LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

Certain agreements relating to LMIR Trust and the PropertiesDESCRIPTION OF THE DEEDS OF INDEMNITYOn 18 October 2007, Lippo Capital Limited, which indirectly owns 100.0% of the issued shares of LippoStrategic, entered into 14 Deeds of Indemnity with the Trustee pursuant to which Lippo Capital Limited willindemnify the Trustee against certain liabilities or damage suffered by the Trustee arising out of or inconnection with the 14 Singapore SPC Share Purchase Agreements respectively, subject to certain termsand conditions including the following:(a)(b)(c)(d)(e)if any Singapore SPC Share Purchase Agreement is rescinded or terminated in accordance with theterms and conditions of the relevant Singapore SPC Share Purchase Agreement, Lippo CapitalLimited shall, except for certain obligations, be released and discharged from its obligations underthe relevant Deed of Indemnity;the maximum aggregate liability of Lippo Capital Limited to the Trustee under each of the Deeds ofIndemnity shall not exceed the completion amount under the relevant Singapore SPC SharePurchase Agreement;no liability shall attach to Lippo Capital Limited under a Deed of Indemnity unless the aggregateamount of all claims for which the Vendor would be liable under that Deed of Indemnity equals to orexceeds an amount equivalent to S$1,500,000 (for a Singapore SPC Share Purchase Agreementrelating to a Retail Mall) or S$500,000 (for a Singapore SPC Share Purchase Agreement relating to aRetail Space), but if the aggregate liability in respect of all such claims equals to or exceeds suchamount, then all claims, including claims previously notified, shall accrue against and be recoverableagainst Lippo Capital Limited;no claim shall be brought against Lippo Capital Limited unless it is notified in writing before the expiryof a period of 48 months for taxation claims and 24 months for any other claims from the date ofcompletion of the relevant Singapore SPC Share Purchase Agreement; andthe Trustee shall not be entitled to recover from Lippo Capital Limited for breach of a warranty morethan once in respect of the same damage suffered.Each Deed of Indemnity contains customary representations and warranties made to the Trustee by LippoCapital Limited.DESCRIPTION OF THE MASTER LEASE AGREEMENTSOn 18 October 2007, each of the Retail Space Indonesian SPCs (as landlord) and the Master Lessee (astenant) entered into a Master Lease Agreement, pursuant to which the Retail Spaces were leased to theMaster Lessee in accordance with the terms and conditions of the Master Lease Agreements.Lease term and renewal of lease termThe term of each Master Lease Agreement is for 10 years with an option for the Master Lessee to renewthe lease for a further term of 10 years based on substantially the same terms and conditions, except forthe renewal rent. The renewal rent for the further term shall be at the then prevailing market rent, as maybe agreed by the relevant landlord and the Master Lessee in good faith. If there is no agreement by therelevant landlord and the Master Lessee on such prevailing market rent, the relevant landlord and theMaster Lessee may refer the determination of the prevailing market rent to an independent property valueror valuers.The renewal of lease must be made by written request to the relevant landlord 12 months before the expiryof the lease term.228