantor or otherwise, items of indebtedness of another Person (other than the Guarantor or any Subsidiary)
described in clauses (i) through (iv) above (or, in the case of any such obligation made jointly with another Person, the Guarantor's
or Subsidiary's allocable portion of such obligation based on its ownership interest in the related real estate assets); and provided,
further, that Debt excludes Intercompany Debt.


 


"ECB/2016/16"
means Decision (EU) 2016/948 of June 1, 2016 on the implementation
of the corporate sector purchase programme.


 


"Guarantor's
Group" means Simon Property, the Guarantor and their respective Subsidiaries.


 


"Intercompany
Debt" means Debt to which the only parties are the Guarantor, Simon Property and any of the Guarantor's and
Simon Property's Subsidiaries or affiliates, but only so long as that Debt is held solely by any of the Guarantor,
Simon Property and any Subsidiary or affiliate and, provided that, in the case of Debt owed by the Guarantor to any
Subsidiary or affiliate, the Debt is subordinated in right of payment to the holders of the Notes.


 






    46


     


    

 


"Person"
means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.


 


"Pro
Rata Share" means any applicable figure or measure of the Guarantor and its Subsidiaries on a consolidated basis,
less any portion attributable to minority interests, plus the Guarantor's
or its Subsidiaries' allocable portion of such figure or measure, based on their ownership interest, of unconsolidated joint ventures.


 


"Reporting
Date" means March 31, June 30, September 30 and December
31 of each year. "Secured Debt" means Debt secured by any mortgage, lien, pledge, encumbrance or security interest
of any kind upon any of the Guarantor's property or the property of any Subsidiary.


 


"Simon
Property" means Simon Property Group, Inc.


 


"Stabilized
Asset" means (i) with respect to an acquisition of an asset, such asset becomes stabilized when the Guarantor or
its Subsidiaries or an unconsolidated joint venture in which the Guarantor or any Subsidiary has an interest has owned the asset
as of at least six Reporting Dates, and (ii) with respect to a new construction or development asset, such asset becomes stabilized
four Reporting Dates after the earlier of (A) six (6) Reporting Dates after substantial completion of construction or development
or (B) the first Reporting Date on which the asset is at least 90% leased.


 


"Subsidiary"
means a corporation, partnership, joint venture, limited liability company or other entity, a majority of the outstanding voting
stock, partnership interests or membership interests, as the case may be, of which is owned or controlled, directly or indirectly,
by the Guarantor or by one or more other Subsidiaries of the Guarantor and,
for the purposes of this definition, "voting stock" means stock having voting power for the election of directors,
or trustees, as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason
of any contingency.


 


"Total
Assets" means, as of any Reporting Date, the sum of (i) for Stabilized Assets, Capitalized Value,
(ii) for all other assets of the Guarantor and its Subsidiaries, the Guarantor's Pro Rata Share of undepreciated book value as
determined in accordance with generally accepted accounting principles and (iii) the Guarantor's Pro Rata Share of cash and cash
equivalents.


 






    47


     


    

 



 


"Unencumbered
Annualized EBITDA" means Annualized EBITDA less any portion thereof attributable to assets serving as collateral
for Secured Debt.


 


"Unencumbered
Assets" as of any Reporting Date means Total Assets as of such date multiplied by a fraction, the numerator of which
is Unencumbered Annualized EBITDA and the denominator of which is Annualized EBITDA.


 


"Unsecured
Debt" means Debt which is not secured by any mortgage, lien, pledge, encumbrance or security interest of any kind.


 


	5.	Interest



 


		(1)	Interest
                                         Rate and Interest Payment Dates



 


The
Notes shall bear interest from and including March 19, 2021 at the rate of 1.125% per annum, payable annually in arrears on March
19 in each year (each an "Interest Payment Date") provided that the first payment of interest in respect of the Notes
shall be due and payable on March 19, 2022 in respect of the period from and including March 19, 2021 to, but excluding, March
19, 2022.


 


		(2)	Interest
                                         Accrual



 


Each
Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the
principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment.
In such event, interest will continue to accrue until whichever is the earlier of:


 


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



 


		(b)	five
                                         days after the date on which the full amount of the moneys payable in respect of such
                                         Notes has been received by the London Paying Agent and notice to that effect has been
                                         given to the Noteholders in accordance with Condition 12.



 


		(3)	Calculation
                                         of Broken Interest



 


The
day-count fraction (the "Day-Count Fraction") will be calculated by or on behalf of the Issuer on the Actual/Actual
(ICMA) basis as follows:


 


		(a)	if
                                         the Accrual Period is equal to or shorter than the Determination Period during which
                                         it falls, the Day-Count Fraction will be the number of days in the Accrual Period divided
                                         by the number of days in such Determination Period; and



 


		(b)	if
                                         the Accrual Period is longer than one Determination Period, the Day-Count Fraction will
                                         be the sum of:



 






    48


     


    

 


		(i)	the
                                         number of days in such Accrual Period falling in the Determination Period in which it
                                         begins divided by the number of days in such Determination Period; and



 


		(ii)	the
                                         number of days in such Accrual Period falling in the next Determination Period divided
                                         by the number of days in such Determination Period,



 


where:


 


"Accrual
Period" means the relevant period for which interest is to be calculated (from and including the first such day to
but excluding the last).


 


"Determination
Period" means the period from and including March 19 in any year to but excluding the next March 19.


 


For
the avoidance of doubt, the number of days in the Accrual Period and the Determination Period for the calculation of
the first payment of interest shall be 365 days and 365 days, respectively.


 


	6.	Payments



 


		(1)	Payments
                                         in respect of Notes



 


Payment
of principal, premium, if any, and interest will be made by transfer to the registered account of the Noteholder. Payments of
principal and premium, if any, and payments of interest due otherwise than on an Interest Payment Date will only be made against
surrender of the relevant Certificate at the specified office of any of the Agents. Interest on Notes due on an Interest Payment
Date will (except as may otherwise be required by the rules and procedures of Euroclear and/or Clearstream, Luxembourg), be paid
to the holder shown on the register of Noteholders at the close of business on the date (the "record date") being the
fifteenth day before the due date for the payment of interest.


 


For
the purposes of this Condition 6, a Noteholder's registered account means the euro account maintained by or on behalf of it with
a bank that processes payments in euro, details of which appear on the register of Noteholders at the close of business, in the
case of principal, on the second business day (as defined below) before the due date for payment and, in the case of interest,
on the relevant record date.


 


For
so long as the Notes are represented by a Global Certificate, each payment in respect of a Global Certificate will be made to
the person shown as the holder of the Notes in the Register at the close of business (of the relevant clearing system) on the
Clearing System Business Day before the due date for such payments, where ''Clearing System Business Day'' means a weekday (Monday
to Friday, inclusive) except December 25 and January 1.


 






    49


     


    

 


		(2)	Payments
                                         subject to Applicable Laws



 


Payments
of principal of, or premium, if any, and interest on, Notes are subject in all cases to any fiscal or other laws and regulations
applicable in the place of payment, but without prejudice to the provisions of Condition
8.


 


		(3)	No
                                         commissions



 


No
commissions or expenses shall be charged to the Noteholders in respect of any payments made in accordance with this Condition
6.


 


		(4)	Payment
                                         on Business Days



 


Where
payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if that is not a Business
Day (as defined below), for value the first following day which is a Business Day) will be initiated and, where payment is to
be made by cheque, the cheque will be mailed, on the Business Day preceding the due date for payment or, in the case of a payment
of principal or premium, if any, or interest due otherwise than on an Interest Payment Date, if later, on the Business Day on
which the relevant Certificate is surrendered at the specified office of a Paying Agent.


 


Noteholders
will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due
date is not a Business Day, if the Noteholder is late in surrendering its Certificate (if required to do so) or if a cheque mailed
in accordance with this Condition 6 arrives after the due date for payment.


 


In
these Conditions, "Business Day" means any day other than a Saturday or Sunday, (a) which is not a day on which banking
institutions in the City of New York or London are authorized or required by law, regulation or executive order to close and (b)
on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system (the TARGET System), or any successor
thereto, is open.


 


		(5)	Partial
                                         Payments



 


If
the amount of principal, premium, if any, or interest which is due on the Notes is not paid in full, the Registrar will annotate
the register of Noteholders with a record of the amount of principal, premium (if any) or interest in fact paid.


 


		(6)	Agents



 


The
names of the initial Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves
the right at any time to vary or terminate the appointment of any Agent and to appoint additional or other Agents provided that:


 


		(a)	there
                                         will at all times be a Fiscal Agent and a Paying Agent (which may be the Fiscal Agent);
                                         and



 


		(b)	there
                                         will at all times be a Registrar and a Transfer Agent.



  


Notice
of any termination or appointment, and of any changes in specified offices, will be given to the Noteholders promptly by the Issuer
in accordance with Condition 12.


 






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	7.	Redemption
                                         and Purchase



 


		(1)	Redemption
                                         at Maturity



 


Unless
previously redeemed, called or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal
amount on March 19, 2033 (the "Stated Maturity"), subject as provided
in Condition 6. No sinking fund shall be provided for the Notes and the Notes shall not be repayable at the option of the Noteholders
prior to the Stated Maturity.


 


		(2)	Optional
                                         Redemption



 


The
Issuer may redeem the Notes at its option at any time, in whole or from time to time in part, at a redemption price (the "Redemption
Price") equal to the sum of:


 


		(a)	the
                                         principal amount or, in the case of a redemption in part, the relevant Redemption Proportion
                                         of the principal amount of the Notes plus accrued interest thereon to the redemption
                                         date; and



 


		(b)	the
                                         Make-Whole Amount (as defined below), if any, with respect to the Notes;



 


provided
that, if such Notes are redeemed on or after December 19, 2032, the Redemption Price will not include the Make-Whole Amount.


