Trust Deed and for the time being outstanding or, as the context may require, a specific number orprincipal amount of them and includes any replacements for Certificates issued pursuant toCondition 14;***Business Day***means a day (other than Saturday or Sunday) on which commercial banks are generallyopen for business in Hong Kong, New York City and London, or if the context requires otherwise, inthe relevant place, including in connection with the surrender of a Certificate, the place wheresuch Certificate is surrendered;***Certificate***means a certificate, substantially in the form set out in Schedule 1, issued in thename of the holder of one or more Bonds (for the avoidance of doubt, including a RestrictedCertificate or a Regulation S Certificate);***Change of Control***has the meaning set out in Schedule 3 of the Conditions;***Closed Period***has the meaning set out in Condition 4;***Conditions***means the terms and conditions set out in Schedule 1 as from time to time modified inaccordance with this Trust Deed, and any reference to a particularly numbered Condition shall beconstrued accordingly;***Early Redemption Amount***has the meaning set out in Condition 8.2;***Event of Default***means any of the events described in Condition 10;***Exchange Date***has the meaning set out in Condition 6;***Exchange Notice***means the written notice required to accompany Certificates deposited for thepurposes of exchange of Bonds, the initial form of which is set out in the Agency Agreement;***Exchange Price***has the meaning set out in Condition 6;***Exchange Shares***has the meaning ascribed thereto in Schedule 3 of the Conditions;***Extraordinary Resolution***has the meaning set out in Schedule 2;***Final Redemption Amount***has the meaning set out in Condition 8.1;***Force Majeure Event***means:(a) an act of war (whether war is declared or not), hostilities, invasion, act of foreignenemies, riot, rebellion, terrorism, revolution, military insurrection, civil disorder orcivil disobedience; or (b) act of God, flood, fire, tempest, earthquake or other natural disaster; or (c) embargo, labour disputes, strike, lockout or other industrial action; or (d) general failure of electricity or other supply, aircraft collision or failure of any moneytransmission system; orBella - Trust Deed
 

 
(e) any reason which is beyond the control of the Trustee;***Fiscal Period***means, as the context may require, a period (a) commencing on 1 January and endingon the succeeding 31 December, or (b) commencing on 1 January and ending on the succeeding30 June, provided that if the Issuer shall, subject to the Conditions, change its financial yearso as to end on a date other than 31 December, the foregoing shall be amended as necessary;***Hong Kong***means the Hong Kong Special Administrative Region of the People’s Republic of China;***Hong Kong Stock Exchange***means The Stock Exchange of Hong Kong Limited;***Listing Rules***means the listing rules of the Hong Kong Stock Exchange, as amended and supplementedfrom time to time;***Ordinary Resolution***has the meaning set out in Schedule 2;***outstanding***means, in relation to the Bonds, all the Bonds issued except (a) those which have beenredeemed in accordance with the Conditions, (b) those in respect of which the date for redemptionhas occurred and the redemption moneys have been duly paid to the order of the Trustee as providedin Clause 2 or have been duly paid to the Principal Agent if permitted by Clause 2 and remainavailable for payment following surrender of Certificates in respect of such Bonds, (c) those inrespect of which claims have become prescribed under Condition 11, (d) those which have beenpurchased and cancelled as provided in the Conditions, (e) those in respect of which the ExchangeShares have been duly issued and delivered to the relevant Bondholder pursuant to Condition 6(and, for the avoidance of doubt, a Bond in respect of which the Exchange Date has occurred shallbe deemed to remain outstanding until the Exchange Shares have been duly issued and delivered toor made available for collection by the relevant Bondholder in accordance with Condition 6 even ifthe Bondholder is removed from the Register during the exchange process) and (f) those mutilated,destroyed or defaced Certificates in respect of the Bonds which have been surrendered andcancelled and in respect of which replacements have been issued pursuant to Condition 14; providedthat for the purposes of (1) ascertaining the right to attend and vote at any meeting of theBondholders, (2) determining how many Bonds are outstanding for the purposes of Conditions 10, 12and 13 and Schedule 2 and (3) the exercise of any discretion, power or authority which the Trusteeis required, expressly or impliedly, to exercise in or by reference to the interests of theBondholders, those Bonds which are beneficially held by or on behalf of the Issuer, Sands China orany of their Subsidiaries and not yet cancelled shall be deemed not to remain outstanding;***Person***or ***person***means natural persons, corporations, limited partnerships, general partnerships,limited liability companies, limited liability partnerships, joint stock companies, JointVentures, associations, companies, trusts, banks, trust companies, land trusts, business trusts orother organisations, whether or not legal entities, and governments (whether federal, state orlocal, domestic or foreign, and including political subdivisions thereof) and agencies or otheradministrative or regulatory bodies thereof;Bella - Trust Deed
 

 
***Principal Agent***means Citibank, N.A., London Branch at its specified office at Citigroup Centre,33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom or any successor principal agentappointed under the Agency Agreement at its specified office;***QIB***means a “qualified institutional buyer” as defined in Rule 144A;***Register***means the Bond Register as defined in Condition 2;***Registrar***means Citigroup Global Markets Deutschland, AG & Co. KGaA at its specified office atReuterweg 16, 60323 Frankfurt, Germany or any successor registrar appointed under the AgencyAgreement at its specified office;***Regulation S***means Regulation S under the Securities Act;***Regulation S Certificate***means a certificate, substantially in the form set out in Part B,Schedule 1, issued in the name of the holder of one or more Bonds and endorsed with the Conditionsand a form of transfer;***Restricted Certificate***means a certificate, substantially in the form set out in Part A, Schedule1, issued in the name of the holder of one or more Bonds and endorsed with the Conditions and aform of transfer;***Restricted Subsidiary***and ***Restricted Subsidiaries***have the respective meanings set out in Schedule3 of the Conditions;***Rule 144A***means Rule 144A under the Securities Act;***Sands China***means Sands China Ltd., and any corporation or company derived from or resulting orsurviving from the merger, consolidation, amalgamation, reconstruction or acquisition of suchentity with, into or by such other corporation, company, and any other entity, all or part of theshare capital of which is, or all or some of the securities are, at the relevant time included inthe Exchange Shares;***Securities Act***means the United States Securities Act of 1933, as amended;***Shareholder***means the person in whose name a Share is registered in the register of members ofSands China;***Shares***has the meaning set out in Schedule 3 of the Conditions;***specified office***means, in relation to an Agent or the Registrar, the office identified with itsname in the Conditions or any other office approved by the Trustee and notified to theBondholders;***Subsidiary***or ***subsidiary***has the meaning set out in Schedule 3 of the Conditions;***successor***means, in relation to the Agents or the Registrar, such other or further person as mayfrom time to time be appointed by the Issuer as an Agent or the Registrar with the writtenapproval of, and on terms approved in writing by, theBella - Trust Deed
 

