f8k0801_x1014-riic.htm


    Exhibit
      10.14
€ 100,000,000 Term Loan Agreement with Bank of
      Scotland

     

    execution
      copy


    
      	
              
              

              €
                100,000,000

              
              

              TERM
                LOAN FACILITY AGREEMENT

              
              

            
	
              DATED
                21 December 2007

            
	
              for

            
	
              ROYAL
                INVEST EUROPE B.V.

            
	
              arranged
                by

            
	
              BANK
                OF SCOTLAND PLC

            
	
              as
                Arranger

            
	
              with

            
	
              BANK
                OF SCOTLAND PLC

            
	
              acting
                as Facility Agent

            
	
              and

            
	
              BANK
                OF SCOTLAND PLC

            
	
              acting
                as Security Agent

            
	
              and

            
	
              BANK
                OF SCOTLAND PLC

            
	
              as
                Original Lender

            
	
              and

            
	
              BANK
                OF SCOTLAND PLC

              (acting
                through its Treasury Division)

            
	
              as
                Hedge Counterparty

            


    

    



    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDEX

    Clause Page

    


    
      	 Clause 	 	
               

            	
               Page

            
	 	 	 	 
	 1  	 DEFINITIONS
              AND INTERPRETATION	 	
               1

            
	 2	 
THE
              FACILITY	 	
               23

            
	 3	 PURPOSE	 	
               24

            
	 4	 CONDITIONS
              PRECEDENT	 	
               24

            
	 5	 UTILISATION	 	
               26

            
	 6	 REPAYMENT	 	
               28

            
	 7	 ILLEGALITY,
              VOLANTARY PREPAYMENT AND CANCELLATION	 	
               28

            
	 8	 MANDATORY
              PREPAYMENT	 	
               30

            
	 9	 RESTRICTIONS	 	
               31

            
	 10	 INTEREST	 	
               33

            
	 11	 INTEREST
              PERIODS	 	
               35

            
	 12	 CHANGES
              TO THE CALCULATION OF INTEREST	 	
               36

            
	 13	 FEES	 	
               38

            
	 14	 TAX
              GROSS UP AND INDEMNITIES	 	
               39

            
	 15	 INCREASED
              COSTS	 	
               42

            
	 16	 OTHER
              INDEMNITIES	 	
               43

            
	 17	 MITIGATION
              BY THE LENDERS	 	
               45

            
	 18	 COSTS
              AND EXPENSES	 	
               45

            
	 19	 GUARANTEE
              AND INDEMNITY	 	
               47

            
	 20	 BANK
              ACCOUNTS	 	
               50

            
	 21	 REPRESENTATIONS	 	
               55

            
	 22	 INFORMATION
              UNDERTAKINGS	 	
               64

            
	 23	 FINANCIAL
              COVENANTS	 	
               68

            
	 24	 GENERAL
              UNDERTAKINGS	 	
               68

            
	 25	 PROPERTY
              COVENANTS	 	
               76

            
	 26	 DISPOSALS
              AND SUBSTITUTIONS	 	
               84

            
	 27  	 EVENTS
              OF DEFAULT	 	
               85

            
	 28  	 SECURITY	 	
               90

            
	 29	 CHANGES
              TO THE LENDERS	 	
               93

            
	 30	 
CHANGES
              TO THE OBLIGORS	 	
               99

            
	 31	 ROLE
              OF THE FACILITY AGENT, THE SECURITY AGENT, THE ARRANGER AND
              OTHERS	 	
               101

            
	 32	 CONDUCT
              OF BUSINESS BY THE FINANCE PARTIES	 	
               111

            
	 33	 SHARING
              AMONG THE FINANCE PARTIES	 	
               111

            
	 34  	 PAYMENT
              MECHANICS	 	
               114

            
	 35	 SET-OFF	 	
               117

            
	 36	 NOTICES	 	
               117

            
	 37	 CALCULATIONS
              AND CERTIFICATES	 	
               120

            
	38  	 PARTIAL
              INVALIDITY	 	
               121

            
	 39	 REMEDIES
              AND WAIVERS	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 40	 AMENDMENTS
              AND WAIVERS	 	
               121

            
	 41	 COUNTERPARTS	 	
               122

            
	 42	 WAIVER	 	
               122

            
	 43	 GOVERNING
              LAW	 	
               123

            
	 44  	 ENFORCEMENT	 	
               123

            


    

     

    


    SCHEDULES

    


    Schedule
      1 (The Original Parties and
      Properties)

    Schedule
      2 (Conditions Precedent)

    1.1.1(a)(i)(A)AaSchedule
      3 (Requests)

    Schedule
      4 (Mandatory Cost Formula)

    Schedule
      5 (Form of Transfer Certificate)

    Schedule
      6 (Form of Compliance Certificate)

    1.1.1(a)(i)(A)AaSchedule
      7 (Form of Accession
      Letter)

    1.1.1(a)(i)(A)AaSchedule
      8 (Form of Resignation
      Letter)

    Schedule
      9(Property Information)

    Schedule
      10 (Property Details)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT is dated 21 December 2007 and made between:

    


    
      	
              (1)  

            	
              ROYAL
                INVEST EUROPE B.V.
                a private company with limited liability (besloten vennootscap
                met
                beperkte aansprakelijkheid), incorporated and existing under Dutch
                law and having its official seat (statutaire zetel) in
                Amsterdam, the Netherlands and having its principal place of business
                at
                Ditlaar 7, (1066EE) Amsterdam, the Netherlands, registered with the
                trade
                register of the chamber of commerce under number 34130365 (the "Parent");

            


    

     

    
      	
              (2)  

            	
              ROYAL
                INVEST EUROPE B.V.
                as borrower (the "Original
                Borrower");

            


    

     

    
      	
              (3)  

            	
              ROYAL
                INVEST EUROPE B.V.
                as guarantor ( the "Original
                Guarantor");

            


    

     

    
      	
              (4)  

            	
              BANK
                OF SCOTLAND PLC as
                mandated lead arranger (the "Arranger");

            


    

     

    
      	
              (5)  

            	
              THE
                FINANCIAL
                INSTITUTIONS listed in Part II of Schedule
                1 (The
                Parties) as lenders (the "Original
                Lender");

            


    

     

    
      	
              (6)  

            	
              BANK
                OF SCOTLAND PLC as
                facility agent of the other Finance Parties (the "Facility
                Agent");

            


    

     

    
      	
              (7)  

            	
              BANK
                OF SCOTLAND PLC as
                security agent for the Finance Parties (the "Security Agent");
                and

            


    

     

    
      	
              (8)  

            	
              BANK
                OF SCOTLAND PLC
                (acting through its Treasury Division) as counterparty to certain
                Hedging
                Agreements (the "Original
                Hedge Counterparty").

            


    

     

    IT
      IS
      AGREED as follows:

     

    SECTION
      1

    INTERPRETATION

    


    
      	
              1  

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    
      	
              1.1.1  

            	
              In
                this Agreement (including its recitals and the
                Schedules):

            


    

     

    "Accession
      Letter" means a
      document substantially in the form set out in Schedule 7 (Form of
      Accession Letter).

    


    "Account"
      means any Collection
      Account, the General Account or the Rent Account.

    


    "Accounting
      Principles" means
      generally accepted accounting principles in the Netherlands, including
      IFRS.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    "Additional
      Borrower" means the
      companies listed on Part IB of Schedule 1
      (Additional Obligors) and any other company who becomes an Additional Borrower
      in accordance with Clause 30 (Changes to the Obligors).

    


    "Additional
      Guarantor" means
      listed on Part IB of Schedule 1
      (Additional Obligors) and any other company who becomes an Additional Guarantor
      in accordance with Clause 30 (Changes to the Obligors).

    


    "Additional
      Obligor" means an
      Additional Borrower or an Additional Guarantor.

    


    "Additional
      Property" has the
      meaning given thereto in Clause 26.4 (Additional Properties).

    


    "Additional
      Property Company"
      has the meaning given thereto in Clause 26.4 (Additional
      Properties).

    


    "Affiliate"
      means, in relation
      to any person, a Subsidiary of that person or a Holding Company of that person
      or any other Subsidiary of that Holding Company.

    


    "Agreement"
      means this facility
      agreement.

    


    "Agreement
      for Lease" means an
      agreement to grant an Occupational Lease of all or part of a
      Property.

    


    "Allocated
      Loan Amount" means,
      in respect of a Property, the amount set out opposite that Property in Schedule 10 (Property
      Details).

    


    "Acquisition
      Documents" means
      any Sale and Purchase Agreement, any deed of transfer in respect of the
      Properties, any deed of transfer in respect of the shares in the capital of
      an
      Obligor who owns Property and any other document designated as an "Acquisition
      Document" by the Facility Agent and the Parent.

    


    "Apartment
      Rights" means an
appartementsrecht,
      pursuant to Section 5:106 of the Dutch Civil Code (or any similar right), in
      respect of a Property.

    


    "Auditors"
      means one of Cox
& Partners, PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte or
      such other firm approved in advance by the Majority Lenders (such approval
      not
      to be unreasonably withheld or delayed).

    


    "Authorisation"
      means an
      authorisation, consent, approval, resolution, licence, exemption, filing,
      notarisation or registration.

    


    "Availability
      Period" means the
      period from and including the date of this Agreement to and including the date
      falling one (1) month prior to the Final Maturity Date.

    


    "Available
      Commitment" means,
      in relation to the Facility, a Lender's Commitment under the Facility
      minus:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (a)   
                  

            	
              its
                participation in any outstanding Loans under the Facility;
                and

            


    

     

    
      	
              (b)  
                  

            	
              in
                relation to any proposed Loans, its participation in any other Loans
                that
                are due to be made under the Facility on or before the proposed
                Utilisation Date.

            


    

     

    "Available
      Facility" means, in
      relation to the Facility, the aggregate for the time being of each Lender's
      Available Commitment in respect of the Facility.

    


    "Borrower"
      means:

    


    
      	
              (a)    
                 

            	
              the
                Original Borrower; or

            


    

    


    
      	
              (b)    
                 

            	
              any
                Additional Borrower,

            


    

    


    unless
      it
      has ceased to be an Obligor in accordance with Clause 30 (Changes to the
      Obligors).

    


    "Break
      Costs" means the amount
      (if any) by which:

    


    
      	
              (a)    
                 

            	
              the
                interest which a Lender should have received for the period from
                the date
                of receipt of all or any part of its participation in a Loan or Unpaid
                Sum
                to the last day of the current Interest Period in respect of that
                Loan or
                Unpaid Sum, had the principal amount or Unpaid Sum received been
                paid on
                the last day of that Interest
                Period;

            


    

    


    exceeds:

    


    
      	
              (b)   
                  

            	
              the
                amount which that Lender would be able to obtain by placing an amount
                equal to the principal amount or Unpaid Sum received by it on deposit
                with
                a leading bank in the European interbank market for a period starting
                on
                the Business Day following receipt or recovery and ending on the
                last day
                of the current Interest Period.

            


    

    


    "Building
      Rights" means an
opstalrecht, pursuant
      to Section 5:101 of the Dutch Civil Code (or any similar right), in respect
      of a
      Property.

    


    "Business
      Day" means a day
      (other than a Saturday or Sunday) on which banks are open for general business
      in Amsterdam, the Netherlands and any TARGET Day.

    


    "Charged
      Property" means all of
      the assets of the Obligors or any other person which from time to time are,
      or
      are expressed to be, the subject of the Transaction Security.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    "Collection
      Account" has the
      meaning given to that term in Clause 20.1 (Designation of Accounts)
      .

    


    "Commitment"
      means:

    


    
      	
              (a)    
                 

            	
              in
                relation to an Original Lender, the amount set opposite its name
                under the
                heading "Commitment" in Part II of Schedule
                1 (The
                Original Parties) and the amount of any other Commitment transferred
                to it
                under this Agreement; and

            


    

    


    
      	
              (b)    
                 

            	
              in
                relation to any other Lender, the amount of any Commitment transferred
                to
                it under this Agreement,

            


    

    


    to
      the
      extent not reduced pursuant to Clause 5.5 (Reduction of Commitment) or
      cancelled, reduced otherwise or transferred by it under this
      Agreement.

    


    "Compliance
      Certificate" means
      a certificate substantially in the form as set out in Schedule 6 (Form of
      Compliance Certificate).

    


    "Constitutional
      Documents"
      means the deed of incorporation (oprichtingsakte) and the
      articles of association (statuten) of an Obligor and
      any other document designated as a "Constitutional Document" by the Facility
      Agent and the Parent.

    


    "Dangerous
      Substance" means any
      radioactive emissions and any natural or artificial substance (whether in the
      form of a solid, liquid, gas or vapour) the generation, transportation, storage,
      treatment, use or disposal of which (whether alone or in combination with any
      other substance) and including (without limitation) any controlled, special,
      hazardous, toxic, radioactive or dangerous waste, is capable of causing harm
      to
      any living organism or damaging the Environment or public health.

    


    "Debt
      Service Cover" means, at
      any time, projected annual rental as a percentage of projected annual finance
      costs at that time. For the purpose of this definition:

    


    
      	
              (a)    
                 

            	
              projected
                annual finance costs means an estimate by the Facility Agent of the
                aggregate amount payable to the Finance Parties (including scheduled
                principal repayments) under the Finance Documents during any year
                in
                respect of which the Facility Agent has estimated projected annual
                rental;

            


    

    


    
      	
              (b)    
                 

            	
              projected
                annual rental means an estimate by the Facility Agent, as at any
                date, of
                the passing net rental income that will be received during the year
                commencing on that date;

            


    

    


    
      	
              (c)   
                  

            	
              in
                determining projected annual finance costs the Facility Agent will
                take
                into account any amount payable or receivable by an Obligor during
                the
                relevant year under any Hedging Agreement;
                and

            


    

    


    
      	
              (d)    
                 

            	
              in
                determining projected annual rental, the Facility Agent will
                assume:

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              (i)      
                 

            	
              a
                break clause under any Lease Document will be deemed to be exercised
                at
                the earliest date available to the relevant
                tenant;

            


    

    


    
      	
              (ii)       

            	
              net
                rental income will be ignored unless payable under an unconditional
                and
                binding Lease Document;

            


    

    


    
      	
              (iii)    
                 

            	
              potential
                rental income increases as a result of rent reviews will be ignored
                other
                than where there are fixed rental increases under the relevant Lease
                Documents;

            


    

    


    
      	
              (iv)    
                 

            	
              net
                rental income payable by a tenant that is more than one month in
                arrears
                on its rental payments will be ignored;
                and

            


    

    


    
      	
              (v)    
                  

            	
              net
                rental income will be reduced by the amounts (together with any related
                value added or similar taxes) of ground rent, rates, service charges,
                insurance premia, maintenance and other outgoings with respect to
                a
                Property to the extent that any of those items are not fully funded
                by the
                tenants under the Lease Documents.

            


    

    


    "Default"
      means an Event of
      Default or any event or circumstance specified in Clause 27 (Events of Default)
      which would (with the expiry of a grace period, the giving of notice, the making
      of any determination under the Finance Documents or any combination of any
      of
      the foregoing) be an Event of Default.

    


    "Disposal"
      means a disposal by
      an Obligors of any Property or by a person of any share in the capital of an
      Obligor.

    


    "Environment"
      means all, or any
      of, the following media: the air (including, without limitation, the air within
      buildings and the air within other natural or man-made structures above or
      below
      ground), water (including, without limitation, ground and surface water) and
      land (including, without limitation, surface and sub-surface soil).

    


    "Environmental
      Approval" means
      any permit and other Authorisation and the filing of any notification, report
      or
      assessment required under any Environmental Law for the operation of the
      business of any Obligor conducted on or from the Properties owned or used by
      any
      Obligor.

    


    "Environmental
      Claim" means any
      claim by any person:

    


    
      	
              (a)   
                  

            	
              in
                respect of any loss or liability suffered or incurred by that person
                as a
                result of or in connection with any violation of Environmental Law;
                or

            


    

    


    
      	
              (b)   
                  

            	
              that
                arises as a result of or in connection with Environmental Contamination
                and that is capable of giving rise to any remedy or penalty (whether
                interim or final) that may be enforced or assessed by private or
                public
                legal action or administrative order or proceedings including, without
                limitation, any such claim that arises from injury to persons or
                property.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    "Environmental
      Contamination"
      means each of the following and their consequences:

     

    
      	
              (a)   
                  

            	
              any
                release, emission, leakage or spillage of any Dangerous Substance
                at or
                from any site part of a Property owned by an Obligor into any part
                of the
                Environment;

            


    

    


    
      	
              (b)    
                 

            	
              any
                accident, fire, explosion or sudden event at any site owned or occupied
                by
                an Obligor which is directly caused by or attributable to any Dangerous
                Substance; or

            


    

    


    
      	
              (c)    
                 

            	
              any
                other pollution of the Environment arising at or from any site part
                of the
                Property (legally or beneficially) owned or occupied by an
                Obligor.

            


    

    


    "Environmental
      Law" means any
      applicable law or regulation which relates to:

    


    
      	
              (a)    
                 

            	
              the
                pollution or protection of the
                Environment;

            


    

    


    
      	
              (b)    
                 

            	
              harm
                to or the protection of human
                health;

            


    

    


    
      	
              (c)    
                 

            	
              the
                conditions of the workplace;

            


    

    


    
      	
              (d)    
                 

            	
              any
                emission or substance capable of causing harm to any living organism
                or
                the environment; or

            


    

    


    
      	
              (e)    
                 

            	
              Dangerous
                Substance.

            


    

    


    "Environmental
      Report"
      means

    


    
      	
              (a)    
                 

            	
              an
                environmental report prepared by Arcadis and dated on or about the
                date
                hereof relating to the Properties;
                or

            


    

    


    
      	
              (b)    
                 

            	
              any
                other environmental report acceptable to the Facility Agent relating
                to
                the Properties,

            


    

    


    addressed
      to, and/or capable of being relied upon by, the Arranger and the other Finance
      Parties.

    


    "EURIBOR"
      means, in relation to
      any Loan:

    


    
      	
              (a)   
                  

            	
              the
                applicable Screen Rate; or

            


    

    


    
      	
              (b)   
                  

            	
              (if
                no Screen Rate is available for the Interest Period of that Loan)
                the
                arithmetic mean of the rates (rounded upwards to four decimal places)
                as
                supplied to the Facility Agent at its request quoted by the Reference
                Banks to leading banks in the European Interbank
                Market,

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    as
      of
      11:00 a.m. on the Quotation Day for the offering of deposits in euro for a
      period comparable to the Interest Period of the relevant Loan.

    


    "Event
      of Default" means any
      event or circumstance specified as such in Clause 27 (Events of
      Default).

    


    "Facility"
      means the term loan
      facility made available under this Agreement as described in Clause 2.1 (The
      Facility).

    


    "Facility
      Office"
      means:

    


    
      	
              (a)    
                 

            	
              in
                respect of a Lender, the office or offices notified by that Lender
                to the
                Facility Agent in writing on or before the date it becomes a Lender
                (or,
                following that date, by not less than five Business Days' written
                notice)
                as the office or offices through which it will perform its obligations
                under this Agreement; or

            


    

    


    
      	
              (b)    
                 

            	
              in
                respect of any other Finance Party, the office in the jurisdiction
                in
                which it is resident for tax
                purposes.

            


    

    


    "Fitch"
      means Fitch Ratings
      Limited or any successor to its rating business.

     

    "Fee
      Letter" means any letter
      or letters dated on or about the date of this Agreement between the Arranger
      and
      the Parent (or the Facility Agent and the Parent or the Security Agent and
      the
      Parent) setting out any of the fees referred to in Clause 13
      (Fees).

    


    "Final
      Maturity Date" means in
      relation to the Facility, the date falling 6 years after the first Utilisation
      Date.

    


    "Finance
      Document" means this
      Agreement, any Fee Letter, any Hedging Agreement, the Subordination Agreement,
      any Transaction Security Document, any Utilisation Request, any Transfer
      Certificate, any Accession Letter, any Resignation Letter, any Compliance
      Certificate and any other document designated as a "Finance Document" by the
      Facility Agent and the Parent.

    


    "Finance
      Party" means the
      Facility Agent, the Arranger, the Security Agent, any Lender or any Hedge
      Counterparty.

    


    "Financial
      Indebtedness" means
      any indebtedness for or in respect of:

    


    
      	
              (a)    
                 

            	
              monies
                borrowed;

            


    

    


    
      	
              (b)    
                 

            	
              any
                amount raised by acceptance under any acceptance credit facility
                or
                dematerialised equivalent;

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
              (c)    
                 

            	
              any
                amount raised pursuant to any note purchase facility or the issue
                of
                bonds, notes, debentures, loan stock or any similar
                instrument;

            


    

    


    
      	
              (d)    
                 

            	
              the
                amount of any liability in respect of any lease or hire purchase
                contract
                which would, in accordance with the Accounting Principles, be treated
                as a
                finance or capital lease;

            


    

    


    
      	
              (e)    
                 

            	
              receivables
                sold or discounted (other than any receivables to the extent they
                are sold
                on a non-recourse basis);

            


    

    


    
      	
              (f)    
                 

            	
              any
                Treasury Transaction (and, when calculating the value of that Treasury
                Transaction, only the marked to market value as at the relevant date
                on
                which Financial Indebtedness is calculated (or, if any actual amount
                is
                due as a result of the termination or close-out of that Treasury
                Transaction, that amount) shall be taken into
                account);

            


    

    


    
      	
              (g)    
                 

            	
              any
                counter-indemnity obligation in respect of a guarantee, bond, standby
                or
                documentary letter of credit or any other instrument issued by a
                bank or
                financial institution;

            


    

    


    
      	
              (h)    
                 

            	
              any
                amount of any liability under an advance or deferred purchase agreement
                if
                (a) one of the primary reasons behind entering into the agreement
                is to
                raise finance or (b) the agreement is in respect of the supply of
                assets
                or services and payment is due more than 30 days after the date of
                supply;

            


    

    


    
      	
              (i)    
                 

            	
              any
                amount raised under any other transaction (including any forward
                sale or
                purchase agreement) having the commercial effect of a borrowing;
                and

            


    

    


    
      	
              (j)    
                 

            	
              the
                amount of any liability in respect of any guarantee for any of the
                items
                referred to in paragraphs (a) to (i)
                above.

