f8k0801_x1016-riic.htm


    Mortgage

    


     

    On
      twenty-seven December two thousand and seven, there appeared before
      me, mr. Wilfred Albert
      Groen, civil-law notary practising in Amsterdam:

     

    
      	
              1.

            	
              Mr
                David Havenaar, born in The Hague on seven March nineteen hundred
                and
                sixty-three, residing at Willem Buytewechstraat 118-c-2, 3024 VD
                Rotterdam, holder of a Dutch passport numbered: NK4376171;
                

            


    

    
      	
               

            	
              acting
                in this matter in his capacity of sole director, authorized to represent
                independently, of: 

            


    

    
      	
               

            	
              Royal
                Invest Europe
                B.V., a private limited company under Dutch law, having its
                registered office in Amsterdam and its principal place of business
                at
                Ditlaar 7, 1066 EE Amsterdam, listed in the Commercial Register under
                number 34130365, 

            


    

    
      	
               

            	
              hereinafter:
                the "Mortgagor"
                and choosing its address for service in accordance with article 12.3
                of
                this deed; and 

               

            


    

    
      	
              2.

            	
              Mr
                Norbert Richard Nicolaas de la Rive Box, born in
                Haarlemmermeer on twenty-eight August nineteen hundred and sixty-four,
                residing at Engweg 44 C, 6741 CZ Lunteren, of Dutch nationality and
                holder
                of a passport numbered NV9BJOFL5, 

            


    

    
      	
               

            	
              acting
                in this matter as representative authorized in writing of:
                

            


    

    
      	
               

            	
              Bank
                of Scotland plc, a
                company under Scottish law, incorporated in accordance with the Companies
                Act nineteen hundred and eighty-five (1985), having its registered
                office
                in The Mound, EH1 1YZ Edinburgh, United Kingdom, also having an office
                at
                Delflandlaan 1, 1062 EA Amsterdam, (in its capacity of Security Agent,
                acting for and on behalf of the Finance Parties in connection with
                the
                Facility Agreement and/or as sole creditor of each Parallel Debt,
                therefore in both capacities), 

            


    

    
      	
               

            	
              hereinafter:
                the "Mortgagee"
                and choosing its address for service in accordance with article 12.3
                of
                this deed. This power of attorney has been proved satisfactorily
                to me,
                civil-law notary, by the attached document.


            


    

    
      	
              A.

            	
              The
                Mortgagee and, inter
                alia, the Mortgagor have, among other things, entered into a facility agreement
(the
                "Facility
                Agreement") on twenty-seven December two thousand and seven, by
                virtue of which the mortgagor(s) granted the mortgagee a term loan
                facility to the maximum amount of one hundred million Euro (EUR
                100,000,000). 

            


    

    
      	
              B.

            	
              Pursuant
                to article 28.2 (Parallel Debt) of the Facility Agreement, each Obligor
                will be obliged towards the Mortgagee, acting on its own behalf and
                not as
                representative or agent of a Finance Party, to pay each Parallel
                Debt, and
                consequently the Mortgagee is the only mortgagee in this deed.
                

            


    

    
      	
              C.

            	
              The
                Mortgagor has agreed to establish a right of mortgage ranked first
                on the
                Properties subject to Registration and a non-possessory pledge ranked
                first on the Related Movable Property for the benefit of the Mortgagee
                as
                security for the Insured Obligations.


            


    

    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION 

            


    

    
      	
              1.1

            	
              Definitions
                

            


    

    
      	
              1.1.1

            	
              The
                capitalized words used, but not defined in this Deed (including the
                preamble), have the same meanings as in the Facility Agreement.
                

            


    

    
      	
              1.1.2

            	
              In
                this Deed (including the preamble) the following terms have the following
                meanings: 

            


    

    
      	
               

            	
              “Deed”
is
                taken to mean
                this mortgage deed. 

            


    

    
      	
               

            	
              “Related
                Movable
                Property” is taken to mean all present and future movable
                properties: 

            


    

    
      	
               

            	
              a.

            	
              which
                according to common opinion are designated to serve the mortgaged
                property
                permanently in, on, for or in connection with the Properties subject
                to
                Registration and are recognizable as such by their form and function;
                

            


    

    
      	
               

            	
              b.

            	
              consisting
                of machines, tools or equipment used for the business operations
                in the
                Properties subject to Registration, specifically installed for the
                use of
                such machines, tools or equipment; and


            


    

    
      	
               

            	
              c.

            	
              consisting
                of alterations or additions made to and then removed from the Properties
                subject to Registration after the establishment of the Right of Mortgage
                and the Right of Pledge; 

            


    

    
      	
               

            	
              to
                which the Mortgagor is presently entitled or of which the Mortgagor
                may
                obtain entitlement in future. 

            


    

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
      	
               

            	
              "Event
                of Enforcement"
                refers to a failure of an Obligor to properly fulfil (all or part
                of) the
                Insured Obligations, provided that such a failure constitutes an
                Event of
                Default. 

            


    

    
      	
               

            	
              "Lease
                Agreement" has the
                meaning ascribed to Lease Agreement in the Facility Agreement.
                

            


    

    
      	
               

            	
              “Properties
                subject to
                Registration” refers to the following properties subject to
                registration: 

            


    

    
      	
               

            	
              a.

            	
              the
                business premises, including the parcel of land on which they were
                erected, locally known as Berenkoog 53, 1822 BN Alkmaar, recorded
                in the
                land register as Municipality of
                Alkmaar section
                M number 737, twenty-nine ares and ninety-five centiares in size,
                for which parcel of land a redevelopment interest must be paid to
                the
                amount of sixty-five eurocent (€ 0.65) per year, the last year being two
                thousand and ten; 

            


    

    
      	
               

            	
              b.

            	
              the
                office building including the parcel of land on which it was erected,
                locally know as De Schans 1802, 8231 KA Lelystad, recorded in the
                land
                register as Municipality
                of Lelystad section M number 2803, sixteen ares and fifty eight
                centiares in size; 

            


    

    
      	
               

            	
              c.

            	
              the
                office building with industrial space, with a net lettable floor
                area of
                three thousand four hundred and seventy-two square metres (3,472
                m2) in
                accordance with NEN standard 2850, with parking space, including
                the
                parcel of land on which it was erected, locally known as Mijlweg
                7, 4131
                PJ Vianen (Utrecht), recorded in the land register as Municipality of
                Hagestein
                section D number 129, thirty-nine ares and eighteen centiares in
                size; 

            


    

    
      	
               

            	
              d.

            	
              an
                industrial complex, including the parcel of land on which it was
                erected,
                locally known as Keulsekade 215 and 216, 3534 AC Utrecht, recorded
                in the
                land register as Municipality of
                Catharijne
                section B number 8390, one hectare, fifteen ares and sixty-five
                centiares in size; according to information provided by the Cadastre
                and
                Public Registers Agency a Decree as meant in article 55 of the Soil
                Protection Act applies to part of the parcel of land;
                

            


    

    
      	
               

            	
              e.