 


If
the Notes are to be redeemed in part only on any date in accordance with this Condition, each Note shall be redeemed in part in
the proportion which the aggregate principal amount of the outstanding Notes to be redeemed on the relevant redemption date bears
to the aggregate principal amount of outstanding Notes on such date (the "Redemption Proportion").


 


Notwithstanding
the foregoing, installments of interest on Notes that are due and payable on an Interest Payment Date falling on or prior to a
redemption date will be payable on such Interest Payment Date to the holders thereof as of the close of business on the relevant
record date. If the Issuer has given notice of redemption as provided in the Agency Agreement and has made funds available on
the redemption date referred to in the notice for the redemption, on and after the relevant redemption date, interest will cease
to accrue on the Notes or, in the case of a redemption in part, the relevant Redemption Proportion of the principal amount of
outstanding Notes.


 


Notice
of any redemption will be given to the Noteholders at least 15 days but not more than 45 days before the redemption date. The
notice of redemption will specify, amongst other things, the Redemption
Price, the principal amount of the Notes to be redeemed, (in the case of a redemption in part) the relevant Redemption Proportion
and the redemption date.


 






    51


     


    

 


For
the purposes of this Condition 7(2):


 


"Calculation
Agent" means an independent financial institution appointed by the Issuer, which may include the paying agent, any of
the managers or their respective affiliates who agree to serve
in such capacity.


 


"Make-Whole
Amount" means, in connection with any optional redemption or accelerated payment of the Notes, the excess, if any, of:


 


		(a)	the
                                         aggregate present value as of the date of redemption or accelerated payment of each euro
                                         of principal being redeemed and the amount of interest, excluding interest accrued to
                                         the date of redemption or accelerated payment, that would have been payable in respect
                                         of each euro if the redemption or accelerated payment had not been made (determined by
                                         discounting, on an annual basis (ACTUAL/ACTUAL (ICMA) (as defined in the handbook of
                                         the International Capital Markets Association)), the principal and interest at the Reinvestment
                                         Rate, from the respective dates on which the principal and interest would have been payable
                                         if the redemption or accelerated payment had not been made, to the date of redemption
                                         or accelerated payment), over



 


		(b)	the
                                         aggregate principal amount of the Notes or, in the case of a redemption in part, the
                                         relevant Redemption Proportion of the principal amount of the Notes.



 


"Reference
Bund" means the 0% Federal Government Bond of Bundesrepublik Deutschland due February 15, 2031, with ISIN DE0001102531.


 


"Reference
Dealer" means each of the four banks selected by a Calculation Agent which are primary European government security dealers,
and their respective successors, or market makers in pricing corporate bond issues.


 


"Reinvestment
Rate" means 0.250%, plus the average of the four quotations given by the Reference Dealers of the mid-market annual yield
to maturity of the Reference Bund at 11:00 a.m. (Central European time ("CET")) on the fourth Business Day preceding
such redemption date and if the Reference Bund is no longer outstanding, a Similar Security will be chosen by the Calculation
Agent at 11:00 a.m. (CET) on the third Business Day prior to the date fixed for redemption or the date of accelerated payment,
as applicable, quoted in writing by the Calculation Agent to the Issuer.


 


"Similar
Security" means a reference bond or reference bonds issued in respect of the Notes, by the German federal government,
in each case, having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.


 






    52


     


    

 


		(3)	Redemption
                                         for Taxation Reasons



 


Subject
to Condition 8(B), if (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under
the laws) or treaties of Luxembourg (or any taxing authority thereof or therein), or any change in, or amendments to, an official
position regarding the application or interpretation of such laws, regulations, rulings or treaties, which change or amendment
is announced or becomes effective on or after March 19, 2021, the Issuer becomes or, based upon a written opinion of independent
counsel selected by the Issuer, will become obligated to pay Additional Amounts as described under Condition 8 with respect to
the Notes or (b) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the
laws) or treaties of the United States (or any taxing authority thereof or therein), or any change in, or amendments to, an official
position regarding the application or interpretation of such laws, regulations, rulings or treaties which change or amendment
is announced or becomes effective on or after March 19, 2021, the Guarantor becomes or, based upon a written opinion of independent
counsel selected by the Guarantor, will become obligated to pay Additional Amounts as described under Condition 8 with respect
to the Notes, then the Issuer may at any time at its option, having given not less than 30 nor more than 60 days' prior notice
to Noteholders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of the principal amount of the
Notes, together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption, provided that
no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor
would be obliged to pay such Additional Amounts if a payment in respect of the Notes were then due or (as the case may be) a demand
under the Guarantee were then made and, at the time such notification of redemption is given, such obligation to pay such Additional
Amounts remains in effect. Prior to the publication of any notice of redemption pursuant to this Condition 7(3), the Issuer shall
deliver to the Fiscal Agent (i) a certificate stating that the Issuer is entitled to effect such redemption and that the conditions
precedent to the right of the Issuer to so redeem have occurred and (ii) the written opinion of independent counsel to the effect
that the Issuer or (as the case may be) the Guarantor has or will become obligated to pay such Additional Amounts as a result
of such change or amendment.


 


		(4)	Purchases



 


The
Issuer, the Guarantor or any Subsidiary may at any time purchase Notes in any manner and at any price.


 


		(5)	Cancellations



 


If
Notes are acquired by or on behalf of the Issuer, the Guarantor or any member of the Guarantor's Group, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered
to the Fiscal Agent or its authorized agent for cancellation.


 


So
long as the Notes are represented by a Global Certificate, cancellation of any Note following its redemption or purchase by the
Issuer, the Guarantor or any of its Subsidiaries will be effected by reduction in the aggregate principal amount of the
Notes in the register of Noteholders and by the annotation of the appropriate schedule to the Global Certificate.


  


		(6)	Notices
                                         Final



 


Upon
the expiry of any notice as is referred to in paragraph (2) or (3) above, the Issuer shall be bound to redeem the Notes in accordance
with the terms of such paragraph (2) or (3), as the case may be.


 






    53


     


    

 


	8.	Payment
                                         of Additional Amounts



 


		(A)	Additional
                                         Amounts



 


All
payments in respect of the Notes (including payments by the Guarantor under the Guarantee) will be made without withholding or
deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature,
imposed or levied by Luxembourg, the United States or any taxing authority thereof or therein, unless such withholding or deduction
is required by law. If such withholding or deduction is required by law, the Issuer or (as the case may be) the Guarantor will
pay to a Noteholder who is not a United States person (as defined below) such additional amounts (the "Additional Amounts")
as are necessary in order that the net payment of the principal of, and premium, if any, and interest on, the Notes to such Noteholder,
after such withholding or deduction will not be less than the amount provided in the Notes to be then due and payable; provided,
however, that the foregoing obligation to pay Additional Amounts shall not apply:


 


		(1)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for the holder, or a fiduciary, settlor, beneficiary, member or shareholder of the holder
                                         if the holder is an estate, trust, partnership or corporation, or a person holding a
                                         power over an estate or trust administered by a fiduciary holder, being considered as:



 


		(a)	being
                                         or having been engaged in a trade or business in Luxembourg or the United States or having
                                         or having had a permanent establishment in Luxembourg or the United States or having
                                         or having had a qualified business unit which has the United States dollar as its functional
                                         currency;



 


		(b)	having
                                         a current or former connection with Luxembourg or the United States (other than a connection
                                         arising solely as a result of the ownership of the Notes, the receipt of any payment
                                         or the enforcement of any rights thereunder) or being considered as having such relationship,
                                         including being or having been a citizen or resident of Luxembourg or the United States;



 


		(c)	being
                                         or having been a foreign or domestic personal holding company, a passive foreign investment
                                         company or a controlled foreign corporation with respect to the United States or a corporation
that has accumulated earnings to avoid U.S. federal income tax;



  


		(d)	being
                                         or having been a "10-percent shareholder" of the Guarantor or the Issuer, as
                                         defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended
                                         (the "Code") and the Treasury regulations thereunder or any successor provision;
                                         or



 


		(e)	being
                                         or having been a bank described in section 881(c)(3)(A) of the Code;



 






    54


     


    

 


		(2)	to
                                         any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes,
                                         or that is a fiduciary, partnership or limited liability company, but only to the extent
                                         that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member
                                         of the partnership or limited liability company would not have been entitled to the payment
                                         of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received
                                         directly its beneficial or distributive share of the payment;



 


		(3)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for the failure of the holder or any other person to comply (in the case of any compliance
                                         relating to Luxembourg, following a reasonable written request for such compliance from
                                         the Issuer) with certification, identification or information reporting requirements
                                         concerning the nationality, residence, identity or connection with Luxembourg or the
                                         United States of the holder or beneficial owner of the Notes, if compliance is required
                                         by statute, by regulation of Luxembourg or the United States or any respective taxing
                                         authority therein or by an applicable income tax treaty to which Luxembourg or the United
                                         States is a party as a precondition to exemption from such tax, assessment or other governmental
                                         charge (including, with respect to the United States, submitting a properly completed
                                         IRS Form W-8BEN or W-8BEN-E to establish the so-called "portfolio interest exemption,"
                                         if applicable);



 


		(4)	to
                                         any tax, assessment or other governmental charge that is imposed otherwise than by withholding
                                         from the payment;



 


		(5)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for a change in law, regulation, or administrative or judicial interpretation that becomes
                                         effective more than 15 days after the payment becomes due or is duly provided for, whichever
                                         occurs later;



 


		(6)	to
                                         any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal
                                         property tax or similar tax, assessment or other governmental charge;



 


		(7)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for the presentation by the holder of any Note, where presentation
is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which
payment thereof is duly provided for, whichever occurs later;



  


		(8)	to
                                         any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through
                                         1474 of the Code and related Treasury regulations and pronouncements (the Foreign Account
                                         Tax Compliance Act, or "FATCA") or any successor provisions and any
                                         regulations or official law, agreement or interpretations thereof implementing an intergovernmental
                                         approach thereto;



 


		(9)	any
                                         withholding tax required to be made in accordance with the Luxembourg law of December
                                         23, 2005, as amended, providing for a withholding tax on interest payments made to or
                                         for the benefit of Luxembourg resident individuals or



 





		(10)	in
                                         the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).


