DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

of renovations, repairs and maintenance; supervising technical services; maintaining heating, ventilation
and air conditioning equipment and ensuring proper climate control; maintaining interior and exterior
common areas of the Initial Properties; arranging and supervising security with respect to the Initial
Properties; paying charges and expenses relating to the operation of the real properties; monitoring the
payment of German VAT and other taxes; and other general services necessary for the management,
operation and maintenance of the Initial Properties. Facility management services will only be provided
for leased premises which are not leased to, or otherwise exclusively used by, tenants and the buildings
and facilities which the Landlord is obligated to maintain and repair, even if they are exclusively used by
a tenant. DP Real Estate may propose that a third party service provider supply such facility management
services.
Pursuant to the Property Management Agreement, DP Real Estate is entitled to an annual fee of 2.2% of
GRI. The Property Management Agreement provides that it cannot be terminated prior to December 31,
2015. On or after December 31, 2015, the Property Management Agreement may be terminated at the end
of a calendar year upon one year’s written notice. If an Initial Property is sold or reallocated, the Property
Management Agreement may be partially terminated with respect to the sold or reallocated property
which may trigger compensation payments to DP Real Estate if certain thresholds are exceeded.
Administrative Services
Administrative Services Agreement
The Administrative Services Agreement sets out the terms and conditions pursuant to which DRMC
provides us with certain management and general administrative services, including keeping and
maintaining books and records; preparing returns, filings and documents and making determinations
necessary for the discharge of our obligations and those of the Trustees. Under the Administrative
Services Agreement, DRMC also provides us with certain administrative and support services, including
providing office space, office equipment and communications services and computer systems, providing
secretarial support personnel and reception and telephone answering services, installing and maintaining
signage and promotional materials and providing such other administrative services as may be reasonably
required from time to time.
Under the Administrative Services Agreement, we pay DRMC a services fee sufficient to reimburse it for
the expenses incurred by it in providing services under the Administrative Services Agreement as long as
the expenses are identified in the current annual budget for the properties or are otherwise approved by us
in writing prior to being incurred by DRMC.
The term of the Administrative Services Agreement has commenced on Closing for one year and will be
automatically renewed for further one year terms. Notwithstanding the foregoing, the Administrative
Services Agreement may be terminated by us at any time during the term upon 30 days’ prior notice.
The Administrative Services Agreement contains an acknowledgement that DRMC and its affiliates and
associates may engage in other businesses that may be similar to or competitive with our affairs. In the
event of a conflict, DRMC will provide us with notice of the conflict and will be entitled to retain one or
more third parties to perform the administrative services to which the conflict relates and to deduct from
the fees otherwise payable to DRMC under the Administrative Services Agreement the fees payable to
such third parties.
Administrative Services under the Asset Management Agreement
According to the Asset Management Agreement, DRC provides certain administrative services to us,
including the preparation of budgets, financial forecasts, valuations and leasing analysis; and amounts
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