            	
              the
                office building including the parcel of land on which is was erected,
                locally known as Edisonweg 9, 9A, 9B, 9C, 9D and 9E, 3442 AC Woerden,
                recorded in the land register as Municipality of
                Woerden section
                B number 7116, seven ares and sixty-two centiares in size;
                

            


    

    
      	
               

            	
              f.

            	
              the
                office building and industrial premises, including the parcel of
                land on
                which they were erected, situated at the Franciscusweg 10, 1216 SK
                Hilversum, recorded in the land register as Municipality of
                Hilversum
                section H numbers 3109, 3096, 3097 and 3098, respectively fifty one
                ares and forty centiares (51 a and 40 ca), and forty-four ares and
                sixty-nine centiares (44 a and 69 ca), nine ares and
                seventy-eight centiares (9 a and 78 ca) and fifteen
                ares and forty-two centiares (15 a and 42 ca) in size,
                

            


    

    
      	
               

            	
              of
                which Properties subject to Registration, mentioned under a to f,
                the
                Mortgagor will acquire the ownership by entry in the public registers
                of
                the Cadastre and Public Registers Agency of a copy of a deed of transfer
                on the basis of purchase, executed on twenty-seven December two thousand
                and seven before mr. Th.F.H.
                Reijnen,
                civil-law notary practising in Haarlemmermeer, which deed included
                the
                discharge for the payment of the purchase price, the statement of
                the
                parties to that deed that a resolutive condition can no longer be
                relied
                on and the statement of the Mortgagor that article 204c Book 2 of
                the
                Dutch Civil Code did not apply to the transfer.


            


    

    
      	
               

            	
              g.

            	
              the
                office building including parking spaces, the parcel of land on which
                it
                was erected, adjacent and further appurtenances, locally known as
                Sloterweg 22, 1171 CR, Badhoevedorp, recorded in the land register
                as
                Municipality of
                Haarlemmermeer, section Hnumbers:
                

            


    

    
      	
               

            	
              -

            	
              3348,
                two ares and ten
                centiares in size; 

            


    

    
      	
               

            	
              -

            	
              3140,
                twelve ares and
                ten centiares in size; 

            


    

    
      	
               

            	
              -

            	
              5302,
                six ares and
                twenty-three centiares in size; 

            


    

    
      	
               

            	
              -

            	
              8124,
                sixty centiares in
                size; 

            


    

    
      	
               

            	
              -

            	
              9209,
                fifty eight
                centiares in size; 

            


    

    
      	
               

            	
              of
                which Property subject to Registration, meant under g, the Mortgagor
                will
                acquire the ownership by entry in the public registers of the Cadastre
                and
                Public Registers Agency of a copy of a deed of transfer on the basis
                of
                purchase, executed on twenty-seven December two thousand and seven
                before
                a deputy of mr.
                F.R. Sterel, civil-law notary practising in Amsterdam, which deed
                included
                the discharge for the payment of the purchase price, the statement
                of the
                parties to that deed that a resolutive condition can no longer be
                relied
                on and the statement of the Mortgagor that article 204c Book 2 of
                the
                Dutch Civil Code did not apply to the transfer;


            


    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
               

            	
              h.

            	
              the
                business premises with seventeen parking spaces, including the parcel
                of
                land on which they were erected, adjacent land and all further
                appurtenances, locally known as Emmakade 59, 8921 AG Leeuwarden,
                recorded
                in the land register as Municipality of
                Leeuwarden
                section G number 15363, twenty-two ares and thirty-four centiares
                in size, 

            


    

    
      	
               

            	
              of
                which Property subject to Registration, meant under h, the Mortgagor
                will
                acquire the ownership by entry in the public registers of the Cadastre
                and
                Public Registers Agency of a copy of a deed of transfer on the basis
                of
                purchase, executed on twenty-seven December two thousand and seven
                before
                mr. J.C.L.
                Kloeck, civil-law notary practising in Heemstede, which deed included
                the
                discharge for the payment of the purchase price, the statement of
                the
                parties to that deed that a resolutive condition can no longer be
                relied
                on and the statement that article 204c Book 2 of the Dutch Civil
                Code did
                not apply to the transfer; 

            


    

    
      	
               

            	
              i.

            	
              the
                office complex including car park and the parcel of land on which
                it was
                erected, locally known as Schepersmaat 4 in Assen, recorded in the
                land
                register as Municipality
                of Assen section R number 716, three hectares, forty-seven ares and
                fifty six centiares in size, and 696, forty-five
                ares and
                eighty-eight centiares in size, 

            


    

    
      	
               

            	
              of
                which Property subject to Registration, meant under i, the Mortgagor
                will
                acquire the ownership by entry in the public registers of the Cadastre
                and
                Public Registers Agency of a copy of a deed of transfer on the basis
                of
                purchase, executed on twenty-seven December two thousand and seven
                before
                notary mr. W.A.
                Groen, mentioned above, which deed included the discharge for the
                payment
                of the purchase price, the statement of the parties to that deed
                that a
                resolutive condition can no longer be relied on and the statement
                of the
                Mortgagor that article 204c Book 2 of the Dutch Civil Code did not
                apply
                to the transfer; 

            


    

    
      	
               

            	
              "Collateral"
                means:
                

            


    

    
      	
               

            	
              a.

            	
              the
                Properties subject to Registration; and


            


    

    
      	
               

            	
              b.

            	
              the
                Related Movable Property. 

            


    

    
      	
               

            	
              "Party"
                means a party to
                this Deed.

            


    

    
      	
               

            	
              "Right
                of Mortgage" means
                each right of mortgage established under this Deed in accordance
                with
                article 2.2 (Mortgage on properties subject to registration).
                

            


    

    
      	
               

            	
              "Right
                of pledge" means
                each right of pledge established under this Deed in accordance with
                article 2 (Obligation to establish a Mortgage and Pledge).
                

            


    

    
      	
               

            	
              "Insured
                Obligations"
                means all present, future, actual and deferred obligations of the
                Mortgagor and each Obligor to pay the Mortgagee an amount, as principal
                debtor or as surety for the principal, interest or costs, resulting
                from
                or in connection with: 

            


    

    
      	
               

            	
              a.

            	
              this
                Deed; 

            


    

    
      	
               

            	
              b.

            	
              the
                Facility Agreement; 

            


    

    
      	
               

            	
              c.

            	
              other
                Finance Documents; and/or 

            


    

    
      	
               

            	
              d.

            	
              each
                Parallel Debt. 