 






    55


     


    

 


The
Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to the Notes. Except as specifically provided under this Condition 8, neither the Issuer nor the Guarantor will be required to
make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political
subdivision or taxing authority of or in any government or political subdivision.


 


As
used in these Conditions, the term "United States" means the United States of America (including the states and
the District of Columbia and any political subdivision thereof), and the term "United States person" means any
individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership
or other entity created or organized in or under the laws of the United States, including an entity treated as a corporation for
United States income tax purposes, or any estate or trust the income of which is subject to U.S. federal income taxation regardless
of its source.******


 


		(B)	Alternative
                                         or Additional Taxing Jurisdictions



 


If,
as a result of a consolidation, merger, sale, lease or conveyance permitted under Condition 4(1)(e) or a substitution permitted
under Condition 4(1)(f), the Issuer (or any successor or substitute person thereof) or the Guarantor (or any successor person
thereof) becomes organized and existing under the laws of any taxing jurisdiction other than Luxembourg or the United States,
respectively, references in this Condition 8 and Condition 7(3) to:


 


		(1)	in
                                         the case of a successor or substitute person of the Issuer, Luxembourg shall be construed
                                         as references to such other taxing jurisdiction and



 


		(2)	in
                                         the case of a successor person of the Guarantor, the United States shall be construed
                                         as references to such other taxing jurisdiction;



 


provided,
that, such construction shall not apply to or affect any other Conditions, other than this Condition 8 and Condition 7(3).


 


In
addition, if the Issuer or the Guarantor becomes subject to an additional taxing jurisdiction, references in this Condition 8
and Condition 7(3) to Luxembourg or the United States (as the case may be) shall also be construed as references to such other
taxing jurisdiction; provided, that, such construction shall not apply to or affect any other Conditions, other than this Condition
8 and Condition 7(3).


 






    56


     


    

 


	9.	Prescription



 


Under
New York's statute of limitations, any legal action upon the Notes must be commenced within six years after the payment thereof
is due. Thereafter, Notes will become generally unenforceable.


 


	10.	Events
                                         of Default



 


An
event of default ("Event of Default") means any one of the following events:


 


		(a)	default
                                         in the payment of any interest on the Notes when the interest becomes due and payable,
                                         and continuance of the default for a period of 30 days;



 


		(b)	default
                                         in the payment of the principal of, or premium or Make-Whole Amount, if any, on, any
                                         Note when it becomes due and payable at its Stated Maturity or by acceleration, notice
                                         of redemption or otherwise;



 


		(c)	default
                                         in the performance, or breach, of any of the covenants in these Conditions or the Agency
                                         Agreement (including the Guarantee) (other than a covenant a default in whose performance
                                         or whose breach is elsewhere in this Condition 10 specifically dealt with), and continuance
                                         of such default or breach for a period of 90 days after there has been given, by registered
                                         or certified mail, to the Issuer, the Guarantor and the Fiscal Agent by the holders of
                                         at least 25% in principal amount of the outstanding Notes, a written notice specifying
                                         such default or breach and requiring it to be remedied and stating that the notice is
                                         a "Notice of Default" hereunder;



 


		(d)	a
                                         default under any evidence of recourse indebtedness of the Issuer or the Guarantor, or
                                         under any mortgage, indenture or other instrument of the Issuer or the Guarantor under
                                         which there may be issued or by which there may be secured any recourse indebtedness
                                         of the Issuer or the Guarantor (or of any Subsidiary, the repayment of which the Issuer
                                         or the Guarantor has guaranteed or for which the Issuer or the Guarantor is directly
                                         responsible or liable as obligor or guarantor), whether such indebtedness now exists
                                         or shall hereafter be created, which default shall constitute a failure to pay an aggregate
                                         principal amount exceeding U.S.$50,000,000 of such indebtedness when due and payable
                                         after the expiration of any applicable grace period with respect thereto and shall have
                                         resulted in such indebtedness in an aggregate principal amount exceeding U.S.$50,000,000
                                         becoming or being declared due and payable prior to the date on which it would otherwise
                                         have become due and payable, without such indebtedness having been discharged, or such
                                         acceleration having been rescinded
or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer, the
Guarantor and the Fiscal Agent by the holders of at least 25% in principal amount of the outstanding Notes a written notice specifying
such default and requiring the Issuer or the Guarantor, as applicable, to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that the notice is a "Notice of Default" hereunder;



 






    57


     


    

 


		(e)	the
                                         Issuer, Guarantor or any Significant Subsidiary pursuant to or within the meaning of
                                         any Bankruptcy Law:



 


		(i)	commences
                                         a voluntary case,



 


		(ii)	consents
                                         to the entry of an order for relief against it in an involuntary case,



 


		(iii)	consents
                                         to the appointment of a Custodian of it or for all or substantially all of its property,
                                         or



 


		(iv)	makes
                                         a general assignment for the benefit of its creditors; or



 


		(f)	a
                                         court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



 


		(i)	is
                                         for relief against the Issuer, the Guarantor or any Significant Subsidiary in an involuntary
                                         case,



 


		(ii)	appoints
                                         a Custodian of the Issuer, the Guarantor or any Significant Subsidiary or for all or
                                         substantially all of the property of the Issuer, the Guarantor or any Significant Subsidiary,
                                         or



 


		(iii)	orders
                                         the liquidation of the Issuer, the Guarantor or any Significant Subsidiary, and the order
                                         or decree remains unstayed and in effect for 90 days; or



 


		(g)	the
                                         Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect.



 


If
an Event of Default shall have occurred and is continuing, the Noteholders of not less than 25% of the principal amount of the
outstanding Notes may declare the principal amount and premium or Make-Whole Amount, if any, and accrued interest on all the Notes
to be due and payable immediately by written notice thereof to the Issuer, the Guarantor and to the Fiscal Agent; provided, that
in the case of an Event of Default as described in subparagraphs (e) or (f) above, acceleration is automatic. The Fiscal Agent
shall not be charged with knowledge of any default or Event of Default with respect to the Notes unless a written notice of such
default or Event of Default shall have been given to an officer of the Fiscal Agent with direct responsibility for the administration
of the Agency Agreement and the Notes, by the Issuer, the Guarantor or any Noteholder.


 






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As
used in these Conditions:


 


"Bankruptcy
Law" means:


 


		(a)	in
                                         relation to the Issuer, Regulation (EU) No 2015/848 on insolvency proceedings, as amended
                                         or any other relevant law of any jurisdiction relating to bankruptcy, insolvency, liquidation,
                                         reorganization, moratorium, winding-up or composition or readjustment of debts for the
                                         relief of debtors;



 


		(b)	in
                                         relation to the Guarantor, title 11, U.S. Code or any similar federal or state law for
                                         the relief of debtors; or



 


		(c)	in
                                         relation to any Significant Subsidiary, any of (a) or (b) or any other similar law as
                                         applicable.



 


"Custodian"
means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


 


"Significant
Subsidiary" means any Subsidiary which is a "significant subsidiary" (as defined in Article I, Rule 1-02 of
Regulation S-X promulgated under the Securities Act) of the Guarantor.


 


At
any time after a declaration of acceleration with respect to the Notes has been made, but before a judgment or decree for payment
of the money due has been obtained, the holders of a majority in principal amount of the outstanding Notes may, by written notice
to the Issuer, the Guarantor and the Fiscal Agent, rescind and annul the declaration and its consequences if:


 


		(1)	the
                                         Issuer or the Guarantor has deposited with the Fiscal Agent all required payments of
                                         the principal of, and premium or Make-Whole Amount, if any, and interest on the Notes,
                                         plus any specified fees, expenses, disbursement and advances of the Fiscal Agent; and



 


		(2)	all
                                         Events of Default with respect to the Notes, other than the non-payment of principal
                                         of, or premium or Make-Whole Amount, if any, or interest on the Notes which has become
                                         due solely by the declaration of acceleration, have been cured or waived as provided
                                         in the Agency Agreement.



 


The
holders of a majority in principal amount of the Notes may waive any past default with respect to the Notes and its consequences,
except a default:


 


		(x)	in
                                         the payment of the principal of, or premium or Make-Whole Amount, if any, or interest
                                         payable on any Note; or



 


		(y)	in
                                         respect of a covenant or provision in these Conditions or the Agency Agreement that cannot
                                         be modified or amended without the passing of an Extraordinary Resolution (as defined
                                         in the Agency Agreement).



 


	11.	Replacement
                                         of Certificates



 


Should
any Certificate be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Fiscal Agent,
upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence
and indemnity as the Issuer may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements
will be issued.


