16 THIRD SCHEDULE (Section 4) MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING is made this 18th day of July, 1996, by and between the Government of the Republic of Zimbabwe (hereinafter called "the Government"), of the one part, and the African Export-Import Bank (hereinafter called "the Bank"), of the other part; WHEREAS the first General Meeting of Shareholders of the Bank at a meeting held in Abuja, Nigeria, from October 27-28, 1993, decided to establish the first Branch Office of the Bank in Harare, Zimbabwe, at a time to be determined by the Board of Directors of the Bank; WHEREAS the Branch Office Agreement between the Republic of Zimbabwe and the African Export-Import Bank (hereinafter referred to as the "Branch Office Agreement") was signed in Harare on 18th July, 1996; WHEREAS an offer was made by Authorities of the Republic of Zimbabwe to provide to the Bank a fully serviced building and facilities in the central business district of Harare to serve as the Bank's temporary Branch Office until such time as the Bank shall have constructed its permanent Branch Office building; WHEREAS the Government has agreed to place at the disposal of the Bank temporary offices as well as certain services and facilities at Eastgate Building, Robert Mugabe Road, Harare; AND WHEREAS the Government has also agreed to grant to the Bank full and unencumbered title to a parcel of land in the central business district of Harare for the construction of the permanent Branch Office of the Bank: NOW, THEREFORE, this Memorandum of Understanding Witnesses as follows: Article I In this Memorandum of Understanding, unless the context shall otherwise require, the expression: (a) Temporary Offices" means: (i) the offices occupied or used by the Bank in Zimbabwe, as more fully described in Annex A to the present Agreement; and (ii) any other land, building or premises which may be placed by the Government at the disposal of the Bank and defined as being part of the Temporary Offices of the Bank by a simple Exchange of Letters between the Bank and the Government. (b) "Permanent Offices" means: (i) the parcel of land measuring five hundred and ninety-five square metres (595m2) transferred free of charge to the Bank pursuant to the Lease Agreement; and (ii) any other land or premises which may be granted to the Bank and defined as being part of the Harare Branch Office by a simple Exchange of Letters between the Bank and the Government. - 16 -