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PROPERTY MANAGEMENT AGREEMENT

BETWEEN

___________________________________

AND

____________________________________

CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. DEFINATIONS.. 4 APPOINTMENT OF MANAGERS.. 8 DURATION.. 11 MANAGERS DUTIES.. 11 MANAGERS AUTHORITY.. 12 LIMITS OF AUTHORITY.. 13 OFFICE ACCOMODATION.. 14 MANAGERS REMUNERATION.. 15 MANAGERS INDEMNITY.. 16 REPORTING.. 17 CESSION OF RIGHTS AND DISCLOSURE.. 18 ACCESS TO RECORDS.. 19 STATUTORY COMPLIANCE.. 20 DIRECT MANAGEMENT.. 21 NOTICE TO EXISTING TENANTS, CREDITORS, LOCAL AUTHORITIES.. 22 CONFIDENTIALITY.. 23 SIGNATORIES.. 23 BREACH AND LENDERS STEP IN RIGHTS.. 24 OBLIGATIONS OF THE MANAGERS UPON TERMINATION.. 25 ARBITRATION.. 26 GOVERNING LAW... 27 WHOLE AGREEMENT.. 27 VARIATION.. 28 RELAXATION.. 29 NOTICES AND DOMICILIA.. 30 COUNTERPARTS.. 31

PROPERTY MANAGEMENT AGREEMENT

THIS AGREEMENT is dated ______________ and made between: 27. _____________________________________, having its principal place of business at_________________________________________.

(the OWNER)

and

28. _______________________________________________ having its principal place of business at_________________________________________.

(the MANAGERS)

DEFINATIONS
1. In this this Agreement, unless the context otherwise appears, the following words will have the meaning assigned to each:

1. ACCOUNTS BANK-means _____________ or any other Bank which replaces it in terms of the Accounts Bank Agreement;

1. ACCOUNTS BANK AGREEMENT- means the Accounts Bank Agreement dated_____________, entered into between the Lenders, the Facility Agent and the Owner, inter alia, establishing the Project Accounts, setting out the mandates and operating procedures for the project Accounts during the currency of the CFA, attached hereto as ________

1. AGREEMENT- means this Property Management Agreement, including all schedules hereto and any amendments hereafter agreed by the Parties in accordance with the provisions of this Agreement;

1. APPROVED CAPITAL BUDGET- means, in respect of any Financial year, that part of the Budget dealing with budgetary items for capital expenditure (capex), including the funding of any major repairs and maintenance of the Shopping Centre, acquisition and installation of major items or replacement equipment, improvement, development or restoration of any assert;

1. APPROVED OPERATING BUDGET- means, in respect of any Financial year, that part of the Budget dealing with budgetary items for on-capital expenditure, operating expenses and /or working capital;

1. AUDITORS- means the present auditors of the MANAGERS or such other auditors as the MANAGERS may appoint;

1. BUDGET- means the budget as setting out the capital and operating expenditure as described more fully in clause 4.4;

1. BURS- means Botswana Unified Revenue Service;

1. CENTRE OPERATING ACCOUNT- means the bank account to be opened and maintained with the Accounts Bank in the name of the OWNER, as agent of the OWNER or in such name as the Owner or the Facility Agent, for the time being may designate from which all OPERATING EXPENSES, the MANAGERS Remuneration Fees and all other payments relative to the SHOPPING CENTRE and/or the PROPERTY shall be paid;

1. COMMENCEMENT DATE- means, __________________________

1. CREDIT FACILITY AGREEMENT OR CFA- means the Credit Facility Agreement dated __________________ between the Lender, the FACILITY AGENT, the OWNER and the shareholders and guarantors of the OWNER for the debt financing of the development of the PROPERTY;

1. DATE OF SIGNATURE- means the date upon which the Parties sign this document;

1. FACILITTY AGENT- means _____________(or its replacement or entity) appointed from time to time as such by the LENDERS in terms of the CFA;

1. FINANCIAL YEAR means the OWNERS financial year, being the 12th month period commencing on 1st April and ending on 31 March each year or as may be changed from time to time by writing notice to MANAGER;

1. GROSS MONTHLY COLLECTIONS- means RENTALS and RENTAL INCOME and other monies, together with all and any charges due and/or recoverable by the OWNER in respect of the PROPERTY in the ordinary course of business from the tenants in accordance with the terms and conditions of the lease agreements and other agreements for the use and occupancy of the PROPERTY, excluding; (a) non recoverable Operating Expenses, (b) tenants installation contributions, (c) any taxes, including; Value Added Tax, Withholding Tax on rental receipts, (d) capital expenditure, (e) any amount of security deposit or prepaid rental until such time as it is applied to the applicable months rental payments; (f) insurance proceeds (except for rental interruption, loss of business income or such other comparable insurance recovery which is based on lost rental income; (g) tax refunds; (h)damages awards; (i) interests on funds on call or deposit; or (j) any cash proceeds received outside the day to day operation or normal course of business of the PROPERTY;

1. LEASES means any leases or subleases entered into by the OWNER as the landlord with the tenants or with any person for the letting, hiring, use or occupation of retail and commercial premises or any other property on the PROPERTY in exchange for RENTAL and RENTAL INCOME;

1. LENDERS- means _________________________under CFA;

1. MANAGEMENT- means the management and administration of the PROPERTY portfolio mentioned in this Agreement in relation to the PROPERTY;

1. MANAGERS DUTIES- means the primary responsibilities, duties and obligations relating to operational, financial, accounting procedures, management, administrative function and /or matters to be rendered, carried out and/or performed by the MANAGERS as set forth in clause 4 of this Agreement;

