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

Certain agreements relating to LMIR Trust and the Properties• Coordinating with the relevant service providers or contractors for the advertising and promotion of theRetail Mall;• Preparing and implementing a lease documentation and monitoring system, and managementreporting system; and• Liaising with the relevant parties with regard to the building documentation system for the Retail Mall.FeesUnder each Existing Property Management Agreement, the Property Manager is entitled to the followingfees in respect of each Retail Mall under its management:• 2.0% per annum of the Gross Revenue for the relevant Retail Mall;• 2.0% per annum of the NPI for the relevant Retail Mall (after accounting for the fee of 2.0% per annum ofthe gross revenue for the relevant Retail Mall); and• 0.5% per annum of the NPI for the relevant Retail Mall in lieu of leasing commissions otherwise payableto the Property Manager and/or third party agents.Reimbursable amountsUnder each Existing Property Management Agreement, each of the Retail Mall Indonesian SPCs agreesto reimburse the Property Manager, upon request made from time to time, for its expenses incurred inconnection with the provision of property management services and with the performance of its dutieswhich are in compliance with the approved annual business plan and budget as stated in the ExistingProperty Management Agreement.Such expenses include, but are not limited to:• rent, service charge and VAT payable by the Property Manager for its lease of its office premises;• advertising and promotion costs; and• salaries of the Property Manager’s employees who are approved by the relevant Retail Mall IndonesianSPC.IndemnityUnder each Existing Property Management Agreement, each of the Retail Mall Indonesian SPCs agreesto indemnify the Property Manager against all actions, suits, proceedings, claims, demands, costs,expense and liability whatsoever (present, future, contingent or otherwise) arising as a result of thedischarge, performance or exercise by the Property Manager of its duties, powers and exertions under andin accordance with the terms of the Existing Property Management Agreement.TerminationIf the relevant Retail Mall Indonesian SPC does not wish to extend the period of the Existing PropertyManagement Agreement beyond the initial four year term, the Retail Mall Indonesian SPC shall providewritten notice of such intention to the Property Manager at least 90 days prior to the maturity date of theinitial term. The Property Manager may also terminate (without penalty) the Existing PropertyManagement Agreement with 30 days prior written notice. The Retail Mall Indonesian SPCs do nothave any right to terminate the Existing Property Management Agreements without penalty. The ExistingProperty Management Agreements do not provide for any termination fee. Should any of the ExistingProperty Management Agreements be prematurely terminated unilaterally by the relevant Retail MallIndonesian SPC, this may be considered to be a breach of contract and the Property Manager may beentitled to damages for breach of contract, with the amount to be assessed by the relevant court of law.DESCRIPTION OF THE MASTER PROPERTY MANAGEMENT AGREEMENTAny properties located in Indonesia acquired by LMIR Trust after the Listing Date, whether such propertiesare directly or indirectly held by LMIR Trust, or are wholly or partly-owned by LMIR Trust will be managed bythe Property Manager in accordance with the terms of a master property management agreement (the“Master Property Management Agreement”).236