            


    

    
      	
              1.2

            	
              Interpretation
                

            


    

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
              1.2.1

            	
              Unless
                stipulated otherwise, any reference in this Deed (including the preamble)
                to the following terms should be interpreted as follows:
                

            


    

    
      	
               

            	
              a.

            	
              a
                reference to an "Article" should
                be
                interpreted as a reference to an article in this Deed, subject to
                indications to the contrary; 

            


    

    
      	
               

            	
              a
                reference to this "Deed", the "Facility
                Agreement", the
                "Finance
                Documents" or any other agreement or document includes each
                amendment, addition, reformulation, renewal or any other change (without
                prejudice to any relevant prohibition in that connection), of whatever
                importance or nature, pertaining to this Deed, the Facility Agreement,
                a
                Finance Document or any other agreement or document, and includes
                without
                limitation (i) each increase or decrease of any quantity available
                on the
                basis of the Facility Agreement or the other Finance Documents (as
                amended, reformulated, renewed or changed in any other way) or each
                change
                or addition to the way in which this quantity, increase or decrease
                should
                be used, (ii) each facility that serves as a replacement of or an
                addition
                to a facility that was initially made available, (iii) each resulting
                adjustment of the debt burden, whether or not related to the foregoing,
                and (iv) each combination of the foregoing, and the "Insured Obligations"
                also include such amendments, additions, renewals and reformulations
                or
                any other change (whether or not anticipated);


            


    

    
      	
               

            	
              c.

            	
              a
                reference to a "person" should
                be
                interpreted as a reference to an individual, firm, company, business,
                government, state or representative of a state or any other association,
                fund, corporation or other entity (whether or not as an independent
                legal
                person) of two or more of the above;


            


    

    
      	
               

            	
              d.

            	
              a
                reference to the "Mortgagee", any "Mortgagor"
                or any other
                "person" should
                be
                interpreted as also including their respective legal successors,
                legitimate assignees and successors in title; and
                

            


    

    
      	
               

            	
              e.

            	
              a
                reference to an act should be interpreted as a reference to that
                act as it
                has been or can be changed and readopted.


            


    

    
      	
              1.2.2

            	
              The
                titles and headings of the articles have been added for convenience
                only.
                

            


    

    
      	
              1.2.3

            	
              Words
                and expressions stated in the singular in this Deed (including the
                preamble) also include the plural, where the context permits or requires
                this, and vice
                versa, and words and expressions of the male gender also include
                the female and neutral gender, where the context permits or requires
                this,
                and vice versa.
                

            


    

    
      	
              1.2.4

            	
              Any
                Event of Enforcement is to be interpreted as a failure (as meant
                in
                article 3:268 (1) in conjunction with article 6:81 et seq. of the
                Dutch
                Civil Code) in the proper performance of (part of) the Insured Obligations
                without any warning, demand or notice of default being sent or required.
                

            


    

    
      	
              1.2.5

            	
              The
                Insured Obligations do not include any obligations that would constitute
                a
                violation of article 2:207 (c) of the Dutch Civil Code if they would
                be
                included in the Insured Obligations, and all the provisions of this
                Deed
                will therefore be interpreted as such.


            


    

    
      	
              2.

            	
              OBLIGATION
                TO ESTABLISH A MORTGAGE AND PLEDGE 

            


    

    
      	
              2.1

            	
              Obligation
                

            


    

    
      	
              2.1.1

            	
              In
                connection with the receipt of the Facility each Obligor acknowledged
                to
                owe the Mortgagee an amount of one hundred million Euro (EUR 100,000,000).
                The Facility will be paid back in accordance with the terms and conditions
                of the Facility Agreement. Interest will be paid in accordance with
                the
                terms and conditions of the Facility Agreement.


            


    

    
      	
              2.1.2

            	
              The
                Mortgagor agrees with the Mortgagee and undertakes toward the Mortgagee
                to
                establish a right of mortgage ranked first concerning each of the
                Properties subject to Registration as security for the Insured
                Obligations. 

            


    

    
      	
              2.1.3

            	
              The
                Mortgagor agrees with the Mortgagee and undertakes toward the Mortgagee
                to
                establish, whether or not in advance, depending on the circumstances,
                a
                non-possessory pledge, ranked first, concerning each of the Related
                Movable Properties as security for the Insured Obligations.
                

            


    

    
      	
              2.2

            	
              Mortgage
                on Properties subject to Registration


            


    

    
      	
              2.2.1

            	
              The
                Mortgagor grants the Mortgagee a right of mortgage, ranked first,
                concerning each of the Properties subject to Registration as security
                for
                the Insured Obligations to the maximum amount of one hundred million
                Euro
                (EUR 100,000,000), to be increased by an amount equal to forty-five
                million Euro (EUR 45,000,000) as security for the payment of interest
                and
                costs due for the Insured Obligations and, therefore, to the total
                amount
                of one hundred and forty-five million Euro (EUR 145,000,000).
                

            


    

    
      	
              2.2.2

            	
              The
                Mortgagor grants the Mortgagee: 

            


    

    
      	
               

            	
              a.

            	
              a
                non-possessory pledge, ranked first, concerning each of the Related
                Movable Properties; and 

            


    

    
      	
               

            	
              b.

            	
              in
                so far as the Related Movable Properties consist of future Related
                Movable
                Properties, a non-possessory pledge in advance, ranked first, concerning
                each of his future Related Movable Properties, as security for the
                performance of the Insured Obligations.


            


    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
              2.3

            	
              Completion
                

            


    

    
      	
              2.3.1

            	
              The
                Mortgagee has the right: 

            


    

    
      	
               

            	
              a.

            	
              to
                offer a copy of this Deed and any other document resulting from this
                Deed
                for registration at each office, register (including the land register)
                or
                government agency (including the Dutch Tax and Customs Administration)
                in
                each jurisdiction; and 

            


    

    
      	
               

            	
              b.

            	
              to
                serve a notification on any person, as the Mortgagee finds necessary
                to
                protect his interests. 

            


    

    
      	
              2.3.2

            	
              If
                an Event of Default occurs that constitutes serious failure, the
                Mortgagee
                will be entitled, if leave is granted by the district court in
                interlocutory proceedings, to bring the Properties subject to Registration
                under his control, as provided in article 3:267 of the Dutch Civil
                Code;
                in that connection the Mortgagee will also be authorized (as far
                as
                legally permissible): 

            


    

    
      	
               

            	
              a.

            	
              to
                lease, operate and otherwise use the Collateral during such periods,
                on
                such conditions and for such prices as the Mortgagee finds necessary
                or
                desirable; 

            


    

    
      	
               

            	
              b.

            	
              to
                terminate a Lease agreement or another agreement that was entered
                into in
                connection with the Collateral; 

            


    

    
      	
               

            	
              c.

            	
              to
                keep the Collateral in good condition and properly insured on the
                usual
                market conditions; and 

            


    

    
      	
               

            	
              d.

