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

Certain agreements relating to LMIR Trust and the Propertiesas approved in each annual budget by the Trustee following the recommendation of the Manager.ExpensesThe Property Manager is authorised to utilise funds deposited in operating accounts maintained in thename of the Trustee and to make payment of all costs and expenses incurred in the operation,maintenance, management and marketing of each property within each annual budget approved bythe Trustee on the recommendation of the Manager.Provision of office spaceWhere applicable, the Trustee shall permit employees of the Property Manager engaged to manage aproperty to occupy suitable office space at such property (as approved by the Trustee on therecommendation of the Manager) without the Property Manager being required to pay any rent,service charge, utility charges or other sums.TerminationThe Trustee or the Manager may terminate the appointment of the Property Manager in relation to all theproperties of LMIR Trust under the management of the Property Manager pursuant to the Master PropertyManagement Agreement on the occurrence of certain specified events, which include the liquidation orcessation of business of the Property Manager.The Trustee or the Manager may also terminate the appointment of the Property Manager specifically inrelation to a property under its management in the event of the sale of such property, but the MasterProperty Management Agreement will continue to apply with respect to the remaining properties managedby the Property Manager under the terms of the Master Property Management Agreement.In addition, if the Property Manager, within 90 days of receipt of written notice, fails to remedy any breach(which is capable of remedy) of its obligations in relation to a property, the Trustee or the Manager mayterminate the appointment of the Property Manager in relation only to such property in respect of which thebreach relates, upon giving 30 days’ written notice to the Property Manager.On the termination of the appointment of the Property Manager, the Manager shall, as soon as practicable,procure the appointment of a replacement property manager for the affected property.NovationThe Trustee and the Manager are entitled to novate their respective rights, benefits and obligations underthe Master Property Management Agreement to a new trustee of LMIR Trust or a new manager of LMIRTrust appointed in accordance with the terms of the Trust Deed. With the approval of the Trustee, whichapproval shall not be unreasonably withheld, the Property Manager is also entitled to novate its respectiverights, benefits and obligations under the Master Property Management Agreement to any wholly-owneddirect or indirect subsidiary of the Sponsor.Exclusion of liabilityIn the absence of fraud, negligence, wilful default or breach of the Master Property ManagementAgreement by the Property Manager, it shall not incur any liability by reason of any error of law or anymatter or thing done or suffered or omitted to be done by it in good faith under the Master PropertyManagement Agreement.In addition, the Trustee shall indemnify the Property Manager against any actions, costs, claims, damages,expenses or demands to which it may suffer or incur as Property Manager, save where such action, cost,damage, expense or demand is occasioned by the fraud, negligence, wilful default or breach of the MasterProperty Management Agreement by the Property Manager, its employees or agents.No restriction on Property ManagerThe Property Manager may provide services similar to those contemplated under the Master PropertyManagement Agreement to other parties operating in the same or similar business as LMIR Trust or inother businesses.238