 
Trustee and notice of whose appointment is given to Bondholders pursuant to Condition 15;***this Trust Deed***means this Trust Deed (as from time to time altered in accordance with this TrustDeed) and any other document executed in accordance with this Trust Deed (as from time to time soaltered) and expressed to be supplemental to this Trust Deed; and***trust corporation***means a trust corporation (as defined under the Law of Property Act 1925) or acorporation entitled to act as trustee pursuant to applicable foreign legislation relating totrustees.1.2 **Construction of Certain References:**References to:1.2.1 costs, charges, remuneration or expenses include any withholding, value added,turnover or similar tax charged in respect thereof;1.2.2 ***United States dollars****,****US dollars***, ***US$***or ***USD***are to the lawful currency for the timebeing of the United States of America and ***Hong Kong dollars***, ***HK dollars***, ***HK$***or ***HKD***are tothe lawful currency for the time being of Hong Kong;1.2.3 an action, remedy or method of judicial proceedings for the enforcement of rights ofcreditors include references to the action, remedy or method of judicial proceedings injurisdictions other than England as shall most nearly approximate thereto; and1.2.4 references in this Trust Deed and the Conditions to the consent or approval of theTrustee not being unreasonably withheld or delayed shall be construed giving due regard tothe fact that the Trustee in giving any such consent or approval is acting as Trustee forthe Bondholders and is obliged to act in their interests.1.3 **Headings:**Headings shall be ignored in construing this Trust Deed.1.4 **Schedules:**The Schedules are part of this Trust Deed and have effect accordingly.1.5 **Definitions in Conditions:**Terms defined in the Conditions shall, unless otherwise definedherein, have the same meaning when used in the main body of this Trust Deed.1.6 **Inconsistency:**In the event of any inconsistency between the provisions of this Trust Deed andthe Conditions, the provisions of this Trust Deed will prevail.**2.****Amount of the Bonds, Covenant to Pay**2.1 **Amount of the Bonds:**The aggregate principal amount of the Bonds is limited to US$600,000,000.Bella - Trust Deed
 

 
2.2 **Covenant to pay:**The Issuer will in respect of any date on which the Bonds or any of thembecome due to be redeemed in accordance with and subject to the Conditions unconditionally pay to,or cause to be paid to, or to the order of the Trustee in London in United States dollars inimmediately available funds the principal amount of the Bonds becoming due for redemption on thatdate, calculated in accordance with the Conditions together with any applicable premium (if any)(to be received by 12:00 noon (London time) at least one Business Day prior to such payment date)and will (subject to the Conditions) in the meantime and until such payment (both before and afterjudgment) unconditionally so pay to or to the order of the Trustee interest in US dollars (whichshall accrue from day to day and include any default interest) on the principal amount of the Bondsoutstanding at the relevant rate specified in Conditions 5 and 7.4 provided that:(a) every payment of any sum due in respect of the Bonds made to the Principal Agent as providedin the Agency Agreement shall, to that extent, satisfy such obligation except to the extentthat there is failure in its subsequent payment to the relevant Bondholders under theConditions; and (b) a payment made after the due date or pursuant to Condition 10 will be deemed to have beenmade when the full amount due (including default interest accrued, if any) has been receivedby the Principal Agent or the Trustee and notice to that effect has been given to Bondholders(if required under the Conditions or this Trust Deed) except (if payment is made to thePrincipal Agent) to the extent that there is failure in the subsequent payment to the relevantBondholders under the Conditions.The Trustee will hold the benefit of this covenant on trust for the Bondholders.2.3 **Discharge:**Subject to sub-Clause 2.4, any payment to be made in respect of the Bonds by theIssuer or the Trustee may be made as provided in the Conditions and any payment so made will(subject to sub-Clause 2.4) to such extent be a good discharge to the Issuer or the Trustee, as thecase may be.2.4 **Payment after a Default:**At any time after an Event of Default or a Potential Event of Defaulthas occurred or the Bonds shall otherwise have become due and payable or the Trustee shall havereceived any money which it proposes to pay to the Bondholders under Clause 6, the Trustee may: 2.4.1 by notice in writing to the Issuer, the Agents and the Registrar, requirethe Agents and the Registrar, until notified in writing by the Trustee to thecontrary, so far as permitted by applicable law:  (i) to act as agents of the Trustee under this Trust Deed and theBonds on the terms of the Agency Agreement (with consequential amendments asnecessary and save that the Trustee’s liability for the indemnification,remuneration and all other expenses of the Agents and the Registrar shall belimited to the amounts for the time being held by the Trustee in respect of theBonds on the terms of this Trust Deed) and thereafter to hold all Certificatesand all moneys, documents and records held by them in respect of the Bonds tothe order of the Trustee;Bella - Trust Deed
 

