ACKNOWLEDGMENT AGREEMENT

THIS ACKNOWLEDGMENT AGREEMENT (Agreement) is entered into as of __________, 2012 (Effective Date), by ____________________, a _____________ [corporation/limited liability company] (Potential Independent Contractor) for the benefit of Westfield Concession Management, LLC, a Delaware limited liability company (TCM) and its affiliates including, but not limited to, Westfield Development, Inc., Westfield, LLC and Westfield America, Inc. (individually, a TCM Affiliate and collectively, TCM Affiliates). A. TCM is the terminal concession manager of certain concession locations (Concession Areas) within Los Angeles International Airport (the Airport) pursuant to a Los Angeles International Airport Terminal Commercial Management Concession Agreement dated as of March 1, 2012, Agreement No. LAA-8613 (TCM Agreement) with the City of Los Angeles, a municipal corporation, acting by order of and through its Board of Airport Commissioners of the Department of Airports also known as Los Angeles World Airports or LAWA (hereinafter referred to as City). B. TCM and Potential Independent Contractor are in discussions regarding the possibility of TCM contracting with Potential Independent Contractor to perform certain construction work in connection with, provide materials to be integrated in and/or provide certain consulting services in connection with the design and/or redevelopment of the Concession Areas to be performed by or on behalf of TCM at the Airport (Potential Business Contract). C. As a condition and material inducement to TCM continuing in the Potential Business Contract discussions with Potential Independent Contractor, TCM requires that Potential Independent Contractor enter into this Agreement. NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter contained to be kept and performed by the respective parties hereto, IT IS MUTUALLY AGREED as follows: 1. Acknowledgments; Representations.

1.1 Potential Independent Contractor acknowledges and agrees that as of the Effective Date it and each of its Principals (as defined below) shall fully comply with the restrictions and obligations under City of Los Angeles Charter Section 470(c)(12) and related ordinances, to the same extent as if such Charter Section already applies to Potential Independent Contractor, regarding limitations on campaign contributions and Prohibited Fundraising (as defined below) for certain elected City officials, candidates for elected City office and City controlled committees. Potential Independent Contractor further represents that from October 17, 2011 (the date TCM submitted its bid proposal to LAWA for the Concession Areas) through the Effective Date, Potential Independent Contractor and each of its Principals (as defined below) did not take any action that would have been prohibited by such Charter Section if it had then applied to Potential Independent Contractor and its Principals. As used herein, Principal includes the following with regard to persons who are bidders (such as TCM) and subcontractors: (i) the Potential Independent Contractors board chair, president, chief executive officer, chief operating officer, and an individual who serve in the functional equivalent of one or S-1
OMM_US:70688978.2

more of those positions, (ii) an individual who holds an ownership interest in Potential Independent Contractor of 20 percent or more, and (iii) an individual employee of the bidder or subcontractor authorized to represent Potential Independent Contractor before the City. As used herein, Prohibited Fundraising has the meaning given such term in Ordinance No. 181972, which amends the City's Campaign Finance Ordinance, codified in Los Angeles Municipal Code Section 49.7.1, et seq., to implement Charter Sections 470(c)(12) and 609(e), a copy of which is attached hereto as Exhibit A. 1.2 Potential Independent Contractor represents that the names and titles of each of its Principals are listed on Exhibit B attached hereto. Potential Independent Contractor shall promptly provide any changes to the list of its Principals to TCM and shall continually keep its list of Principals up to date and current at all times. In furtherance of this, Potential Independent Contractor shall, at a minimum, deliver to TCM a then-current list of names and titles of each of its Principals, in the form set forth in Exhibit B, at the time (a) it submits a bid or proposal to TCM related to the Potential Business Contract, and (b) at least 1 business day before it executes and delivers any contract with TCM relating to the Potential Business Contract. Potential Independent Contractor further acknowledges that a violation of this provision shall entitle the City to terminate the TCM Agreement and pursue any and all legal remedies that may be available. 2. Notice to Potential Independent Contractor. Under the TCM Agreement, TCM is required to provide the notice below at the end of this Section 2 in any contract with a subcontractor expected to receive at least $100,000 for performance under the TCM Agreement. Such notice is being included in this Agreement despite the fact that the parties are solely discussing the possibility of entering into the Potential Business Contract. Inclusion of the notice below does not bind the parties to enter into the Potential Business Contract, and no binding agreement related thereto shall exist until one is fully executed by both parties. Notice Regarding Los Angeles Campaign Contribution and Fundraising Restrictions. As provided in City of Los Angeles Charter Section 470(0(12) and related ordinances, you are subcontractor on City of Los Angeles contract #LAA-8613. Pursuant to City Charter Section 470(c)(12), subcontractor and its principals are prohibited from making campaign contributions and fundraising for certain elected City officials or candidates for elected City office for 12 months after the City contract is signed. Subcontractor is required to provide to contractor names and addresses of the subcontractors principals and contact information and shall update that information if it changes during the twelve (12) month time period. Subcontractors information included must be provided to contractor within five (5) business days. Failure to comply may result in termination of contract or any other available legal remedies including fines. Information about the restrictions may be found at the City Ethics Commissions website at http://ethics.lacity.org/ or by calling 213-978-1960. 3. Violations; Fees; Indemnity.