 






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	12.	Notices



 


All
notices to the Noteholders will be valid if mailed to them at their respective addresses in the register of Noteholders maintained
by the Registrar. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and procedures
of Euroclear and/or Clearstream, Luxembourg, as applicable, and of any stock exchange on which the Notes are for the time being
listed. Any notice shall be deemed to have been given on the second day after being so mailed or on the date of publication or,
if so published more than once or on different dates, on the date of the first publication.


 


For
so long as the Global Certificates are held on behalf of Euroclear or Clearstream, any notice to Noteholders shall be validly
given by the delivery of the relevant notice to Euroclear or Clearstream, Luxembourg. Any such notice shall be deemed to have
been given on the date of publication or, if so published on more than one or on different dates, on the date of the first publication.


 


	13.	Meetings
                                         of Noteholders and Modification



 


		(1)	Provisions
                                         for Meeting



 


The
Agency Agreement contains provisions for convening meetings of the Noteholders (including by way of teleconference or videoconference
call) to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Conditions
or the provisions of the Agency Agreement. The quorum at any meeting for passing an Extraordinary Resolution will be one or more
persons present holding or representing in aggregate more than 50% in principal amount of the Notes for the time being outstanding,
or at any adjourned meeting one or more persons present whatever the principal amount of the Notes held or represented by him
or them, except that at any meeting the business of which includes any of the following matters (each of which shall only be capable
of being affected after having been approved by Extraordinary Resolution):


 


		(a)	a
                                         change to the Stated Maturity of the principal of, or premium or Make-Whole Amount, if
                                         any, on, or any installment of interest on, any Note;



 


		(b)	a
                                         reduction of the principal amount of, or the rate or amount of interest on, or any premium
                                         payable on redemption or acceleration of the Note that would be due and payable upon
                                         acceleration of maturity or that would be provable in bankruptcy, or adversely affect
                                         any right of repayment at the option of the Noteholder;



 


		(c)	a
                                         change to the place of payment or the coin or currency for payment of principal or premium,
                                         if any, or interest on any Note;



 


		(d)	an
                                         impairment of the right to institute suit for the enforcement of any payment on or after
                                         the Stated Maturity of any Note;



 


		(e)	a
                                         reduction of the majority required to pass an Extraordinary Resolution; or



 


		(f)	a
                                         modification of any of the foregoing provisions or any of the provisions relating to
                                         the waiver of specified past defaults or specified covenants, except to increase the
                                         required majority to pass an Extraordinary Resolution to effect the action or to provide
                                         that specified other provisions of these Conditions or the Agency Agreement may not be
                                         modified or waived without the passing of an Extraordinary Resolution,



 


the
necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing in aggregate
not less than three-quarters, or at any adjourned meeting not less than one quarter, of the principal amount of the Notes for
the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders,
whether or not they are present at the meeting.


 






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		(2)	Modification



 


Modifications
and amendments of these Conditions and the Agency Agreement may be permitted to be made by the Issuer, the Guarantor and the Fiscal
Agent without the consent of the Noteholders for any of the following purposes:


 


		(a)	to
                                         evidence the succession of another person in addition to the Issuer and the Guarantor
                                         as obligor under the Notes and the Agency Agreement (including the Guarantee);



 


		(b)	to
                                         add to the covenants for the benefit of the Noteholders or to surrender any right or
                                         power conferred upon the Issuer or the Guarantor in these Conditions or the Agency Agreement;



 


		(c)	to
                                         add events of default for the benefit of the Noteholders;



 


		(d)	to
                                         secure the Notes or the Guarantee;



 


		(e)	to
                                         provide for the acceptance of appointment under the Agency Agreement by a successor Fiscal
                                         Agent;



 


		(f)	to
                                         cure any ambiguity, defect or inconsistency in these Conditions or the Agency Agreement,
                                         provided that the action is not inconsistent with the provisions of these Conditions
                                         and the Agency Agreement and will not adversely affect the interests of Noteholders in
                                         any material respect; or



 


		(g)	to
                                         supplement any of the provisions of these Conditions or the Agency Agreement to the extent
                                         necessary to permit or facilitate defeasance and discharge of the Notes, provided that
                                         the action will not adversely affect the interests of the Noteholders in any material
                                         respect.



 


Any
modification shall be binding on the Noteholders and, unless otherwise agreed by the Fiscal Agent (which agreement shall not be
unreasonably withheld, conditioned or delayed), any modification shall be notified by the Issuer to the Noteholders as soon as
practicable thereafter in accordance with Condition 12.


 


In
signing any modification, the Fiscal Agent shall be entitled to receive from the Issuer or the Guarantor, as applicable, and shall
be fully protected in relying upon, a certificate of an authorized officer of the Issuer or the Guarantor (or its respective general
partner), as applicable, and a written opinion of counsel to the effect that (and serving as conclusive evidence that) such modification
is authorized or permitted by the Agency Agreement and that it will be valid and binding upon the Issuer and the Guarantor in
accordance with its terms.


 






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	14.	Further
                                         Issues



 


The
Issuer may from time to time without the consent of the Noteholders create and issue further notes, having terms and conditions
the same as those of the Notes, or the same except for the amount of the first payment of
interest, which may be consolidated and form a single series with the outstanding Notes.


 


	15.	Issuance
                                         in Euro



 


Principal
of, and the Make-Whole Amount, if any, and interest on, the Notes shall be payable in euro. If euro is unavailable to the Issuer
or the Guarantor due to the imposition of exchange controls or other circumstances beyond the Issuer's or the Guarantor's control
or the euro is no longer used by the member states of the European
Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within
the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until euro is again
available to the Issuer or the Guarantor or so used. The amount payable on any date in euro will be converted to U.S. dollars
on the basis of the Market Exchange Rate (as defined below) on the second Business Day before that payment is due, or if such
Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the
date that payment is due. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default
under Condition 10. None of the Agents shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling
redenominations. The Issuer shall promptly provide notice to the Noteholders concerning the conversion of payments in respect
of the Notes from Euros to U.S. dollars and, if and when applicable, notice concerning the intention to resume payments in Euros,
in each case in accordance with this Condition 15.


 


"Market
Exchange Rate" means the noon buying rate in The City of New York for cable transfers of euro as certified for customs
purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.


 






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		16.	Governing
                                         Law



 


		(1)	Governing
                                         Law



 


The
Agency Agreement and the Notes are governed by, and will be construed in accordance with, the laws of the State of New York. The
application of the provisions set out in articles 470-1 to 470-19 (inclusive) of the Luxembourg Companies Law, is excluded.


 


		(2)	Jurisdiction



 


Any
state or federal courts sitting in the Borough of Manhattan, the City of New York shall have nonexclusive jurisdiction to adjudicate
any disputes which may arise out of or in connection with the Notes or the Agency Agreement and accordingly any legal action or
proceedings arising out of or in connection with the Notes or the Agency Agreement ("Proceedings") may
be brought in such courts. The Issuer, the Guarantor and the Agents have in the Agency Agreement irrevocably submitted to the
non-exclusive jurisdiction of such courts and waived any objection which it may now or hereafter have to Proceedings in any such
courts whether on the ground of the laying of venue or on the ground that the Proceedings have been brought in an inconvenient
form.


 


		(3)	Waiver
                                         of Jury Trial



 


The
Issuer, the Guarantor and the Agents have in the Agency Agreement waived, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to the Agency Agreement
or any Note (whether based on contract, tort or any other theory). Each of the Issuer, the Guarantor and the Agents (a) certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would
not, in the event of Proceedings, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties to the
Agency Agreement have been induced to enter in the Agency Agreement by, among other things, the mutual waivers and certifications
in this section.


 


		(4)	Waiver
                                         of Immunity



 


To
the extent that either the Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or
from any legal process with respect to itself or its property, each has in the Agency Agreement irrevocably waived such immunity
in respect of its obligations under the Agency Agreement or under any Note.


 


		(5)	Service
                                         of Process



 


The
Issuer has agreed in the Agency Agreement that the process by which any Proceedings in New York City are begun may be served
on it by being delivered to Simon Property Group, Inc., at 225 West Washington Street, Indianapolis, Indiana 46204, United
States of America. If the appointment of the person appointed to receive process
on behalf of the Issuer ceases to be effective, the Issuer shall forthwith appoint a further person in the State of
New York to accept service of process on its behalf and notify the name and address of such person to the Fiscal Agent and,
failing such appointment within 15 days, the Fiscal Agent shall be entitled to appoint such a person by written notice
addressed and delivered to the Issuer.


