Non-Cumulative Deferral

If Non-Cumulative Deferral is set out on the face of the Perpetual Security and the relevant Pricing Supplement, any distribution deferred pursuant to Condition 4(IV)(c) of the Perpetual Securities is non-cumulative and will not accrue distribution or interest. The Relevant Issuer is not under any obligation to pay that or any other distributions that have not been paid in whole or in part. The Relevant Issuer may, at its sole discretion (and is not obliged to), and at any time, elect to pay an amount up to the amount of distribution which is unpaid (“Optional Distribution”) (in whole or in part) by complying with the notice requirements in Condition 4(IV)(e) of the Perpetual Securities. There is no limit on the number of times or the extent of the amount with respect to which the Relevant Issuer can elect not to pay distributions pursuant to Condition 4(IV) of the Perpetual Securities.

Any partial payment of outstanding Optional Distribution by the Relevant Issuer shall be shared by the holders of all outstanding Perpetual Securities and the Coupons related to them on a pro rata basis.

Restrictions in the case of Non-Payment – H-REIT Perpetual Securities only

If Dividend Stopper is set out on the face of the Perpetual Security and the relevant Pricing Supplement and on any Distribution Payment Date, payments of all distribution scheduled to be made on such date are not made in full by reason of Condition 4(IV) of the H-REIT Perpetual Securities, the H-REIT Trustee shall not, and shall procure that the subsidiaries of H-REIT shall not:

(1) declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on, any of the Junior Obligations of the H-REIT Trustee or (except on a pro rata basis) any of the Specified Parity Obligations of the H-REIT Trustee; or

(2) redeem, reduce, cancel, buy-back or acquire for any consideration, and will procure that no redemption, reduction, cancellation, buy-back or acquisition for any consideration is made in respect, of any of the Junior Obligations of the H-REIT Trustee or (except on a pro rata basis) any of the Parity Obligations (as defined in the Condition 3(b)(i) of the H-REIT Perpetual Securities) of the H-REIT Trustee,

in each case other than (a) in connection with any employee benefit plan or similar arrangement with or for the benefit of the employees, officers, directors or consultants of the H-REIT Group or (b) as a result of the exchange or conversion of Specified Parity Obligations of the H-REIT Trustee for Junior Obligations of the H-REIT Trustee, or (c) as otherwise specified in the applicable Pricing Supplement, unless and until (A) (if Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) the H-REIT Trustee has satisfied in full all outstanding Arrears of Distribution, (B) (if Non-Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) a redemption of all the outstanding Perpetual Securities has occurred, the next scheduled distribution has been paid in full or an Optional Distribution equal to the amount of a distribution payable with respect to the most recent Distribution Payment Date that was unpaid in full or in part, has been paid in full or (C) the H-REIT Trustee is permitted to do so (or is permitted to procure its subsidiaries to do so) by an Extraordinary Resolution of the Perpetual Securityholders and/or as otherwise specified in the applicable Pricing Supplement.