3.1 Violation of this Agreement shall entitle TCM (on its own behalf or on behalf of any TCM Affiliate) and/or any TCM Affiliate to pursue any and all legal remedies that may be available. Potential Independent Contractor agrees that a violation or reasonably
OMM_US:70688978.2

anticipated violation of this Agreement would cause TCM and/or TCM Affiliates irreparable injury for which it would have no adequate remedy at law, and that TCM (on its own behalf or on behalf of any TCM Affiliate) and/or any TCM Affiliate shall be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other legal or equitable remedy available to it. 3.2 If TCM (on its own behalf or on behalf of any TCM Affiliate) and/or any TCM Affiliate shall take any action to enforce this Agreement or bring any action or commence any general reference proceeding for any relief against Potential Independent Contractor, declaratory or otherwise, arising out of this Agreement, Potential Independent Contractor shall pay to TCM or any such TCM Affiliate its actual reasonable attorneys and experts fees and costs incurred in bringing such suit or general reference proceeding and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or general reference proceeding and shall be paid whether or not such action or general reference proceeding is prosecuted to judgment. Any judgment or order entered in such action or general reference proceeding shall contain a specific provision providing for the recovery of attorneys and experts fees and costs incurred in enforcing such judgment. All fees and costs to be paid under this Section shall be determined by a court of competent jurisdiction and not by a jury. For purposes of this Section, attorneys and experts fees and costs shall include, without limitation, fees and costs incurred in the following: (a) post-judgment motions; (b) contempt proceedings; (c) garnishment, levy, and debtor and third party examinations; (d) discovery; (e) bankruptcy litigation; and (f) appeals. 3.3 Potential Independent Contractor shall indemnify, protect, defend and hold harmless TCM and each TCM Affiliate from and against any claim, damages, judgments, attorneys and consultants fees, expense and/or liabilities related to Potential Independent Contractors breach of this Agreement. The provisions of this Section 3.3 shall survive the termination and expiration of this Agreement. 4. No Partnership. No agency, partnership, joint venture, or other joint relationship is created by this Agreement. Neither this Agreement nor any discussions or disclosures related to this Agreement shall (a) be deemed a commitment to any business relationship, contract or future dealing with the other party, or (b) prevent either party from conducting similar discussions or performing similar work to that contemplated by the Potential Business Contract. 5. Beneficiaries. The City is a third party beneficiary of this Agreement. Each of TCM (on its own behalf or on behalf of any TCM Affiliate), any TCM Affiliate and the City shall be entitled to enforce this Agreement to the fullest extent. 6. Term. Subject to the terms of City of Los Angeles Charter Section 470(c)(12) and related ordinances, this Agreement shall remain effective in perpetuity unless, subject to those provisions of this Agreement that expressly survive termination or expiration of this Agreement, (a) the parties terminate their discussions regarding the Potential Business Contract, and (b) the parties agree in writing that this Agreement is terminated. 7. Miscellaneous.

OMM_US:70688978.2

7.1 Potential Independent Contractor shall not have the right or the power to assign any of its rights or obligations under this Agreement, without the prior written authorization of TCM, in TCMs sole and absolute discretion; provided, however, that any successor to Potential Independent Contractor, including a successor by way of a sale of substantially all of the assets of the party, merger, consolidation, reorganization or other similar transaction, shall automatically be bound by the terms of this Agreement to the same extent as its predecessor. This Agreement shall extend to and be binding upon the parties respective successors and assigns. 7.2 If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties intent in agreement to the original provision. The remaining provisions of this Agreement shall continue in full force and effect. 7.3 Potential Independent Contractor warrants that it has the authority to enter into this Agreement. 7.4 This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understanding relating thereto. The provisions of this Agreement may not be modified, amended or waived, except by a written instrument duly executed by both parties. 7.5 This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to its conflicts of law provisions). 7.6 This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement. IN WITNESS WHEREOF, Potential Independent Contractor has caused this Agreement to be executed by its duly authorized officer, as of the day first written above. ____________________________, a ___________________[corporation/limited liability company]

By: Name: Title: State Contractor ID:

OMM_US:70688978.2

Exhibit A Ordinance No. 181972

(See Attached)

A-1
OMM_US:70688978.2

Exhibit B Name and Title of Potential Independent Contractors Principals

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

Name: ________________________ Title: ________________________

B-1
OMM_US:70688978.2