 
  or  (ii) to deliver all Certificates and all moneys, documents and recordsheld by them in respect of the Bonds to the Trustee or as the Trustee directs insuch notice or subsequently, provided that this sub-Clause 2.4.1(ii) shall notapply to any documents or records which the relevant Agent or the Registrar, asthe case may be, is/are obliged not to release pursuant to any law or regulationto which it/they are subject; and  2.4.2 by notice in writing to the Issuer require it to make all subsequentpayments in respect of the Bonds to or to the order of the Trustee and not to thePrincipal Agent and any subsequent payment so made by the Issuer shall discharge theIssuer’s obligations with respect to such payment.**3.****Form of the Bonds and Certificates; Issue of the Bonds**3.1 **The Certificates:**Upon issue, the Bonds will be represented by the Restricted Certificates andthe Regulation S Certificates. Bonds sold in reliance on Section 4(2) of the Securities Act, willbe represented by the Restricted Certificates and Bonds sold to non-U.S. persons in reliance onRegulation S under the Securities Act will be represented by the Regulation S Certificates*.*Onissue of the Bonds, the Certificates will be issued and the Issuer shall procure the Registrar tomake such entries of Bonds in the Register as appropriate, and thereafter, the Issuer shallforthwith arrange for delivery of the Certificates to the Bondholders. The Certificates need notbe security printed.3.2 **Signature:**The Certificates will be issued under the corporate seal of the Issuer or signedmanually or in facsimile (with signatures affixed by mechanical means) by a director of the Issuerand authenticated manually by or on behalf of the Registrar.3.3 **Issue:**Issue and delivery of the Bonds shall be complete on the issue and delivery of theCertificates to the Bondholders and completion of the Register by or on behalf of the Registrar.3.4 **Entitlement to treat holder as owner:**The holder of any Bond will (save as otherwise requiredby law or ordered by a court of competent jurisdiction) be treated as its absolute owner for allpurposes (whether or not it is overdue and regardless of any notice of ownership, trust or anyinterest in it 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 and neither the Issuer, the Trustee, theAgents nor the Registrar shall be affected by any notice to the contrary. All payments made tosuch holder shall be valid and, to the extent of the sums so paid, effective to satisfy anddischarge the liability of the Trustee and the Issuer for the moneys so payable under the Bonds.3.5 **Authentication:**No Bond shall be entitled to any benefit under this Trust Deed or be valid forany purpose until authenticated by the manual signature of the Registrar. The Registrar’sauthentication to be borne on the Bonds shall be the certificate of authentication substantially asset out in the form of Schedule 1, andBella - Trust Deed
 

 
such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bondhas been duly authenticated and delivered thereunder.**4.****Stamp Duties and Taxes**4.1 **Stamp Duties:**The Issuer will pay any capital, stamp, issue, registration, documentary,transfer or other taxes, expenses and duties, including interest and penalties, payable in respectof the creation, issue and offering of the Bonds, the execution or delivery of this Trust Deed andthe Agency Agreement and pay any taxes and capital, stamp, issue and registration duties arisingfrom the deposit of Certificates for the exchange of Bonds and the issue and delivery of Sharesfollowing such deposit. The Issuer will also indemnify the Trustee, the Agents and the Bondholdersfrom and against all capital, stamp, issue, registration, documentary, transfer or other taxes,expenses and duties paid by any of them in any jurisdiction in connection with any action taken byor on behalf of the Trustee or, as the case may be, (where entitled under Condition 12 to do so)the Bondholders to enforce the obligations of the Issuer under this Trust Deed or the AgencyAgreement.4.2 **Conditions:**For the avoidance of doubt, none of the Agents or the Trustee shall be responsibleor liable for:(a) determining whether the Issuer is liable to pay any taxes or the amounts payable (if any) inconnection with Condition 6 or 9; or (b) determining the sufficiency or insufficiency of any amounts so paid and neither the Trusteenor the Agents shall be responsible to the Bondholders or any other person for any lossarising from any failure to do so.**5.****Covenants relating to the Exchange of Bonds and Issue of Warrants**So long as any Bond remains outstanding, save with the approval of an Ordinary Resolution of theBondholders, the Issuer will:5.1 **Availability of Shares:**procure the issue and delivery of Shares to the Bondholders (or theirnominee(s) or trustee(s)) upon occurrence of a Qualified IPO and comply with, among other things,the provisions of Condition 6 and ensure that all Shares delivered on exchange of the Bonds will befree from all Liens and third party rights and duly and validly issued as fully-paid and will rankpari passu with all fully paid Shares of the same class in issue;5.2 **Exchange:**ensure that the Bonds may be exchanged legally and will not take any action whichprevents the exchange of the Bonds or the issuance and delivery of Shares on exchange of the Bonds;5.3 **Expenses:**pay the reasonable and documented expenses of the issuance and delivery of Shares tobe issued and delivered on exchange of the Bonds; andBella - Trust Deed
 

 
5.4 **Issue of Warrants:**on each Issuer Optional Redemption Date, issue to the holder of each Bond awarrant instrument in the form set out in Schedule 4 of the Conditions in respect of each Bond.**6.****Application of Moneys Received by the Trustee**6.1 **Declaration of Trust:**All moneys received by the Trustee in respect of the Bonds or amountspayable under this Trust Deed will, despite any appropriation of all or part of them by the Issuer,be held by the Trustee upon trust to apply them:*firstly*, in payment or satisfaction of all costs, charges, expenses and liabilities properlyincurred by the Trustee and the Agents (including remuneration payable to any of them) in carryingout their respective functions under this Trust Deed and the Agency Agreement, including amountsthen due and unpaid under Clause 8 to the Trustee;*secondly*, in payment of any amounts of default interest (if any) owing in respect of the Bonds *paripassu*and rateably;*thirdly*, in payment of any amounts of interest (if any) owing in respect of the Bonds *pari passu*and rateably;*fourthly*, in payment of any amounts of principal and premium (if any, and including the EarlyRedemption Amount and Final Redemption Amount) owing in respect of the Bonds *pari passu*andrateably;*fifthly*, in payment of any other amounts owing in respect of the Bonds; and*sixthly*, in payment of any balance (if any) to the Issuer.If the Trustee holds any moneys which represent principal, interest or premium (including the EarlyRedemption Amount and Final Redemption Amount) in respect of Bonds in respect of which claims havebecome prescribed under Condition 11, the Trustee will hold them on these trusts to be applied inaccordance with the provision above.6.2 **Investment:**Moneys held by the Trustee may, in the Trustee’s sole discretion, be deposited inits name or under its control at such bank or other financial institution in such currency as theTrustee may, in its sole discretion, think fit. If that bank or institution is the Trustee or aSubsidiary, Holding Company or associated company of the Trustee, it needs only account for anamount of interest equal to the standard amount of interest payable by it on such a deposit to anindependent customer. The Trustee may at any time convert any moneys so deposited into any othercurrency, and will not be responsible for any resulting loss, whether by change in exchange ratesor otherwise.**7.****General Covenants**So long as any Bond is outstanding, save with the approval of an Ordinary Resolution or with theprior written approval of the Trustee where, in the opinion of the Trustee,Bella - Trust Deed
 