            	
              to
                collect and save all rental payments concerning the Collateral and
                to make
                payments to any person (including, without limitation, a person who
                is the
                beneficiary of a security or a seizure) in connection with the Collateral,
                the Mortgagor being obliged to compensate the Mortgagee for all costs,
                expenses and (financial) damage in connection with the management
                of the
                Collateral. 

            


    

    
      	
              2.3.2

            	
              If
                an Event of Enforcement occurs, the Mortgagee may take possession
                of the
                Collateral and demand vacation of the Properties subject to Registration
                in that connection, if the Mortgagee finds this necessary due to
                a forced
                sale of the Properties subject to Registration or for the enforcement
                of
                the Right of Mortgage and the Right of Pledge.


            


    

    
      	
              2.3.4

            	
              If
                an Event of Default occurs, the Mortgagee has the right to take control
                of
                the Related Movable Properties subjected to the Right of Pledge,
                and as
                such the Mortgagee (or his representative) is authorized to access
                each
                property where such Related Movable Properties are located and to
                remove
                such Related Movable Properties or to have them delivered by the
                Mortgagor
                to an address to be specified by the Mortgagee, which the Mortgagor
                is
                obliged to do after the Mortgagee’s request to that effect, all such in so
                far as the law does not oppose to the above.


            


    

    
      	
              2.4

            	
              General
                

            


    

    
      	
              2.4.1

            	
              The
                Right of Mortgage includes all dependent rights.
                

            


    

    
      	
              2.4.2

            	
              The
                Right of Pledge includes all dependent rights.


            


    

    
      	
              2.4.3

            	
              To
                the extent that the Related Movable Properties are (or will be) subjected
                to a right of pledge or other type of encumbrance that has priority
                over
                the right of pledge, the right of pledge will nevertheless be vested
                with
                the highest possible rank available at that time.
                

            


    

    
      	
              2.4.4

            	
              If
                the Collateral is damaged or destroyed, all claims for damages, both
                resulting from insurances taken out for the Collateral and against
                third
                parties who are liable for the damage or destruction, are subjected
                to a
                right of pledge pursuant to article 3:229 of the Dutch Civil Code.
                

            


    

    
      	
              2.4.5

            	
              The
                Right of Mortgage and the Right of Pledge are in no way affected
                by, nor
                are they dependent of, any other security (contractual or legal)
                held now
                or later by the Mortgagee or any other Finance Party. The rights
                of the
                Mortgagee under this Deed exist in addition to the legal rights and
                do not
                replace them. 

            


    

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	
               

            	
              STATEMENTS
                AND GUARANTEES 

            


    

    
      	
              3.1

            	
              General
                

            


    

    
      	
              3.1.1

            	
              The
                Mortgagor provides the statements and guarantees mentioned in this
                article
                3 concerning himself towards the Mortgagee on the date of this Deed
                and on
                each date on which the Mortgagor acquires one or more of the Related
                Movable Properties. 

            


    

    
      	
              3.1.2

            	
              The
                statements and guarantees included in this article 3 concerning the
                Collateral only refer to the Collateral that is owned by the Mortgagor
                on
                the date on which the statements and guarantees were submitted.
                

            


    

    
      	
              3.2

            	
              Authority
                to act 

            


    

    
      	
               

            	
              The
                Mortgagor has the authority and has taken all necessary actions to
                enter
                into, execute and transfer this Deed and the transactions involved
                and to
                vest any Right of Mortgage and Right of Pledge.


            


    

    
      	
              3.3

            	
              Rank
                

            


    

    
      	
              3.3.1

            	
              Each
                Right of Mortgage is a right of mortgage ranked first.
                

            


    

    
      	
              3.3.2

            	
              Each
                Right of Pledge is a right of pledge ranked first.
                

            


    

    
      	
              3.4

            	
              Properties
                subject to Registration 

            


    

    
      	
              3.4.1

            	
              The
                Mortgagor is fully and exclusively authorized as regard his Properties
                subject to Registration. 

            


    

    
      	
              3.4.2

            	
              The
                Properties subject to Registration:


            


    

    
      	
               

            	

            	
              a.

            	
              are
                not encumbered with a limited right or otherwise, with the exception
                of
                the Right of Mortgage and as described in the definition of “Properties
                subject to Registration”, except for those rights as mentioned in the
                deeds containing the acquisition of the Properties subject to
                Registration, which are deemed not to affect the value of the Properties
                subject to Registration; 

            


    

    
      	
               

            	

            	
              b.

            	
              are
                not subjected to a seizure; 

            


    

    
      	
               

            	
              c.

            	
              can
                be transferred or encumbered with limited rights;
                

            


    

    
      	
               

            	
              d.

            	
              are
                not subjected to rights pertaining to a specific, qualitative obligation
                as mentioned in article 6:252 of the Dutch Civil Code, except as
                described
                in the definition of "Properties subject to Registration";
                

            


    

    
      	
               

            	

            	
              e.

            	
              are
                not subjected to an option or a similar right; and
                

            


    

    
      	
               

            	

            	
              f.

            	
              have
                been duly registered in the public registers of the Cadastre and
                Public
                Registers Agency, and the Mortgagor did not agree to grant a right
                or to
                perform acts as mentioned in this article 3.4.2 concerning the Properties
                subject to Registration. 

            


    

    
      	
              3.4.3

            	
              Article
                2:204 (c) of the Dutch Civil Code does not apply to the Mortgagor
                as
                regards the acquisition of the relevant Collateral, or the provisions
                of
                that article have been fulfilled with regard to the acquisition of
                the
                relevant Collateral. 

            


    

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	
              3.5

            	
              Related
                Movable Properties 

            


    

    
      	
              3.5.1

            	
              The
                Mortgagor is fully and exclusively authorized with regard to his
                Related
                Movable Properties. 

            


    

    
      	
              3.5.2.

            	
              The
                Related Movable Properties: 

            


    

    
      	
               

            	
              a.

            	
              have
                not been pledged or otherwise encumbered, except for a right of pledge
                pursuant to a Finance Document and each Right of Pledge;
                

            


    

    
      	
               

            	
              b.

            	
              are
                not subjected to a seizure; 

            


    

    
      	
               

            	
              c.

            	
              have
                not been transferred or pledged, except for a right of pledge pursuant
                to
                a Finance Document and each Right of Pledge, or otherwise encumbered
                in
                advance for the benefit of a person;


            


    

    
      	
               

            	
              d.

            	
              can
                be transferred or encumbered with limited rights; and
                

            


    

    
      	
               

            	
              e.

            	
              are
                not subjected to an option or a similar right,


            


    

    
      	
               

            	
              and
                the Mortgagor did not agree to grant a right or to perform acts as
                mentioned in this article 3.5.2 concerning the Related Movable Properties.
                