            


    

    


    "Financial
      Quarter" means each
      period of three (3) Months ending on 31 March, 30 June, 30 September and 31
      December of each year.

    


    "Financial
      Year" means each
      period of twelve (12) Months ending on 31 December of each year.

    


    "Funds
      Flow Statement" means
      the funds flow letter in agreed form, as set out in the notary letter dated
      on
      or about the date of this Agreement.

    


    "General
      Account" has the
      meaning given to that term in Clause 20.1 (Designation of
      Accounts).

    


    "Group"
      means the Parent, each
      Obligor (other than the Parent) and each of its Subsidiaries for the time
      being.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    "Group
      Structure Chart" means
      the group structure chart in the agreed form.

    


    "Guarantor"
      means:

    


    
      	
              (a)    
                 

            	
              the
                Original Guarantor; or

            


    

    


    
      	
              (b)    
                 

            	
              any
                Additional Guarantor,

            


    

    


    unless
      it
      has ceased to be an Obligor in accordance with Clause 30 (Changes to the
      Obligors).

    


    "Hedging
      Agreement" means any
      ISDA Master agreement (in the form published in 1992 by the International Swaps
      and Derivatives Association Inc.), confirmation, schedule or other agreement
      in
      agreed form entered into or to be entered into by the Parent and a Hedge
      Counterparty for the purpose of hedging interest rate liabilities in relation
      to
      the Facility

    


    "Hedge
      Counterparty" means the
      Original Hedge Counterparty or any other hedge counterparty acceptable to the
      Facility Agent who becomes a hedge counterparty under this Agreement in
      accordance with Clause 10.3.2.

    


    "Holding
      Company" means, in
      relation to a company or corporation, any other company or corporation in
      respect of which it is a Subsidiary.

    


    "IFRS"
      means international
      accounting standards within the meaning of IAS Regulation 1606/2002 to the
      extent applicable to the relevant financial statements.

    


    “Initial
      Valuation” means the
      Valuation prepared by the Valuer in respect of each Property and addressed
      to,
      and/or capable of being relied upon by, the Arranger and the other Finance
      Parties.

    


    "Interest
      Cover" means, at any
      time, projected annual rental as a percentage of projected annual finance costs
      at that time. For the purpose of this definition:

    


    
      	
              (a)    
                 

            	
              projected
                annual finance costs means an estimate by the Facility Agent of the
                aggregate amount payable to the Finance Parties (excluding scheduled
                principal repayments) under the Finance Documents during any year
                in
                respect of which the Facility Agent has estimated projected annual
                rental;

            


    

    


    
      	
              (b)    
                 

            	
              projected
                annual rental means an estimate by the Facility Agent, as at any
                date, of
                the passing net rental income that will be received during the year
                commencing on that date;

            


    

    


    
      	
              (c)    
                 

            	
              in
                determining projected annual finance costs the Facility Agent will
                take
                into account any amount payable or receivable by an Obligor during
                the
                relevant year under any Hedging Agreement;
                and

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              (d)    
                 

            	
              in
                determining projected annual rental, the Facility Agent will
                assume:

            


    

    


    
      	
              (i)      
                 

            	
              a
                break clause under any Lease Document will be deemed to be exercised
                at
                the earliest date available to the relevant
                tenant;

            


    

    


    
      	
              (ii)     
                 

            	
              net
                rental income will be ignored unless payable under an unconditional
                and
                binding Lease Document;

            


    

    


    
      	
              (iii)    
                 

            	
              potential
                rental income increases as a result of rent reviews will be ignored
                other
                than where there are fixed rental increases under the relevant Lease
                Documents;

            


    

    


    
      	
              (iv)    
                 

            	
              net
                rental income payable by a tenant that is more than one month in
                arrears
                on its rental payments will be ignored;
                and

            


    

    


    
      	
              (v)     
                 

            	
              net
                rental income will be reduced by the amounts (together with any related
                value added or similar taxes) of ground rent, rates, service charges,
                insurance premia, maintenance and other outgoings with respect to
                a
                Property to the extent that any of those items are not fully funded
                by the
                tenants under the Lease Documents.

            


    

    


    "Interest
      Payment Date" means
      15 January, 15 April, 15 July and 15 October with the first interest payment
      date being 15 April 2008.

     

    "Interest
      Period" means, in
      relation to a Loan, each period determined in accordance with Clause 11
      (Interest Periods) and, in relation to an Unpaid Sum, each period determined
      in
      accordance with Clause 10.3 (Default interest).

    


    "Lease
      Document"
      means:

    


    
      	
              (a)    
                 

            	
              an
                Agreement for Lease;

            


    

    


    
      	
              (b)    
                 

            	
              an
                Occupational Lease; or

            


    

    


    
      	
              (c)    
                 

            	
              any
                other document designated as such by the Facility Agent and the
                Parent.

            


    

    


    "Leasehold
      Interest" means a
      leasehold interest (erfpachtsrecht), pursuant to
      Section 5:85 of the Dutch Civil Code (or similar right), in respect of a
      Property.

    


    "Legal
      Opinion" means any legal
      opinion delivered to the Facility Agent under Clause 4 (Conditions Precedent)
      or
      Clause 30 (Changes to the Obligors).

    


    "Legal
      Reservations"
      means:

    


    
      	
              (a)    
                 

            	
              the
                principle that equitable remedies may be granted or refused at the
                discretion of a court and the limitation of enforcement by laws relating
                to insolvency, reorganisation and other laws generally affecting
                the
                rights of creditors;

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              (b)    
                 

            	
              similar
                principles, rights and defences under the laws of any Relevant
                Jurisdiction; and

            


    

    


    
      	
              (c)    
                 

            	
              any
                other matters which are set out as qualifications or reservations
                as to
                matters of law of general application in the Legal
                Opinions.

            


    

    


    "Lender"
      means:

    


    
      	
              (a)    
                 

            	
              any
                Original Lender; and

            


    

    


    
      	
              (b)    
                 

            	
              any
                bank, financial institution, trust, fund or other entity which has
                become
                a Party in accordance with Clause 29 (Changes to the
                Lenders),

            


    

    


    which
      in
      each case has not ceased to be a Party in accordance with the terms of this
      Agreement.

    


    "Loan"
      means a loan made or to
      be made under the Facility or the principal amount outstanding for the time
      being of that loan.

    


    "Loan
      to Value" means, at any
      time, the Loans as a percentage of the value of the Portfolio (determined in
      accordance with the most recent Valuation at that time).

    


    "Major
      Lease" means an
      Occupational Lease under which the annual rent exceeds € 50,000.

     

    "Majority
      Lenders" means a
      Lender or Lenders whose Commitment aggregate more than 66 2/3 per cent. of
      the
      Commitment (or, if the Commitments has been reduced to zero, aggregated more
      than 66 2/3 per cent. of the Commitment immediately prior to that
      reduction).

     

    "Managing
      Agent" means Royal
      Invest Develop and Services B.V. or any other managing agent appointed by an
      Obligor in respect of the Properties with the approval of the Facility
      Agent.

    


    "Mandatory
      Cost" means the
      percentage rate per annum calculated by the Facility Agent in accordance with
      0
      (Mandatory Cost Formula).

    


    "Margin"
      means 1.32 per cent.
      per annum;

    


    "Material
      Adverse Effect" means
      in the reasonable opinion of the Majority Lenders a material adverse effect
      on:

    


    
      	
              (a)    
                 

            	
              the
                business, operations, property, condition (financial or otherwise)
                or
                prospects of an Obligor;

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              (b)    
                 

            	
              the
                ability of an Obligor to perform its obligations under the Transaction
                Documents; or

            


    

    


    
      	
              (c)    
                 

            	
              the
                validity or enforceability of, or the effectiveness or ranking of
                any
                Security granted or purporting to be granted pursuant to any of,
                the
                Finance Documents or the rights or remedies of any Finance Party
                under any
                of the Finance Documents.

            


    

    


    "Month"
      means a period starting
      on one day in a calendar month and ending on the numerically corresponding
      day
      in the next calendar month, except that:

    


    
      	
              (a)   
                   

            	
              (subject
                to paragraph (c) below) if the numerically corresponding day is not
                a
                Business Day, that period shall end on the next Business Day in that
                calendar month in which that period is to end if there is one, or
                if there
                is not, on the immediately preceding Business
                Day;

            


    

    


    
      	
              (b)   
                  

            	
              if
                there is no numerically corresponding day in the calendar month in
                which
                that period is to end, that period shall end on the last Business
                Day in
                that calendar month; and

            


    

    


    
      	
              (c)   
                  

            	
              if
                an Interest Period begins on the last Business Day of a calendar
                month,
                that Interest Period shall end on the last Business Day in the calendar
                month in which that Interest Period is to
                end.

            


    

    


    The
      above
      rules will only apply to the last Month of any period. "Monthly" shall be construed
      accordingly.

    


    "Moody's"
      means Moody's
      Investor Services Limited or any successor to its rating business.

    


    “Net
      Rental Income” means
      Rental Income other than Tenant Contributions.

    


    "Obligor"
      means a Borrower or a
      Guarantor.

    


    "Occupational
      Lease" means any
      lease or licence or other right of occupation or right to receive rent to which
      a Property may at any time be subject.

    


    "Original
      Financial Statements"
      means:

    


    
      	
              (a)   
                  

            	
              in
                relation to the Parent, its annual financial statements for its Financial
                Year ending in December 2006;

            


    

    


    
      	
              (b)   
                  

            	
              in
                relation to the Additional Obligors set out in Schedule
                1 Part
                IB (Additional Obligors),

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
              (i)     
                  

            	
              in
                respect of Alfang B.V., its semi-annual financial statements for
                its
                financial semi-annual period ending in June 2007;
                and

            


    

    


    
      	
              (ii)    
                  

            	
              in
                respect of Amogb B.V., its annual financial statements for its Financial
                Year ending in December 2006; and

            


    

    


    
      	
              (c)   
                   

            	
              in
                relation to any other Obligor, its audited financial statements delivered
                to the Facility Agent as required by Clause 30 (Changes to the
                Obligors).

            


    

    


    "Participating
      Member State"
      means any member state of the European Communities that adopts or has adopted
      the euro as its lawful currency in accordance with legislation of the European
      Community relating to Economic and Monetary Union.

    


    "Party"
      means a party to this
      Agreement.

    


    "Permitted
      Operating Costs"
      means the reasonable irrevocable operating costs incurred by an Obligor with
      respect to the Properties, including:

    


    
      	
              (a)    
                 

            	
              non-recoverable
                rates, service charges, insurance premia and other expenses relating
                to
                the day-to day- upkeep of the
                Properties;

            


    

    


    
      	
              (b)    
                 

            	
              regular
                and scheduled repair, maintenance and capital expenditure costs at
                a level
                sufficient to maintain the current quality of the Properties (and
                acceptable to the Facility Agent);

            


    

    


    
      	
              (c)    
                 

            	
              property
                related taxes;

            


    

    


    
      	
              (d)    
                 

            	
              asset
                management fees no exceeding 2.5 per cent. of the aggregate Net Rental
                Income of each Property  in any financial
                year.

            


    

    


    “Portfolio”
means
      all
      Properties taken together.

    


    "Property"
      means

    


    
      	
              (a)    
                 

            	
              a
                property as described in Schedule
                10
                (Property Details); or

            


    

    


    
      	
              (b)    
                 

            	
              any
                Additional Property,

            


    

    


    (including
      its fixtures (bestanddelen), fittings
      (inrichting) and
      improvements) and, where the context so requires, includes the buildings on
      that
      Property (and any rights of any nature pertaining to that Property which an
      Obligor have).

    


    "Property
      Management Agreement"
      means

    


    
      	
              (a)    
                 

            	
              the
                property management agreement dated on or about the date hereof by
                and
                between the Parent and the Managing Agent, relating to certain
                Properties;

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              (b)    
                 

            	
              the
                property management agreement dated on or about the date hereof by
                and
                between Alfang B.V. and the Managing Agent, relating to certain
                Properties;

            


    

    


    
      	
              (c)   
                  

            	
              the
                property management agreement dated on or about the date hereof by
                and
                between Amogb B.V. and the Managing Agent, relating to certain Properties;
                or

            


    

    


    
      	
              (d)   
                  

            	
              any
                other property management agreement (acceptable to the Facility Agent)
                relating to the Properties.

            


    

    


    "Qualifying
      Lender" has the
      meaning given to that term in Clause 14 (Tax Gross up and
      Indemnities).

    


    "Quarter
      Date" means the last
      day of a Financial Quarter.

    


    "Quasi-Security"
      has the
      meaning given to that term in Clause 24.9 (Negative pledge).

    


    "Quotation
      Day" means, in
      relation to any period for which an interest rate is to be determined two TARGET
      Days before the first day of that period unless market practice differs in
      the
      European Interbank Market for a currency, in which case the Quotation Day for
      that currency will be determined by the Facility Agent in accordance with market
      practice in the European Interbank Market (and if quotations would normally
      be
      given by leading banks in the European Interbank Market on more than one day,
      the Quotation Day will be the last of those days).

    


    "Reference
      Banks" means the
      principal office in Edinburgh, United Kingdom of the Bank of Scotland plc and
      Rotterdam, the Netherlands of Fortis Bank (Nederland) N.V. or such other banks
      as may be appointed by the Facility Agent in consultation with the
      Parent.

    


    "Relevant
      Jurisdiction" means,
      in relation to an Obligor:

    


    
      	
              (a)   
                  

            	
              its
                jurisdiction of incorporation;

            


    

    


    
      	
              (b)   
                  

            	
              any
                jurisdiction where any asset subject to or intended to be subject
                to the
                Transaction Security to be created by it is
                situated;

            


    

    


    
      	
              (c)   
                  

            	
              any
                jurisdiction where it conducts its business;
                and

            


    

    


    
      	
              (d)   
                  

            	
              the
                jurisdiction whose laws govern the perfection of any of the Transaction
                Security Documents entered into by
                it.

            


    

    


    "Rent
      Account" has the meaning
      given to that term in Clause 20.1 (Designation of Accounts).

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Rental
      Income” means the
      aggregate of all amounts paid or payable to or for the account of the Obligors
      in connection with the letting of any part of the Portfolio, including each
      of
      the following amounts:

    


    
      	
              (a)    
                 

            	
              rent,
                licence fees and equivalent amounts paid or
                payable;

            


    

    


    
      	
              (b)    
                 

            	
              any
                sum received or receivable from any deposit held as security for
                performance of a tenant’s
                obligations;

            


    

    


    
      	
              (c)    
                 

            	
              a
                sum equal to any apportionment of rent allowed in favour of the
                Obligors;

            


    

    


    
      	
              (d)    
                 

            	
              any
                other moneys paid or payable in respect of occupation and/or usage
                of a
                Property and any fixture and fitting on a Property including any
                fixture
                or fitting on a Property for display or advertisement, on licence
                or
                otherwise;

            


    

    


    
      	
              (e)    
                 

            	
              any
                sum paid or payable under any policy of insurance in respect of loss
                of
                rent or interest on rent;

            


    

    


    
      	
              (f)    
                 

            	
              any
                sum paid or payable, or the value of any consideration given, for
                the
                surrender or variation of any Lease
                Document;

            


    

    


    
      	
              (g)     
                

            	
              any
                sum paid or payable by any guarantor of any occupational tenant under
                any
                Lease Document;

            


    

    


    
      	
              (h)     

            	
              any
                Tenant Contributions; and

            


    

    


    
      	
              (i)    
                 

            	
              any
                interest paid or payable on, and any damages, compensation or settlement
                paid or payable in respect of, any sum referred to above less any
                related
                fees and expenses incurred (which have not been reimbursed by another
                person) by the Obligors.

            


    

    


    "Rental
      IncomeGuarantee" means:

    


    
      	
              (a)    
                 

            	
              a
                guarantee issued by Harry Muermans and Frans Feijdherbe in favour
                of the
                Parent and the Security Agent guaranteeing the Rental Income payable
                by
                Carrara Projectontwikkeling B.V. in respect of the Property located
                at
                Franciscusweg 8-10, Hilversum, the
                Netherlands;

            


    

    


    
      	
              (b)    
                 

            	
              a
                guarantee issued by Harry Muermans in favour of the Parent and the
                Security Agent guaranteeing the Rental Income in respect of the Property
                located at Schepersmaat 4, Assen, the Netherlands secured by a cash
                deposit in the amount of € 1,000,000 under the terms and conditions of an
                escrow agreement dated on or about the date hereof;
                and

            


    

    


    
      	
              (c)    
                 

            	
              any
                other guarantee or deposit securing or guaranteeing the Rental Income
                in
                respect of a Property.

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    "Repayment
      Instalment" means
      each instalment for repayment of the Loans as determined in accordance with
      Clause 6.1.1 (Repayment of loans).

    


    "Repeating
      Representations"
      means each of the representations set out in Clause 21.

    


    “Report
      on Title”
means:

    


    
      	
              (a)  
                  

            	
               the
                due diligence report in respect of each Property prepared by Loyens
&
                Loeff N.V. and dated on or about the date hereof;
                or

            


    

    


    
      	
              (b)     

            	
              any
                other due diligence report (acceptable to the Facility Agent) in
                respect
                of a Property,

            


    

    


    addressed
      to, and/or capable of being relied upon by, the Arranger and the other Finance
      Parties.

    


    "Reports"
      means the
      Environmental Report, the Report on Title and the Structure Memorandum and
      any
      other report relating to a Property.

    


    "Requisite
      Rating" means a
      person with long or short term (as appropriate) unsecured debt instruments
      in
      issue which are neither subordinated nor guaranteed and which meet the following
      requirements:

    


    
      	
              (a)   
                  

            	
              in
                relation to a bank at which an Account is held or the Managing Agent’s
                account into which the Net Rental Income is to be
                paid:

            


    

    


    
      	
              (i)       
                  

            	
              short
                term instruments with a rating of at least "A1" by S&P, "P1" by
                Moody’s and "F1+" by Fitch; and

            


    

    


    
      	
              (ii)        
                 

            	
              long
                term instruments with a rating of at least "A+" by S&P, "A1" by
                Moody’s and "A" by Fitch; and

            


    

    


    
      	
              (b)   
                 

            	
              in
                relation to a Hedge Counterparty or a person guaranteeing the obligations
                of such Hedge Counterparty:

            


    

    


    
      	
               

            	
              (i)

            	
              short
                term instruments with a rating of at least "A1" by S&P, "P1" by
                Moody’s and "F1" by Fitch; and 

            


    

    


    
      	
               

            	
              (ii)

            	
              long
                term instruments with a rating of at least "A+" by S&P, "A1" by
                Moody’s and "A" by Fitch; and 

            


    

    


    
      	
              (c)    
                 

            	
              in
                relation to an insurance company or underwriter in relation to an
                insurance company or underwriter, long term instruments  with a
                rating of at least "A" by S&P, "A2" by Moody’s and "A" by
                Fitch.

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    "Resignation
      Letter" means, a
      letter substantially in the form as set out in Schedule 8 (Form of
      Resignation Letter).

    


    "S&P"
      means standard &
Poor's Rating Services, a division of the McGraw-Hill Companies, Inc or any
      successor to its rating business.

    


    "Sale
      and Purchase Agreement"
      means each sale and purchase agreement pursuant to which an Obligor has acquired
      a Property or shares in an Obligor who owns Property.

    


    "Screen
      Rate" means the
      percentage rate per annum determined by the Banking Federation of the European
      Union for the relevant period, displayed on the appropriate page of the Reuters
      screen. If the agreed page is replaced or service ceases to be available, the
      Facility Agent may specify another page or service displaying the appropriate
      rate after consultation with the Parent and the Lenders.

    


    "Security"
      means a mortgage,
      charge, pledge, lien or other security interest securing any obligation of
      any
      person or any other agreement or arrangement having a similar
      effect.

    


    "Selection
      Notice" means a
      notice substantially in the form set out in Part II of Schedule 3
      (Requests).

    


    "Structure
      Memorandum"
      means

    


    
      	
              (a)    
                 

            	
              the
                structure memorandum setting out, inter alia, the tax analyses, the
                flow
                of funds and the steps in connection with the acquisition and the
                financing of the Portfolio prepared by Statenconsult B.V. and dated
                on or
                about the date hereof; or

            


    

    


    
      	
              (b)    
                 

            	
              any
                other structure memorandum (acceptable to the Facility Agent) setting
                out,
                inter alia, the tax analyses, the flow of funds and the steps in
                connection with the acquisition and the financing of an Additional
                Property,

            


    

    


    addressed
      to, and/or capable of being relied upon by, the Arranger and the other Finance
      Parties.

    


    "Subsidiary"
      means in relation
      to an entity incorporated under Dutch law a "dochtermaatschappij" within
      the meaning of Section 2:24a of the Dutch Civil Code (regardless whether the
      shares or voting rights on the shares in such company are held directly or
      indirectly through another "dochtermaatschappij").