 
it is not materially prejudicial to the interests of Bondholders to give such approval, the Issuerwill:7.1 **Books of Account:**keep, and procure that the Restricted Subsidiaries (so far as required byapplicable law) keep, proper books of account and, at any time after an Event of Default orPotential Event of Default has occurred or if the Trustee has grounds to believe that such an eventhas occurred, so far as permitted by applicable law, allow, and procure that each of the RestrictedSubsidiaries will allow, the Trustee and anyone appointed by it, access to the books of account ofthe Issuer and/or the relevant Restricted Subsidiary respectively at all reasonable times duringnormal business hours;7.2 **Notice of Events of Default:**notify the Trustee in writing immediately on becoming aware of theoccurrence of any Event of Default or Potential Event of Default;7.3 **Information:**so far as permitted by applicable law and regulations, give the Trustee suchinformation as it requires to perform its functions;7.4 **Information Material to Bondholders:**send to the Trustee three copies or translations, in eachcase in the English language, of all notices, statements and documents which are issued tocreditors of the Issuer generally as soon as practicable (but not later than 30 days) after theirdate of issue and make available to the Agents (without cost to the Agents) as many further copiesor translations as they may reasonably request in order to satisfy requests from Bondholders forthem;7.5 **Director’s Certificate:**send to the Trustee, on or prior to each Interest Payment Date and alsowithin 14 days after any request by the Trustee, a certificate of the Issuer signed by anyauthorised director on behalf of the Issuer (on which the Trustee shall be entitled to rely withoutfurther enquiry, verification or investigation) to the effect that, having made all reasonableenquiries, to the best of the knowledge, information and belief of the Issuer as at a date (the***Certification Date***) being not more than five days before the date of the certificate: 7.5.1 no Event of Default or Potential Event of Default had occurred since thedate of this Trust Deed or the Certification Date of the last such certificate (ifany) or, if such an event had occurred, giving details of it; and  7.5.2 the Issuer has complied with all its obligations under this Trust Deed;7.6 **Notices to Bondholders:**send to the Trustee at least three Business Days (or such shorterperiod as may be agreed by the Trustee) prior to the date of publication, a copy of the form ofeach notice in the English language to be given to Bondholders and once given, two copies of eachsuch notice, such notice to be in a form approved by the Trustee (such approval not to beunreasonably withheld or delayed) provided that this sub-clause 7.6 shall not apply to any noticeto be given pursuant to Condition 3.15;Bella - Trust Deed
 

 
7.7 **Further Acts:**so far as permitted by applicable law and regulations, do such further things asmay be necessary in the opinion of the Trustee to give effect to this Trust Deed;7.8 **Notice of late payment:**forthwith upon request by the Trustee give notice to the Bondholders ofany unconditional payment to the Principal Agent or the Trustee of any sum due in respect of theBonds made after the due date for such payment;7.9 **Change in Agents:**give at least 14 days’ prior notice to the Bondholders of any futureappointment, resignation or removal of any Agent or of the Registrar or of any change by any Agentor by the Registrar of its specified office and not make any such appointment or removal withoutthe Trustee’s prior written approval (such approval not to be unreasonably withheld or delayed),provided that no Registrar or Transfer Agent (as defined in the Agency Agreement) in Hong Kong orthe United Kingdom may be appointed at any time;7.10 **Early Redemption:**give prior notice to the Trustee of any proposed early redemption by theIssuer pursuant to Condition 8;7.11 **Compliance with the Conditions:**comply with, perform and observe:7.11.1 all the provisions of the Conditions and the Bonds, which shall be binding on theIssuer and the Bondholders, and the obligations of the Issuer under the Bonds and theConditions shall be enforceable by the Trustee as if the same were set out and contained inthis Trust Deed which shall be read and construed as one document with the Bonds and theConditions, and the provisions contained in Schedule 2 shall have effect in the same manneras if herein set forth;7.11.2 all provisions of the Agency Agreement and the Deed of Subordination; and7.11.3 all laws and regulations having the force of law applicable to and binding on theIssuer in connection with the performance of its obligations under the Conditions, thisTrust Deed, the Agency Agreement, the Deed of Subordination and the Bonds;7.12 **Bonds held by the Issuer etc.:**send to the Trustee as soon as practicable after being sorequested by the Trustee a certificate of the Issuer signed by any authorised director of theIssuer stating the number of Bonds held at the date of such certificate by or on behalf of theIssuer, Sands China or their Subsidiaries;7.13 **Default Interest:**if there shall be a default in the payment of all or any part of theinterest, principal (including the Early Redemption Amount and Final Redemption Amount) and premium(if any) on any Bond when the same shall have become due and payable, whether upon maturity or bydeclaration or otherwise, pay default interest on any overdue interest, principal and premium (ifany) at the rate of 2% per annum above the prevailing Applicable Interest Rate, which shall accrueon the overdue sum from the due date on the basis of the actual number of days elapsed and a360-day year consisting of 12 months of 30 days each;Bella - Trust Deed
 