 






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SCHEDULE
3



PROVISIONS FOR MEETINGS OF NOTEHOLDERS


 


DEFINITIONS


 


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



 


"Block
Voting Instruction" means, in relation to any meeting, an English language document issued by a Paying Agent in which:


 


		(a)	it
                                         is certified that on the date thereof Notes represented by the Global Certificate or
                                         Certificates which are held in an account with any Clearing System (in each case not
                                         being Notes in respect of which a Voting Certificate has been issued and is outstanding
                                         in respect of the meeting specified in such Block Voting Instruction) are blocked in
                                         an account with a Clearing System and that no such Notes will cease to be so blocked
                                         until the first to occur of:



 


		(i)	the
                                         conclusion of the meeting specified in such Block Voting Instruction; and



 


		(ii)	the
                                         Notes ceasing with the agreement of the Paying Agent to be so blocked and the giving
                                         of notice by the Paying Agent to the Issuer in accordance with paragraph 3(E) of the
                                         necessary amendment to the Block Voting Instruction;



 


		(b)	it
                                         is certified that each holder of such Notes has instructed such Paying Agent that the
                                         vote(s) attributable to the Notes so blocked should be cast in a particular way in relation
                                         to the resolution(s) to be put to such meeting and that all such instructions are, during
                                         the period commencing 48 Hours prior to the time for which such meeting is convened and
                                         ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment;



 


		(c)	the
                                         aggregate principal amount of the Notes so deposited or held or blocked is listed distinguishing
                                         with regard to each such resolution between those in respect of which instructions have
                                         been given that the votes attributable thereto should be cast in favour of the resolution
                                         and those in respect of which instructions have been so given that the votes attributable
                                         thereto should be cast against the resolution; and



 


		(d)	one
                                         or more persons named in such Block Voting Instruction (each hereinafter called a "proxy")
                                         is or are authorized and instructed by such Paying Agent to cast the votes attributable
                                         to the Notes so listed in accordance with the instructions referred to in (c) above as
                                         set out in such Block Voting Instruction;



 


"Certificate"
means, for the purpose of this Schedule 3, a Note in definitive
form;


 


"Chairman"
means, in relation to any meeting, the individual who takes the chair in accordance with paragraph 6;


 






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"Clearing
System" means Euroclear and/or Clearstream, Luxembourg and includes in respect of any Note, any clearing system on behalf
of which such Note is held or which is the holder or (directly or through a nominee) registered owner of a Note, in either case
whether alone or jointly with any other Clearing System(s);


 


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


 


		(a)	a
                                         holder of a Certificate which is not held in an account with any Clearing System;



 


		(b)	a
                                         bearer of any Voting Certificate;



 


		(c)	a
                                         proxy specified in any Block Voting Instruction; and



 


		(d)	a
                                         proxy appointed by a holder of a Certificate which is not held in an account with any
                                         Clearing System;



 


"Extraordinary
Resolution" means:


 


		(a)	a
                                         resolution passed at a meeting duly convened and held in accordance with these presents
                                         by a majority consisting of not less than three-fourths of the Eligible Persons voting
                                         thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting
                                         of not less than three-fourths of the votes cast on such poll; or



 


		(b)	a
                                         resolution in writing signed by or on behalf of the holders of not less than three-fourths
                                         in principal amount of the Notes which resolution may be contained in one document or
                                         in several documents in like form each signed by or on behalf of one or more of the holders;



 


"Identified
Person" means, in relation to paragraph 3(A) of this Schedule 3,
a person named to collect the Voting Certificate and attend and vote at the meeting;


 


"Ordinary
Resolution" means:


 


		(a)	a
                                         resolution passed at a meeting duly convened and held in accordance with these presents
                                         by a clear majority of the Eligible Persons voting thereat on a show of hands or, if
                                         a poll is duly demanded, by a simple majority of the votes cast on such poll; or



 


		(b)	a
                                         resolution in writing signed by or on behalf of the holders of not less than a clear
                                         majority in principal amount of the Notes, which resolution may be contained in one document
                                         or in several documents in like form each signed by or on behalf of one or more of the
                                         holders;



 


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


 


		(a)	that
on the date thereof Notes represented by the Global Certificate or Certificates which are held in an account with any Clearing
System (in each case not being Notes in respect of which a Block Voting Instruction has been issued and is outstanding
in respect of the meeting specified in such Voting Certificate) are blocked in an account with a Clearing System and that no such
Notes will cease to be so blocked until the first to occur of:



		 	 



		(i)	the
                                         conclusion of the meeting specified in such Voting Certificate; and



 


		(ii)	the
                                         surrender of the Voting Certificate to the Paying Agent who issued the same; and



 


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



 






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


 


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


 


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


 


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


 


EVIDENCE
OF ENTITLEMENT TO ATTEND AND VOTE


 


	2.	A
                                         holder of a Note represented by the Global Certificate or a Certificate which is held
                                         in an account with any Clearing System may require the issue by a Paying Agent of Voting
                                         Certificates and Block Voting Instructions in accordance with the terms of paragraph
                                         3.



 


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


 


The
holder of any Voting Certificate or the proxies named in any Block Voting Instruction shall for all purposes in connection
with the relevant meeting be deemed to be the holder of the Notes to which such Voting Certificate or Block Voting
Instruction relates.


 






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


 





	3.	(A)	Global
    Certificate and Certificates held in a Clearing System - Voting Certificate


 


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


 


		(B)	Global
                                         Certificate and Certificates held in a Clearing System - Block Voting Instruction



 


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


 






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		(C)	Definitive
                                         Certificates not held in a Clearing System - appointment of proxy



 


		(i)	A
                                         holder of Notes in definitive form and not held in an account with any Clearing System
                                         may, by an instrument in writing in the English language (a "form of proxy")
                                         signed by the holder or, in the case of a corporation, executed under its common seal
                                         or signed on its behalf by an attorney or a duly authorized officer of the corporation
                                         and delivered to the specified office of the Registrar or the Transfer Agent not less
                                         than 48 Hours before the time fixed for the relevant meeting, appoint any person (a "proxy")
                                         to act on his or its behalf in connection with any meeting.



 


		(ii)	Any
                                         proxy appointed pursuant to subparagraph (i) above shall so long as such appointment
                                         remains in force be deemed, for all purposes in connection with the relevant meeting,
                                         to be the holder of the Notes to which such appointment relates and the holders of the
                                         Notes shall be deemed for such purposes not to be the holder.



 


		(D)	Each
                                         Block Voting Instruction, and each form of proxy shall be deposited by the relevant Paying
                                         Agent or (as the case may be) by the Registrar or the Transfer Agent at such place as
                                         the Fiscal Agent shall approve not less than 24 Hours before the time appointed for holding
                                         the meeting at which the proxy or proxies named in the Block Voting Instruction or form
                                         of proxy proposes to vote, and in default the Block Voting Instruction or form of proxy
                                         shall not be treated as valid unless the Chairman of the meeting decides otherwise before
                                         such meeting proceeds to business. A notarially certified copy of each Block Voting Instruction
                                         and form of proxy shall (if so requested by the Issuer) be deposited with the Issuer
                                         before the commencement of the meeting but the Issuer shall not thereby be obliged to
                                         investigate or be concerned with the validity of or the authority of the proxy or proxies
                                         named in any such Block Voting Instruction or form of proxy.



 


		(E)	Any
                                         vote given in accordance with the terms of a Block Voting Instruction or form of proxy
                                         shall be valid notwithstanding the previous revocation or amendment of the Block Voting
                                         Instruction or form of proxy or of any of the instructions of the relevant holder or
                                         the relevant Clearing System (as the case may be) pursuant to which it was executed provided
                                         that no intimation in writing of such revocation or amendment has been received from
                                         the relevant Paying Agent (in the case of a Block Voting Instruction) or from the holder
                                         thereof (in the case of a proxy appointed pursuant to paragraph 3(C)) by the Issuer at
                                         its registered office (or such other place as may have been required or approved by the
                                         Fiscal Agent for the purpose) by the time being 24 Hours (in the case of a Block Voting
                                         Instruction) or 48 Hours (in the case of proxy) before the time appointed for holding
                                         the meeting at which the Block Voting Instruction or form of proxy is to be used.



 


CONVENING
OF MEETINGS, QUORUM AND ADJOURNED MEETINGS


 


	4.	The
Issuer may at any time, and the Issuer shall upon a requisition in writing in the English language signed by the holders of not
less than ten per cent. in principal amount of the Notes for the time being outstanding, convene a meeting and if the Issuer makes
default for a period of seven days in convening such a meeting (including by teleconference or video call) the same may
be convened by the relevant Noteholders. Whenever the Issuer is about to convene any such meeting the Issuer shall forthwith give
notice in writing to the Fiscal Agent of the day, time and place thereof and of the nature of the business to be transacted thereat.
Every such meeting shall be held at such time and place as the Fiscal Agent may appoint or approve in writing.



 






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	5.	At
                                         least 21 Clear Days' notice specifying the place, day and hour of meeting shall be given
                                         to the holders prior to any meeting in the manner provided by Condition 12. Such notice,
                                         which shall be in the English language, shall state generally the nature of the business
                                         to be transacted at the meeting thereby convened and in the case of an Extraordinary
                                         Resolution, shall either specify in such notice the terms of such resolution or state
                                         fully the effect on the holders of such resolution, if passed. Such notice shall include
                                         Statements as to the manner in which holders may arrange for Voting Certificates or Block
                                         Voting Instructions to be issued and, if applicable, appoint proxies. A copy of the notice
                                         shall be sent by post to the Issuer (unless the meeting is convened by the Issuer).



 


	6.	A
                                         person (who may but need not be a holder) nominated in writing by the Issuer shall be
                                         entitled to take the chair at the relevant meeting, but if no such nomination is made
                                         or if at any meeting the person nominated shall not be present within 15 minutes after
                                         the time appointed for holding the meeting, the holders present shall choose one of their
                                         number to be Chairman failing which the Issuer may appoint a Chairman. The Chairman of
                                         an adjourned meeting need not be the same person as was Chairman of the meeting from
                                         which the adjournment took place.