    


    "Subordination
      Agreement" means
      a subordination agreement in the agreed form to be entered into on or about
      the
      date of this Agreement between the Security Agent (on behalf of the Finance
      Parties) as senior creditors and (as requested by the Security Agent) the
      Parent, any other Obligor and/or any of its Subsidiaries as junior
      creditors.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    "Syndication
      Date" means the
      day on which the Arranger confirms that the primary syndication or
      securitisation of the Facility has been completed.

    


    "TARGET"
      means Trans-European
      Automated Real-time Gross Settlement Express Transfer payment
      system.

    


    "TARGET
      Day" means any day on
      which TARGET is open for the settlement of payments in euro.

    


    "Tax"
      means any tax, levy,
      impost, duty or other charge or withholding of a similar nature (including
      any
      penalty or interest payable in connection with any failure to pay or any delay
      in paying any of the same).

    


    “Tenant
      Contributions” means
      any amount paid to an Obligor by any tenant under a Lease Document or any other
      occupier of a Property, by way of:

    


    
      	
              (a)   
                 

            	
              contribution
                to:

            


    

    


    
      	
              (i)      
                 

            	
              insurance
                premia;

            


    

    


    
      	
              (ii)    
                  

            	
              the
                cost of an insurance valuation;

            


    

    


    
      	
              (iii)    
                 

            	
              a
                service charge in respect of an Obligor’s costs under any repairing or
                similar obligation or in providing services to a tenant of, or with
                respect to, a Property; or

            


    

    


    
      	
              (iv)      
                

            	
              a
                sinking fund; or

            


    

    


    
      	
              (b)   
                  

            	
              value
                added tax or similar taxes.

            


    

    


    "Transaction
      Documents" means
      the Finance Documents, the Acquisition Documents, any Rental Income Guarantee,
      any Property Management Agreement  and the Constitutional
      Documents.

    


    "Transaction
      Security" means
      the Security created or expressed to be created in favour of the Security Agent
      pursuant to the Transaction Security Documents.

    


    "Transaction
      Security
      Documents" means each of the documents listed as being a Transaction
      Security Document in Part I paragraph 2.2 and Part II paragraph 3.2 of Schedule 2
      (Conditions Precedent) together with any other document entered into by any
      Obligor (or any other person) creating or expressed to create any Security
      over
      all or any part of its assets in respect of the obligations of any of the
      Obligors under any of the Finance Documents.

    


    "Transfer
      Certificate" means a
      certificate substantially in the form set out in Schedule 5 (Form of
      Transfer Certificate) or any other form agreed between the Facility Agent and
      the Parent.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    "Transfer
      Date" means, in
      relation to an assignment or transfer, the later of:

    


    
      	
              (a)    
                 

            	
              the
                proposed Transfer Date specified in the relevant Transfer Certificate;
                and

            


    

    


    
      	
              (b)    
                 

            	
              the
                date on which the Facility Agent executes the relevant Transfer
                Certificate.

            


    

    


    "Treasury
      Transactions" means
      any derivative transaction entered into in connection with protection against
      or
      benefit from fluctuation in any rate or price.

    


    "Unpaid
      Sum" means any sum due
      and payable but unpaid by an Obligor under the Finance Documents.

    


    "Utilisation
      Date" means the
      date on which the Facility is utilised.

    


    "Utilisation
      Request" means a
      notice substantially in the relevant form set out in Part I of Schedule 3
      (Requests).

    


    "Valuation"
      means a valuation
      of some or all of the Properties by a Valuer, and addressed to, and/or capable
      of being relied upon by, the Arranger and the other Finance Parties and prepared
      on the basis of the open market value (ignoring portfolio effect and on an
      asset
      by asset basis, on the terms of appointment approved by the Facility
      Agent.

    


    "Valuer"
      means, in respect of
      any Valuation, King Sturge SA/NV and Diephuis Partners or any other surveyor
      or
      valuer appointed by the Facility Agent.

    


    "VAT"
      means value added tax as
      provided for in the Dutch Value Added Tax Act 1968 (Wet op de Omzetbelasting
      1968) and any other tax of a similar nature.

    


    
      	
              1.2  

            	
              Interpretation

            


    

     

    
      	
              1.2.1  

            	
              Unless
                a contrary indication appears, any reference in this Agreement (including
                its recitals and the Schedules) to:

            


    

     

    
      	
              (a)   
                  

            	
              the
                "Facility Agent",
                the "Arranger",
                any "Hedge
                Counterparty", any "FinanceParty",
                any "Lender", any "Obligor",
                any "Party", the "SecurityAgent"
                or any other
                person shall be construed so as to include its successors in title,
                permitted assigns and permitted transferees and, in the case of the
                Security Agent, any person for the time being appointed as Security
                Agent
                or Security Agent in accordance with the Finance
                Documents;

            


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	
              (b)    
                 

            	
              a
                document in "agreedform"
                is a document
                which is previously agreed in writing by or on behalf of the Parent
                and
                the Facility Agent or, if not so agreed, is in the form specified
                by the
                Facility Agent;

            


    

    


    
      	
              (c)    
                 

            	
              "assets"
                includes present
                and future properties, shares, revenues and rights of every
                description;

            


    

    


    
      	
              (d)   
                  

            	
              a
                "Finance Document"
                or a "Transaction
                Document" or any other agreement or instrument is a reference to
                that Finance Document or Transaction Document or other agreement
                or
                instrument as amended, novated, supplemented, extended or
                restated;

            


    

    


    
      	
              (e)   
                  

            	
              "guarantee"
                means (other
                than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter
                of
                credit, bond, indemnity or similar assurance against loss, or any
                obligation, direct or indirect, actual or contingent, to purchase
                or
                assume any indebtedness of any person or to make an investment in
                or loan
                to any person or to purchase assets of any person where, in each
                case,
                such obligation is assumed in order to maintain or assist the ability
                of
                such person to meet its
                indebtedness;

            


    

    


    
      	
              (f)    
                 

            	
              "indebtedness"
                includes
                any obligation (whether incurred as principal or as surety) for the
                payment or repayment of money, whether present or future, actual
                or
                contingent;

            


    

    


    
      	
              (g)     

            	
              a
                "person" includes
                any person, firm, company, corporation, government, state or agency
                of a
                state or any association, trust or partnership (whether or not having
                separate legal personality) of two or more of the
                foregoing;

            


    

    


    
      	
              (h)     

            	
              "Property"
                includes a
                Leasehold Interest and/or a Building Right and/or Apartment Right,
                as the
                case may be in connection with that
                Property;

            


    

    


    
      	
              (i)   
                  

            	
              a
                "regulation"
                includes any regulation, rule, official directive, request or guideline
                (whether or not having the force of law) of any governmental,
                intergovernmental or supranational body, agency, department or regulatory,
                self-regulatory or other authority or
                organisation;

            


    

    


    
      	
              (j)    
                 

            	
              a
                provision of law is a reference to that provision as amended or
                re-enacted; and

            


    

    


    
      	
              (k)   
                  

            	
              a
                time of day is a reference to Amsterdam
                time.

            


    

    


    
      	
              1.2.2  

            	
              Section,
                Clause and Schedule headings are for ease of reference
                only.

            


    

     

    
      	
              1.2.3  

            	
              Schedules
                form an integral part of this
                Agreement.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      	
              1.2.4  

            	
              Unless
                a contrary indication appears, a term used in any other Finance Document
                or in any notice given under or in connection with any Finance Document
                has the same meaning in that Finance Document or notice as in this
                Agreement.

            


    

     

    
      	
              1.2.5  

            	
              A
                Default (other than an Event of Default) is "continuing" if it
                has
                not been remedied or waived and an Event of Default is "continuing" if it
                has
                not been waived.

            


    

     

    
      	
              1.2.6  

            	
              Where
                under a Finance Document a Finance Party is required to act reasonably,
                it
                is reasonable for that Finance Party to act in a manner which, in
                the
                opinion of that Finance Party, is reasonably appropriate to avoid
                an
                adverse effect on the then current ratings of securities issued in
                connection with any securitisation involving this
                Agreement.

            


    

     

    
      	
              1.3  

            	
              Dutch
                terms

            


    

     

    In
      this
      Agreement, where it relates to a Dutch entity, a reference to:

     

    
      	
              (a)   
                  

            	
              a
                necessary action to authorise where applicable, includes without
                limitation:

            


    

    


    
      	
              (i)     
                  

            	
              any
                action required to comply with the Works Councils Act of the Netherlands
                (Wet op de
                ondernemingsraden); and

            


    

    


    
      	
              (ii)    
                  

            	
              obtaining
                an unconditional positive advice (advies) from
                the
                competent works council(s);

            


    

    


    
      	
              (b)    
                 

            	
              gross
                negligence means groveschuld;

            


    

    


    
      	
              (c)    
                 

            	
              negligence
                means schuld;

            


    

    


    
      	
              (d)    
                 

            	
              a
                security interest includes any mortgage (hypotheek), pledge
                (pandrecht),
                retention of title arrangement (eigendomsvoorbehoud),
                privilege (voorrecht), right
                of
                retention (rechtvanretentie),
                right to
                reclaim goods (recht
                vanreclame),
                and, in
                general, any right in rem (beperkte recht),
                created for the purpose of granting security (goederenrechtelijkzekerheidsrecht);

            


    

    


    
      	
              (e)    
                 

            	
              wilful
                misconduct means opzet;

            


    

    


    
      	
              (f)    
                 

            	
              a
                winding-up, administration or dissolution (and any of those terms)
                includes a Dutch entity being declared bankrupt (failliet verklaard) or
                dissolved (ontbonden);

            


    

    


    
      	
              (g)    
                 

            	
              a
                moratorium includes surseance van
                betaling
                and granted a moratorium includes surséance
                verleend;

            


    

    


    
      	
              (h)    
                 

            	
              any
                step or procedure taken in connection with insolvency proceedings
                includes
                a Dutch entity having filed a notice under section 36 of the Dutch
                Tax
                Collection Act (Invorderingswet
                1990);

            


    

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	
              (i)    
                 

            	
              a
                trustee in bankruptcy includes a curator;

            


    

    


    
      	
              (j)    
                 

            	
              an
                administrator includes a bewindvoerder

            


    

    


    
      	
              (k)    
                 

            	
              an
                attachment includes a beslag;
                and

            


    

    


    
      	
              (l)    
                 

            	
              Dutch
                Civil Code means Burgerlijk
                Wetboek.

            


    


    
      
        
           

           

          


        

        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    SECTION
      2

    THE
      FACILITY

    


    
      	
              2  

            	
              THE
                FACILITY

            


    

     

    
      	
              2.1  

            	
              The
                Facility

            


    

     

    Subject
      to the terms of this Agreement, the Lenders make available a term loan facility
      in an aggregate amount equal to the Commitment.

     

    
      	
              2.2  

            	
              Finance
                Parties’ rights and obligations

            


    

     

    
      	
              2.2.1  

            	
              The
                obligations of each Finance Party under the Finance Documents are
                several.
                Failure by a Finance Party to perform its obligations under the Finance
                Documents does not affect the obligations of any other Party under
                the
                Finance Documents. No Finance Party is responsible for the obligations
                of
                any other Finance Party under the Finance
                Documents.

            


    

     

    
      	
              2.2.2  

            	
              The
                rights of each Finance Party under or in connection with the Finance
                Documents are separate and independent rights and any debt arising
                under
                the Finance Documents to a Finance Party from an Obligor shall be
                a
                separate and independent debt.

            


    

     

    
      	
              2.2.3  

            	
              A
                Finance Party may, except as otherwise stated in the Finance Documents,
                separately enforce its rights under the Finance
                Documents.

            


    

     

    
      	
              2.3  

            	
              Obligors’
                Agent

            


    

     

    
      	
              2.3.1  

            	
              Each
                Obligor (other than the Parent) by its execution of this Agreement
                irrevocably appoints the Parent to act on its behalf as its agent
                in
                relation to the Finance Documents and irrevocably
                authorises:

            


    

     

    
      	
              (a)     
                 

            	
              the
                Parent on its behalf to supply all information concerning itself
                contemplated by this Agreement to the Finance Parties and to give
                all
                notices and instructions (including, in the case of a Borrower,
                Utilisation Requests) to make such agreements and to effect the relevant
                amendments, supplements and variations capable of being given, made
                or
                effected by any Obligor notwithstanding that they may affect the
                Obligor,
                without further reference to or the consent of that Obligor;
                and

            


    

     

    
      	
              (b)      
                

            	
              each
                Finance Party to give any notice, demand or other communication to
                that
                Obligor pursuant to the Finance Documents to the
                Parent,

            


    

     

    and
      in
      each case the Obligor shall be bound as though the Obligor itself had given
      the
      notices and instructions (including, without limitation, any Utilisation
      Requests) or executed or made the agreements or effected the amendments,
      supplements or variations, or received the relevant notice, demand or other
      communication.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	
              2.3.2  

            	
              Every
                act, omission, agreement, undertaking, settlement, waiver, amendment,
                supplement, variation, notice or other communication given or made
                by the
                Parent or given to the Parent under any Finance Document on behalf
                of
                another Obligor or in connection with any Finance Document (whether
                or not
                known to any other Obligor and whether occurring before or after
                such
                other Obligor became an Obligor under any Finance Document) shall
                be
                binding for all purposes on that Obligor as if that Obligor had expressly
                made, given or concurred with it. In the event of any conflict between
                any
                notices or other communications of the Parent and any other Obligor,
                those
                of the Parent shall prevail.

            


    

     

    
      	
              2.3.3  

            	
              It
                is expressly agreed that the appointment under this Clause 2.3 is
                given
                with full power of substitution and also applies to any situation
                where
                the Parent acts as an Obligor's counterparty (Selbsteintritt) within
                the meaning of Section 3:68 of the Dutch Civil Code or as a representative
                of an Obligor's counterparty.

            


    

     

    
      	
              3  

            	
              PURPOSE

            


    

     

    
      	
              3.1  

            	
              Purpose

            


    

     

    The
      Obligors shall apply all amounts borrowed by it under the Facility to
      finance:

     

    
      	
              (a)     
                 

            	
              the
                acquisition of the Properties to be acquired by the Parent and the
                shares
                in the capital of the Obligors (save for the Parent);
                and/or

            


    

     

    
      	
              (b)      
                

            	
              to
                refinance existing financial
                indebtedness,

            


    

     

    all
      as
      specified in the Funds Flow Statement.

     

    
      	
              3.2  

            	
              Monitoring

            


    

     

    No
      Finance Party is bound to monitor or verify the application of any amount
      borrowed pursuant to this Agreement.

    


    
      	
              4  

            	
              CONDITIONS
                PRECEDENT

            


    

     

    
      	
              4.1  

            	
              Initial
                conditions precedent

            


    

     

    The
      Lenders will only be obliged to comply with Clause 5.3.1 (Lenders'
      participation) in relation to any Loan if on or before the first Utilisation
      Date, the Facility Agent has received all of the documents and other evidence
      listed in Part IA of Schedule 2
      (Conditions Precedent) in form and substance satisfactory to the Facility Agent.
      The Facility Agent shall notify the Parent and the Lenders promptly upon being
      so satisfied.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              4.2  

            	
              Conditions
                precedent to each Utilisation

            


    

     

    The
      Lenders will only be obliged to comply with Clause 5.3.1 (Lenders'
      participation) in relation to a Loan for a Property if on or before the relevant
      Utilisation Date, the Facility Agent has received all of the documents and
      other
      evidence listed in Part I and Part II of Schedule 2
      (Conditions Precedent) in form and substance satisfactory to the Facility Agent.
      The Facility Agent shall notify the relevant Borrower and the Lenders promptly
      upon being so satisfied.

    


    
      	
              4.3  

            	
              Further
                conditions precedent

            


    

     

    
      	
              4.3.1  

            	
              Subject
                to Clause 4.1 (Initial conditions precedent), the Lenders will only
                be
                obliged to comply with Clause 5.3.1 (Lenders' participation), if
                on the
                date of the Utilisation Request and on the proposed Utilisation
                Date:

            


    

     

    
      	
              (a)    
                   

            	
              no
                Default is continuing or would result from the proposed
                Loan;

            


    

     

    
      	
              (b)     
                 

            	
              in
                relation to any Loan, all the representations and warranties in Clause
                21
                (Representations) are true in all material respects;
                and

            


    

     

    
      	
              (c)       
                

            	
              following
                the making of each Loan:

            


    

     

    
      	
              (i)        
                

            	
              the
                Interest Cover is at least 130 per
                cent.;

            


    

    


    
      	
              (ii)       
                

            	
              the
                Debt Service Cover is at least 105 per cent.;
                and

            


    

    


    
      	
              (iii)      
                

            	
              the
                Loan to Value does not exceed 85 per
                cent.

            


    

    


    
      	
              4.3.2  

            	
              Unless
                the Facility Agent agrees, the Utilisation Request may not be given
                if, as
                a result, there would be more than five (5) Loans
                outstanding.

            


    

     

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    SECTION
      3

    UTILISATION

    


    
      	
              5  

            	
              UTILISATION

            


    

     

    
      	
              5.1  

            	
              Delivery
                of a Utilisation Request

            


    

     

    A
      Borrower (or the Parent on its behalf) may utilise the Facility by delivery
      to
      the Facility Agent of a duly completed Utilisation Request not later than on
      11:00 a.m. three (3) Business Days before the proposed Utilisation
      Date.

    


    
      	
              5.2  

            	
              Completion
                of a Utilisation Request

            


    

     

    
      	
              5.2.1  

            	
              Each
                Utilisation Request for a Loan is irrevocable and will not be regarded
                as
                having been duly completed unless:

            


    

     

    
      	
              (a)      
                  

            	
              the
                proposed Utilisation Date is a Business Day within the Availability
                Period;

            


    

     

    
      	
              (b)     
                  

            	
              the
                amount and currency of a Loan comply with Clause 5.3 (Amount and
                currency); and

            


    

     

    
      	
              (c)       
                

            	
              the
                relevant Properties for which the proposed Loan is requested are
                specified.

            


    

     

    
      	
              5.2.2  

            	
              Only
                one Loan may be requested in each Utilisation
                Request.

            


    

     

    
      	
              5.3  

            	
              Amount
                and currency

            


    

     

    
      	
              5.3.1  

            	
              The
                amount of a proposed Loan shall be:

            


    

     

    
      	
              (a)        
                

            	
              an
                amount equal to the lower of:

            


    

    


    
      	
              (i)        
                

            	
              85
                per cent. of the net market value of the Property for which the proposed
                Loan is requested as determined from the relevant Initial Valuation;
                and

            


    

    


    
      	
              (ii)       
                

            	
              85
                per cent. of the acquisition costs of the Property for which the
                proposed
                Loan is requested; and

            


    

    


    
      	
              (b)       
                

            	
              an
                amount so that Interest Cover, as at the relevant Utilisation Date
                immediately after the making of that Loan, is at least 130 per cent.;
                and

            


    

    


    
      	
              (c)       
                

            	
              an
                amount so that Debt Service Cover, as at the relevant Utilisation
                Date
                immediately after the making of that Loan, is at least 105 per
                cent.,

            


    

    


    provided
      that at all times the aggregate of the utilisations made under the Facility
      shall not exceed the Commitment.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
      	
              5.3.2  

            	
              The
                currency specified in the Utilisation Request shall be
                euro.

            


    

     

    
      	
              5.4  

            	
              Lenders'
                participation

            


    

     

    
      	
              5.4.1  

            	
              If
                the conditions set out in this Agreement have been met, each Lender
                shall
                make its participation in each Loan available by the relevant Utilisation
                Date through its Facility Office.

            


    

     

    
      	
              5.4.2  

            	
              The
                amount of each Lender's participation in each Loan will be equal
                to the
                proportion borne by its Available Commitment to the Available Facility
                immediately prior to making that
                Loan.

            


    

     

    
      	
              5.5  

            	
              Reduction
                of Commitment

            


    

     

    
      	
              5.5.1  

            	
              The
                Commitment shall be reduced on each Interest Payment Date by an amount
                equal to the amount set out in column B in the table below next to
                the
                period set out in column A in the table below in which the relevant
                Interest Payment Date falls..

            


    

     

    
      	
              Column
                A

            	
              Column
                B

            
	
              (Period)

              
              

            	
              (Reduction
                amount in euro)

              
              

            
	
              The
                period from the first Utilisation Date to (and including) the fourth
                Interest Payment Date.

              
              

            	
              
              

              312,500

            
	
              The
                period from the fourth Interest Payment Date to (and including) the
                twelfth Interest Payment Date.

            	
              
              

              375,000

            
	
              
              

              The
                period from the twelfth Interest Payment Date to (and including)
                the Final
                Maturity Date.

            	
              
              

              500,000

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    SECTION
      4

    REPAYMENT,
      PREPAYMENT AND CANCELLATION

    


    
      	
              6  

            	
              REPAYMENT

            


    

     

    
      	
              6.1  

            	
              Repayment
                of Loans

            


    

     

    
      	
              6.1.1  

            	
              The
                Borrowers shall repay the aggregate Loans in instalments. Repayment
                Instalments shall be due on each Interest Payment Date. The amount
                of each
                Repayment Instalment shall be the percentage of the amount utilised
                under
                the Facility at the relevant Interest Payment Date (ignoring any
                repayments or prepayments) which is set out in column B in the table
                below
                next to the period set out in column A in the table below in which
                the
                relevant Interest Payment Date
                falls.

            


    

     

    
      	
              Column
                A

            	
              Column
                B

            
	
              (Period)

              
              

            	
              (Repayment
                Instalment)

              
              

            
	
              The
                period from the first Utilisation Date to (and including) the fourth
                Interest Payment Date.