 
7.14 **Notification of Change of Control:**notify the Trustee in writing and the holders of the Bondsin accordance with the Conditions as soon as possible (and in any event within 3 days) followingthe first day on which it becomes aware of the occurrence of a Change of Control;7.15 **Notification of Closed Periods:**give not less than 10 days’ notice to the Trustee, the Agentsand the Bondholders of the commencement of any Closed Period;7.16 **Rule 144A Information:**so long as any Bonds, Warrants or Exchange Shares are “restrictedsecurities” within the meaning of Rule 144(a)(3) of the Securities Act, during any period in whichthe Issuer is neither subject to Section 13 or 15(d) of the United States Securities Exchange Actof 1934, as amended (the ***Exchange Act***) nor exempt from reporting thereunder pursuant toRule 12g3-2(b) under the Exchange Act, provide to any holder or beneficial owner of any such“restricted security”, or to any prospective purchaser of such restricted security designated bysuch holder or beneficial owner, the information specified in, and meeting the requirements of,Rule 144A(d)(4) of the Securities Act upon the request of such holder or beneficial owner; and7.17 **Financial Statements:**at the request of the Trustee, provide to the Trustee:7.17.1 as soon as the same become available, but in any event within 105 days after the endof each Fiscal Year of the Issuer, the audited consolidated financial statements of theIssuer and its Subsidiaries for that Fiscal Year prepared in accordance with GAAP andwritten in English; and7.17.2 as soon as the same become available, but in any event within 60 days after the endof the first half of each Fiscal Year of the Issuer, the unaudited consolidated financialstatements of the Issuer and its Subsidiaries for that first half of the Fiscal Yearprepared in accordance with GAAP and written in English.**8.****Remuneration and Indemnification of the Trustee**8.1 **Normal Remuneration:**So long as any Bond is outstanding the Issuer will pay the Trustee asremuneration for its services as Trustee such sum on such dates in each case in accordance with theterms of a separate fee letter entered into between the Issuer and Trustee (the ***Fee Letter***), whichsums shall, for the avoidance of doubt, be paid free and clear of deduction, set-off, counterclaimand withholding on account of taxation. Such remuneration will accrue in accordance with the termsof the Fee Letter and such remuneration shall be payable in accordance with sub-Clause 6.1.8.2 **Extra Remuneration:**If an Event of Default or a Potential Event of Default shall have occurredor if the Trustee finds it expedient or necessary or is requested by the Issuer to undertake dutieswhich the Trustee considers to be of an exceptional nature or otherwise outside the scope of itsnormal duties under this Trust Deed, the Issuer will pay such additional remuneration (whichamounts shall, for the avoidance of doubt, be paid free and clear of deduction, set-off,counterclaim and withholding on account of taxation) as they may agree or, failing agreement as toany of the matters in this sub-Clause 8.2 (or as to such sums referred to in sub-Clause 8.1), asdeterminedBella - Trust Deed
 

 
by an investment bank of international repute (acting as an expert) selected by the Issuer andapproved by the Trustee or, failing such approval, nominated by the President for the time being ofThe Law Society of England and Wales. The expenses involved in such nomination and such investmentbank’s fee will be paid by the Issuer, which sums shall, for the avoidance of doubt, be paid freeand clear of any deduction and withholding on account of taxation. The determination of suchinvestment bank will be conclusive and binding on the Issuer, the Trustee and the Bondholders.8.3 **Expenses:**The Issuer will also on demand by the Trustee pay or discharge, all costs, charges,liabilities and expenses properly incurred by the Trustee in the preparation and execution of thisTrust Deed, the Conditions, the Deed of Subordination and the Agency Agreement and the performanceof its functions under this Trust Deed, the Deed of Subordination and the Agency Agreementincluding, but not limited to, legal and travelling expenses and any stamp, documentary or othertaxes or duties paid by the Trustee in connection with any legal proceedings properly brought orcontemplated by the Trustee against the Issuer to enforce any provision of this Trust Deed, theBonds, the Deed of Subordination or the Agency Agreement. Such costs, charges, liabilities andexpenses will: 8.3.1 in the case of payments made by the Trustee before such demand carryinterest from the date of receipt of such demand and shall accrue at the rate of twoper cent. above the costs of funds determined by the Trustee; and  8.3.2 in other cases carry interest at such rate from 15 days after the due dateof the demand or (where the demand specifies that payment is to be made on an earlierdate) from such earlier date.8.4 **Indemnity:**The Issuer will, to the fullest extent permitted by applicable law, on demand by theTrustee indemnify it and its directors, officers, employees and appointees (the ***Indemnitees***) andkeep the Indemnitees indemnified, in respect of Amounts or Claims to which an Indemnitee may be orbecome subject or which may be paid or incurred by it or which may be made against it arising outof or in relation to or in connection with the Trustee acting as trustee under this Trust Deed, theAgency Agreement or the Deed of Subordination (including, without limitation, (a) the execution orexercise or purported execution or exercise by an Indemnitee of any of the Trustee’s functions,trusts, powers, authorities and discretions under this Trust Deed, the Agency Agreement or the Deedof Subordination or in respect of any other matter or thing done or omitted by an Indemnitee in anyway relating this Trust Deed, the Agency Agreement or the Deed of Subordination or the Indemnitee’sappointment or Trustee’s appointment, (b) any Agent/Delegate Liabilities and (c) in respect ofdisputing or defending any Amounts or Claims made against the Trustee or any Agent/DelegateLiabilities) except such as may result from the willful misconduct, willful default, grossnegligence, fraud, or breach of duty of any of the Indemnitees or breach of trust in relation tothe Trustee’s duties under this Trust Deed. ***Amounts or Claims***are losses, liabilities, costs,claims, proceedings, actions, penalties, damages, judgments, charges, demands or expenses and otherliabilities whatsoever and ***Agent/Delegate Liabilities***are Amounts or Claims which the Trustee is orwould beBella - Trust Deed
 

