Body Corporate - Deed of Engagement 13.04.2022 · 132006.823.10

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 NICHOLSONS                                                                Deed of Engagement
      Solicitors



        (a)        the Manager warrants that it has full power under the Manager’s Trust to
                   enter into and perform its obligations under this Deed and the Management
                   Agreement;

        (b)        the obligations and liabilities of the Manager under this Deed and the
                   Management Agreement extend to the fund and any other assets of the
                   Manager’s Trust (“Trust Fund”);

        (c)        the Manager shall, on the written demand or direction of the Body Corporate
                   made in accordance with the provisions of this Deed or the Management
                   Agreement, exercise all rights of indemnity that the Manager may at any time
                   have against the Trust Fund and any beneficiaries or unit holder of the
                   Manager’s Trust or any of the same for the benefit of the Body Corporate;

        (d)        the Manager is liable under this Deed and the Management Agreement both
                   in its personal capacity and as trustee of the Manager’s Trust; and

        (e)        the Manager will provide the Body Corporate with a certified copy of the Trust
                   Deed and all other documents evidencing the Manager’s Trust within
                   fourteen (14) days of written request for the same from the Body Corporate.

6.      COSTS

6.1     The Manager must pay the costs of and incidental to the negotiation, preparation
        and execution of this Deed as well as any stamp duty payable in respect of this
        Deed.

7.      TERMINATION OF OTHER DEEDS

7.1     The parties agree and acknowledge that the Agreement will come to an end on the
        Commencement Date.

7.2     Notwithstanding clause 7.1, the terms of the Agreement continue in force to the
        extent those terms form part of this Deed.

8.      SEVERANCE

8.1     In the event any term or provision of this Deed, for any reason whatsoever, is
        acknowledged by the parties hereto, adjudged by a court, body or referee of
        competent jurisdiction, or held or rendered by any competent Government authority
        to be invalid, illegal, of no force or effect, or unenforceable, such term or provision
        shall be severed from the remainder of the terms and provisions of this Deed and
        shall be deemed never to have been part of this Deed, and the remainder of the
        terms and provisions of this Deed shall subsist and remain in full force and effect
        unless the basic purposes of this Deed would thereby be defeated.

9.      FURTHER ASSURANCE

9.1     Each of the parties hereto shall procure every person as required to sign and
        execute all such further documents and otherwise do all such acts, matters and
        things as shall be necessary or desirable to give full force and effect to the provisions
        of this Deed.

9.2     Without limiting the generality of the preceding clause, the Body Corporate hereby
        agrees that, in the event any term or provision of this Deed requires the repeal,
        enactment or amendment of any By-law to make such a term or provision valid, the