              
              

            	
              
              

              0.3125%

            
	
              The
                period from the fourth Interest Payment Date to (and including) the
                twelfth Interest Payment Date.

            	
              
              

              0.375%

            
	
              
              

              The
                period from the twelfth Interest Payment Date to (and including)
                the Final
                Maturity Date.

            	
              
              

              0.50%

            


    

    


    
      	
              6.1.2  

            	
              The
                Borrowers shall repay the outstanding amount of the Loans in full
                on the
                Final Maturity Date.

            


    

     

    
      	
              7  

            	
              ILLEGALITY,
                VOLANTARY PREPAYMENT AND
                CANCELLATION

            


    

     

    
      	
              7.1  

            	
              Illegality

            


    

     

    If
      it
      becomes unlawful in any applicable jurisdiction for a Lender to perform any
      of
      its obligations as contemplated by this Agreement or to fund, issue or maintain
      its participation in any Loan:

    


    
      	
              (a)     
                  

            	
              that
                Lender, shall promptly notify the Facility Agent upon becoming aware
                of
                that event;

            


    

     

    
      	
              (b)     
                  

            	
              upon
                the Facility Agent notifying the Parent, the Commitment of that Lender
                will be immediately cancelled; and

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    
      	
              (c)     
                  

            	
              each
                Borrower shall repay that Lender's participation in the Loans made
                to that
                Borrower on the last day of the then current Interest Period for
                each Loan
                occurring after the Facility Agent has notified the Parent or, if
                earlier,
                the date specified by the Lender in the notice delivered to the Facility
                Agent (being no earlier than the last day of any applicable grace
                period
                permitted by law).

            


    

     

    
      	
              7.2  

            	
              Voluntary
                cancellation

            


    

     

    
      	
              7.2.1  

            	
              Subject
                to paragraph 7.4 below the Parent may, if it gives the Facility Agent
                not
                less than 10 Business Days' (or such shorter period as the Majority
                Lenders may agree) prior notice, cancel the whole or any part (being
                a
                minimum amount of € 5,000,000 and is a multiple of € 1,000,000) of the
                Available Facility. Any cancellation under this Clause 7.2 shall
                reduce
                the Commitment of the Lenders rateably under the
                Facility.

            


    

     

    
      	
              7.3  

            	
              Automatic
                cancellation

            


    

     

    The
      Commitment of a Lender shall be immediately cancelled at the close of business
      in Amsterdam, the Netherlands on the last day of the Availability
      Period.

     

    
      	
              7.4  

            	
              Voluntary
                prepayment of Loans

            


    

     

    
      	
              7.4.1  

            	
              A
                Borrower to which a Loan has been made may, if it or the Parent gives
                the
                Facility Agent not less than 10 Business Days' (or such shorter period
                as
                the Majority Lenders may agree) prior notice, prepay the whole or
                any part
                of that Loan (but, if in part, being an amount that reduces that
                Loan by a
                minimum amount of € 5,000,000 and is a multiple of €
                1,000,000).

            


    

     

    
      	
              7.4.2  

            	
              Each
                prepayment under this Clause 7.4 shall be made on an Interest Payment
                Date
                in which the Facility Agent has been notified of such
                prepayment.

            


    

     

    
      	
              7.5  

            	
              Right
                of cancellation and repayment in relation to a single
                Lender

            


    

     

    
      	
              7.5.1  

            	
              If
                any sum payable to any Lender by an Obligor is required to be increased
                under Clause 14.2.3 (Tax gross-up) or any Lender claims indemnification
                of
                an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased
                costs), the Parent may, whilst the circumstance giving rise to the
                requirement for indemnification continues, give the Facility Agent
                notice
                (if such circumstances relate to a Lender) of cancellation of the
                Commitment of that Lender and its intention to procure the repayment
                of
                that Lender's participation in the
                Loans.

            


    

     

    
      	
              7.5.2  

            	
              On
                receipt of a notice referred to in Clause 7.5.1 above in relation
                to a
                Lender, the Commitment of that Lender shall immediately be reduced
                to
                zero.

            


    

     

    
      	
              7.5.3  

            	
              On
                an Interest Payment Date falling after the Parent has given notice
                under
                Clause 7.5.1 above in relation to a Lender (or, if earlier, the date
                specified by the Parent in that notice), each Borrower to which a
                Loan is
                outstanding shall repay that Lender's participation in that Loan
                together
                with all interest and other amounts accrued under the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    
      	
              8  

            	
              MANDATORY
                PREPAYMENT

            


    

     

    
      	
              8.1  

            	
              Disposals
                and recoveries

            


    

     

    
      	
              8.1.1  

            	
              In
                this Clause 8.1:

            


    

     

    "net
      proceeds” means any amount
      received by an Obligor as consideration for a relevant disposal or a relevant
      recovery, less all Taxes and reasonable costs and expenses incurred by that
      Obligor in connection with such disposal or recovery.

    


    "relevant
      disposal" means a
      disposal of any asset or business (whether by way of a share or asset sale)
      other than:

    


    
      	
              (a)    
                  

            	
              a
                disposal of an asset other than a Property to the extent it is replaced
                by
                another asset for use in the present business of the Obligor within
                6
                Months after the date of the
                disposal;

            


    

     

    
      	
              (b)    
                  

            	
              a
                disposal of an asset other than a Property made in the ordinary course
                of
                business of the Obligor;

            


    

     

    
      	
              (c)     
                 

            	
              a
                disposal of an obsolete asset other than a
                Property;

            


    

     

    
      	
              (d)    
                  

            	
              a
                disposal of cash as payment for purposes allowed under this
                Agreement;

            


    

     

    
      	
              (e)     
                 

            	
              a
                disposal with the creation of a Security allowed by this
                Agreement;

            


    

     

    
      	
              (f)     
                 

            	
              a
                Disposal;

            


    

     

    
      	
              (g)     
                 

            	
              a
                disposal made with the prior consent of the Majority
                Lenders.

            


    

     

    "relevant
      recovery”
means:

    


    
      	
              (a)    
                  

            	
              any
                amount received or recovered by an Obligor under the Acquisition
                Documents, unless that amount has been applied within 6 Months of
                receipt
                in meeting the liability or loss which gave rise to that claim;
                or

            


    

    


    
      	
              (b)     
                 

            	
              any
                amount received or recovered by an Obligor under any insurance policy
                for
                loss or damage to its assets or business unless those proceeds have
                to be
                applied, and are applied within 6 Months after receipt, in replacement
                or
                reinstatement of damaged assets, or comprise a payment for business
                interruption or public liability.

            


    

    


    
      	
              8.1.2  

            	
              Each
                Obligor shall procure that an amount equal
                to:

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
      	
              (a)    
                  

            	
              in
                the case of a Disposal, the lower
                of:

            


    

    


    
      	
              (i)      
                  

            	
              the
                outstanding Loans; and

            


    

    


    
      	
              (ii)      
                 

            	
              110%
                of the Allocated Loan Amount; and

            


    

    


    
      	
              (b)     
                 

            	
              in
                any other case, the net proceeds,

            


    

    


    is
      applied toward prepayment of the relevant Loans.

    


    
      	
              8.2  

            	
              Miscellaneous

            


    

     

    
      	
              8.2.1  

            	
              Any
                prepayment under this Clause 8.1 shall be made on or before the last
                day
                of the Interest Period of the Loan to be repaid in which the relevant
                disposal, receipt or recovery
                occurred.

            


    

     

    
      	
              8.2.2  

            	
              If
                the amount to be applied in prepaying a Loan is more than the amount
                of
                the Loans (if any) then outstanding, the Borrowers shall immediately
                cancel the Commitment in an amount equal to the
                excess.

            


    

     

    
      	
              8.2.3  

            	
              When
                it is established that a Borrower will be required to prepay a Loan
                on the
                last day of the current Interest Period for that Loan, the Obligors
                shall
                promptly ensure than an amount equal to the amounts to be prepaid
                is
                deposited into the Rent Account.

            


    

     

    
      	
              8.2.4  

            	
              The
                Parent shall apply any amount deposited into the Rent Account under
                paragraph 8.2.3 towards prepayment of the relevant Loan on the last
                day of
                the relevant Interest Period or earlier if the Parent so
                directs.

            


    

     

    
      	
              9  

            	
              RESTRICTIONS

            


    

     

    
      	
              9.1  

            	
              Notices
                of Cancellation or Prepayment

            


    

     

    Any
      notice of cancellation, prepayment, authorisation or other election given by
      any
      Party under Clause 6.1 (Illegality, Voluntary Prepayment and Cancellation)
      shall
      (subject to the terms of those Clauses) be irrevocable and, unless a contrary
      indication appears in this Agreement, any such notice shall specify the date
      or
      dates upon which the relevant cancellation or prepayment is to be made and
      the
      amount of that cancellation or prepayment.

    


    
      	
              9.2  

            	
              Interest
                and other amounts

            


    

     

    Any
      prepayment under this Agreement shall be made together with accrued interest
      on
      the amount prepaid, Break Costs and any prepayment fees due and
      payable.

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    
      	
              9.3  

            	
              Reborrowing
                of Facility

            


    

     

    Unless
      a
      contrary indication appears in this Agreement, any part of the Facility which
      is
      prepaid may be reborrowed in accordance with the terms of this
      Agreement.

    


    
      	
              9.4  

            	
              Prepayment
                in accordance with Agreement

            


    

     

    No
      Borrower shall repay or prepay all or any part of the Loans or cancel all or
      any
      part of the Commitment except at the times and in the manner expressly provided
      for in this Agreement.

    


    
      	
              9.5  

            	
              No
                reinstatement of Commitment

            


    

     

    No
      amount
      of the Commitment cancelled under this Agreement may be subsequently
      reinstated.

    


    
      	
              9.6  

            	
              Facility
                Agent's receipt of Notices

            


    

     

    If
      the
      Facility Agent receives a notice under Clause 6.1 (Illegality, Voluntary
      Prepayment and Cancellation), it shall promptly forward a copy of that notice
      or
      election to either the Parent or the affected Lender, as
      appropriate.

    


    
      	
              9.7  

            	
              Prepayment
                elections

            


    

     

    The
      Facility Agent shall notify the Lenders as soon as possible of any proposed
      prepayment of a Loan under Clause 7.3 (Voluntary prepayment of Loans) or Clause
      8.1 (Disposals and recoveries).

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    SECTION
      5

    COSTS
      OF UTILISATION

    


    
      	
              10  

            	
              INTEREST

            


    

     

    
      	
              10.1  

            	
              Calculation
                of interest

            


    

     

    The
      rate
      of interest on each Loan for each Interest Period is the percentage rate per
      annum which is the aggregate of the applicable:

    


    
      	
              (a)    
                  

            	
              the
                Margin;

            


    

     

    
      	
              (b)    
                  

            	
              EURIBOR;
                and

            


    

     

    
      	
              (c)     
                 

            	
              Mandatory
                Cost, if any.

            


    

     

    
      	
              10.2  

            	
              Payment
                of interest

            


    

     

    
      	
              10.2.1  

            	
              The
                Borrower to which a Loan has been made shall pay accrued interest
                on that
                Loan on each Interest Payment Date.

            


    

     

    
      	
              10.3  

            	
              Hedging

            


    

     

    
      	
              10.3.1  

            	
              From
                and including the Utilisation Date, the Parent shall enter into a
                Hedging
                Agreement to hedge at least 65 per cent. of the aggregate interest
                rate
                liabilities of the Obligors in relation to the Facility, in accordance
                with this Clause.

            


    

     

    
      	
              10.3.2  

            	
              All
                Hedging Agreements shall be:

            


    

     

    
      	
              (a)    
                  

            	
              with
                a Hedge Counterparty and that Hedge Counterparty, or a person acceptable
                to the Facility Agent that has unconditionally guaranteed its obligations
                under the Hedging Agreements in form and substance satisfactory to
                the
                Facility Agent, has a Requisite Rating, and if requested by the Facility
                Agent, has acceded to this Agreement as a hedge
                counterparty;

            


    

    


    
      	
              (b)     
                 

            	
              on
                terms that the Hedging Agreements shall at all times have an aggregate
                notional amount not less than the aggregate amount of the Loans
                outstanding with terms not expiring before the Final Maturity
                Date,

            


    

    


    
      	
              (c)     
                 

            	
              in
                the form of a swap, swaption, cap, caption, floor (when in combination
                with any of the instruments referred to above) or such other instrument
                satisfactory to the Facility Agent and in any event in form and substance
                satisfactory to the Facility Agent;
                and

            


    

    


    
      	
              (d)     
                 

            	
              charged
                or assigned by way of security or pledged under any Transaction Security
                Document.

            


    

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    
      	
              10.3.3  

            	
              If,
                at any time, the notional principal amount of the Hedging Agreements
                exceeds the aggregate amount of the Loans at that time, the Parent
                shall,
                at the request of the Facility Agent, reduce the notional principal
                amount
                of the Hedging Agreements by an amount and in a manner satisfactory
                to the
                Facility Agent so that it no longer exceeds the aggregate amount
                of the
                Loans then outstanding.

            


    

     

    
      	
              10.3.4  

            	
              A
                failure on the part of a Hedge Counterparty to comply with its obligations
                under this Clause 10.3 will not affect the obligations of the Parent
                under
                this Clause 10.3.

            


    

     

    
      	
              10.3.5  

            	
              The
                parties to each Hedging Agreement shall comply with the terms of
                that
                Hedging Agreement.

            


    

     

    
      	
              10.3.6  

            	
              Neither
                a Hedge Counterparty nor the Parent may amend or waive the terms
                of any
                Hedging Agreement without the consent of the Facility
                Agent.

            


    

     

    
      	
              10.3.7  

            	
              Each
                Hedge Counterparty and the Parent agree that following any breach
                by the
                Parent of its payment obligations under the Hedging Agreements, the
                Facility Agent may make any such payments on behalf of the
                Parent.

            


    

     

    
      	
              10.3.8  

            	
              Neither
                a Hedge Counterparty nor the Parent may terminate or close out any
                Hedging
                Agreement (in whole or in part)
                except:

            


    

     

    
      	
              (a)     
                 

            	
              in
                accordance with the Clauses 10.3.3
                above;

            


    

    


    
      	
              (b)     
                 

            	
              if
                it becomes illegal for that party to continue to comply with its
                obligations under that Hedging
                Agreement;

            


    

    


    
      	
              (c)     
                 

            	
              if
                the Loans and other amounts outstanding under the Finance Documents
                have
                been unconditionally and irrevocably paid and discharged in
                full;

            


    

    


    
      	
              (d)     
                 

            	
              in
                the case of termination or closing out by a Hedge Counterparty, if
                the
                Facility Agent serves notice under Clause 27.19 (Acceleration);
                or

            


    

    


    
      	
              (e)      
                

            	
              in
                the case of termination or closing out by the
                Parent:

            


    

    


    
      	
              (i)       
                 

            	
              if
                immediately after such termination or closing out the notional principal
                amount of the Hedging Agreements still in force is at least equal
                to the
                aggregate amount of the Loans; or

            


    

    


    
      	
              (ii)        

            	
              with
                the consent of the Facility Agents.

            


    

    


    
      	
              10.3.9  

            	
              Each
                Hedge Counterparty agrees that it shall give the Facility Agent 5
                Business
                Days notice of any breach by the Parent in respect of its payment
                obligations under the Hedging
                Agreements.

            


    

     

    
      	
              10.3.10  

            	
              Each
                Hedge Counterparty may only suspend making payments under a Hedging
                Agreement if the Parent is in breach of its payment obligations under
                that
                Hedging Agreement and due notification has been given to the Facility
                Agent in accordance with Clause 10.3.9
                above.

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    
      	
              10.3.11  

            	
              Each
                Hedge Counterparty acknowledges that the rights of the Parent under
                the
                Hedging Agreements to which it is party have been charged or assigned
                or
                pledged by way of security under the Transaction Security
                Documents.

            


    

     

    
      	
              10.4  

            	
              Default
                interest

            


    

     

    
      	
              10.4.1  

            	
              If
                an Obligor fails to pay any amount payable by it under a Finance
                Document
                on its due date, interest shall accrue on the overdue amount from
                the due
                date up to the date of actual payment (both before and after judgment)
                at
                a rate which, subject to Clause 10.4.2 below, is 2 per cent. higher
                than
                the rate which would have been payable if the overdue amount had,
                during
                the period of non-payment, constituted a Loan in the currency of
                the
                overdue amount for successive Interest Periods, each of a duration
                selected by the Facility Agent (acting reasonably). Any interest
                accruing
                under this Clause 10.3 shall be immediately payable by the Obligor
                on
                demand by the Facility Agent.

            


    

     

    
      	
              10.4.2  

            	
              If
                any overdue amount consists of all or part of a Loan which became
                due on a
                day which was not the last day of an Interest Period relating to
                that
                Loan:

            


    

     

    
      	
              (a)      
                 

            	
              the
                first Interest Period for that overdue amount shall have a duration
                equal
                to the unexpired portion of the current Interest Period relating
                to that
                Loan; and

            


    

    


    
      	
              (b)     
                  

            	
              the
                rate of interest applying to the overdue amount during that first
                Interest
                Period shall be 2 per cent. higher than the rate which would have
                applied
                if the overdue amount had not become
                due.

            


    

    


    
      	
              10.4.3  

            	
              Default
                interest (if unpaid) arising on an overdue amount will be compounded
                with
                the overdue amount at the end of each Interest Period applicable
                to that
                overdue amount but will remain immediately due and
                payable.

            


    

     

    
      	
              10.5  

            	
              Notification
                of rates of interest

            


    

     

    The
      Facility Agent shall promptly notify the Lenders and the relevant Borrower
      (or
      the Parent) of the determination of a rate of interest under this
      Agreement.

    


    
      	
              11  

            	
              INTEREST
                PERIODS

            


    

     

    
      	
              11.1  

            	
              Selection
                of Interest Periods

            


    

     

    
      	
              11.1.1  

            	
              A
                Borrower (or the Parent) may select an Interest Period for a Loan
                in the
                Utilisation Request for that Loan or (if the Loan has already been
                borrowed) in a Selection Notice.

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    
      	
              11.1.2  

            	
              Each
                Selection Notice for a Loan is irrevocable and must be delivered
                to the
                Facility Agent by that Borrower to which that Loan was made (or the
                Parent
                not later than 11.00 am three (3) Business Days before the last day
                of the
                relevant Interest Period.

            


    

     

    
      	
              11.1.3  

            	
              If
                a Borrower (or the Parent) fails to deliver a Selection Notice to
                the
                Agent in accordance with Clause 11.1.2, the relevant Interest Period
                will,
                be three (3) Months..

            


    

     

    
      	
              11.1.4  

            	
              Subject
                to this Clause 11.1, a Borrower (or the Parent) may select an Interest
                Period of one (1) or three (3) or six (6) months or any other period
                agreed between the relevant Borrower (or the Parent) and the Facility
                Agent (acting on the instructions of all the Lenders), provided that
                the
                first Interest Payment Date in connection with a Loan shall commence
                on
                the relevant Utilisation Date and end on the Interest Payment Date
                falling
                directly after such Utilisation
                Date.

            


    

     

    
      	
              11.1.5  

            	
              An
                Interest Period for a Loan shall not extend beyond the Final Maturity
                Date.

            


    

     

    
      	
              11.1.6  

            	
              Each
                Interest Period for a Loan shall start on the Utilisation Date or
                (if
                already made) on the last day of its preceding Interest
                Period.

            


    

     

    
      	
              11.2  

            	
              Non-Business
                Days

            


    

     

    If
      an
      Interest Period would otherwise end on a day which is not a Business Day, that
      Interest Period will instead end on the next Business Day in that calendar
      month
      (if there is one) or the preceding Business Day (if there is not).

    


    
      	
              11.3  

            	
              Consolidations
                of Loans

            


    

     

    
      	
              11.3.1  

            	
              If
                two or more Interest Periods:

            


    

     

    
      	
              (a)      
                 

            	
              end
                on the same date; and

            


    

     

    
      	
              (b)     
                  

            	
              are
                made to the same Borrower,

            


    

     

    
      	
              (c)      
                 

            	
              those
                Loans will be consolidated into, and treated as, a single Loan on
                the last
                day of the Interest Period.

            


    

     

    
      	
              12  

            	
              CHANGES
                TO THE CALCULATION OF
                INTEREST

            


    

     

    
      	
              12.1  

            	
              Absence
                of quotations

            


    

     

    Subject
      to Clause 12.2 (Market disruption), if EURIBOR is to be determined by reference
      to the Reference Banks but a Reference Bank does not supply a quotation by
      the
      11:00 a.m. on the Quotation Day, the applicable EURIBOR shall be determined
      on
      the basis of the quotations of the remaining Reference Banks.

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    
      	
              12.2  

            	
              Market
                disruption

            


    

     

    
      	
              12.2.1  

            	
              If
                a Market Disruption Event occurs in relation to a Loan for any Interest
                Period, then the rate of interest on each Lender's share of that
                Loan for
                the Interest Period shall be the percentage rate per annum which
                is the
                sum of:

            


    

     

    
      	
              (a)     
                  

            	
              the
                Margin;

            


    

     

    
      	
              (b)     
                  

            	
              the
                rate notified to the Facility Agent by that Lender as soon as practicable
                and in any event before interest is due to be paid in respect of
                that
                Interest Period, to be that which expresses as a percentage rate
                per annum
                the cost to that Lender of funding its participation in that Loan
                from
                whatever source it may reasonably select;
                and

            


    

     

    
      	
              (c)      
                 

            	
              the
                Mandatory Cost, if any, applicable to that Lender's participation
                in the
                Loan.