 
obliged to pay or reimburse to any of its agents or delegates appointed pursuant to this TrustDeed. The Contracts (Rights of Third Parties) Act 1999 applies to this sub-Clause 8.4.8.5 **Continuing Effect:**Sub-Clauses 8.3 and 8.4 will continue in full force and effect as regardsthe Trustee even if it no longer is the Trustee or the Bonds are no longer outstanding or thisTrust Deed, the Deed of Subordination or the Agency Agreement has been discharged or terminated.**9.****Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000 and OtherProvisions**9.1 **Advice:**The Trustee may act, or refrain from acting, on the opinion or advice of, orinformation obtained from, any expert (including the Auditors), whether obtained by or addressed tothe Issuer, the Trustee, the Principal Agent or otherwise, and notwithstanding any monetary orother limit on liability in respect thereof, will not be responsible to anyone for any lossoccasioned by so acting. Any such opinion, advice or information may be sent or obtained byletter, telex, fax or electronic mail and the Trustee will not be liable to anyone for acting onany opinion, advice or information purporting to be conveyed by such means, notwithstanding anylimitation on liability (monetary or otherwise) in relation to such person’s opinion or advice andeven if it contains some error or is not authentic. Such advice or opinion, acted upon by theTrustee, shall be binding on the Bondholders and the Trustee.9.2 **Trustee to Assume Performance:**The Trustee need not notify anyone of the execution of thisTrust Deed or do anything to find out if an Event of Default or Potential Event of Default hasoccurred and will not be responsible to the Bondholders or any other person for any loss arisingfrom any failure by it to do so. Until it has actual knowledge or express notice to the contrary,the Trustee may assume that no such event has occurred and that the Issuer is performing all itsobligations under this Trust Deed, the Agency Agreement, the Conditions and the Bonds.9.3 **Resolutions of Bondholders:**The Trustee will not be responsible for having acted in good faithon a resolution in writing or a resolution purporting to have been passed at a meeting ofBondholders in respect of which minutes have been made and signed or any written direction orwritten request of the Bondholders even if it is later found that there was a defect in theconstitution of the meeting or the passing of the resolution or, (in the case of a resolution inwriting) direction or request, that it was not signed by the requisite number of Bondholders orthat for any reason the resolution or direction or request was not valid or binding on theBondholders.9.4 **Certificate signed by Director:**If the Trustee, in the exercise of its functions, requires tobe satisfied or to have information as to any fact or the expediency of any act, it may call forand accept as sufficient evidence of that fact or the expediency of that act a certificate signedby any authorised director of the Issuer as to that fact or to the effect that, in their opinion,that act is expedient and the Trustee need not call for further evidence and will not beresponsible for any loss occasioned by acting on such a certificate.Bella - Trust Deed
 

 
9.5 **Deposit of Documents:**The Trustee may appoint as custodian, on any terms, any bank or entitywhose business includes the safe custody of documents or any lawyer or firm of lawyers believed byit to be of good repute and may deposit this Trust Deed and any other documents with such custodianand pay all sums due in respect thereof. The Trustee shall not be responsible for or be required toinsure against any liability incurred in connection with any such appointment or deposit.9.6 **Discretion:**The Trustee will have absolute and uncontrolled discretion acting in good faith asto the exercise or non-exercise of its functions pursuant to the terms of this Trust Deed and theConditions (the exercise or non-exercise of which, as between the Trustee and the Bondholders,shall be conclusive and binding on the Bondholders) and will not be responsible for any loss,liability, cost, claim, action, damage, demand, expense or inconvenience which may result from itsexercise or non-exercise provided that it has acted in good faith. Whenever in this Trust Deed, theAgency Agreement or by law, the Trustee shall have discretion or permissive power it may decline toexercise the same in the absence of approval by the Bondholders and unless it has been indemnifiedand/or secured to its satisfaction.9.7 **Agents:**Whenever it considers it expedient in the interests of the Bondholders, the Trusteemay, in the conduct of its trust business, instead of acting personally, employ and pay an agentselected by it, whether or not a lawyer or other professional person, to transact or conduct, orconcur in transacting or conducting, any business and to do or concur in doing all acts required tobe done by the Trustee (including the receipt and payment of money), provided that no agent in HongKong or the United Kingdom may be appointed to carry out the functions of the Registrar or TransferAgent (as defined in the Agency Agreement) at any time.9.8 **Delegation:**Whenever it considers it expedient in the interests of the Bondholders, the Trusteemay delegate to any person on any terms (including power to sub-delegate) all or any of itsfunctions.9.9 **Nominees:**In relation to any asset held by it under this Trust Deed, the Trustee may appointany person to act as its nominee on any terms.9.10 **Confidentiality:**Unless ordered to do so by a court of competent jurisdiction (and providedthat, subject to applicable laws and regulations, the Issuer shall be notified as soon aspracticable of the receipt of such order by the Trustee) the Trustee shall not be required todisclose to any Bondholder any confidential financial or other information made available to theTrustee by the Issuer.9.11 **Determinations Conclusive:**As between itself and the Bondholders the Trustee may determine allquestions and doubts arising in relation to any of the provisions of this Trust Deed. Suchdeterminations, whether made upon such a question actually raised or implied in the acts orproceedings of the Trustee, will be conclusive and shall bind the Trustee and the Bondholders.9.12 **Events of Default:**The Trustee may determine in its sole discretion whether or not an Event ofDefault or Potential Event of Default is in its opinion capable of remedy and/or materiallyprejudicial to the interests of the Bondholders provided that any such determination will beconclusive and binding on the Bondholders only butBella - Trust Deed
 