1. MANAGERS REMUNERATION- has the meaning set forth in clause 8 of this Agreement;

1. OPERATING ACCOUNT- means the Project Account designated as such described in clause 1.1.24

1. OPERATING EXPENSES- means all expenses of whatsoever nature relating to the ownership, management, control, leasing, maintenance and upkeep in respect of the PROPERTY, and, without limiting the generality of the aforegoing, shall include rates taxes, insurance premiums, bank charges, audit fees , postage, marketing (advertising, and promotion expenses), maintenance (including elevators, air conditioning plants) and repairs, cleaning, electricity, telephones, internet, water, meter readings, salaries and wages, security, pest control, refuse removal, sewage, mortgage payments under CFA, MANAGERS REMUNARATION, letting commission, legal fees and collection commission, costs of collection of delinquent rentals through a collection agency, signage, merchants association fees, levies of whatsoever kind imposed in respect of the ownership of the property or the building in respect of any service as supplied to the occupiers of the property, and all other costs and expenses of similar nature but shall exclude any costs of a capital nature;

1. OWNERSHIP AGREEMENTS-means copies of all the copies of all the insurance policies for the PROPERTY, the ACCOUNS BANK AGREEMENT, relevant extracts of the CFA dealing with the PROJECT ACCOUNTS, the mortgage bonds and deeds of hypothecations registered by the OWNER in favour of the LENDERS;

1. PROJECT ACCOUNTS means the PROJECT ACCOUNTS opened and maintained by the Owner with the ACCOUNTS BANK in accordance with the CFA and the ACCOUNTS BANK AGREEMENT, comprising of the (a)Revenue Account-Account Number ___________, (b) Operating Account-Account Number_____________, (c) Debt Service Reserve Account-Account Number_____________

1. PROPERTY means Plot ____________ and all improvements thereon, comprising________________________________________________________________________________

1. RENTALS and RENTAL INCOME- means any or all: (i) sums payable to or on behalf of the OWNER under any lease or tenancy of the PROPERTY, including rent, escalations additional rent, security deposits, service charges, commissions (if any), all personal covenants given by any Occupier of the PROPERTY or surety or guarantor thereto, and any and all other payments and charges of any kind; (ii) interest, profits, royalties, revenues, income and other benefits of the PROPERTY; (iii) damages or claims of the OWNER against tenants or others on account of or in respect of the aforegoing; and (iv) sums paid in settlement of the aforegoing, including the right, title and interest in and all any claims of

whatsoever nature and howsoever arising which OWNER may now or hereafter have against any person who or which uses or occupies the PROPERTY and all any monies and amounts of whatsoever nature which may now be or hereafter become due or owing to the OWNER by any such persons as a result of such use or occupation whether the obligation arises out of a written instrument, which term shall, where appropriate, include and mean written instruments of lease, giving rise to any obligation by such person as a result of such use of occupation;

1. REVENUE ACCOUNT- means the Project Account designated as such described in clause 1.1.24 above as Account Number________________

1. TENANT INSTALLATION- means specifically, but not limited to ascertaining tenants requirements, design and preparation of working drawings and specifications, overseeing tendering/quoting procedures and appointment of contractors, procurement and project management, approval of payments, account reconciliation, ensuring statutory compliance, liaison with tenants during the process, and final handover to tenant of the premises;

1. Any reference to singular includes the plural and vice versa;

1. Any reference to natural persons includes legal persons and vice versa

1. Any reference to a gender includes the other genders.

1. INTERPRETATION

1. The clause headings in this Agreement have been inserted for convenience and reference only and shall not be used in interpretation of or modify nor amplify the terms of this Agreement nor any clause;

1. Any reference to an enactment it to that enactment as of the date of signature hereof and as amended or re-enacted from time to time;

1. If any provision in a definition is a substantive provision imposing rights or obligations on any party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

APPOINTMENT OF MANAGERS
2. The OWNER hereby appoints the MANAGERS, from and after the COMMENCEMENT DATE, as the sole and exclusive management agent to carry out and discharge the MANAGERS DUTIES, manage and administer the property on its behalf, and to perform such functions and services as are specified in this Agreement.

2. The MANAGERS hereby accepts such appointment subject to the terms and conditions as more fully provided for and set out in this Agreement.

2. The MANAGERS represent and warrant that it currently and throughout the term of this Agreement shall posses the skills and experience to manage projects of comparable quality and nature and that it and all necessary personnel shall, where applicable, be duly licensed to perform the services required herein consistent with the laws governing real estate in Botswana in accordance with the Real Estate Professionals Act [Cap 61:07}

2. The MANAGERS agree to perform its duties under this Agreement and to use reasonable diligence and commercial efforts to enhance the PROPERTYs ability to generate income.

DURATION

MANAGERS DUTIES

MANAGERS AUTHORITY

LIMITS OF AUTHORITY

OFFICE ACCOMODATION

MANAGERS REMUNERATION

MANAGERS INDEMNITY

REPORTING

CESSION OF RIGHTS AND DISCLOSURE

ACCESS TO RECORDS

STATUTORY COMPLIANCE

DIRECT MANAGEMENT

NOTICE TO EXISTING TENANTS, CREDITORS, LOCAL AUTHORITIES

CONFIDENTIALITY

SIGNATORIES

BREACH AND LENDERS STEP IN RIGHTS

OBLIGATIONS OF THE MANAGERS UPON TERMINATION

ARBITRATION

GOVERNING LAW

WHOLE AGREEMENT

VARIATION

RELAXATION

NOTICES AND DOMICILIA

COUNTERPARTS