Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

(vi)the lease agreement made by and between ACU and MPP in connectionwith the lease of part of the Binjai Units from ACU to MPP and the leaseagreement made by and between ACU and PT Matahari Department StoreTbk in connection with the lease of part of the Binjai Units from ACU to PTMatahari Department Store Tbk has been duly executed and will beeffective and enforceable as of the Proposed Completion; and(vii) the passing at an extraordinary general meeting of Unitholders of aresolution to approve the Binjai Supermall Acquisition 1 .3.5. Deeds of Indemnity relation to the Proposed Properties3.5.1 Pejaten Village Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed ofindemnity pursuant to which Bridgewater will indemnify the Trustee againstcertain liabilities or damage suffered by the Trustee arising out of or inconnection with the Pejaten Village CSPAs, subject to certain terms andconditions (the “Pejaten Village Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Pejaten VillageCSPAs:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with abreach by the Pejaten Village Vendors of any of their warranties andrepresentations in the Pejaten Village CSPAs;all and any losses which the Trustee may suffer, including, but not limitedto, loss of rental, service charges, carpark and other income and claims forlosses from existing or potential tenants, which arises out of or inconnection with cases before any courts, tribunals and governmentalauthorities, agencies or bodies in the relevant jurisdictions, including theIndonesian Business Competition Supervisory Commission, whetherdirectly or indirectly; andall and any losses which the Trustee may suffer which arise out of or inconnection with a failure by the Pejaten Village Vendors to comply with anyof their joint and several obligations in the Pejaten Village CSPAs.Bridgewater is incorporated in Seychelles, and its main business activities areinvestment, trading and services. Its main investment assets are units in LMIRTrust and units in First REIT. It holds an interest of 591,023,888 units in LMIRTrust (valued at approximately S$280.7 million as at close of trading based onthe closing price of S$0.475 on the Latest Practicable Date) and an interest of123,750,000 units in First REIT (valued at approximately S$126.2 million basedon the closing price of S$1.020 on the Latest Practicable Date). As at 30September 2012, the net equity of Bridgewater is approximately US$159million, and its paid-up capital is US$5,000. As at 30 September 2012,Bridgewater has total assets of US$330 million. PT Lippo Karawaci Tbk (directlyand/or through its subsidiaries) wholly-owns Bridgewater. Therefore, thePejaten Village Vendors and Bridgewater are under common control by theSponsor.1 It is intended that such approval be subject to Unitholders approving the Whitewash Resolution.19