 
not the Issuer and the Trustee will not be responsible or liable to any Bondholder or any personfor any loss arising from any failure to make such a determination. If the Trustee is unable inits sole discretion to determine whether an Event of Default or a Potential Event of Default iscapable of remedy and/or whether an event is materially prejudicial to the interests of theBondholders, it may call for and rely on an Ordinary Resolution of the Bondholders, and the Trusteewill not be bound to make any such determination unless it has been indemnified and/or secured toits satisfaction.9.13 **Payment for and Delivery of Bonds:**The Trustee will not be responsible for the receipt orapplication by the Issuer of the proceeds of the issue of the Bonds, any exchange of Bonds or thedelivery of Bonds to the persons entitled to them.9.14 **The Shares:**The Trustee shall have no duty or responsibility at any time in respect of thevalidity or value (or the kind or amount) of the Shares or any other property which may at any timebe issued or delivered on the exchange of any Bonds or the sale or other disposal of any Shares.The Trustee shall not be responsible for any failure of the Issuer to cause to be issued anddelivered any Shares, share certificates or any other securities or property or make or cause to bemade any payment on the exchange of the Bonds.9.15 **Responsibility:**The Trustee assumes no responsibility for recitals, statements, warranties orrepresentations of any party (other than itself) contained in this Trust Deed or any otheragreement or document entered into in connection with the transaction contemplated in this TrustDeed (other than in respect of its own obligations) and shall assume the correctness and accuracythereof and makes no representation as to the validity, sufficiency or enforceability of the Bonds.9.16 **Enforcement:**The Trustee may at its sole discretion, without further notice, take proceedingsagainst the Issuer to enforce payment of the Bonds after the Bonds have become due and payable orto declare the Bonds due and payable, provided that the Trustee shall not be under any obligationto do any of the foregoing unless:9.16.1 it shall have been so requested in writing by the holders of more than 25 per cent.in principal amount of the Bonds then outstanding (which request has not been revoked) orshall have been so directed by an Ordinary Resolution of the Bondholders; and9.16.2 it shall have been indemnified and/or secured to its satisfaction.No Bondholder shall be entitled to proceed directly against the Issuer except as permitted byCondition 12.9.17 **Bonds and documents:**The Trustee shall not be liable to the Issuer or any Bondholder ifwithout fraud, gross negligence or willful misconduct on its part it has accepted as valid or hasnot rejected any Bonds purporting to be such and subsequently found to be forged or not authenticnor shall it be liable for any action taken or omitted to be taken in reliance on any document,certificate or communication believed by it to be genuine and to have been presented or signed bythe proper parties.Bella - Trust Deed
 

 
9.18 **Consent:**Any consent to be given by the Trustee for the purposes of this Trust Deed may begiven on such terms and subject to such conditions (if any) as the Trustee thinks fit andnotwithstanding anything to the contrary in this Trust Deed may be given retrospectively. TheTrustee may in its sole discretion give any consent or approval, exercise any power, authority ordiscretion or take any similar action (whether or not such consent, approval, power, authority,discretion or action is specifically referred to in this Trust Deed) if it is satisfied that theinterests of the Bondholders will not be materially prejudiced thereby. For the avoidance of doubt,the Trustee shall not have any duty to the Bondholders in relation to such matters other than thatwhich is contained in the preceding sentence.9.19 **Acceleration:**The Trustee shall not be obliged to declare the Bonds immediately due andpayable under Condition 10 unless it has been indemnified and/or secured to its satisfaction inrespect of all costs, claims and liabilities which it has incurred to that date and to which it maythereby and as a consequence thereof in its opinion render itself, or have rendered itself, liable.9.20 **Responsibility for agents etc.:**If the Trustee has exercised reasonable care in selecting anycustodian, agent, delegate or nominee appointed under this Trust Deed (an ***Appointee***), it will nothave any obligation to supervise the Appointee or be responsible for any loss, liability, cost,claim, action, demand or expense incurred by reason of the Appointee’s misconduct, fraud,negligence, act, omission or default or the misconduct, fraud, negligence, act, omission or defaultof any substitute appointed by the Appointee.9.21 **Bonds held by the Issuer:**In the absence of knowledge or express notice to the contrary, theTrustee may assume without enquiry (other than requesting a certificate under sub-Clause 7.12) thatno Bonds are for the time being held by or on behalf of the Issuer, Sands China or theirSubsidiaries.9.22 **Reliance on Certificates:**The Trustee may rely without liability to Bondholders on anycertificate prepared by the directors of the Issuer and accompanied by a certificate or reportprepared by an internationally recognised firm of accountants (including the Auditors) pursuant tothe Conditions and/or this Trust Deed, whether or not addressed to the Trustee and whether or notthe internationally recognised firm of accountants’ liability in respect thereof is limited by amonetary cap or otherwise limited or excluded and shall be obliged to do so where the certificateor report is delivered pursuant to the obligation of the Issuer to procure such delivery under theConditions and/or this Trust Deed; any such certificate or report shall be conclusive and bindingon the Issuer, the Trustee and the Bondholders.9.23 **Error of Judgment:**The Trustee shall not be liable for any error of judgment made in goodfaith by any officer or employee of the Trustee assigned by the Trustee to administer its corporatetrust matters, if the Trustee has exercised reasonable care in selecting and supervising suchofficer or employee.9.24 **Professional Charges:**Any Trustee being a banker, lawyer, broker or other person engaged inany profession or business shall be entitled to charge and be paid all usual professional and othercharges for business transacted and acts done by him or his partner or firm on matters arising inconnection with the trusts of this TrustBella - Trust Deed
 