            


    

    
      	
              3.6

            	
              Information
                

            


    

    
      	
               

            	
              The
                Mortgagor has provided the Mortgagee with all information and
                documentation concerning the Collateral of which the Mortgagor knows
                or
                should know that this is in the interest of the Mortgagee.
                

            


    

    
      	
               

            	
              OBLIGATIONS
                

            


    

    
      	
              4.1

            	
              General
                

            


    

    
      	
               

            	
              The
                obligations of this article 4 continue to be in force from the date
                of
                this Deed up to and including the date of termination of each Right
                of
                Mortgage and each Right of Pledge towards the Mortgagor, in accordance
                with article 7 (Termination). 

            


    

    
      	
              4.2

            	
              Collateral
                

            


    

    
      	
               

            	
              Unless
                expressly permitted pursuant to the Facility Agreement, the Mortgagor
                will
                not: 

            


    

    
      	
               

            	
              a.

            	
              transfer,
                pledge or otherwise encumber rights concerning the Collateral;
                

            


    

    
      	
               

            	
              b.

            	
              remit
                or waive the Collateral; 

            


    

    
      	
               

            	
              c.

            	
              waive
                independent rights or ancillary rights attached to the Collateral;
                

            


    

    
      	
               

            	
              d.

            	
              agree
                to a settlement in or out of court or reach a settlement concerning
                the
                Collateral; or 

            


    

    
      	
               

            	
              e.

            	
              perform
                any act that affects or could affect the Collateral, the Right of
                Mortgage
                or the Right of Pledge, 

            


    

    
      	
               

            	
              without
                the prior written approval of the Mortgagee.


            


    

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	
              4.3

            	
              Information
                

            


    

    
      	
              4.3.1

            	
              The
                Mortgagor must immediately notify the Mortgagee of any events that
                may be
                of interest to the Mortgagee in connection with the Collateral or
                that
                affect or could affect a Right of Mortgage or a Right of Pledge.
                

            


    

    
      	
              4.3.2

            	
              The
                Mortgagor will immediately inform each relevant person (including,
                without
                limitation, the bailiff, the receiver, administrator or similar official
                in any jurisdiction), in writing and at his own expense, of the existence
                of this Deed, the Right of Mortgage and the Right of Pledge, and
                will
                forthwith send the Mortgagee a copy of the relevant correspondence
                and
                underlying documentation. 

            


    

    
      	
              4.3.3

            	
              At
                the Mortgagee’s first request, the Mortgagor must provide the Mortgagee
                with all information and copies of all relevant documentation concerning
                the Collateral. 

            


    

    
      	
              4.3.4

            	
              The
                Mortgagor must at all times give the Mortgagee full and free access
                to the
                Properties subject to Registration to inspect the Collateral.
                

            


    

    
      	
              4.4

            	
              Maintenance
                Guarantees

            


    

    
      	
               

            	
              The
                Mortgagor must see to it that the Collateral is well-maintained and
                properly insured on the usual market conditions, and must take all
                measures to see to it that the Collateral will remain in a good state
                of
                repair and properly insured on the usual market conditions, all such
                in
                accordance with Dutch law, government regulations and the Facility
                Agreement. 

            


    

    
      	
              4.4.1

            	
              The
                Mortgagor is not allowed to: 

            


    

    
      	
               

            	
              a.

            	
              change
                or extend the nature, purpose, design or shape of the Collateral
                or to
                make substantial changes to or have substantial changes made to the
                construction, fittings, appurtenances or other facilities of the
                Collateral; and to 

            


    

    
      	
               

            	
              b.

            	
              make
                changes to the Collateral or to permit or approve changes to the
                Collateral that in the opinion of the Mortgagee could cause a decrease
                of
                the value of the Collateral, 

            


    

    
      	
               

            	
              without
                the prior written permission of the Mortgagee, except if the Subdistrict
                Section of the Court grants a lessee of a Property subject to Registration
                authorization to make a substantial change in the structure, fittings
                or
                other appurtenances of a Property subject to Registration pursuant
                to
                article 3:265 of the Dutch Civil Code.


            


    

    
      	
               

            	
              An
                authorization as meant in article 3.265 of the Dutch Civil Code will
                constitute an Event of Default. 

            


    

    
      	
              4.4.2

            	
              All
                changes, additions or alterations, whether or not made with the approval
                of the Mortgagee, form part of the Properties subject to Registration
                from
                the date on which such changes, additions or alterations have been
                made to
                the Properties subject to Registration.


            


    

    
      	
              4.4.3

            	
              Any
                changes, additions and alterations of and to the Properties subject
                to
                Registration will not be removed, unless the prior written permission
                of
                the Mortgagee has been obtained. If the Mortgagee requests this,
                the
                Mortgagor must undo all changes, additions and alterations of and
                to the
                Property subject to Registration within a reasonable period of time,
                with
                the proviso that: 

            


    

    
      	
               

            	
              a.

            	
              the
                Mortgagee will be entitled at all times to have all changes, additions
                and
                alterations of or to the relevant Properties subject to Registration
                performed or undone; and 

            


    

    
      	
               

            	
              b.

            	
              if
                the Mortgagee demands this, the Mortgagor will provide additional
                security
                to cover any decrease of value during the period that the Property
                is
                still under repair. 

            


    

    
      	
              4.5

            	
              Rental
                guarantees 

            


    

    
      	
              4.5.1

            	
              The
                Mortgagor is not allowed to let (part of) the Properties subject
                to
                Registration: 

            


    

    
      	
               

            	
              a.

            	
              on
                conditions requiring the advance payment of more than one (1) month
                rent
                or the equivalent amount; 

            


    

    
      	
               

            	
              b.

            	
              below
                the going market rate at the time of fixing the rent of the relevant
                Property subject to Registration, 

            


    

    
      	
               

            	
              without
                the prior written permission of the Mortgagee, all this in accordance
                with
                the relevant provisions of the Facility Agreement.
                

            


    

    
      	
              4.5.2

            	
              The
                Mortgagor is not allowed to accept advance payment of rent or other
                payments for the use of (part of) the Properties subject to Registration
                or to grant any postponement of payment, to assign, transfer, award,
                pledge or otherwise encumber such rental payments or other payments,
                except to the Mortgagee, without the prior written permission of
                the
                Mortgagee. 

            


    

    
      	
              4.5.3

            	
              Notwithstanding
                to any other obligations of the Mortgagor resulting from a Finance
                Document, the Mortgagor must immediately inform the Mortgagee in
                writing
                about: 

            


    

    
      	
               

            	
              a.

            	
              any
                proceedings instituted by a lessee of the Properties subject to
                Registration to have his rental payment obligations assessed by a
                committee, a judge or other body, and of any decision (provisional
                or
                final) that is taken in connection with those proceedings;
                

            


    

    
      	
               

            	
              b.