 


	7.	At
                                         any such meeting one or more Eligible Persons present and holding or representing in
                                         the aggregate not less than one-twentieth of the principal amount of the Notes for the
                                         time being outstanding shall (except for the purpose of passing an Extraordinary Resolution)
                                         form a quorum for the transaction of business (including the passing of an Ordinary Resolution)
                                         and no business (other than the choosing of a Chairman) shall be transacted at any meeting
                                         unless the requisite quorum be present at the commencement of the relevant business.
                                         The quorum at any such meeting for passing an Extraordinary Resolution shall (subject
                                         as provided below) be one or more Eligible Persons present and holding or representing
                                         in the aggregate more than 50 per cent. in principal amount of the Notes for the time
                                         being outstanding PROVIDED THAT at any meeting the business of which includes any of
                                         the following matters (each of which shall only be capable of being effected after having
                                         been approved by Extraordinary Resolution) namely:



 


		(a)	a
                                         change to the Stated Maturity of the principal of, or premium or Make-Whole Amount, if
                                         any, on, or any installment of interest on, any Note; or



 


		(b)	a
                                         reduction of the principal amount of, or the rate or amount of interest on, or any premium
                                         payable on redemption or acceleration of the Note that would be due and payable upon
                                         acceleration of maturity or that would be provable in bankruptcy, or adversely affect
                                         any right of repayment at the option of the Noteholder; or



 


		(c)	a
                                         change to the place of payment or the coin or currency for payment of principal or premium,
                                         if any, or interest on any Note; or



 






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		(d)	an
                                         impairment of the right to institute suit for the enforcement of any payment on or after
                                         the Stated Maturity of any Note;
                                         or



 


		(e)	a
                                         reduction of the majority required to pass an Extraordinary Resolution;
                                         or



 


		(f)	a
                                         modification of any of the foregoing provisions or any of the provisions relating to
                                         the waiver of specified past defaults or specified covenants, except to increase the
                                         required majority to pass an Extraordinary Resolution to effect the action or to provide
                                         that specified other provisions of these Conditions or the Agency Agreement may not be
                                         modified or waived without the passing of an Extraordinary Resolution,



 


the
necessary quorum shall be one or more Eligible Persons present and holding or representing in the aggregate not less than three-quarters
of the principal amount of the Notes for the time being outstanding.


 


	8.	If
                                         within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may
                                         decide) after the time appointed for any such meeting a quorum is not present for the
                                         transaction of any particular business, then, subject and without prejudice to the transaction
                                         of the business (if any) for which a quorum is present, the meeting shall if convened
                                         upon the requisition of holders be dissolved. In any other case it shall stand adjourned
                                         to the same day in the next week (or if such day is a public holiday the next succeeding
                                         business day) at the same time and place (except in the case of a meeting at which an
                                         Extraordinary Resolution is to be proposed in which case it shall stand adjourned for
                                         such period, being not less than 13 Clear Days nor more than 42 Clear Days, and to such
                                         place as may be appointed by the Chairman either at or subsequent to such meeting and
                                         approved by the Fiscal Agent). If within 15 minutes (or such longer period not exceeding
                                         30 minutes as the Chairman may decide) after the time appointed for any adjourned meeting
                                         a quorum is not present for the transaction of any particular business, then, subject
                                         and without prejudice to the transaction of the business (if any) for which a quorum
                                         is present, the Chairman may either (with the approval of the Fiscal Agent) dissolve
                                         such meeting or adjourn the same for such period, being not less than 13 Clear Days (but
                                         without any maximum number of Clear Days), and to such place as may be appointed by the
                                         Chairman either at or subsequent to such adjourned meeting and approved by the Fiscal
                                         Agent, and the provisions of this sentence shall apply to all further adjourned such
                                         meetings.



 


	9.	At
                                         any adjourned meeting one or more Eligible Persons present (whatever the principal amount
                                         of the Notes so held or represented by them) shall (subject as provided below) form a
                                         quorum and shall have power to pass any resolution and to decide upon all matters which
                                         could properly have been dealt with at the meeting from which the adjournment took place
                                         had the requisite quorum been present PROVIDED THAT at any adjourned meeting the quorum
                                         for the transaction of business comprising any of the matters specified in the proviso
                                         to paragraph 7 shall be one or more Eligible Persons present and holding or representing
                                         in the aggregate not less than one-quarter of the principal amount of the Notes for the
                                         lime being outstanding.



 


	10.	Notice
of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of
an original meeting but as if 10 were substituted for 21 in paragraph 5 and such notice shall state the required quorum.
Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.




 






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CONDUCT
OF BUSINESS AT MEETINGS


 


	11.	Every
                                         question submitted to a meeting shall be decided in the first instance by a show of hands.
                                         A poll may be demanded (before or on the declaration of the result of the show of hands)
                                         by the Chairman, the Issuer or any Eligible Person (whatever the amount of the Notes
                                         so held or represented by him).



 


	12.	At
                                         any meeting, unless a poll is duly demanded, a declaration by the Chairman that a resolution
                                         has been carried or carried by a particular majority or lost or not carried by a particular
                                         majority shall be conclusive evidence of the fact without proof of the number or proportion
                                         of the votes recorded in favour of or against such resolution.



 


	13.	Subject
                                         to paragraph 15, if at any such meeting a poll is so demanded it shall be taken in such
                                         manner and, subject as hereinafter provided, either at once or after an adjournment as
                                         the Chairman directs and the result of such poll shall be deemed to be the resolution
                                         of the meeting at which the poll was demanded as at the date of the taking of the poll.
                                         The demand for a poll shall not prevent the continuance of the meeting for the transaction
                                         of any business other than the motion on which the poll has been demanded.



 


	14.	The
                                         Chairman may, with the consent of (and shall if directed by) any such meeting, adjourn
                                         the same from time to time and from place to place, but no business shall be transacted
                                         at any adjourned meeting except business which might lawfully have been transacted at
                                         the meeting from which the adjournment took place.



 


	15.	Any
                                         poll demanded at any such meeting on the election of a Chairman or on any question of
                                         adjournment shall be taken at the meeting without adjournment.



 


	16.	Any
                                         director or officer of the Issuer, its lawyers and financial advisors, any director or
                                         officer of any of the Paying Agents and any other person authorized so to do by the Fiscal
                                         Agent may attend and speak at any meeting. Save as aforesaid, no person shall be entitled
                                         to attend and speak nor shall any person be entitled to vote at any meeting unless he
                                         is an Eligible Person. No person shall be entitled to vote at any meeting in respect
                                         of Notes which are deemed to be not outstanding by virtue of the proviso to the definition
                                         of "outstanding" in clause 2.1
                                         of the Agency Agreement.



 






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	17.	At
                                         any meeting:


 


		(a)	on
                                         a show of hands every Eligible Person present shall have one vote; and



 


		(b)	on
                                         a poll every Eligible Person present shall have one vote in respect of each € 1.00
                                         in principal amount of the Notes held or represented by such Eligible Person.



 


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


 


	18.	The
                                         proxies named in any Block Voting Instruction or form of proxy need not be holders. Nothing
                                         herein shall prevent any of the proxies named in any Block Voting Instruction or form
                                         of proxy from being a director, officer or representative of or otherwise connected with
                                         the Issuer.



 


	19.	A
                                         meeting shall in addition to the powers hereinbefore given have the following powers
                                         exercisable only by Extraordinary Resolution (subject to the provisions relating to quorum
                                         contained in paragraphs 7 and 9) namely:



 


		(a)	power
                                         to approve any compromise or management proposed to be made between the Issuer and Noteholders
                                         or any of them;



 


		(b)	power
                                         to approve any abrogation, modification, compromise or arrangement in respect of the
                                         rights of the Noteholders against the Issuer or against any of its property whether these
                                         rights arise under this Agreement, the Notes or otherwise;



 


		(c)	power
                                         to agree to any modification of the provisions contained in this Agreement or the Conditions,
                                         the Notes which is proposed by the Issuer;



 


		(d)	power
                                         to give any authority or approval which under the provisions of this Schedule or the
                                         Notes is required to given by Extraordinary Resolution;



 


		(e)	power
                                         to appoint any persons (whether Noteholders or not) as a committee or committees to represent
                                         the interests of the Noteholders and to confer upon any committee or committees any powers
                                         or discretions which the Noteholders could themselves exercise Extraordinary Resolution;



 


		(f)	power
                                         to approve any scheme or proposal for the exchange or sale of the Notes for, or the conversion
                                         of the Notes into, or the cancellation of the Notes in consideration of, shares, stock,
                                         notes, bonds, debenture, debenture, stock and/or other obligations and/or securities
                                         of Issuer or any other company formed or to be formed, or for or into or in consideration
                                         of cash, or partly for or into or in consideration of shares, stock, notes, bonds, debentures,
                                         debenture stock and/or other obligations and/or securities as stated above and partly
                                         for or into or in consideration of cash; and



 


		(g)	power
                                         to approve the substitution of any entity in place of the Issuer (or any previous substitute)
                                         as the principal debtor in respect of the Notes.



 


	20.	Any
                                         resolution passed at a meeting of the holders duly convened and held in accordance with
                                         these presents shall be binding upon all the holders whether or not present or whether
                                         or not represented at such meeting and whether or not voting and each of them shall be
                                         bound to give effect thereto accordingly and the passing of any such resolution shall
                                         be conclusive evidence that the circumstances justify the passing thereof. Notice of
                                         the result of the voting on any resolution duly considered by the holders shall be published
                                         in accordance with Condition 12 by the Issuer within 14 days of such result being known,
                                         PROVIDED THAT the non-publication of such notice shall not invalidate such result.



 






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	21.	Minutes
                                         of all resolutions and proceedings at every meeting shall be made and entered in books
                                         to be from time to time provided for that purpose by the Issuer and any such minutes
                                         as aforesaid, if purporting to be signed by the Chairman of the meeting at which such
                                         resolutions were passed or proceedings transacted, shall be conclusive evidence of the
                                         matters therein contained and, until the contrary is proved, every such meeting in respect
                                         of the proceedings of which minutes have been made shall be deemed to have been duly
                                         held and convened and all resolutions passed or proceedings transacted thereat to have
                                         been duly passed or transacted.