 
Deed and also his properly incurred charges in addition to disbursements for all other work andbusiness done and all time spent by him or his partner or firm on matters arising in connectionwith this Trust Deed, including matters which might or should have been attended to in person by atrustee not being a banker, lawyer, broker or other professional person.9.25 **Illegality/Expenditure by the Trustee:**Nothing contained in this Trust Deed shall require theTrustee to:9.25.1 do anything which may be illegal or contrary to any applicable law or regulation(including any existing or future law or regulation); or9.25.2 expend or risk its own funds or otherwise incur any financial liability in theperformance of its duties or the exercise of any right, power, authority or discretionhereunder if it believes that the repayment of such funds or adequate indemnity against, orsecurity for, such risk or liability is not assured to it.9.26 **Consequential loss:**Notwithstanding any provision of this Trust Deed to the contrary, theTrustee shall not in any event be liable for special, indirect, punitive or consequential loss ordamage of any kind whatsoever (including but not limited to lost profits), whether or notforeseeable, even if the Trustee has been advised of the likelihood of such loss or damage, unlessthe claim for loss or damage is made in respect of fraud, willful default or willful misconduct onthe part of the Trustee. This sub-clause 9.26 shall survive the resignation or removal of theTrustee and the discharge or termination of this Trust Deed.9.27 **Insurance:**The Trustee shall not be under any obligation to insure any certificate, note, bondor other evidence in respect thereof, or to require any other person to maintain any suchinsurance.9.28 **Force Majeure:**Notwithstanding any provision of this Trust Deed to the contrary, the Trusteeshall not in any event be liable for any inability of the Trustee (or any person or agent appointedby it) to perform any of its obligations under this Trust Deed or the Agency Agreement due to aForce Majeure Event.9.29 **Not bound to act unless indemnified:**The Trustee shall not be bound to take any action inconnection with this Trust Deed or any obligations arising pursuant to this Trust Deed, including,without prejudice to the generality of the foregoing, forming any opinion or employing anyfinancial adviser, where it is not satisfied that the Issuer will be able to indemnify it againstall costs, charges, expenses and liabilities which may be incurred in connection with such actionand may demand prior to taking any such action that there be paid to it in advance such sums as itconsiders (without prejudice to any further demand) shall be sufficient so to indemnify it and onsuch demand being made the Issuer shall be obliged to make payment of all such sums in full.9.30 **Condition 3.16:**Each Bondholder may by written notice to the Trustee request the document(s)or certificate referred to in Condition 3.16, it being understood that such document(s) orcertificate may contain non-public information inBella - Trust Deed
 

 
relation to the Issuer and/or any Restricted Subsidiary. Upon the receipt of such written noticefrom such Bondholder, the Trustee shall request the Issuer to provide such document(s) orcertificate in accordance with the provisions of Condition 3.16.**10.****Trustee Liable for Negligence**Section 1 of the Trustee Act 2000 shall not apply to any function of the Trustee in relation to thetrust constituted under this Trust Deed, provided that nothing in this Trust Deed shall relieve orindemnify it from or against any liability which would otherwise attach to it in respect of anywillful misconduct, willful default, gross negligence, fraud, breach of trust in relation to theTrustee’s duties under this Trust Deed or breach of duty of which it may be guilty.**11.****Waiver and Proof of Default**11.1 **Waiver:**The Trustee may, without the consent of the Bondholders and without prejudice to itsrights in respect of any subsequent breach, from time to time and at any time, if in its opinionthe interests of the Bondholders will not be materially prejudiced thereby, waive or authorise, onsuch terms as seem expedient to it, any breach or proposed breach by the Issuer of this Trust Deed,the Bonds, the Agency Agreement or the Conditions or determine that an Event of Default orPotential Event of Default will not be treated as such provided that the Trustee will not do so incontravention of an express direction given by an Extraordinary Resolution, an Ordinary Resolutionor a request made pursuant to Condition 10. No such direction or request will affect a previouswaiver, authorisation or determination. Any such waiver, authorisation or determination will bebinding on the Bondholders and, if the Trustee so requires, will be notified to the Bondholders assoon as practicable.11.2 **Proof of Default:**Proof that the Issuer has failed to pay a sum due to the holder of any oneBond in its capacity as a Bondholder will (unless the contrary be proved) be sufficient evidencethat it has made the same default as regards all other Bonds which are then payable.11.3 **Calculation of threshold amount:**In computing the threshold amounts for the purpose ofCondition 10(A)(vii), (a) no obligation in respect of which there is a default shall be countedmore than once, by reason for instance that the person is actually liable for such obligation andanother person is contingently liable for it and (b) where any obligation is a net obligation, thenet amount of such obligation shall be taken rather than the gross obligation which has beenreduced to such net amount.**12.****Trustee not Precluded from Entering into Contracts**The Trustee and any other director, officer, employee, holding company, Subsidiary or associatedcompany of a corporation acting as trustee under this Trust Deed, whether or not acting for itself,may acquire, hold or dispose of any Bond or other security (or any interest therein) of the Issueror any other person, may enter into or be interested in any contract or transaction with any suchperson and may act on, or as depositary or agent for, any committee or body of holders of anysecurities of any such person in each case with the same rights as it would have had if the Trusteewere not acting as Trustee and need not account for any profit.Bella - Trust Deed
 

 
**13.****Modification and Substitution**13.1 **Modification:**The Trustee may agree (but shall not be obliged to), without the consent of theBondholders, to any modification to the Bonds, the Agency Agreement or this Trust Deed, which inthe Trustee’s opinion is (a) of a formal, minor or technical nature or (b) made to correct amanifest error or to comply with mandatory provisions of law. The Trustee may also (but shall notbe obliged to) so agree to any modification to this Trust Deed, the Bonds or the Agency Agreementwhich is in its opinion not materially prejudicial to the interests of the Bondholders or isotherwise generally in the interests of the Bondholders, but such power does not extend to any suchmodification as is mentioned in the proviso to paragraph 18 of Schedule 2. Any such modificationas is permitted by this sub-Clause 13.1 may be made on such terms and subject to such conditions(if any) as the Trustee may determine and shall be binding on the Bondholders. Unless the Trusteeagrees otherwise, the Issuer shall, upon a modification pursuant to this sub-Clause 13.1, givenotice to the Bondholders in accordance with