            


    

     

    
      	
              12.2.2  

            	
              In
                this Agreement "Market
                Disruption Event" means:

            


    

     

    
      	
              (a)       
                

            	
              at
                or about noon on the Quotation Day for the relevant Interest Period
                the
                Screen Rate is not available and none or only one of the Reference
                Banks
                supplies a rate to the Facility Agent to determine EURIBOR for the
                relevant currency and Interest Period;
                or

            


    

    


    
      	
              (b)     
                 

            	
              before
                close of business in London on the Quotation Day for the relevant
                Interest
                Period, the Facility Agent receives notifications from a Lender or
                Lenders
                (whose participations in a Loan exceed 50 per cent. of that Loan)
                that the
                cost to it of obtaining matching deposits in the European Interbank
                Market
                would be in excess of EURIBOR.

            


    

    


    
      	
              12.3  

            	
              Alternative
                basis of interest or funding

            


    

     

    
      	
              12.3.1  

            	
              If
                a Market Disruption Event occurs and the Facility Agent or the Parent
                so
                requires, the Facility Agent and the Parent shall enter into negotiations
                (for a period of not more than thirty days) with a view to agreeing
                a
                substitute basis for determining the rate of
                interest.

            


    

     

    
      	
              12.3.2  

            	
              Any
                alternative basis agreed pursuant to Clause 12.3.1 above shall, with
                the
                prior consent of all the Lenders and the Parent, be binding on all
                Parties.

            


    

     

    
      	
              12.4  

            	
              Break
                Costs

            


    

     

    
      	
              12.4.1  

            	
              Each
                Borrower shall, within three Business Days of demand by a Finance
                Party,
                pay to that Finance Party its Break Costs attributable to all or
                any part
                of a Loan or Unpaid Sum being paid by that Borrower on a day other
                than
                the last day of an Interest Period for that Loan or Unpaid
                Sum.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    
      	
              12.4.2  

            	
              Each
                Lender shall, as soon as reasonably practicable after a demand by
                the
                Facility Agent, provide a certificate confirming the amount of its
                Break
                Costs for any Interest Period in which they
                accrue.

            


    

     

    
      	
              13  

            	
              FEES

            


    

     

    
      	
              13.1  

            	
              Commitment
                fee

            


    

     

    The
      Parent shall pay to the Facility Agent for the account of the Lenders a
      commitment fee of 0.25 per cent. over the unused and uncancelled amount of
      the
      Facility for the Availability Period starting from the date of this Agreement,
      payable quarterly in arrears during the Availability Period, on each Interest
      Payment Date.

    


    
      	
              13.2  

            	
              Other
                fees

            


    

     

    In
      addition to the fee payable under Clause 13.1 above, the Parent shall pay to
      the
      Facility Agent (for the account of each Lender) the fees as set out in any
      Fee
      Letter.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    SECTION
      6

    ADDITIONAL
      PAYMENT OBLIGATIONS

    


    
      	
              14  

            	
              TAX
                GROSS UP AND
                INDEMNITIES

            


    

     

    
      	
              14.1  

            	
              Definitions

            


    

     

    In
      this
      Agreement:

    


    "Protected
      Party" means a
      Finance Party which is or will be subject to any liability or required to make
      any payment for or on account of Tax in relation to a sum received or receivable
      (or any sum deemed for the purposes of Tax to be received or receivable) under
      a
      Finance Document.

    


    "Tax
      Credit" means a credit
      against, relief or remission for, or repayment of, any Tax.

    


    "Tax
      Deduction" means a
      deduction or withholding for or on account of Tax from a payment under a Finance
      Document.

    


    "Tax
      Payment" means either the
      increase in a payment made by an Obligor to a Finance Party under Clause 14.2
      (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

    


    Unless
      a
      contrary indication appears, in this Clause 14 a reference to "determines" or "determined"
      means a
      determination made in the absolute discretion of the person making the
      determination.

    


    
      	
              14.2  

            	
              Tax
                gross-up

            


    

     

    
      	
              14.2.1  

            	
              Each
                Obligor shall make all payments to be made by it without any Tax
                Deduction, unless a Tax Deduction is required by
                law.

            


    

     

    
      	
              14.2.2  

            	
              The
                Parent shall promptly upon becoming aware that an Obligor shall make
                a Tax
                Deduction (or that there is any change in the rate or the basis of
                a Tax
                Deduction) notify the Facility Agent accordingly. Similarly, a Lender
                shall notify the Facility Agent on becoming so aware in respect of
                a
                payment payable to that Lender. If the Facility Agent receives such
                notification from a Lender it shall notify the Parent and that
                Obligor.

            


    

     

    
      	
              14.2.3  

            	
              If
                a Tax Deduction is required by law to be made by an Obligor, the
                amount of
                the payment due from that Obligor shall be increased to an amount
                which
                (after making any Tax Deduction) leaves an amount equal to the payment
                which would have been due if no Tax Deduction had been
                required.

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    
      	
              14.2.4  

            	
              If
                an Obligor is required to make a Tax Deduction, that Obligor shall
                make
                that Tax Deduction and any payment required in connection with that
                Tax
                Deduction within the time allowed and in the minimum amount required
                by
                law.

            


    

     

    
      	
              14.2.5  

            	
              Within
                30 days of making either a Tax Deduction or any payment required
                in
                connection with that Tax Deduction, the Obligor making that Tax Deduction
                shall deliver to the Facility Agent for the Finance Party entitled
                to the
                payment evidence reasonably satisfactory to that Finance Party that
                the
                Tax Deduction has been made or (as applicable) any appropriate payment
                paid to the relevant taxing
                authority.

            


    

     

    
      	
              14.3  

            	
              Tax
                indemnity

            


    

     

    
      	
              14.3.1  

            	
              The
                Parent shall (within three Business Days of demand by the Facility
                Agent)
                pay to a Protected Party an amount equal to the loss, liability or
                cost
                which that Protected Party determines will be or has been (directly
                or
                indirectly) suffered for or on account of Tax by that Protected Party
                in
                respect of a Finance Document.

            


    

     

    
      	
              14.3.2  

            	
              Clause
                14.3.1 above shall not apply:

            


    

     

    
      	
              (a)      
                 

            	
              with
                respect to any Tax assessed on a Finance
                Party:

            


    

     

    
      	
              (i)     
                  

            	
              under
                the law of the jurisdiction in which that Finance Party is incorporated
                or, if different, the jurisdiction (or jurisdictions) in which that
                Finance Party is treated as resident for tax purposes;
                or

            


    

     

    
      	
              (ii)    
                  

            	
              under
                the law of the jurisdiction in which that Finance Party's Facility
                Office
                is located in respect of amounts received or receivable in that
                jurisdiction,

            


    

     

    if
      that
      Tax is imposed on or calculated by reference to the net income received or
      receivable (but not any sum deemed to be received or receivable) by that Finance
      Party; or

    


    
      	
              (b)      
                 

            	
              to
                the extent a loss, liability or
                cost:

            


    

     

    
      	
              (i)      
                 

            	
              is
                compensated for by an increased payment under Clause 14.2 (Tax gross-up);
                or

            


    

     

    
      	
              (ii)    
                  

            	
              would
                have been compensated for by an increased payment under Clause 14.2
                (Tax
                gross-up) but was not so compensated solely because one of the exclusions
                in Clause 14.2 (Tax gross-up)
                applied.

            


    

     

    
      	
              14.3.3  

            	
              A
                Protected Party making, or intending to make a claim under Clause
                14.3.1
                above shall promptly notify the Facility Agent of the event which
                will
                give, or has given, rise to the claim, following which the Facility
                Agent
                shall notify the Parent.

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    
      	
              14.3.4  

            	
              A
                Protected Party shall, on receiving a payment from an Obligor under
                this
                Clause 14.3, notify the Facility
                Agent.

            


    

     

    
      	
              14.4  

            	
              Tax
                Credit

            


    

     

    If
      an
      Obligor makes a Tax Payment and the relevant Finance Party determines
      that:

    


    
      	
              (a)      
                 

            	
              a
                Tax Credit is attributable either to an increased payment of which
                that
                Tax Payment forms part or to that Tax Payment;
                and

            


    

    


    
      	
              (b)     
                  

            	
              that
                Finance Party has obtained, utilised and retained that Tax
                Credit,

            


    

    


    the
      Finance Party shall pay an amount to the Obligor which that Finance Party
      determines will leave it (after that payment) in the same after-Tax position
      as
      it would have been in had the Tax Payment not been required to be made by the
      Obligor.

    


    
      	
              14.5  

            	
              Stamp
                taxes

            


    

     

    The
      Parent shall pay and, within three Business Days of demand, indemnify each
      Finance Party and Arranger against any cost, loss or liability that Finance
      Party or Arranger incurs in relation to all stamp duty, registration and other
      similar Taxes payable in respect of any Finance Document.

    


    
      	
              14.6  

            	
              Value
                added tax

            


    

     

    
      	
              14.6.1  

            	
              All
                consideration expressed to be payable under a Finance Document by
                any
                Party to a Finance Party shall be deemed to be exclusive of any VAT.
                Subject to Clause 14.6.2 below, if VAT is chargeable on any supply
                made by
                any Finance Party to any Party in connection with a Finance Document,
                that
                Party shall pay to the Finance Party (in addition to and at the same
                time
                as paying the consideration) an amount equal to the amount of the
                VAT.

            


    

     

    
      	
              14.6.2  

            	
              If
                VAT is chargeable on any supply made by any Finance Party (the "Supplier") to any
                other
                Finance Party (the "Recipient") in
                connection with a Finance Document, and any Party is required by
                the terms
                of any Finance Document to pay an amount equal to the consideration
                for
                such supply to the Supplier, such Party shall also pay to the Supplier
                (in
                addition to and at the same time as paying such amount) an amount
                equal to
                the amount of such VAT.

            


    

     

    
      	
              14.6.3  

            	
              Where
                a Finance Document requires any Party to reimburse a Finance Party
                for any
                costs or expenses, that Party shall also at the same time pay and
                indemnify the Finance Party against all VAT incurred by the Finance
                Party
                in respect of the costs or expenses to the extent that the Finance
                Party
                reasonably determines that it is not entitled to credit or repayment
                from
                the relevant tax authority in respect of the
                VAT.

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    
      	
              15  

            	
              INCREASED
                COSTS

            


    

     

    
      	
              15.1  

            	
              Increased
                costs

            


    

     

    
      	
              15.1.1  

            	
              Subject
                to Clause 15.3 (Exceptions) the Parent shall, within three Business
                Days
                of a demand by the Facility Agent, pay for the account of a Finance
                Party
                the amount of any Increased Costs incurred by that Finance Party
                or any of
                its Affiliates as a result of (a) the introduction of or any change
                in (or
                in the interpretation, administration or application of) any law
                or
                regulation or (b) compliance with any law or regulation made after
                the
                date of this Agreement.

            


    

     

    
      	
              15.1.2  

            	
              In
                this Agreement "Increased
                Costs" means:

            


    

     

    
      	
              (a)     
                  

            	
              a
                reduction in the rate of return from the Facility or on a Finance
                Party's
                (or its Affiliate's) overall
                capital;

            


    

     

    
      	
              (b)      
                 

            	
              an
                additional or increased cost; or

            


    

     

    
      	
              (c)      
                 

            	
              a
                reduction of any amount due and payable under any Finance
                Document,

            


    

     

    which
      is
      incurred or suffered by a Finance Party or any of its Affiliates to the extent
      that it is attributable to that Finance Party having entered into its Commitment
      or funding or performing its obligations under any Finance
      Document.

    


    
      	
              15.2  

            	
              Increased
                cost claims

            


    

     

    
      	
              15.2.1  

            	
              A
                Finance Party intending to make a claim pursuant to Clause 15.1 (Increased
                costs) shall notify the Facility Agent of the event giving rise to
                the
                claim, following which the Facility Agent shall promptly notify the
                Parent.

            


    

     

    
      	
              15.2.2  

            	
              Each
                Finance Party shall, as soon as practicable after a demand by the
                Facility
                Agent, provide a certificate confirming the amount of its Increased
                Costs.

            


    

     

    
      	
              15.3  

            	
              Exceptions

            


    

     

    
      	
              15.3.1  

            	
              Clause
                15.1 (Increased costs) does not apply to the extent any Increased
                Cost
                is:

            


    

     

    
      	
              (a)     
                  

            	
              attributable
                to a Tax Deduction required by law to be made by an
                Obligor;

            


    

    


    
      	
              (b)      
                 

            	
              compensated
                for by Clause 14.3 (Tax indemnity) (or would have been compensated
                for
                under Clause 14.3 (Tax indemnity) but was not so compensated solely
                because any of the exclusions in Clause 14.3.1 (Tax indemnity)
                applied);

            


    

    


    
      	
              (c)      
                 

            	
              compensated
                for by the payment of the Mandatory Cost;
                or

            


    

    


    
      	
              (d)      
                 

            	
              attributable
                to the wilful breach by the relevant Finance Party or its Affiliates
                of
                any law or regulation.

            


    

    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    
      	
              15.3.2  

            	
              In
                this Clause 15.3 reference to a "Tax Deduction" has the
                same meaning given to the term in Clause 14.1
                (Definitions).

            


    

     

    
      	
              16  

            	
              OTHER
                INDEMNITIES

            


    

     

    
      	
              16.1  

            	
              Currency
                indemnity

            


    

     

    
      	
              16.1.1  

            	
              If
                any sum due from an Obligor under the Finance Documents (a "Sum"), or any
                order,
                judgment or award given or made in relation to a Sum, has to be converted
                from the currency (the "First Currency") in
                which that Sum is payable into another currency (the "Second Currency") for
                the purpose of:

            


    

     

    
      	
              (a)     
                  

            	
              making
                or filing a claim or proof against that Obligor;
                or

            


    

     

    
      	
              (b)      
                 

            	
              obtaining
                or enforcing an order, judgment or award in relation to any litigation
                or
                arbitration proceedings,

            


    

     

    that
      Obligor shall as an independent obligation, within three Business Days of
      demand, indemnify the Arranger and each other Finance Party to whom that Sum
      is
      due against any cost, loss or liability arising out of or as a result of the
      conversion including any discrepancy between (a) the rate of exchange used
      to
      convert that Sum from the First Currency into the Second Currency and (b) the
      rate or rates of exchange available to that person at the time of its receipt
      of
      that Sum.

    


    
      	
              16.1.2  

            	
              Each
                Obligor waives any right it may have in any jurisdiction to pay any
                amount
                under the Finance Documents in a currency or currency unit other
                than that
                in which it is expressed to be
                payable.

            


    

     

    
      	
              16.2  

            	
              Other
                indemnities

            


    

     

    
      	
              16.2.1  

            	
              The
                Parent shall (or shall procure that an Obligor will), within three
                Business Days of demand, indemnify the Arranger and each other Finance
                Party against any cost, loss or liability incurred by it as a result
                of:

            


    

     

    
      	
              (a)     
                  

            	
              the
                occurrence of any Event of Default;

            


    

    


    
      	
              (b)     
                  

            	
              a
                failure by an Obligor to pay any amount due under a Finance Document
                on
                its due date, including without limitation, any cost, loss or liability
                arising as a result of Clause 33 (Sharing Among The Finance
                Parties);

            


    

    


    
      	
              (c)     
                  

            	
              funding,
                or making arrangements to fund, its participation in a Loan requested
                by a
                Borrower in a Utilisation Request but not made by reason of the operation
                of any one or more of the provisions of this Agreement (other than
                by
                reason of default or negligence by that Finance Party alone);
                and

            


    

    
      	
              (d)      
                 

            	
              a
                Loan (or part of a Loan) not being prepaid in accordance with a notice
                of
                prepayment given by a Borrower or the
                Parent.

            


    

    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    
      	
              16.2.2  

            	
              The
                Parent shall promptly indemnify each Finance Party, each Affiliate
                of a
                Finance Party and each officer or employee of a Finance Party or
                its
                Affiliate, against any cost, loss or liability incurred by that Finance
                Party or its Affiliate (or officer or employee of that Finance Party
                or
                Affiliate) in connection with or arising out of the acquisition of
                the
                Portfolio or the funding of the acquisition of the Portfolio (including
                but not limited to those incurred in connection with any litigation,
                arbitration or administrative proceedings or regulatory enquiry concerning
                the acquisition of the Portfolio), unless such loss or liability
                is caused
                by the gross negligence or wilful misconduct of that Finance Party
                or its
                Affiliate (or employee or officer of that Finance Party or Affiliate).
                Any
                Affiliate or any officer or employee of a Finance Party or its Affiliate
                may rely on this Clause 16.2.

            


    

     

    
      	
              16.3  

            	
              Indemnity
                to the Facility Agent

            


    

     

    The
      Parent shall promptly indemnify the Facility Agent against any cost, loss or
      liability incurred by the Facility Agent (acting reasonably) as a result
      of:

    


    
      	
              (a)    
                  

            	
              investigating
                any event which it reasonably believes is a
                Default;

            


    

    


    
      	
              (b)    
                  

            	
              entering
                into or performing any foreign exchange contract for the purposes
                of
                Clause 34.9.1 (Change of currency);
                or

            


    

    


    
      	
              (c)     
                 

            	
              acting
                or relying on any notice, request or instruction which it reasonably
                believes to be genuine, correct and appropriately
                authorised.

            


    

    


    
      	
              16.4  

            	
              Indemnity
                to the Security Agent

            


    

     

    
      	
              16.4.1  

            	
              Each
                Obligor shall promptly indemnify the Security Agent against any cost,
                loss
                or liability incurred by any of them as a result
                of:

            


    

     

    
      	
              (a)    
                  

            	
              the
                taking, holding, protection or enforcement of the Transaction
                Security,

            


    

    


    
      	
              (b)    
                  

            	
              the
                exercise of any of the rights, powers, discretions and remedies vested
                in
                the Security Agent by the Finance Documents or by law;
                and

            


    

    


    
      	
              (c)     
                 

            	
              any
                default by any Obligor in the performance of any of the obligations
                expressed to be assumed by it in the Finance
                Documents.

            


    

    


    
      	
              16.4.2  

            	
              The
                Security Agent may, in priority to any payment to the Finance Parties,
                indemnify itself out of the Charged Property in respect of, and pay
                and
                retain, all sums necessary to give effect to the indemnity in this
                Clause
                16.4 and shall have a lien on the Transaction
                Security and the proceeds of the enforcement of the Transaction Security
                for all monies payable to it.

            


    

     

    
      	
              16.4.3  

            	 


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    
      	
              17  

            	
              MITIGATION
                BY THE
                LENDERS

            


    

     

    
      	
              17.1  

            	
              Mitigation

            


    

     

    
      	
              17.1.1  

            	
              Each
                Finance Party shall, in consultation with the Parent, take all reasonable
                steps to mitigate any circumstances which arise and which would result
                in
                any amount becoming payable under or pursuant to, or cancelled pursuant
                to, any of Clause 7.1 (Illegality), Clause 14 (Tax
                gross up and Indemnities) or Clause 15
                (Increased Costs) or paragraph 3 of Schedule
                4
                (Mandatory Cost Formula) including (but not limited to) transferring
                its
                rights and obligations under the Finance Documents to another Affiliate
                or
                Facility Office.

            


    

     

    
      	
              17.1.2  

            	
              Clause
                17.1.1 above does not in any way limit the obligations of any Obligor
                under the Finance Documents.

            


    

     

    
      	
              17.2  

            	
              Limitation
                of liability

            


    

     

    
      	
              17.2.1  

            	
              The
                Parent shall indemnify each Finance Party for all costs and expenses
                reasonably incurred by that Finance Party as a result of steps taken
                by it
                under Clause 17.1 (Mitigation).

            


    

     

    
      	
              17.2.2  

            	
              A
                Finance Party is not obliged to take any steps under Clause 17.1
                (Mitigation) if, in the opinion of that Finance Party (acting reasonably),
                to do so might be prejudicial to
                it.

            


    

     

    
      	
              18  

            	
              COSTS
                AND EXPENSES

            


    

     

    
      	
              18.1  

            	
              Transaction
                expenses

            


    

     

    The
      Parent shall promptly on demand pay the Agent, the Arranger and the Security
      Agent the amount of all costs and expenses (including legal fees) reasonably
      incurred by any of them in connection with the negotiation, preparation,
      printing, execution, syndication and perfection of:

    


    
      	
              (a)     
                  

            	
              this
                Agreement and any other documents referred to in this Agreement and
                the
                Transaction Security;

            


    

     

    
      	
              (b)      
                 

            	
              any
                other Finance Documents executed after the date of this
                Agreement.

            


    

     

    
      	
              18.2  

            	
              Amendment
                costs

            


    

     

    If
      (a) an
      Obligor requests an amendment, waiver or consent or (b) an amendment is required
      pursuant to Clause 34.9 (Change of currency), the Parent shall, within three
      Business Days of demand, reimburse each of the Facility Agent and the Security
      Agent for the amount of all costs and expenses (including legal fees) reasonably
      incurred by the Facility Agent and the Security Agent in responding to,
      evaluating, negotiating or complying with that request or
      requirement.

    


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    
      	
              18.3  

            	
              Enforcement
                and preservation costs

            


    

     

    The
      Parent shall, within three Business Days of demand, pay to the Arranger and
      each
      other Finance Party the amount of all costs and expenses (including legal fees)
      incurred by it in connection with the enforcement of or the preservation of
      any
      rights under any Finance Document and the Transaction Security and any
      proceedings instituted by or against the Security Agent as a consequence of
      taking or holding the Transaction Security or enforcing these
      rights.