            	
              any
                act of the lessee of the Properties subject to Registration or a
                third
                party in connection with the termination of modification of a lease
                agreement (including the level of the rent pursuant to such a lease
                agreement); and 

            


    

    
      	
               

            	
              c.

            	
              an
                eviction order against a lessee of the Properties subject to Registration
                or another person. 

            


    

    
      	
               

            	
              the
                above in accordance with the relevant provisions of the Facility
                Agreement. 

            


    

    
      	
              4.5.4

            	
              The
                Mortgagor must let the Properties subject to Registration with due
                observance of and in accordance with Dutch law and the relevant Lease
                Agreement. 

            


    

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	
              5

            	
              ENFORCEMENT
                

            


    

    
      	
              5.1

            	
              Enforcement
                

            


    

    
      	
              5.1.1

            	
              If
                an Event of Enforcement occurs, the Mortgagee will be entitled to
                enforce
                a Right of Mortgage or a Right of Pledge in accordance with Dutch
                law and
                other applicable laws and to take all (legal) steps and measures
                he deems
                necessary or desirable, and the Mortgagor must render the Mortgagee
                every
                assistance the Mortgagee finds necessary or desirable for enforcing
                a
                Right of Mortgage and a Right of Pledge.


            


    

    
      	
              5.1.2

            	
              If
                an Event of Enforcement occurs, the Mortgagee will be entitled to
                enter
                into agreements in or out of court and to cast a vote in connection
                with
                such agreements, or to reach a settlement with a third party concerning
                the Collateral. 

            


    

    
      	
              5.2

            	
              Concessions
                

            


    

    
      	
              5.2.1

            	
              The
                Mortgagee has the right to enforce the Right of Pledge in accordance
                with
                articles 3:268 et. seq. of the Dutch Civil Code.
                

            


    

    
      	
              5.2.2

            	
              As
                far as legally permissible, and in connection with article 5.2.3
                and
                article 5.2.5, the Mortgagor is not entitled to submit a request
                to the
                Court as meant in article 3:268 (2) of the Dutch Civil Code to order
                the
                private sale of the Collateral. 

            


    

    
      	
              5.2.3

            	
              If
                the Mortgagee did not opt to enforce the Right of Pledge in accordance
                with article 3:268 (2) et seq. of the Dutch Civil Code, the Mortgagee
                will
                waive his rights under article 3:251 (1) of the Dutch Civil Code
                to
                request the district court in interlocutory proceedings to order
                that the
                Collateral be sold in another way than meant in article 3:250 of
                the Dutch
                Civil Code. 

            


    

    
      	
              5.2.4

            	
              If
                the Mortgagee did not opt to enforce the Right of Pledge in accordance
                with article 3:268 (2) et seq. of the Dutch Civil Code, the Mortgagee
                will
                not be obliged to inform the Mortgagor, creditors, holders of limited
                rights or persons having seized the Collateral of the sale of the
                Collateral, as prescribed by article 3:249 and article 3:252 of the
                Dutch
                Civil Code. 

            


    

    
      	
              5.2.5

            	
              As
                far as legally possible, the Mortgagor will waive his rights to demand
                that the Mortgagee: 

            


    

    
      	
               

            	
              a.

            	
              will
                first enforce the security rights concerning any other person pursuant
                to
                article 3:234 of the Dutch Civil Code; or


            


    

    
      	
               

            	
              b.

            	
              will
                first hold any other person liable and demand payment from such a
                person
                or enforce any guarantee, before exercising the Right of Mortgage
                or the
                Right of Pledge. 

            


    

    
      	
               

            	
              The
                Mortgagor will waive his rights under article 3:233 (2) and article
                6:139
                of the Dutch Civil Code. 

            


    

    
      	
              5.2.6

            	
              As
                far as legally permissible, the Mortgagor will waive his rights to
                set off
                his claims on the Mortgagee (as far as these exist) under or in connection
                with this Deed against the Insured Obligations.


            


    

    
      	
              5.3

            	
              Use
                of Payments 

            


    

    
      	
               

            	
              Subject
                to the mandatory provisions of Dutch law in the field of enforcement, all
                amounts received or realized by the Mortgagee in connection with
                the
                enforcement of the Right of Mortgage or the Right of Pledge must
                be used
                by the Mortgagee in accordance with the relevant provisions of the
                Facility Agreement. 

            


    

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	
              6

            	
              FURTHER
                GUARANTEES AND POWER OF ATTORNEY 

            


    

    
      	
               

            	
              6.1.1
                If no valid right of mortgage or right of pledge (whatever the case
                may
                be) is vested pursuant to this Deed in connection with the Collateral,
                the
                Mortgagor irrevocably and unconditionally guarantees that he will
                mortgage
                such a Property subject to Registration to the Mortgagee and to pledge
                such Related Movable Properties to the Mortgagee, as soon as it becomes
                available for mortgaging or pledging (whatever the case may be) by
                means
                of additional agreements, additional deeds or other documents on
                the same
                (or similar) conditions as the conditions of this Deed.
                

            


    

    
      	
              6.1.2

            	
              The
                Mortgagor also guarantees that he will sign each document, give such
                guarantees, perform all acts and do such things that may be required
                or
                desirable: 

            


    

    
      	
               

            	
              a.

            	
              to
                complete or protect the security that is (or is intended to be) created
                by
                this Deed; 

            


    

    
      	
               

            	
              b.

            	
              to
                retain or protect all rights of the Mortgagee pursuant to this Deed;
                

            


    

    
      	
               

            	
              c.

            	
              to
                retain or protect the interests of the Mortgagee concerning the
                Collateral; 

            


    

    
      	
               

            	
              d.

            	
              to
                guarantee that the Right of Mortgage and the Right of Pledge and
                the
                guarantees and obligations of the Mortgagor under this Deed will
                accrue to
                each legal successor, assignee or transferee of the Mortgagee;
                

            


    

    
      	
               

            	
              e.

            	
              to
                facilitate the acquisition, appropriation or realization of (part
                of) the
                Collateral in the way intended in this Deed; or


            


    

    
      	
               

            	
              f.

            	
              to
                exercise any power of attorney, decision-making authority or authority
                to
                judge granted to the Mortgagee under this Deed.


            


    

    
      	
              6.1.3

            	
              The
                Mortgagee will be entitled to enter into such agreements with any
                (third)
                party, if he finds this is necessary or desirable to protect his
                interests. Such agreements may also concern access to the Collateral
                and
                the submission of documents concerning the Collateral. The Mortgagee
                may
                also instruct a person to act as manager of the Collateral for the
                Mortgagee. 