 


	22.	Subject
                                         to all other provisions of these presents the Fiscal Agent may (after consultation with
                                         the Issuer where the Fiscal Agent considers such consultation to be practicable but without
                                         the consent of the Issuer, or the holders) prescribe such further or alternative regulations
                                         regarding the requisitioning and/or the holding of meetings and attendance and voting
                                         thereat as the Fiscal Agent may in its sole discretion reasonably think fit (including,
                                         without limitation, the substitution for periods of 24 hours and 48 hours referred to
                                         in this Schedule of shorter periods). Such regulations may, without prejudice to the
                                         generality of the foregoing, reflect the practices and facilities of any relevant Clearing
                                         System. Notice of any such further or alternative regulations may, at the sole discretion
                                         of the Fiscal Agent, be given to holders in accordance with Condition 12 at the time
                                         of service of any notice convening a meeting or at such other time as the Fiscal Agent
                                         may decide.



 






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SCHEDULE
4



REGISTRATION AND TRANSFER OF NOTES


 


	1.	Each
                                         Note shall have an identifying serial number which shall be entered on the Register.



 


	2.	The
                                         Notes are transferable in integral multiples of €100,000 or in integral multiples
                                         of €1,000 in excess thereof each by execution of the form of transfer endorsed
                                         thereon under the hand of the transferor or, where the transferor is a corporation, under
                                         its common seal or under the hand of two of its officers duly authorized in writing.
                                         In this Schedule 4, "transferor"
                                         shall, where the context permits or requires, include joint transferors and be construed
                                         accordingly.



 


	3.	The
                                         Notes to be transferred must be delivered for registration to the specified office of
                                         the Registrar or Transfer Agent with the form of transfer endorsed on the Notes duly
                                         completed and executed and must be accompanied by the documents, evidence and information
                                         required pursuant to the Conditions and such other evidence as the Issuer may reasonably
                                         require to prove the title of the transferor or his right to transfer the Notes and,
                                         if the form of transfer is executed by some other person on his behalf or in the case
                                         of the execution of a form of transfer on behalf of a corporation by its officers, the
                                         authority of that person or those persons to do so.



 


	4.	The
                                         executors or administrators of a deceased registered holder of Notes (not being one of
                                         several joint registered holders) and in the case of the death of one or more of several
                                         joint registered holders, the survivor of the joint registered holders shall be the only
                                         person or persons recognized by the Issuer as having any title to the Notes.



 


	5.	Any
                                         person becoming entitled to Notes in consequence of the death or bankruptcy of the registered
                                         holder of such Notes may upon producing such evidence that he holds the position in respect
                                         of which he proposes to act under this paragraph or of his title as the Issuer, shall
                                         reasonably require be registered himself as the holder of such Notes or, subject to the
                                         preceding paragraphs as to transfer, may transfer such Notes. The Issuer shall be at
                                         liberty to retain any amount payable upon the Notes to which any person is so entitled
                                         until the person shall be registered as provided above or shall duly transfer the Notes.



 


	6.	Unless
                                         otherwise requested by him and agreed by the Issuer, the registered holder of Notes shall
                                         be entitled to receive only one Note in respect of his entire holding.



 


	7.	The
                                         joint registered holders of Notes shall be entitled to one Note only in respect of their
                                         joint holding which shall, except where they otherwise direct, be delivered to the joint
                                         registered holder whose name appears first in the register of the registered holders
                                         of Notes in respect of the joint holding.



 


	8.	Where
                                         a registered holder of Notes has transferred part only of his holding there shall be
                                         delivered to him without charge a Note in respect of the balance of the holding.



 


	9.	The
Issuer shall make no charge to the registered holders for the registration of any holding of Notes or any transfer thereof or
for the issue thereof or for the delivery of Notes at the specified office of the Transfer Agent or by mail to the address specified
by the registered holder. If any registered holder entitled to receive a Note wishes to have the same delivered to him
otherwise than at the specified office of the Transfer Agent, the delivery shall be made, upon his written request to the Transfer
Agent, at his risk and (except where sent by mail to the address specified by the registered holder) at his expense.



 


	10.	The
                                         registered holder of a Note may (to the fullest extent permitted by all applicable laws)
                                         be treated at all times, by all persons and for all purposes as the absolute owner of
                                         such Note notwithstanding any notice any person may have of the right, title, interest
                                         or claim of any other person. The Issuer shall not be bound to see to the execution of
                                         any trust to which any Note may be subject and no notice of any trust shall be entered
                                         on the register. The registered holder of a Note will be recognized by the Issuer as
                                         entitled to his Note free from any equity, set-off or counterclaim on the part of the
                                         Issuer against the original or any intermediate registered holder of the Note.



 






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SCHEDULE
5


 


GUARANTEE


OF


SIMON PROPERTY GROUP, L.P.,


a Delaware limited partnership


 


Capitalized
terms used herein but not defined shall have the same meanings assigned to them in the Fiscal Agency Agreement (the "Agreement")
dated March 19, 2021 among Simon International Finance, S.C.A., Simon Property Group, L.P., The Bank of New York Mellon Trust
Company, N.A., as Fiscal Agent, Transfer Agent and Registrar and The Bank of New York Mellon, London Branch, as London Paying
Agent.


 


		1.	For
                                         good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged),
                                         Simon Property Group, L.P., a Delaware limited partnership (the "Guarantor"),
                                         fully and unconditionally guarantees payment in full, as and when the same becomes due
                                         and payable, of the principal of, and premium, if any, and interest on, and all other
                                         amounts (including, without limitation, Additional Amounts) under each Note and the Agreement.
                                         This Guarantee shall apply irrespective of the validity or enforceability of any provision
                                         of the Agreement or the Notes.



 


		2.	The
                                         Guarantor's obligations under this Guarantee shall constitute direct and unconditional
                                         unsecured and unsubordinated obligations of the Guarantor and will rank equally with
                                         all of the Guarantor's other existing and future unsecured and unsubordinated indebtedness
                                         from time to time outstanding.



 


		3.	This
                                         Guarantee is a guaranty of the due and punctual payment (and not merely of collection)
                                         of the principal of, and premium, if any, and interest on, the Notes by the Issuer thereof
                                         and shall remain in full force and effect until all such amounts have been validly, finally
                                         and irrevocably paid in full, and shall not be affected in any way by any circumstance
                                         or condition whatsoever, including, without limitation, (a) the absence of any action
                                         to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise
                                         or release of any or all of the obligations of the Issuer under the Agreement or the
                                         Notes or of any collateral security therefor or (c) any change in the existence or structure
                                         of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other
                                         than by complete, irrevocable payment) that might otherwise constitute a legal or equitable
                                         discharge or defense of a guarantor. The Guarantor waives all requirements as to diligence,
                                         presentment, demand for payment, protest and notice of any kind with respect to the Agreement
                                         and the Notes.



 


		4.	In
                                         the event of a default in payment of principal of, or premium, if any, or interest on,
                                         any Notes issued by the Issuer, the holders of such Notes may institute legal proceedings
                                         directly against the Guarantor to enforce this Guarantee without first proceeding against
                                         the Issuer.



 






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		5.	All
                                         payments under this Guarantee will be made without withholding or deduction for, or on
                                         account of, any present or future taxes, duties, assessments or governmental charges
                                         of whatever nature, imposed or levied by Luxembourg, the United States or any taxing
                                         authority thereof or therein, unless such withholding or deduction is required by law.
                                         If such withholding or deduction is required by law, the Guarantor will pay to a Noteholder
                                         who is not a United States person (as defined below) such Additional Amounts
as are necessary in order that the net payment of the principal of, and premium, if any, and interest on, the Notes to such Noteholder,
after such withholding or deduction, will not be less than the amount provided in the Notes to be then due and payable; provided,
however, that the foregoing obligation to pay Additional Amounts shall not apply:



 


		(1)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for the holder, or a fiduciary, settlor, beneficiary, member or shareholder of the holder
                                         if the holder is an estate, trust, partnership or corporation, or a person holding a
                                         power over an estate or trust administered by a fiduciary holder, being considered as:



 


		(a)	being
                                         or having been engaged in a trade or business in Luxembourg or the United States or having
                                         or having had a permanent establishment in Luxembourg or the United States or having
                                         or having had a qualified business unit which has the United States dollar as its functional
                                         currency;



 


		(b)	having
                                         a current or former connection with Luxembourg or the United States (other than a connection
                                         arising solely as a result of the ownership of the Notes, the receipt of any payment
                                         or the enforcement of any rights thereunder) or being considered as having such relationship,
                                         including being or having been a citizen or resident of Luxembourg or the United States;



 


		(c)	being
                                         or having been a foreign or domestic personal holding company, a passive foreign investment
                                         company or a controlled foreign corporation with respect to the United States or a corporation
                                         that has accumulated earnings to avoid U.S. federal income tax;



 


		(d)	being
                                         or having been a "10-percent shareholder" of the Guarantor, as defined in section
                                         871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code")
                                         and the Treasury regulations thereunder or any successor provision; or



 


		(e)	being
                                         or having been a bank described in section 881(c)(3)(A) of the Code;



 


		(2)	to
                                         any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes,
                                         or that is a fiduciary, partnership or limited liability company, but only to the extent
                                         that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member
                                         of the partnership or limited liability company would not have been entitled to the payment
                                         of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received
                                         directly its beneficial or distributive share of the payment;



 