    


    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    SECTION
      7

    GUARANTEE

    


    
      	
              19  

            	
              GUARANTEE
                AND
                INDEMNITY

            


    

     

    
      	
              19.1  

            	
              Guarantee
                and indemnity

            


    

     

    Each
      Guarantor irrevocably and unconditionally jointly and severally:

    


    
      	
              (a)      
                 

            	
              guarantees
                to each Finance Party punctual performance by another Obligor of
                all such
                Obligor's obligations under the Finance
                Documents;

            


    

     

    
      	
              (b)     
                  

            	
              undertakes
                with each Finance Party that whenever another Obligor does not pay
                any
                amount when due under or in connection with any Finance Document,
                that
                Guarantor shall immediately on demand pay that amount as if it was
                the
                principal obligor; and

            


    

     

    
      	
              (c)      
                 

            	
              indemnifies
                each Finance Party immediately on demand against any cost, loss or
                liability suffered by that Finance Party if any obligation guaranteed
                by
                it is or becomes unenforceable, invalid or illegal. The amount of
                the
                cost, loss or liability shall be equal to the amount which that Finance
                Party would otherwise have been entitled to
                recover.

            


    

     

    
      	
              19.2  

            	
              Continuing
                Guarantee

            


    

     

    This
      guarantee is a continuing guarantee and will extend to the ultimate balance
      of
      sums payable by any Obligor under the Finance Documents, regardless of any
      intermediate payment or discharge in whole or in part.

    


    
      	
              19.3  

            	
              Reinstatement

            


    

     

    If
      any
      payment by an Obligor or any discharge given by a Finance Party (whether in
      respect of the obligations of any Obligor or any security for those obligations
      or otherwise) is avoided or reduced as a result of insolvency or any similar
      event:

    


    
      	
              (a)  
                      

            	
              the
                liability of each Obligor shall continue as if the payment, discharge,
                avoidance or reduction had not occurred;
                and

            


    

    


    
      	
              (b)  
                     

            	
              each
                Finance Party shall be entitled to recover the value or amount of
                that
                security or payment from each Obligor, as if the payment, discharge,
                avoidance or reduction had not
                occurred.

            


    

    


    
      	
              19.4  

            	
              Waiver
                of defences

            


    

     

    The
      obligations of each Guarantor under this Clause 19 will not be affected by
      an
      act, omission, matter or thing which, but for this Clause 19, would reduce,
      release or prejudice any of its obligations under this Clause 19 (without
      limitation and whether or not known to it or any Finance Party)
      including:

    


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    
      	
              (a)      
                 

            	
              any
                time, waiver or consent granted to, or composition with, any Obligor
                or
                other person;

            


    

    


    
      	
              (b)      
                 

            	
              the
                release of any other Obligor or any other person under the terms
                of any
                composition or arrangement with any creditor of any Obligor or any
                other
                person;

            


    

    


    
      	
              (c)     
                  

            	
              the
                taking, variation, compromise, exchange, renewal or release of, or
                refusal
                or neglect to perfect, take up or enforce, any rights against, or
                security
                over assets of, any Obligor or other person or any non-presentation
                or
                non-observance of any formality or other requirement in respect of
                any
                instrument or any failure to realise the full value of any
                Security;

            


    

    


    
      	
              (d)     
                  

            	
              any
                incapacity or lack of power, authority or legal personality of or
                dissolution or change in the members or status of an Obligor or any
                other
                person;

            


    

    


    
      	
              (e)     
                  

            	
              any
                amendment, novation, supplement, extension (whether of maturity or
                otherwise) or restatement (in each case, however fundamental and
                of
                whatsoever nature) or replacement of a Finance Document or any other
                document or security;

            


    

    


    
      	
              (f)      
                 

            	
              any
                unenforceability, illegality or invalidity of any obligation of any
                person
                under any Finance Document or any other document or Security;
                or

            


    

    


    
      	
              (g)     
                  

            	
              any
                insolvency or similar proceedings.

            


    

    


    
      	
              19.5  

            	
              Immediate
                recourse

            


    

     

    Each
      Guarantor waives any right it may have of first requiring any Finance Party
      (or
      any trustee or agent on its behalf) to proceed against or enforce any other
      rights or Security or claim payment from any person before claiming from that
      Guarantor under this Clause 19. This waiver applies irrespective of any law
      or
      any provision of a Finance Document to the contrary.

    


    
      	
              19.6  

            	
              Appropriations

            


    

     

    Until
      all
      amounts which may be or become payable by the Obligors under or in connection
      with the Finance Documents have been irrevocably paid in full, each Finance
      Party (or any trustee or agent on its behalf) may:

    


    
      	
              (a)      
                 

            	
              refrain
                from applying or enforcing any other moneys, Security or rights held
                or
                received by that Finance Party (or any trustee or agent on its behalf)
                in
                respect of those amounts, or apply and enforce the same in such manner
                and
                order as it sees fit (whether against those amounts or otherwise)
                and no
                Guarantor shall be entitled to the benefit of the same;
                and

            


    

    


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    
      	
              (b)     
                  

            	
              hold
                in an interest-bearing suspense account any moneys received from
                any
                Guarantor or on account of any Guarantor's liability under this Clause
                19.

            


    

    


    
      	
              19.7  

            	
              Deferral
                of Guarantors' rights

            


    

     

    Until
      all
      amounts which may be or become payable by the Obligors under or in connection
      with the Finance Documents have been irrevocably paid in full and unless the
      Facility Agent otherwise directs, no Guarantor will exercise any rights which
      it
      may have by reason of performance by it of its obligations under the Finance
      Documents:

    


    
      	
              (a)     
                  

            	
              to
                be indemnified by an Obligor;

            


    

    


    
      	
              (b)     
                  

            	
              to
                claim any contribution from any other guarantor of any Obligor's
                obligations under the Finance Documents;
                and/or

            


    

    


    
      	
              (c)      
                 

            	
              to
                take the benefit (in whole or in part and whether by way of subrogation
                or
                otherwise) of any rights of the Finance Parties under the Finance
                Documents or of any other guarantee or security taken pursuant to,
                or in
                connection with, the Finance Documents by any Finance
                Party.

            


    

    


    
      	
              19.8  

            	
              Release
                of Guarantors' right of
                contribution

            


    

     

    If
      any
      Guarantor (a "Retiring
      Guarantor") ceases to be a Guarantor in accordance with the terms of the
      Finance Documents then on the date such Retiring Guarantor ceases to be a
      Guarantor:

    


    
      	
              (a)     
                  

            	
              that
                Retiring Guarantor is released by each other Guarantor from any liability
                (whether past, present or future and whether actual or contingent)
                to make
                a contribution to any other Guarantor arising by reason of the performance
                by any other Guarantor of its obligations under the Finance Documents;
                and

            


    

    


    
      	
              (b)     
                 

            	
              each
                other Guarantor waives any rights it may have by reason of the performance
                of its obligations under the Finance Documents to take the benefit
                (in
                whole or in part and whether by way of subrogation or otherwise)
                of any
                rights of the Finance Parties under any Finance Document or of any
                other
                Security taken pursuant to, or in connection with, any Finance Document
                where such rights or Security are granted by or in relation to the
                assets
                of the Retiring Guarantor.

            


    

    


    
      	
              19.9  

            	
              Additional
                Security

            


    

     

    This
      guarantee is in addition to and is not in any way prejudiced by any other
      guarantee or Security now or subsequently held by any Finance
      Party.

    


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    
      	
              19.10  

            	
              Waiver

            


    

     

    
      	
              19.10.1  

            	
              Without
                prejudice to the other clauses of this Clause 19, each Guarantor
                waives
                all its rights and defences as set out in Section 7:852 (1), (2)
                and (3),
                Section 7:853 and Section 7:855 Dutch Civil Code and all its rights
                and
                defences as set out in Section 6:139 and Section 6:154 Dutch Civil
                Code as
                well as all other rights and defences accorded to it by law or otherwise
                including, without limitation, the right of set-off, insofar as such
                a
                waiver is permitted by mandatory provisions of
                law.

            


    

     

    
      	
              19.11  

            	
              Guarantee
                Limitations

            


    

     

    
      	
              19.11.1  

            	
              This
                guarantee does not apply to any liability to the extent that it would
                result in this guarantee constituting unlawful financial assistance
                within
                the meaning of Section 2:207 (c) of the Dutch Civil Code or any equivalent
                and applicable provisions under the laws of the jurisdiction of
                incorporation of the relevant
                Guarantor.

            


    

     

    
      	
              19.11.2  

            	
              If
                required by law, the guarantee, indemnity and other obligations of
                an
                Additional Obligor to be assumed in this Clause 19 shall be limited
                as set
                out in the relevant Accession
                Letter.

            


    

     

    
      	
              20  

            	
              BANK
                ACCOUNTS

            


    

     

    
      	
              20.1  

            	
              Designation
                of Accounts

            


    

     

    
      	
              20.1.1  

            	
              The
                Parent shall maintain the following bank
                accounts:

            


    

     

    
      	
              (a)  

            	
              a
                rent account designated the "Rent Account";
                and

            


    

     

    
      	
              (b)  

            	
              a
                current account designated the "General
                Account".

            


    

     

    
      	
              20.1.2  

            	
              Each
                Obligor collecting any Rental Income shall maintain one or more current
                accounts designated a "Collection
                Account".

            


    

     

    
      	
              20.1.3  

            	
              No
                Obligor shall, without the prior consent of the Facility Agent, maintain
                any other bank account.

            


    

     

    
      	
              20.2  

            	
              Collection
                Accounts

            


    

     

    
      	
              20.2.1  

            	
              Each
                Obligor shall have signing rights in relation to its Collection
                Account.

            


    

     

    
      	
              20.2.2  

            	
              Each
                Obligor must ensure that all Rental Income is paid into the relevant
                Collection Account.

            


    

     

    
      	
              20.2.3  

            	
              If
                any payment of any amount referred to in Clause 20.2 is paid into
                an
                Account other than a Collection Account, that payment shall be paid
                immediately into the relevant Collection
                Account.

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    
      	
              20.2.4  

            	
              At
                the close of business on the last Business Day of each Month the
                Obligors
                shall ensure that the balance of each Collection Account is swept
                to the
                Rent Account provided that:

            


    

     

    
      	
              (a)      
                 

            	
              any
                amount standing to the credit of a Collection Account which the Obligor
                confirms corresponds either to Tenant Contributions or to value added
                tax
                payable by tenants which is reimbursable by an Obligor to the tenants
                shall be retained in that Collection Account;
                and

            


    

    


    
      	
              (b)     
                  

            	
              an
                Obligor shall be entitled to retain in its Collection Account during
                each
                Interest Period an aggregate amount equal to the Permitted Operating
                Costs
                for that Interest Period.

            


    

    


    
      	
              20.2.5  

            	
              Each
                Obligor shall ensure that any amount retained in a Collection Account
                pursuant to Clause 20.2.4 is applied in payment or discharge of items
                to
                which the relevant Tenant Contributions relate or in reimbursement
                of the
                relevant value added tax or in payment of the Permitted Operating
                Costs.

            


    

     

    
      	
              20.3  

            	
              Rent
                Account

            


    

     

    
      	
              20.3.1  

            	
              Except
                as provided in Clause 20.3.8, the Parent shall have signing rights
                in
                relation to the Rent Account.

            


    

     

    
      	
              20.3.2  

            	
              The
                Borrowers shall ensure that any amounts payable to it under any Hedging
                Agreements are paid into the Rent
                Account.

            


    

     

    
      	
              20.3.3  

            	
              Each
                Borrower shall deposit amounts into the Rent Account in accordance
                with
                Clause 8.2.3.

            


    

     

    
      	
              20.3.4  

            	
              On
                any day on which an amount is due under a Building Right, Apartment
                Right
                or Leasehold Interest, the relevant Obligor
                may:

            


    

     

    
      	
              (a)     
                  

            	
              withdraw
                from the Rent Account an amount necessary to meet that due amount;
                and

            


    

    


    
      	
              (b)     
                  

            	
              apply
                that amount in payment of that due
                amount.

            


    

    


    
      	
              20.3.5  

            	
              If
                any payment of any amount referred to in Clause 20.3.2 is paid into
                an
                Account other than the Rent Account, that payment shall be paid
                immediately into the Rent Account.

            


    

     

    
      	
              20.3.6  

            	
              If
                any payment is made in to the Rent Account which should have been
                paid
                into another Account, the Parent shall pay that amount to that other
                Account, unless a Default is outstanding, in which case the Facility
                Agent
                may determine to which Account that amount is
                paid.

            


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    
      	
              20.3.7  

            	
              Except
                as provided in Clause 34.5 (Partial Payments) and Clause 20.3.8,
                on each
                Interest Payment Date, the Parent shall apply the amounts standing
                to the
                credit of the Rent Account, in the following
                order:

            


    

     

    
      	
              (a)      
                 

            	
              firstly,
                payment pro rata of any
                unpaid
                costs and expenses of the Facility Agent and the Security Agent due
                but
                unpaid under the Finance Documents;

            


    

    


    
      	
              (b)      
                 

            	
              secondly,
                in or towards
                payment of any amount due to the Hedge Counterparty but unpaid as
                a result
                of termination or closing out under the Hedging
                Agreements;

            


    

    


    
      	
              (c)     
                  

            	
              thirdly,
                in or towards
                payment of any payment (not being a payment as a result of termination
                of
                closing out) due but unpaid to the Hedge Counterparty under the Hedging
                Agreements;

            


    

    


    
      	
              (d)      
                 

            	
              fourthly,
                payment of any
                Break Costs due but unpaid under the Finance
                Documents;

            


    

    


    
      	
              (e)     
                  

            	
              fifthly,
                payment of any
                accrued interest and principal due but unpaid under this Agreement;
                and

            


    

    


    
      	
              (f)      
                 

            	
              sixthly,
                payment of any
                surplus into the General Account.

            


    

    


    
      	
              20.3.8  

            	
              At
                its first written request, the Facility Agent may, and shall be
                irrevocably authorised by the Parent
                to:

            


    

     

    
      	
              (a)      
                 

            	
              operate
                the Rent Account; and

            


    

    


    
      	
              (b)      
                 

            	
              withdraw
                from, and apply amounts standing to the credit of, the Rent Account
                in or
                towards any purpose for which moneys in any Account may be
                applied.

            


    

    


    
      	
              20.4  

            	
              General
                Account

            


    

     

    
      	
              20.4.1  

            	
              Except
                as provided in Clause 20.4.4, the Parent has signing rights in relation
                to
                the General Account.

            


    

     

    
      	
              20.4.2  

            	
              Each
                Borrower shall ensure that any amount received by it, other than
                any
                amount specifically required under this Agreement to be paid into
                any
                other Account, is paid into the General
                Account.

            


    

     

    
      	
              20.4.3  

            	
              Subject
                to any restriction in the Subordination Agreement and if no Default
                is
                outstanding, the Parent may withdraw any amount from the General
                Account.

            


    

     

    
      	
              20.4.4  

            	
              At
                its first written request, the Facility Agent may, and shall be
                irrevocably authorised by the Parent
                to:

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    
      	
              (a)     
                  

            	
              operate
                the General Account; and

            


    

    


    
      	
              (b)     
                  

            	
              withdraw
                from, and apply amounts standing to the credit of, the General Account
                in
                or towards any purpose for which moneys in any Account may be
                applied.

            


    

    


    
      	
              20.5  

            	
              Miscellaneous
                Accounts provisions

            


    

     

    
      	
              20.5.1  

            	
              Each
                Obligor shall ensure that no Account goes into
                overdraft.

            


    

     

    
      	
              20.5.2  

            	
              Any
                amount received or recovered by the Obligors otherwise than by credit
                to
                an Account shall be held subject to the security created by the Finance
                Documents and immediately be paid to the relevant Account or to the
                Facility Agent in the same funds as received or
                recovered.

            


    

     

    
      	
              20.5.3  

            	
              The
                monies standing to the credit of each Account may be applied by the
                Facility Agent on the date any repayment of the Loans is due to be
                made in
                or towards repayment of the Loans and all other amounts due to a
                Finance
                Party under the Finance Documents.

            


    

     

    
      	
              20.5.4  

            	
              No
                Finance Party is responsible or liable to any Obligor
                for:

            


    

     

    
      	
              (a)      
                 

            	
              any
                non-payment of any liability of such Obligor which could be paid
                out of
                moneys standing to the credit of an Account;
                or

            


    

    


    
      	
              (b)     
                  

            	
              any
                withdrawal wrongly made, if made in good
                faith.

            


    

    


    
      	
              20.5.5  

            	
              Each
                Obligor shall, within five Business Days of any request by the Facility
                Agent, supply the Facility Agent with the following information in
                relation to any payment received in an
                Account:

            


    

     

    
      	
              (a)     
                  

            	
              the
                date of payment or receipt;

            


    

    


    
      	
              (b)     
                  

            	
              the
                payer; and

            


    

    


    
      	
              (c)      
                 

            	
              the
                purpose of the payment or receipt.

            


    

    


    
      	
              20.6  

            	
              Change
                of Bank Accounts

            


    

     

    
      	
              20.6.1  

            	
              An
                Account shall be moved to another bank at any time if the Facility
                Agent
                so requests.

            


    

     

    
      	
              20.6.2  

            	
              A
                change of Account only becomes effective when the proposed new bank
                agrees
                with the Facility Agent and the Parent, in a manner satisfactory
                to the
                Facility Agent, to fulfil the role of the bank holding that
                Account.

            


    

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    
      	
              20.6.3  

            	
              Each
                Obligor shall promptly notify the Finance Parties upon becoming aware
                that
                a bank at which an Account is held does not have a Requisite
                Rating.

            


    

     

    
      	
              20.6.4  

            	
              Without
                limiting Clause 20.6.3, if a bank at which an Account is held does
                not
                have a Requisite Rating, the Finance Parties may require that that
                Account
                be moved, within 10 Business Days, to another bank of its choice
                which
                does have a Requisite Rating.

            


    

     

    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    SECTION
      8

    REPRESENTATIONS,
      UNDERTAKINGS AND EVENTS OF DEFAULT

    


    
      	
              21  

            	
              REPRESENTATIONS

            


    

     

    
      	
              21.1  

            	
              General

            


    

     

    
      	
              21.1.1  

            	
              Each
                Obligor makes the representations and warranties set out in this
                Clause 21
                to each Finance Party on the date of this
                Agreement.

            


    

     

    
      	
              21.2  

            	
              Status

            


    

     

    
      	
              21.2.1  

            	
              It
                and each of its Subsidiaries is a limited liability company, duly
                incorporated and validly existing under the law of its jurisdiction
                of
                incorporation.

            


    

     

    
      	
              21.2.2  

            	
              It
                and each of its Subsidiaries has the power to own its assets and
                carry on
                its business as it is being
                conducted.

            


    

     

    
      	
              21.3  

            	
              Binding
                obligations

            


    

     

    Subject
      to the Legal Reservations:

    


    
      	
              (a)     
                  

            	
              the
                obligations expressed to be assumed by it in each Transaction Document
                to
                which it is a party are legal, valid, binding and enforceable obligations;
                and

            


    

     

    
      	
              (b)      
                 

            	
              (without
                limiting the generality of paragraph (a) above), each Transaction
                Security
                Document to which it is a party creates the security interests which
                that
                Transaction Security Document purports to create and those security
                interests are valid and effective.

            


    

     

    
      	
              21.4  

            	
              Non-conflict
                with other obligations

            


    

     

    The
      entry
      into and performance by it of, and the transactions contemplated by, the
      Transaction Documents and the granting of the Transaction Security do not and
      will not conflict with:

    


    
      	
              (a)      
                 

            	
              any
                law or regulation applicable to it;

            


    

    


    
      	
              (b)     
                  

            	
              the
                constitutional documents of any Obligor;
                or

            


    

    


    
      	
              (c)     
                  

            	
              any
                agreement or instrument binding upon it or any of its or assets or
                constitute a default or termination event (however described) under
                any
                such agreement or instrument.

            


    

    


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	
              21.5  

            	
              Power
                and authority

            


    

     

    
      	
              21.5.1  

            	
              It
                has the power to enter into, perform and deliver, and has taken all
                necessary action to authorise its entry into, performance and delivery
                of,
                the Transaction Documents to which it is or will be a party and the
                transactions contemplated by those Transaction
                Documents.

            


    

     

    
      	
              21.6  

            	
              Validity
                and admissibility in evidence

            


    

     

    
      	
              21.6.1  

            	
              All
                Authorisations required or
                desirable:

            


    

     

    
      	
              (a)     
                  

            	
              to
                enable it lawfully to enter into, exercise its rights and comply
                with its
                obligations in the Transaction Documents to which it is a party;
                and

            


    

    


    
      	
              (b)      
                 

            	
              to
                make the Transaction Documents to which it is a party admissible
                in
                evidence in its Relevant
                Jurisdictions,

            


    

    


    have
      been
      obtained or effected and are in full force and effect.

    


    
      	
              21.6.2  

            	
              All
                Authorisations necessary for the conduct of the business, trade and
                ordinary activities of the Obligors have been obtained or effected
                and are
                in full force and effect if failure to obtain or effect those
                Authorisations has or is reasonably likely to have a Material Adverse
                Effect.

            


    

     

    
      	
              21.7  

            	
              Governing
                law and enforcement

            


    

     

    
      	
              21.7.1  

            	
              The
                choice of governing law of the Finance Documents will be recognised
                and
                enforced in its Relevant
                Jurisdictions.

            


    

     

    
      	
              21.7.2  

            	
              Any
                judgment obtained in relation to a Finance Document in the jurisdiction
                of
                the governing law of that Finance Document will be recognised and
                enforced
                in its Relevant Jurisdictions.