            


    

    
      	
              6.2

            	
              Power
                of Attorney 

            


    

    
      	
              6.2.1

            	
              The
                Mortgagor irrevocably and unconditionally appoints the Mortgagee
                as his
                authorized representative, for as long as the Insured Obligations
                exist,
                in order to: 

            


    

    
      	
               

            	
              a.

            	
              perform,
                execute and sign all (legal) acts in his name, and (if required)
                to
                register all documents in his name that the Mortgagee can execute,
                sign or
                register himself in connection with the Collateral; and to
                

            


    

    
      	
               

            	
              b.

            	
              execute,
                sign, make complete, perform, do and (if required) register all other
                documents, acts or things as mentioned in article 6.
                

            


    

    
      	
              6.2.2

            	
              It
                was expressly agreed that the appointment in article 6.2.1 will only
                be
                effected by the Mortgagee in the case of an Event of Default that
                continues, or if the Mortgagor did not act in accordance with the
                instructions of the Mortgagee, and with full right of substitution,
                and
                will also apply to each situation in which the Mortgagee acts as
                the
                opposing party of the Mortgagor (Selbsteintritt) within
                the meaning of article 3:68 of the Dutch Civil Code or as the
                representative of an opposing party of the Mortgagor.
                

            


    

    
      	
              7

            	
              TERMINATION
                

            


    

    
      	
              7.1

            	
              Continuation
                

            


    

    
      	
              7.1.1

            	
              The
                Right of Mortgage and the Right of Pledge will remain fully applicable
                until all the Insured Obligations have been irrevocably and
                unconditionally paid back in full (to the Mortgagee’s satisfaction) and no
                new Insured Obligations will occur (to the Mortgagee’s satisfaction),
                unless this right has been terminated by the Mortgagee pursuant to
                article
                7.2 (Termination by the Mortgagee).


            


    

    
      	
              7.1.2

            	
              In
                the event of termination of the Right of Mortgage or the Right of
                Pledge,
                the Mortgagee will give the Mortgagor at the request and expense
                of the
                Mortgagor a written notice of release.


            


    

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      	
              7.2

            	
              Termination
                by the Mortgagee 

            


    

    
      	
               

            	
              The
                Mortgagee has the right: 

            


    

    
      	
               

            	
              a.

            	
              to
                terminate by relinquishing; or 

            


    

    
      	
               

            	
              b.

            	
              to
                waive 

            


    

    
      	
               

            	
              a
                Right of Mortgage to all or part of the Properties subject to Registration
                and the Right of Pledge concerning all or part of the Related Movable
                Properties and all or part of the Insured Obligations. The Mortgagor
                will
                agree in advance to any waiver of rights by the mortgagee, as meant
                in
                this article 7.2. 

            


    

    
      	
              8

            	
              ASSIGNMENT
                

            


    

    
      	
              8.1

            	
              No
                assignment-Mortgagors 

            


    

    
      	
               

            	
              The
                Mortgagor is not allowed to assign or transfer his rights and obligations
                under this Deed without the prior written permission of the Mortgagee.
                

            


    

    
      	
              8.2

            	
              Assignment-Mortgagee
                

            


    

    
      	
               

            	
              The
                Mortgagee is entitled to transfer, assign or pledge any of his rights
                under this Deed and in accordance with the Facility Agreement, and,
                as far
                as legally required, gives the Mortgagor his assistance or permission,
                irrevocably and in advance, for such a transfer, assignment or pledge.
                The
                Mortgagor and the Mortgagee agree that if the Mortgagee transfers,
                assigns
                or pledges (part of) his rights concerning the Insured Obligations,
                each
                Right of Mortgage and Right of Pledge will follow the transferred,
                assigned or pledged rights concerning the Insured Obligations pro rata parte
(as an
                ancillary right of the assignee, transferee or mortgagee).
                

            


    

    
      	
              9

            	
              NOTIFICATIONS
                

            


    

    
      	
              9.1

            	
              Written
                communication 

            


    

    
      	
               

            	
              All
                forms of communication required pursuant to this Deed will be done
                in
                writing, and sent by fax or letter, unless otherwise provided.
                

            


    

    
      	
              9.2

            	
              Addresses
                

            


    

    
      	
               

            	
              The
                address and fax number (as well as the department or officer, as
                far as
                applicable, to which/whom the notification should be addressed) of
                each
                Party for each communication or document that must be made or delivered
                pursuant to or in accordance with this Deed, is determined on the
                basis of
                the name mentioned at the beginning of this Deed, or any other substitute
                address, fax number or department or officer of which the Party will
                notify the Mortgagee (or of which the Pledgee may inform the other
                Parties, if a modification is made by the Mortgagee) within no more
                than
                five working days. 

            


    

    
      	
              9.3

            	
              Delivery
                

            


    

    
      	
              9.3.1

            	
              Each
                notification or document made or delivered by a person to another
                person,
                or in accordance with this Deed, will only have effect if:
                

            


    

    
      	
               

            	
              a.

            	
              it
                has been received by fax and is legible; or


            


    

    
      	
               

            	
              b.

            	
              if
                sent by letter and delivered at the right address, or within five
                working
                days after it was delivered at the post office in an adequately stamped
                envelope addressed to that address, and, if a specific department
                or
                officer was specified as included in the address in article 9.2
                (Addresses), for the attention of that department or officer.
                

            


    

    
      	
              9.3.2

            	
              Each
                notification or document made or delivered at the Mortgagee will
                only have
                effect, if this notification or this document has been received by
                the
                Mortgagee, and only if it was explicitly addressed to the department
                or
                officer that corresponds with the signature of the Mortgagee below
                (or any
                other substitute department or officer as specified by the Mortgagee).
                

            


    

    
      	
              9.4

            	
              Notification
                of address and fax number 

            


    

    
      	
               

            	
              After
                receipt of a notification containing a change of address, change
                of fax
                number or change of address and fax number, pursuant to article 9.2
                (Addresses), the Mortgagee will immediately inform the other Parties.
                

            


    

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
      	
              10

            	
              MISCELLANEOUS
                

            


    

    
      	
              10.1

            	
              Costs
                

            


    

    
      	
               

            	
              All
                costs, charges, expenses and levies will be borne by the Obligors,
                in
                accordance with the relevant provisions of the Facility Agreement.
                

            


    

    
      	
              10.2

            	
              Proof
                of indebtedness 

            


    

    
      	
               

            	
              For
                the existence and composition of the Insured Obligations a written
                statement drawn up by the Mortgagee in accordance with his accounts,
                subject to evident inaccuracies, will serve as compelling evidence,
                with
                the proviso that in the case of disagreement the Mortgagee will be
                entitled to exercise his right of enforcement under this Deed.
                