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		(3)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for the failure of the holder or any other person to comply (in the case of any compliance
                                         relating to Luxembourg, following a reasonable written request for such compliance from
                                         the Issuer) with certification, identification or information reporting requirements
                                         concerning the nationality, residence, identity or connection with Luxembourg or the
                                         United States of the holder or beneficial owner of the Notes, if compliance is required
                                         by statute, by regulation of Luxembourg or United States or any respective taxing authority
                                         therein or by an applicable income tax treaty to which Luxembourg or the United States
                                         is a party as a precondition to exemption from such tax, assessment or other governmental
                                         charge (including, with respect to the United States, submitting a properly completed
                                         IRS Form W-8BEN or Form W-8BEN-E to establish the so-called “portfolio interest
                                         exemption,” if applicable);



 


		(4)	to
                                         any tax, assessment or other governmental charge that is imposed otherwise than by withholding
                                         from the payment;



 


		(5)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for a change in law, regulation, or administrative or judicial interpretation that becomes
                                         effective more than 15 days after the payment becomes due or is duly provided for, whichever
                                         occurs later;



 


		(6)	to
                                         any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal
                                         property tax or similar tax, assessment or other governmental charge;



 


		(7)	to
                                         any tax, assessment or other governmental charge that would not have been imposed but
                                         for the presentation by the holder of any Note, where presentation is required, for payment
                                         on a date more than 30 days after the date on which payment became due and payable or
                                         the date on which payment thereof is duly provided for, whichever occurs later;



 


		(8)	to
                                         any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through
                                         1474 of the Code and related Treasury regulations and pronouncements (the Foreign Account
                                         Tax Compliance Act, or "FATCA") or any successor provisions and any
                                         regulations or official law, agreement or interpretations thereof implementing an intergovernmental
                                         approach thereto; or



 


		(9)	in
                                         the case of any combination of items (1), (2), (3), (4), (5), (6), (7) and (8).



 


		6.	If,
                                         as a result of a consolidation, merger, sale, lease or conveyance permitted under Condition
                                         4(1)(e), the Guarantor (or any successor person thereof) becomes organized and existing
                                         under the laws of any taxing jurisdiction other than the United States, references in
                                         Condition 8 and Condition 7(3), as well as in Clause 5 above, to the United States shall
                                         be construed as references to such other taxing jurisdiction, provided, that, such construction
                                         shall not apply to or affect any other Conditions, other than Condition 8 and Condition
                                         7(3).



 






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In
addition, if the Guarantor becomes subject to an additional taxing jurisdiction, references in Condition 8 and Condition 7(3),
as well as Clause 5 above, to the United States shall also be construed as references to such other taxing jurisdiction; provided,
that, such construction shall not apply to or affect any other Conditions, other than Condition 8 and Condition 7(3).


 


		7.	This
                                         Guarantee shall remain in full force and effect or shall be reinstated (as the case may
                                         be) if at any time any payment by the Issuer of the principal of, or premium, if any,
                                         or interest on, the Notes, in whole or in part, is rescinded or must otherwise be returned
                                         by the registered holder upon the insolvency, bankruptcy or reorganization of the Issuer
                                         or otherwise, all as though such payment had not been made.



 


		8.	The
                                         Guarantor hereby irrevocably consents to the non-exclusive jurisdiction of the State
                                         or Federal courts sitting in the Borough of Manhattan, The City of New York ("New
                                         York Courts") to adjudicate any disputes which may arise out of or in connection
                                         with this Guarantee and that accordingly any action or proceedings (together referred
                                         to as "Proceedings") arising out of or in connection with this Guarantee
                                         may be brought in such New York Courts. The Guarantor waives any objection to Proceedings
                                         in such courts whether on the ground of venue or on the ground that the Proceedings have
                                         been brought in an inconvenient forum.



 


		9.	Notwithstanding
                                         any other provision of this Guarantee to the contrary, no recourse shall be had, whether
                                         by levy or execution or otherwise, for the payment of any sums due under, or for the
                                         payment or performance of any obligation under, or for any claim based on, this Guarantee
                                         or otherwise in respect hereof, against Simon Property Group, Inc. ("Simon")
                                         or its assets or against any principal, shareholder, officer, director, trustee or employee
                                         of Simon, under any rule of law, statute or constitution, or by the enforcement of any
                                         assessment or penalty, or otherwise, nor shall any of such parties be personally liable
                                         for any such amounts, obligations or claims, or liable for any deficiency judgment based
                                         thereon or with respect thereto, it being expressly understood that the sole remedies
                                         hereunder with respect to such amounts, obligations or claims shall be against the Guarantor
                                         and that any or all such liability of the aforementioned parties is and is to be, by
                                         the acceptance of Notes of the Issuer, expressly waived and released as a condition of,
                                         and as consideration for, the execution of this Guarantee.



 


		10.	Notwithstanding
                                         the foregoing, the obligations of the Guarantor under the Guarantee at any time shall
                                         be limited to the maximum amount as will result in the obligations of the Guarantor under
                                         the Guarantee not constituting a fraudulent transfer or conveyance for purposes of any
                                         Debtor Relief Law to the extent applicable to the Agreement, the Notes and the obligations
                                         of the Guarantor thereunder. In this paragraph, "Debtor Relief Law" means Title
                                         11 of the United States Code, as amended, and all other liquidation, bankruptcy, assignment
                                         for the benefit of creditors, conservatorship, moratorium, receivership, insolvency,
                                         rearrangement, reorganization or similar debtor relief laws of the United States or other
                                         applicable jurisdictions in effect from time to time.



 


		11.	This
                                         Guarantee shall be governed by, and construed in accordance with, the laws of the State
                                         of New York.



 






    78


     


    

 


SCHEDULE
6


 


 


The
London Paying Agent will fulfil the following responsibilities with respect to the Global Certificate kept by the Common Safekeeper
for the Clearing Systems in accordance with applicable safekeeping procedures:


 


		(a)	The
                                         London Paying Agent will inform the Clearing Systems, through the common service provider
                                         (the "Common Service Provider") appointed by the Clearing Systems in
                                         respect of the Global Certificate, of the initial issue outstanding amount of the Notes
                                         on or prior to the date of issue.



 


		(b)	If
                                         any event occurs that requires a mark-up or mark-down of the records which either Euroclear
                                         or Clearstream, Luxembourg holds for its customers to reflect such customers’ interest
                                         in the Global Certificate, the London Paying Agent will promptly provide details of the
                                         amount of such increase or decrease, together with a description of the event that requires
                                         it, to the Clearing Systems (through the Common Service Provider) to ensure that the
                                         records of the Clearing Systems reflecting the initial issue outstanding amount of the
                                         Notes remain accurate at all times.



 


		(c)	The
                                         London Paying Agent will at least once every month perform a reconciliation process with
                                         the Clearing Systems (through the Common Service Provider) with respect to the initial
                                         issue outstanding amount of the Notes and will promptly inform the Clearing Systems (through
                                         the Common Service Provider) of any discrepancies.



 


		(d)	The
                                         London Paying Agent will promptly assist the Clearing Systems (through the Common Service
                                         Provider) in resolving any discrepancy identified in the records reflecting the initial
                                         issue outstanding amount of the Notes.



 


		(e)	The
                                         London Paying Agent will promptly provide to the Clearing Systems (though the Common
                                         Service Provider) details of all amounts paid under the Notes.



 


		(f)	The
                                         London Paying Agent will promptly provide to the Clearing Systems (through the Common
                                         Service Provider) notice of any changes to the Notes that will affect the amount of,
                                         or date for any payment due under the Notes.



 


		(g)	The
                                         London Paying Agent will promptly provide to the Clearing Systems (through the Common
                                         Service Provider) copies of all notices in its possession that are given by or on behalf
                                         of the Issuer to the holders of the Notes.



 


		(h)	The
                                         London Paying Agent will promptly pass on to the Issuer or the Guarantor, as applicable,
                                         all communications it receives from the Clearing Systems directly or through the Common
                                         Service Provider relating to the Notes.



 


		(i)	The
                                         London Paying Agent will promptly notify the Clearing Systems (through the Common Service
                                         Provider) of any failure by the Issuer or the Guarantor, as applicable, to make any payment
                                         or delivery due under the Notes when due.



 






    79


     


    

 


IN
WITNESS
whereof this Agreement has been entered into on the date first above written.


 


SIMON
INTERNATIONAL FINANCE, S.C.A.


acting
through its general partner Simon International Finance GP, S.à r.l.


represented
by its permanent representative Brian J. McDade


 


 


	By: 	/s/ Brian J. McDade	
	 	Name:	Brian J. McDade	 
	 	Title: 	Permanent Representative	 










 





[Signature
Page to Fiscal Agency Agreement]


 


 






     


     


    

 


SIMON
PROPERTY GROUP, L.P.


 


	By:	SIMON PROPERTY GROUP, INC.

                                                                                its sole General Partner
	 
	 	 	 



 


	By:	/s/ Brian J. McDade

                                                                                

                                                                                
	 
	 	Name: Brian J. McDade	 
	 	Title: Executive Vice President,  Chief Financial Officer and Treasurer	 



 





[Signature
Page to Fiscal Agency Agreement]


 






     


     


    

 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


 


as
Fiscal Agent, Transfer Agent and Registrar


 


	By:	/s/ Xayyavone Gillmore


                                                                                
	 
	 	Name: Xayyavone Gillmore	 
	 	Title: Vice President	 



 


THE
BANK OF NEW YORK MELLON, LONDON BRANCH,


 


as
London Paying Agent


 


	 



 


	By:
    	/s/
Latoya S Elvin	 
	 	Name: Latoya S Elvin	 
	 	Title: Vice President	 




 





[Signature
Page to Fiscal Agency Agreement]