            


    

     

    
      	
              21.8  

            	
              Insolvency

            


    

     

    No:

    


    
      	
              (a)     
                  

            	
              corporate
                action, legal proceeding or other procedure or step described in
                Clause
                27.7.1 (Insolvency proceedings); or

            


    

    


    
      	
              (b)      
                 

            	
              creditors'
                process described in Clause 27.8 (Creditors'
                process),

            


    

    


    has
      been
      taken or, to the knowledge of the Parent, threatened in relation to an Obligor
      or any other person granting Transaction Security, and none of the circumstances
      described in Clause 27.6 (Insolvency) applies to an Obligor or any other person
      granting Transaction Security.

    


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    


    
      	
              21.9  

            	
              No
                filing or stamp taxes

            


    

     

    Under
      the
      laws of its Relevant Jurisdiction it is not necessary that the Finance Documents
      be filed, recorded or enrolled with any court or other authority in that
      jurisdiction or that any stamp, registration, notarial or similar Taxes or
      fees
      be paid on or in relation to the Finance Documents or the transactions
      contemplated by the Finance Documents except for the filing of certain
      Transaction Security Documents to which it is a party which will be made
      promptly after the execution of such Transaction Security Document.

    


    
      	
              21.10  

            	
              Deduction
                of Tax

            


    

     

    It
      is not
      required to make any deduction for or on account of Tax from any payment it
      may
      make under any Finance Document.

    


    
      	
              21.11  

            	
              No
                default

            


    

     

    
      	
              21.11.1  

            	
              No
                Event of Default and, on the date of this Agreement and the Utilisation
                Date, no Default is continuing or is reasonably likely to result
                from the
                making of any Utilisation or the entry into, the performance of,
                or any
                transaction contemplated by, any Transaction
                Document.

            


    

     

    
      	
              21.11.2  

            	
              No
                other event or circumstance is outstanding which constitutes (or,
                with the
                expiry of a grace period, the giving of notice, the making of any
                determination or any combination of any of the foregoing, would
                constitute) a default or termination event (however described) under
                any
                other agreement or instrument which is binding on it or any of its
                Subsidiaries or to which its (or any of its Subsidiaries') assets
                are
                subject which has or is reasonably likely to have a Material Adverse
                Effect.

            


    

     

    
      	
              21.12  

            	
              No
                proceedings pending or threatened

            


    

     

    No
      litigation, arbitration or administrative proceedings or investigations of,
      or
      before, any court, arbitral body or agency which, if adversely determined,
      are
      reasonably likely to have a Material Adverse Effect have (to the best of its
      knowledge and belief (having made due and careful enquiry)) been started or
      threatened against it or any of its Subsidiaries.

    


    
      	
              21.13  

            	
              No
                breach of laws

            


    

     

    
      	
              21.13.1  

            	
              It
                has not (and none of its Subsidiaries has) breached any law or regulation
                which breach has or is reasonably likely to have a Material Adverse
                Effect.

            


    

     

    
      	
              21.13.2  

            	
              No
                labour disputes are current or, to the best of its knowledge and
                belief
                (having made due and careful enquiry), threatened against any Obligor
                which have or are reasonably likely to have a Material Adverse
                Effect.

            


    

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    
      	
              21.14  

            	
              No
                misleading information

            


    

     

    
      	
              21.14.1  

            	
              Save
                as disclosed in writing to the Facility Agent and the Arranger prior
                to
                the date of this Agreement:

            


    

     

    
      	
              (a)     
                  

            	
              any
                factual information supplied by each Obligor was true and accurate
                in all
                material respects as at the date of the relevant report or document
                containing the information or (as the case may be) as at the date
                the
                information is expressed to be
                given;

            


    

    


    
      	
              (b)     
                  

            	
              any
                financial projection or forecast supplied by each Obligor has been
                prepared on the basis of recent historical information and on the
                basis of
                reasonable assumptions and was fair (as at the date of the relevant
                report
                or document containing the projection or forecast) and arrived at
                after
                careful consideration;

            


    

    


    
      	
              (c)     
                  

            	
              the
                expressions of opinion or intention provided by or on behalf of an
                Obligor
                were made after careful consideration and (as at the date of the
                relevant
                report or document containing the expression of opinion or intention)
                were
                fair and based on reasonable
                grounds;

            


    

    


    
      	
              (d)     
                  

            	
              no
                event or circumstance has occurred or arisen and no information has
                been
                omitted and no information has been given or withheld that results
                in the
                information, opinions, intentions, forecasts or projections supplied
                by
                each Obligor being untrue or misleading in any material
                respect;

            


    

    


    
      	
              (e)      
                 

            	
              all
                other written information provided by any Obligor (including its
                advisers)
                to a Finance Party or the provider of any Report was true, complete
                and
                accurate in all material respects as at the date it was provided
                and is
                not misleading in any respect.

            


    

    


    
      	
              21.15  

            	
              Valuation

            


    

     

    
      	
              21.15.1  

            	
              All
                information supplied by or on behalf of the Obligors to the Valuer
                for the
                purposes of each Valuation was true and accurate as at its date or
                (if
                appropriate) as at the date (if any) at which it is stated to be
                given.

            


    

     

    
      	
              21.15.2  

            	
              Any
                financial projections contained in the information referred to in
                Clause
                21.15.1 above have been prepared as at their date, on the basis of
                recent
                historical information and assumptions believed by the Obligors to
                be fair
                and reasonable.

            


    

     

    
      	
              21.15.3  

            	
              The
                Obligors have not omitted to supply any information which, if disclosed,
                would adversely affect the
                Valuation.

            


    

     

    
      	
              21.15.4  

            	
              In
                the case of the relevant Initial Valuation only, nothing has occurred
                since the date information referred to in paragraph (a) above was
                supplied
                and the Utilisation Date which, if it had occurred prior to the relevant
                Initial Valuation, would adversely affect that Initial
                Valuation.

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    
      	
              21.16  

            	
              Information
                for Report on Title

            


    

     

    
      	
              21.16.1  

            	
              The
                information supplied by or behalf of the Obligors to the lawyers
                who
                prepared any Report on Title for the purpose of that Report on Title
                was
                true and accurate in all material respects as at its date or (if
                appropriate) as at the date (if any) at which it is stated to be
                given.

            


    

     

    
      	
              21.16.2  

            	
              The
                information referred to in Clause 21.16.1 above was at the date it
                was
                expressed to be given complete and did not omit any information which,
                if
                disclosed would make that information untrue or misleading in any
                material
                respect.

            


    

     

    
      	
              21.16.3  

            	
              As
                at the relevant Utilisation Date, nothing has occurred since the
                date of
                any information referred to in Clause 21.16.1 above which, if disclosed,
                would make that information untrue or misleading in any material
                respect.

            


    

     

    
      	
              21.17  

            	
              Financial
                Statements

            


    

     

    
      	
              21.17.1  

            	
              Its
                Original Finance Statements were prepared in accordance with Accounting
                Principle consistently applied.

            


    

     

    
      	
              21.17.2  

            	
              Its
                unaudited Original Finance Statements fairly represent its financial
                condition and results of operations for the relevant financial
                year.

            


    

     

    
      	
              21.17.3  

            	
              Its
                audited Original Finance Statements give a true and fair view of
                its
                financial condition and results of operations during the relevant
                financial year.

            


    

     

    
      	
              21.17.4  

            	
              There
                has been no material adverse change in its assets, business or financial
                condition since the date of the Original Financial
                Statements.

            


    

     

    
      	
              21.17.5  

            	
              Its
                most recent financial statements delivered pursuant to Clause 22.2
                (Financial statements):

            


    

     

    
      	
              (a)     
                  

            	
              have
                been prepared in accordance with the Accounting
                Principles;

            


    

    


    
      	
              (b)     
                  

            	
              give
                a true and fair view of (if audited) or fairly present (if unaudited)
                its
                (consolidated, if appropriate) financial condition as at the end
                of, and
                results of operations (consolidated, if appropriate) for, the period
                to
                which they relate; and

            


    

    


    
      	
              (c)     
                  

            	
              the
                budgets and forecasts supplied under this Agreement were arrived
                at after
                careful consideration and have been prepared in good faith on the
                basis of
                recent historical information and on the basis of assumptions which
                were
                reasonable as at the date they were prepared and
                supplied.

            


    

    


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    
      	
              21.17.6  

            	
              Its
                most recent financial statements delivered pursuant to Clause 22.2
                (Financial statements):

            


    

     

    
      	
              (a)     
                  

            	
              have
                been prepared in accordance with the Accounting Principles as applied
                to
                the Original Financial Statements;
                and

            


    

    


    
      	
              (b)     
                  

            	
              give
                a true and fair view of (if audited) or fairly present (if unaudited)
                its
                consolidated financial condition as at the end of, and consolidated
                results of operations for, the period to which they
                relate.

            


    

    


    
      	
              21.17.7  

            	
              The
                budgets and forecasts supplied under this Agreement were arrived
                at after
                careful consideration and have been prepared in good faith on the
                basis of
                recent historical information and on the basis of assumptions which
                were
                reasonable as at the date they were prepared and
                supplied.

            


    

     

    
      	
              21.17.8  

            	
              Since
                the date of the most recent financial statements delivered pursuant
                to
                Clause 22.2 (Financial statements) there has been no material adverse
                change in the business, assets or financial condition of an
                Obligor.

            


    

     

    
      	
              21.18  

            	
              Good
                title to assets

            


    

     

    
      	
              21.18.1  

            	
              It
                and each of its Subsidiaries has a good, valid and marketable title
                to, or
                valid leases or licences of, and all appropriate Authorisations to
                use,
                the assets necessary to carry on its business as presently
                conducted.

            


    

     

    
      	
              21.18.2  

            	
              It
                and each of its Subsidiaries is the sole legal and beneficial owner
                of the
                respective assets over which it purports to grant
                Security.

            


    

     

    
      	
              21.19  

            	
              Title
                to Property

            


    

     

    
      	
              21.19.1  

            	
              Notwithstanding
                the generality of Clause 21.18 (Good title to assets), the Obligors
                shall
                from the relevant Utilisation Date:

            


    

     

    
      	
              (a)     
                  

            	
              be
                the legal and beneficial owner of each Property;
                and

            


    

    


    
      	
              (b)     
                  

            	
              have
                good and marketable title to each
                Property,

            


    

    


    in
      each
      case free from Security (other than those set out in the Transaction Security
      Documents) and restrictions and onerous covenants (other than those set out
      in
      the Report on Title).

    


    
      	
              21.19.2  

            	
              From
                the relevant Utilisation Date except as disclosed in any Report on
                Title:

            


    

     

    
      	
              (a)     
                  

            	
              no
                breach of any law or regulation is outstanding which adversely affects
                or
                might adversely affect the value of any
                Property;

            


    

    


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    
      	
              (b)      
                 

            	
              (there
                is no covenant, agreement, stipulation, reservation, condition, interest,
                right or other matter adversely affecting any
                Property;

            


    

    


    
      	
              (c)     
                  

            	
              nothing
                has arisen or has been created or is outstanding which would be an
                overriding interest, or an unregistered interest which overrides
                first
                registration or registered dispositions, over any
                Property;

            


    

    


    
      	
              (d)      
                 

            	
              no
                facility necessary for the enjoyment and use of any Property is enjoyed
                by
                any Property on terms entitling any person to terminate or curtail
                its
                use;

            


    

    


    
      	
              (e)     
                  

            	
              it
                has not received any notice of any adverse claim by any person in
                respect
                of the ownership of any Property or any interest in it, nor has any
                acknowledgement been given to any person in respect of any Property;
                and

            


    

    


    
      	
              (f)     
                  

            	
              any
                Property is held by it free from any tenancy or licence other than
                any
                Occupational Lease.

            


    

    


    
      	
              21.19.3  

            	
              All
                deeds and documents necessary to show good and marketable title to
                the
                Borrowers’ interests in any Property will from the relevant Utilisation
                Date be:

            


    

     

    
      	
              (a)     
                  

            	
              in
                possession of the Facility Agent;
                or

            


    

    


    
      	
              (b)     
                  

            	
              held
                to the order of the Facility Agent.

            


    

    


    
      	
              21.20  

            	
              Ownership
                shares

            


    

     

    
      	
              21.20.1  

            	
              Notwithstanding
                the generality of Clause 21.18 (Good title to assets) the Parent
                legally
                and beneficially owns 100 per cent. of the ordinary shares in the
                capital
                of any other Obligor;

            


    

     

    
      	
              21.20.2  

            	
              The
                shares of any Obligor which are subject to the Transaction Security
                are
                fully paid and not subject to any option to purchase or similar rights.
                Save for any "blokkeringsclausule" pursuant to Section 2:195 of the
                Dutch
                Civil Code, the Constitutional Documents do not and could not restrict
                or
                inhibit any transfer of those shares on creation or enforcement of
                the
                Transaction Security.

            


    

     

    
      	
              21.21  

            	
              Group
                Structure Chart

            


    

     

    
      	
              21.21.1  

            	
              The
                Group Structure Chart delivered to the Facility Agent pursuant to
Schedule
                2 part
                IB (Conditions Precedent) is true, complete and accurate in all material
                respects.

            


    

     

    
      	
              21.22  

            	
              Lease
                Documents

            


    

     

    
      	
              21.22.1  

            	
              All
                payments to it by any other party to each Lease Document are not
                subject
                to any right of set-off or similar right other than those permitted
                by
                mandatory law.

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    
      	
              21.22.2  

            	
              Each
                list of Occupational Leases delivered by the Obligors to the Facility
                Agent under the Finance Documents represents a true, complete and
                accurate
                list of all Occupational Leases in effect at the relevant time in
                respect
                of the Properties.

            


    

     

    
      	
              21.23  

            	
              Acquisition
                Documents

            


    

     

    
      	
              21.23.1  

            	
              The
                Acquisition Documents contain all the terms of the
                Acquisition.

            


    

     

    
      	
              21.23.2  

            	
              There
                is no disclosure made to the Acquisition Documents which has or may
                have a
                material adverse effect on any of the information, opinions, intentions,
                forecasts and projections supplied by the
                Obligors.

            


    

     

    
      	
              21.23.3  

            	
              To
                the best of its knowledge no representation or warranty given by
                any party
                to the Acquisition Documents is untrue or misleading in any material
                respect.

            


    

     

    
      	
              21.24  

            	
              Environmental
                laws

            


    

     

    
      	
              21.24.1  

            	
              To
                the extent applicable, it has obtained all Environmental Approvals
                required for the carrying on of their respective businesses as currently
                conducted and is in compliance
                with:

            


    

     

    
      	
              (a)     
                  

            	
              the
                terms and conditions of such Environmental Approvals;
                and

            


    

    


    
      	
              (b)     
                  

            	
              all
                other applicable Environmental
                Laws,

            


    

    


    
      	
              21.24.2  

            	
              where,
                in each case, if not obtained or complied with, the failure or its
                consequences might have a material adverse effect on the ability
                of any
                Obligor to comply with its obligations under the Finance Documents.
                There
                are to their respective knowledge no circumstances that may prevent
                or
                interfere with such compliance in the
                future.

            


    

     

    
      	
              21.24.3  

            	
              Except
                as disclosed by the Parent in writing to the Lender prior to the
                date of
                this Agreement, it is in compliance with Clause 25.5 (Environmental
                matters) there is no Environmental Claim (to the best of each Obligor's
                knowledge and belief after due and careful enquiry) pending or formally
                threatened (including, without limitation, any arising out of the
                generation, storage, transport, disposal or release of any Dangerous
                Substance) against an Obligor which, if adversely determined, might
                have
                or is reasonably likely to result in a Material Adverse
                Effect.

            


    

     

    
      	
              21.24.4  

            	
              To
                the best of its knowledge and belief, no Dangerous Substance has
                been
                used, disposed of, generated, stored, transported, dumped, released,
                deposited, buried or emitted at, on, from or under any premises (whether
                or not (legally or beneficially) owned, leased, occupied or controlled
                by
                an Obligor and including any off-site waste management or disposal
                location utilised by an Obligor) in such manner or circumstances
                as if
                adversely determined, might have a material adverse effect on the
                ability
                of any Obligor to comply with its obligations under the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    
      	
              21.25  

            	
              Taxation

            


    

     

    
      	
              21.25.1  

            	
              It
                is not (and none of its Subsidiaries is) materially overdue in the
                filing
                of any Tax returns and it is not (and none of its Subsidiaries is)
                overdue
                in the payment of any amount in respect of
                Tax.

            


    

     

    
      	
              21.25.2  

            	
              No
                claims or investigations are being, or are reasonably likely to be,
                made
                or conducted against it (or any of its Subsidiaries) with respect
                to
                Taxes.

            


    

     

    
      	
              21.25.3  

            	
              It
                is resident for Tax purposes only in the jurisdiction of its
                incorporation.

            


    

     

    
      	
              21.25.4  

            	
              It
                is not a member of a fiscal unity.

            


    

     

    
      	
              21.25.5  

            	
              No
                person which holds any cumulative preference shares in the
                capital of an Obligor qualifies as an affiliated entity
                (verbonden
                lichaam) with the Parent as meant in section 4
                (7) of the Real Estate Transfer Act (Wet op belastingen van
                rechtsverkeer).

            


    

     

    
      	
              21.26  

            	
              Security
                and Financial Indebtedness

            


    

     

    
      	
              21.26.1  

            	
              No
                Security or Quasi-Security exists over all or any of the present
                or future
                assets of any Obligor other than as permitted by this
                Agreement.

            


    

     

    
      	
              21.26.2  

            	
              No
                Obligor has any Financial Indebtedness outstanding other than as
                permitted
                by this Agreement.

            


    

     

    
      	
              21.27  

            	
              Ranking

            


    

     

    The
      Transaction Security has or will have first ranking priority and it is not
      subject to any prior ranking or pari passu ranking
      Security.

    


    
      	
              21.28  

            	
              No
                other business

            


    

     

    
      	
              21.28.1  

            	
              No
                Obligor has traded or carried on any business since the date of its
                incorporation or formation except for the ownership and management
                of
                their interests in the Properties and, in case of the Parent, the
                ownership of the shares as set out in Clause 21.20 (Ownership
                Shares).

            


    

     

    
      	
              21.28.2  

            	
              As
                at the date of this Agreement, it is not party to any material agreement
                other than the Transaction
                Documents.

            


    

     

    
      	
              21.28.3  

            	
              As
                at the date of this Agreement, the Obligors (save for the Parent)
                do not
                have any Subsidiaries and the Parent does not have any Subsidiaries
                other
                than the other Obligors.

            


    

     

    
      	
              21.28.4  

            	
              The
                Obligors:

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    
      	
              (a)      
                 

            	
              do
                not have, and has not had, any employees;
                and

            


    

    


    
      	
              (b)     
                  

            	
              do
                not have any obligation in respect of any retirement benefit or
                occupational pension scheme of any
                person.

            


    

    


    
      	
              21.29  

            	
              Centre
                of main interests and
                establishments

            


    

     

    For
      the
      purposes of The Council of the European Union Regulation No. 1346/2000 on
      Insolvency Proceedings (the "Regulation"), its centre of
      main interest (as that term is used in Article 3(1) of the Regulation) is
      situated in its jurisdiction of incorporation and it has no "establishment"
      (as
      that term is used in Article 2(h) of the Regulations) in any other
      jurisdiction.

    


    
      	
              21.30  

            	
              Times
                when representations made

            


    

     

    
      	
              21.30.1  

            	
              All
                the representations and warranties in this Clause 21 are made by
                each
                Obligor on the date of this
                Agreement.

            


    

     

    
      	
              21.30.2  

            	
              All
                the representations and warranties in this Clause 21 are deemed to
                be made
                by each Obligor on the first Utilisation
                Date.

            


    

     

    
      	
              21.30.3  

            	
              The
                representations and warranties in Clause 21.14 (No misleading information)
                are deemed to be made by each Obligor on the Syndication
                Date.

            


    

     

    
      	
              21.30.4  

            	
              The
                Repeating Representations are deemed to be made by each Obligor on
                the
                date of each Utilisation Request, on each Utilisation Date and on
                the
                first day of each Interest Period (except that those contained in
                Clauses
                21.17.1 - 21.17.4 (Financial Statements) will cease to be so made
                once
                subsequent financial statements have been delivered under this
                Agreement).

            


    

     

    
      	
              21.30.5  

            	
              Each
                representation or warranty deemed to be made after the date of this
                Agreement shall be deemed to be made by reference to the facts and
                circumstances existing at the date the representation or warranty
                is
                deemed to be made.

            


    

     

    
      	
              22  

            	
              INFORMATION
                UNDERTAKINGS

            


    

     

    
      	
              22.1.1  

            	
              The
                undertakings in this Clause 22 remain in force from the date of this
                Agreement for so long as any amount is outstanding under the Finance
                Documents or any Commitment is in
                force.

            


    

     

    
      	
              22.1.2  

            	
              In
                this Clause 22:

            


    

     

    "Annual
      Financial Statements"
      means the annual financial statements for a Financial Year delivered pursuant
      to
      paragraph (a) of Clause 22.2 (Financial statements).

    


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

    "Quarterly
      Financial
      Statements" means the quarterly financial statement in respect of a
      Financial Quarter delivered pursuant to paragraph (b) of Clause 22.2 (Financial
      statements).