            


    

    
      	
              10.3

            	
              Liability
                

            


    

    
      	
               

            	
              Subject
                to gross negligence or an intentional act, the Mortgagee will not
                be
                liable towards the Mortgagor for failing to collect or recover or
                sell the
                Collateral (in whole or in part) and/or any (financial) damage resulting
                from the collection, recovery or sale of the Collateral or resulting
                from
                the (failure to) exercise of a right under this Deed, or for any
                other
                loss of whatever nature in connection with the Collateral or this
                Deed.
                

            


    

    
      	
              10.4

            	
              Severability
                

            


    

    
      	
              10.4.1

            	
              If
                a provision of this Deed is unlawful, invalid or unenforceable in
                any
                jurisdiction, this does not affect:


            


    

    
      	
              a.

            	
              the
                validity or enforceability of the other provisions of this Deed in
                that
                jurisdiction; or 

            


    

    
      	
              b.

            	
              the
                validity or enforceability of those provisions or other provisions
                of this
                Deed in other jurisdictions. 

            


    

    
      	
              10.4.2

            	
              The
                Mortgagor and the Mortgagee agree that they will negotiate in good
                faith
                to replace an unenforceable provision of this Deed by a provision
                that is
                enforceable and the contents of which are similar to the unenforceable
                provision as much as possible. 

            


    

    
      	
              10.5

            	
              Waiver
                

            


    

    
      	
               

            	
              To
                the maximum extent permitted by law, the Mortgagor waives his right
                to:
                

            


    

    
      	
               

            	
              a.

            	
              dissolve
                this Deed in case the Mortgagee fails to perform one or more of his
                obligations under article 6:262 of the Dutch Civil Code or on any
                other
                basis; 

            


    

    
      	
               

            	
              b.

            	
              suspend
                one of more of his obligations under article 6:52 of the Dutch Civil
                Code
                or on any other basis; and to 

            


    

    
      	
               

            	
              c.

            	
              nullify
                this Deed pursuant article 6:228 of the Dutch Civil Code or on any
                other
                basis. 

            


    

    10.6
      No waiver

    
      	
               

            	
              A
                delay or omission on the part of the Mortgagee in exercising an authority
                or right pursuant to this Deed will not affect such authority or
                right and
                will not be regarded as a waiver or a circumstance that gives rise
                to
                exercising such authority, and no waiver of a previous instance will
                be
                regarded as a waiver of any authority or right pursuant to this Deed
                in
                connection with any future instance.


            


    

    
      	
              10.7

            	
              Amendment
                and authentication 

            


    

    
      	
               

            	
              The
                Deed can only be amended, changed or revoked by means of a notarial
                deed
                under Dutch law, executed in the appropriate manner before a notary
                in the
                Netherlands, signed by the duly authorized signatories of the Mortgagor
                and the Mortgagee, followed by the entry in the relevant registers
                of a
                copy of such deed. 

            


    

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
      	
              11

            	
              ACCEPTANCE
                

            


    

    
      	
               

            	
              The
                Mortgagee accepts the Right of Mortgage, the Right of Pledge and
                all
                provisions, clauses, engagements, waivers, authorizations and powers
                of
                attorney under this Deed. 

            


    

    
      	
              12

            	
              APPLICABLE
                LAW AND JURISDICTION 

            


    

    
      	
              12.1

            	
              Applicable
                law 

            


    

    
      	
               

            	
              Dutch
                law applies to this Deed. 

            


    

    
      	
              12.2

            	
              Jurisdiction
                

            


    

    
      	
              12.2.1

            	
              The
                District Court of Amsterdam, the Netherlands, has exclusive jurisdiction
                to settle disputes arising from or in connection with this Deed (including
                any dispute about the existence, the validity and the termination
                of this
                Deed) (a “Dispute”). 

            


    

    
      	
              12.2.2

            	
              The
                Parties agree that the District Court of Amsterdam, the Netherlands,
                is
                the most appropriate and obvious court to settle a Dispute and, therefore,
                none of the Parties will state otherwise.


            


    

    
      	
              12.2.3

            	
              The
                article 12.2 was exclusively drawn up for the Mortgagee. Therefore,
                the
                Mortgagee cannot be prevented from instituting proceedings before
                another
                competent court in connection with a Dispute. As far as legally
                permissible, the Mortgagee may institute simultaneous proceedings
                in any
                other jurisdiction. 

            


    

    
      	
              12.3

            	
              Address
                for service 

            


    

    
      	
               

            	
              For
                the purpose of a possible service or for any other legal requirement
                the
                Mortgagor and the Mortgagee choose their respective addresses mentioned
                at
                the beginning of this Deed as their addresses for service. In addition,
                the Mortgagee and the Mortgagor have chosen the offices of the custodian
                of the original copy of this Deed, presently the offices of Loyens
&
                Loeff N.V., (1076 ED) Amsterdam, Fred. Roeskestraat 100, the Netherlands,
                as their address for service. 

            


    

    
      	
              12.4

            	
              Acceptance
                applicable law/power of attorney 

            


    

    
      	
               

            	
              If
                one of the Parties is represented by an authorized representative
                in
                connection with the execution of this Deed or any other agreement
                or
                document pursuant to this Deed: 

            


    

    
      	
               

            	
              a.

            	
              the
                existence and the scope of the power of attorney; and
                

            


    

    
      	
               

            	
              b.

            	
              the
                consequences of the acts or the scope of the acts pursuant to this
                power
                of attorney, 

            


    

    
      	
               

            	
              will
                be governed by the law determined by the power of attorney, under
                which
                law the authorized representative was appointed, provided that such
                law
                has been accepted by the other Parties.


            


    

    
      	
              12.5

            	
              The
                Royal Notarial Association 

            


    

    
      	
              12.5.1

            	
              The
                Mortgagor states that he is aware that mr. W.A.
                Groen,
                civil-law notary practising in Amsterdam, the Netherlands, is associated
                with Loyens & Loeff N.V. of Amsterdam, which firm is acting as the
                external legal advisor of the Mortgagee.


            


    

    
      	
              12.5.2

            	
              With
                reference to the provisions of the Rules concerning the Professional
                Code
                of Conduct as adopted by the membership council of the Royal Notarial
                Association, the Mortgagee expressly states to agree that the Mortgagee
                will be assisted by Loyens & Loeff N.V. in all cases pertaining to
                this Deed and all potential disputes arising from it.
                

            


    

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    Final
      clauses

    The
      parties appearing have sufficiently proved their identity to me, civil-law
      notary.

    This
      Deed
      was executed in Amsterdam on the date mentioned at the beginning of this
      Deed.

    The
      substance of this deed was communicated and explained to the persons
      appearing.

    The
      persons appearing stated that they did not require the deed to be read out
      in
      full, that they read the contents of this deed in good time before its execution
      and that they agree with the contents.

    Immediately
      following its limited reading, this deed was signed at fifteen hours and six
      minutes, first by the persons appearing and then by me, civil-law notary.


    
      
         

      

      
        14