    


    
      	
              22.2  

            	
              Financial
                statements

            


    

     

    The
      Parent shall supply to the Facility Agent in sufficient copies for all the
      Lenders:

    


    
      	
              (a)     
                  

            	
              as
                soon as the same become available, but in any event within 90 days
                after
                the end of the Obligors’ Financial Years, the Obligors’ audited Annual
                Financial Statements; and

            


    

     

    
      	
              (b)     
                  

            	
              as
                soon as the same become available, but in any event within 45 days
                after
                the end of the Obligors' Financial Quarter, the Obligors’ Quarterly
                Financial Statements.

            


    

     

    
      	
              22.3  

            	
              Compliance
                Certificate

            


    

     

    
      	
              22.3.1  

            	
              The
                Parent shall supply a Compliance Certificate to the Facility Agent
                with
                each set of its audited consolidated Annual Financial Statements
                and each
                set of its Quarterly Financial
                Statements.

            


    

     

    
      	
              22.3.2  

            	
              The
                Compliance Certificate shall, amongst other things, set out (in reasonable
                detail) computations as to compliance with Clause 23 (Financial
                Covenants).

            


    

     

    
      	
              22.3.3  

            	
              Each
                Compliance Certificate shall be signed by the number of directors
                required
                to duly represent the Parent and, if required to be delivered with
                the
                consolidated Annual Financial Statements, shall be reported on by
                the
                Auditors in the form agreed by the Parent and the Majority
                Lenders.

            


    

     

    
      	
              22.3.4  

            	 


    

     

    
      	
              22.4  

            	
              Requirements
                as to financial statements

            


    

     

    
      	
              22.4.1  

            	
              Each
                set of Annual Financial Statements or Quarterly Financial Statements
                delivered by the Obligors pursuant to this Clause 22 shall be certified
                by
                the number of directors required to duly represent the relevant Obligor
                as
                fairly representing its financial condition as at the date as at
                which
                those financial statements were drawn
                up.

            


    

     

    
      	
              22.4.2  

            	 


    

     

    
      	
              22.4.3  

            	
              Each
                Obligor shall procure that each set of Annual Financial Statements
                or
                Quarterly Financial Statements delivered pursuant to this Clause
                22 shall
                be prepared using the Accounting
                Principles.

            


    

     

    
      	
              22.4.4  

            	 


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

    
      	
              22.5  

            	
              Valuation

            


    

     

    
      	
              22.5.1  

            	
              The
                Facility Agent may request for a Valuation at any
                time.

            


    

     

    
      	
              22.5.2  

            	
              The
                Obligors shall on demand by the Facility Agent pay the cost of the
                Initial
                Valuation and any Valuation requested by the Facility
                Agent:

            


    

     

    
      	
              (a)     
                  

            	
              annually;
                or

            


    

    


    
      	
              (b)     
                  

            	
              at
                any time when a Default is
                outstanding.

            


    

    


    
      	
              22.5.3  

            	
              The
                Obligors shall supply the Facility Agent a copy of any valuation
                of the
                Properties it obtains, promptly upon obtaining
                it.

            


    

     

    
      	
              22.5.4  

            	
              Any
                Valuation not referred to in Clause 22.5.3 above will be at the cost
                of
                the Lenders.

            


    

     

    
      	
              22.5.5  

            	
              Each
                Obligor shall provide to the Facility Agent before it shall submit
                a
                Utilisation Request in connection with an Additional Property a valuation
                prepared by the Valuer with respect to such Additional Property addressed
                to the Finance Parties.

            


    

     

    
      	
              22.6  

            	
              Year-end

            


    

     

    
      	
              22.6.1  

            	
              The
                Parent shall procure that each Financial Year-end of each Obligor
                falls on
                31 December.

            


    

     

    
      	
              22.6.2  

            	
              The
                Parent shall procure that each quarterly accounting period and each
                Financial Quarter of each Obligor ends on 31 March, 31 June, 30 September
                and 31 December respectively.

            


    

     

    
      	
              22.7  

            	
              Information:
                miscellaneous

            


    

     

    The
      Parent shall supply to the Facility Agent (in sufficient copies for all the
      Lenders, if the Facility Agent so requests):

    


    
      	
              (a)     
                  

            	
              at
                the same time as they are dispatched, copies of all documents dispatched
                by the Parent to its shareholders generally (or any class of them)
                or
                dispatched by the Parent or any Obligors to its creditors generally
                (or
                any class of them);

            


    

    


    
      	
              (b)     
                  

            	
              promptly
                upon becoming aware of them, the details of any litigation, arbitration
                or
                administrative proceedings which are current, threatened or pending
                against any Obligor, and which, if adversely determined, are reasonably
                likely to have a Material Adverse
                Effect;

            


    

    


    
      	
              (c)     
                  

            	
              promptly,
                such information as the Security Agent may reasonably require about
                the
                Charged Property and compliance of the Obligors and any other relevant
                person with the terms of any Transaction Security Documents;
                and

            


    

    


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    
      	
              (d)     
                  

            	
              promptly
                on request, such further information regarding the financial condition,
                assets and operations of the Group and/or any Obligor (including
                any
                requested amplification or explanation of any item in the financial
                statements, budgets or other material provided by any Obligor under
                this
                Agreement, any changes to management of the Group and an up to date
                copy
                of its shareholders' register (or equivalent in its jurisdiction
                of
                incorporation)) as any Finance Party through the Facility Agent may
                reasonably request.

            


    

    


    
      	
              22.8  

            	
              Notification
                of default

            


    

     

    
      	
              22.8.1  

            	
              Each
                Obligor shall notify the Facility Agent of any Default (and the steps,
                if
                any, being taken to remedy it) promptly upon becoming aware of its
                occurrence (unless that Obligor is aware that a notification has
                already
                been provided by another Obligor).

            


    

     

    
      	
              22.8.2  

            	
              Promptly
                upon a request by the Facility Agent, the Parent shall supply to
                the
                Facility Agent a certificate signed by the number of directors required
                to
                duly represent the Parent certifying that no Default is continuing
                (or if
                a Default is continuing, specifying the Default and the steps, if
                any,
                being taken to remedy it).

            


    

     

    
      	
              22.9  

            	
              "Know
                your customer" checks

            


    

     

    
      	
              22.9.1  

            	
              If:

            


    

     

    
      	
              (a)     
                  

            	
              the
                introduction of or any change in (or in the interpretation, administration
                or application of) any law or regulation made after the date of this
                Agreement;

            


    

    


    
      	
              (b)     
                  

            	
              any
                change in the status of an Obligor or the composition of the shareholders
                of an Obligor after the date of this Agreement;
                or

            


    

    


    
      	
              (c)      
                 

            	
              a
                proposed assignment or transfer by a Lender of any of its rights
                and/or
                obligations under this Agreement to a party that is not a Lender
                prior to
                such assignment or transfer,

            


    

    


    obliges
      the Facility Agent or any Lender (or, in the case of paragraph (c) above, any
      prospective new Lender) to comply with "know your customer" or similar
      identification procedures in circumstances where the necessary information
      is
      not already available to it, each Obligor shall promptly upon the request of
      the
      Facility Agent or any Lender supply, or procure the supply of, such
      documentation and other evidence as is reasonably requested by the Facility
      Agent (for itself or on behalf of any Lender) or any Lender (for itself or,
      in
      the case of the event described in paragraph (c) above, on behalf of any
      prospective new Lender) in order for the Facility Agent, such Lender or, in
      the
      case of the event described in paragraph (c) above, any prospective new Lender
      to carry out and be satisfied with the results of all necessary "know your
      customer" or other checks in relation to any relevant person pursuant to the
      transactions contemplated in the Finance Documents.

    


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

    
      	
              22.9.2  

            	
              Each
                Lender shall promptly upon the request of the Facility Agent supply,
                or
                procure the supply of, such documentation and other evidence as is
                reasonably requested by the Facility Agent (for itself) in order
                for the
                Facility Agent to carry out and be satisfied with the results of
                all
                necessary "know your customer" or other checks on Lenders or prospective
                new Lenders pursuant to the transactions contemplated in the Finance
                Documents.

            


    

     

    
      	
              22.9.3  

            	
              The
                Parent shall, by not less than 10 Business Days' prior written notice
                to
                the Facility Agent, notify the Facility Agent (which shall promptly
                notify
                the Lenders) of its intention to request that one of the Parent's
                wholly
                owned Subsidiaries becomes an Additional Obligor pursuant to Clause
                30
                (Changes to the Obligors).

            


    

     

    
      	
              22.9.4  

            	
              Following
                the giving of any notice pursuant to Clause 22.9.3, if the accession
                of
                such Additional Obligor obliges the Facility Agent or any Lender
                to comply
                with "know your customer" or similar identification procedures in
                circumstances where the necessary information is not already available
                to
                it, the Parent shall promptly upon the request of the Facility Agent
                or
                any Lender supply, or procure the supply of, such documentation and
                other
                evidence as is reasonably requested by the Facility Agent (for itself
                or
                on behalf of any Lender) or any Lender (for itself or on behalf of
                any
                prospective new Lender) in order for the Facility Agent or such Lender
                or
                any prospective new Lender to carry out and be satisfied it has complied
                with all necessary "know your customer" or other similar checks under
                all
                applicable laws and regulations pursuant to the accession of such
                Subsidiary to this Agreement as an Additional
                Obligor.

            


    

     

    
      	
              23  

            	
              FINANCIAL
                COVENANTS

            


    

     

    
      	
              23.1  

            	
              Interest
                Cover

            


    

     

    The
      Obligors shall ensure that the Interest Cover is at all times at least 130
      per
      cent.

    


    
      	
              23.2  

            	
              Loan
                to Value

            


    

     

    The
      Obligors shall ensure that the Loan to Value does not, at any time, exceed
      85
      per cent.

    


    
      	
              23.3  

            	
              Debt
                Service Cover

            


    

     

    
      	
              23.3.1  

            	
              The
                Borrowers shall ensure that the Debt Service Cover is at all times
                at
                least 105 per cent.

            


    

     

    
      	
              24  

            	
              GENERAL
                UNDERTAKINGS

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    The
      undertakings in this Clause 24 remain in force from the date of this Agreement
      for so long as any amount is outstanding under the Finance Documents or any
      Commitment is in force.

    


    
      	
              24.1  

            	
              Authorisations

            


    

     

    Each
      Obligor shall promptly:

    


    
      	
              (a)     
                  

            	
              obtain,
                comply with and do all that is necessary to maintain in full force
                and
                effect; and

            


    

     

    
      	
              (b)     
                  

            	
              supply
                certified copies to the Facility Agent
                of,

            


    

     

    any
      Authorisation required under any law or regulation of a Relevant Jurisdiction
      to:

    


    
      	
              (a)     
                  

            	
              enable
                it to perform its obligations under the Transaction
                Documents;

            


    

    


    
      	
              (b)     
                  

            	
              ensure
                the legality, validity, enforceability or admissibility in evidence
                of any
                Transaction Document; and

            


    

    


    
      	
              (c)     
                  

            	
              carry
                on its business where failure to do so has or is reasonably likely
                to have
                a Material Adverse Effect.

            


    

    


    
      	
              24.2  

            	
              Compliance
                with laws

            


    

     

    Each
      Obligor shall (and the Parent shall ensure that each Obligor will) comply in
      all
      respects with all laws to which it may be subject, if failure so to comply
      has
      or is reasonably likely to have a Material Adverse Effect.

    


    
      	
              24.3  

            	
              Taxation

            


    

     

    
      	
              24.3.1  

            	
              Each
                Obligor shall pay and discharge all Taxes imposed upon it or its
                assets
                within the time period allowed without incurring penalties unless
                and only
                to the extent that:

            


    

     

    
      	
              (a)     
                  

            	
              such
                payment is being contested in good
                faith;

            


    

    


    
      	
              (b)     
                  

            	
              adequate
                reserves are being maintained for those Taxes and the costs required
                to
                contest them which have been disclosed in its latest financial statements
                delivered to the Facility Agent under Clause 22.2 (Financial statements);
                and

            


    

    


    
      	
              (c)     
                  

            	
              such
                payment can be lawfully withheld and failure to pay those Taxes does
                not
                have or is not reasonably likely to have a Material Adverse
                Effect.

            


    

    


    
      	
              24.3.2  

            	
              No
                Obligor may change its residence for Tax
                purposes.

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    
      	
              24.3.3  

            	
              No
                Obligor may be a member of a fiscal
                unity.

            


    

     

    
      	
              24.3.4  

            	
              Each
                Obligor shall procure that no person which holds any cumulative preference
                shares in the capital of an Obligor shall become an
                affiliated entity (verbonden
                lichaam) with the Parent as meant in section 4
                (7) of the Real Estate Transfer Act (Wet op belastingen van
                rechtsverkeer).

            


    

     

    
      	
              24.4  

            	
              Merger

            


    

     

    No
      Obligor shall enter into any amalgamation, demerger, merger, consolidation
      or
      corporate reconstruction, without the written consent of the Facility Agent
      (at
      the instruction of the Majority Lenders).

    


    
      	
              24.5  

            	
              Change
                of business

            


    

     

    Each
      Obligors shall procure that no substantial change is made to the general nature
      of its business from that carried on at the date of this Agreement.

    


    
      	
              24.6  

            	
              Acquisitions

            


    

     

    
      	
              24.6.1  

            	
              No
                Obligor shall:

            


    

     

    
      	
              (a)      
                 

            	
              acquire
                a company or any shares or securities or a business or undertaking
                (or, in
                each case, any interest in any of
                them);

            


    

    


    
      	
              (b)      
                 

            	
              incorporate
                a company; or

            


    

    


    
      	
              (c)      
                 

            	
              enter
                into, invest in or acquire (or agree to acquire) any shares, stocks,
                securities or other interests in any joint
                venture,

            


    

    


    without
      the written consent of the Facility Agent (at the instruction of the Majority
      Lenders) or unless expressly permitted under the terms of this
      Agreement.

     

    
      	
              24.7  

            	
              Pari
                passu ranking

            


    

     

    Each
      Obligor shall ensure that at all times any unsecured and unsubordinated claims
      of a Finance Party or Hedge Counterparty against it under the Finance Documents
      rank at least pari
      passu with the claims of all its other unsecured and unsubordinated
      creditors except those creditors whose claims are mandatorily preferred by
      laws
      of general application to companies.

    


    
      	
              24.8  

            	
              Acquisition
                Documents

            


    

     

    
      	
              24.8.1  

            	
              Each
                Obligor shall promptly pay all amounts payable by it under the Acquisition
                Documents as and when they become due (except to the extent that
                any such
                amounts are being contested in good faith by an Obligor and where
                adequate
                reserves are set aside for any such
                payment).

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

    
      	
              24.8.2  

            	
              Each
                Obligor shall  take all reasonable and practical steps to
                preserve and enforce its rights (or the rights of any other Obligor)
                and
                pursue any claims and remedies arising under any Acquisition
                Documents.

            


    

     

    
      	
              24.9  

            	
              Negative
                pledge

            


    

     

    
      	
              24.9.1  

            	
              In
                this Clause 24.9, "Quasi-Security" means
                a
                transaction described in Clause
                24.9.4.

            


    

     

    
      	
              24.9.2  

            	
              No
                Obligor shall create or permit to subsist any Security over any of
                its
                assets.

            


    

     

    
      	
              24.9.3  

            	
              Clause
                24.9.2 does not apply to:

            


    

     

    
      	
              (a)     
                  

            	
              any
                Transaction Security; and

            


    

    


    
      	
              (b)     
                  

            	
              any
                lien arising by operation of law and in the ordinary course of
                trading.

            


    

    


    
      	
              24.9.4  

            	
              No
                Obligor shall:

            


    

     

    
      	
              (a)     
                  

            	
              sell,
                transfer or otherwise dispose of any of its assets on terms whereby
                they
                are or may be leased to or re-acquired by an
                Obligor;

            


    

    


    
      	
              (b)     
                  

            	
              sell,
                transfer or otherwise dispose of any of its receivables on recourse
                terms;

            


    

    


    
      	
              (c)      
                 

            	
              enter
                into any arrangement under which money or the benefit of a bank or
                other
                account may be applied, set-off or made subject to a combination
                of
                accounts; or

            


    

    


    
      	
              (d)     
                  

            	
              enter
                into any other preferential arrangement having a similar
                effect,

            


    

    


    in
      circumstances where the arrangement or transaction is entered into primarily
      as
      a method of raising Financial Indebtedness or of financing the acquisition
      of an
      asset, without the written consent of the Facility Agent (at the instruction
      of
      the Majority Lenders).

    


    
      	
              24.10  

            	
              Disposals

            


    

     

    
      	
              24.10.1  

            	
              Except
                as provided for in this Agreement, no Obligor shall enter into a
                disposal
                or any other single transaction or a series of transactions (whether
                related or not) whether voluntary or involuntary) to sell, lease,
                transfer
                or otherwise dispose of any asset.

            


    

     

    
      	
              24.11  

            	
              Financial
                Indebtedness

            


    

     

    
      	
              24.11.1  

            	
              No
                Obligor shall incur or allow to remain outstanding any Financial
                Indebtedness.

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    
      	
              24.11.2  

            	
              Clause
                24.11 does not apply to:

            


    

     

    
      	
              (a)     
                  

            	
              any
                Financial Indebtedness pursuant to the Finance Documents;
                and

            


    

    


    
      	
              (b)     
                  

            	
              to
                intra-Group loans subordinated to the Finance
                Parties.

            


    

    


    
      	
              24.12  

            	
              Loans
                or credit

            


    

     

    
      	
              24.12.1  

            	
              No
                Obligor shall be a creditor in respect of any Financial
                Indebtedness.

            


    

     

    
      	
              24.12.2  

            	
              Clause
                24.12.1 does not apply to intra-Group loans subordinated to the Finance
                Parties.

            


    

     

    
      	
              24.13  

            	
              No
                Guarantees or indemnities

            


    

     

    
      	
              24.13.1  

            	
              No
                Obligor shall incur or allow to remain outstanding any guarantee
                in
                respect of any obligation of any person, other than pursuant to the
                Finance Documents.

            


    

     

    
      	
              24.14  

            	
              Treasury
                Transactions

            


    

     

    
      	
              24.14.1  

            	
              No
                Obligor shall enter into any Treasury Transaction, other than the
                hedging
                transactions contemplated and documented by the Hedging
                Agreements.

            


    

     

    
      	
              24.15  

            	
              Arm's
                length basis

            


    

     

    
      	
              24.15.1  

            	
              No
                Obligor shall enter into any transaction with any person except on
                arm's
                length terms and for full market
                value.

            


    

     

    
      	
              24.15.2  

            	
              The
                following transactions shall not be a breach of this Clause
                24.15:

            


    

     

    
      	
              (a)      
                 

            	
              intra-Group
                loans permitted under Clause 24.12 (Loans or
                credit);

            


    

    


    
      	
              (b)     
                  

            	
              fees,
                costs and expenses payable under the Transaction Documents in the
                amounts
                set out in the Transaction Documents delivered to the Facility Agent
                under
                Clause 4.1 (Initial conditions precedent) or agreed by the Facility
                Agent.

            


    

    


    
      	
              24.16  

            	
              Financial
                assistance

            


    

     

    Each
      Obligor shall (and the Parent shall procure that each Obligor will) comply
      in
      all respects with article 2:98c and article 2:207c of the Dutch Civil Code
      (as
      the case may be) and any equivalent legislation in other jurisdictions in
      relation to the execution of the Transaction Security Documents and payment
      of
      any amounts due under the Finance Documents.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    
      	
              24.17  

            	
              Dividends
                and share redemption

            


    

     

    
      	
              24.17.1  

            	
              Upon
                the occurrence of a Default, no Obligor
                shall:

            


    

     

    
      	
              (a)  

            	
              declare,
                make or pay any dividend, charge, fee or other distribution (or interest
                on any unpaid dividend, charge, fee or other distribution) (whether
                in
                cash or in kind) on or in respect of its share capital (or any class
                of
                its share capital);

            


    

    


    
      	
              (b)  

            	
              repay
                or distribute any dividend or share premium
                reserve;

            


    

    


    
      	
              (c)  

            	
              pay
                or allow any member of the Group to pay any management, advisory
                or other
                fee to or to the order of any of the shareholders of the Parent;
                or

            


    

    


    
      	
              (d)  

            	
              redeem,
                repurchase, defease, retire or repay any of its share capital or
                resolve
                to do so,

            


    

    


    provided
      that the making of such payments under (a) up to and including (d) would not
      result in the occurence of a Default.

    


    
      	
              24.17.2  

            	
              Clause
                24.17.1 does not apply to any payment made out of the amounts standing
                to
                the credit of the General Account in accordance with Clause 20.4.3
                (General Account).

            


    

     

    
      	
              24.18  

            	
              Share
                capital

            


    

     

    No
      Obligor shall issue any shares without the written consent of the Facility
      Agent.

    


    
      	
              24.19  

            	
              Other
                Contracts

            


    

     

    
      	
              24.19.1  

            	
              No
                Obligor may enter into any contract other
                than:

            


    

     

    
      	
              (a)     
                  

            	
              the
                Transaction Documents;

            


    

    


    
      	
              (b)     
                  

            	
              in
                respect of the disposals of a Property to the extent permitted under
                this
                Agreement;

            


    

    


    
      	
              (c)     
                  

            	
              any
                other contract expressly allowed under any other term of this Agreement;
                and

            


    

    


    
      	
              (d)     
                  

            	
              required
                in the ordinary course of business.

            


    

    


    
      	
              24.19.2  

            	
              No
                Obligor may amend or terminate any Transaction Document without the
                prior
                written approval of the Facility Agent (at the instruction of the
                Majority
                Lenders) other than as permitted under Clause 25.1 (Occupational
                Leases).

            


    

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    
      	
              24.19.3  

            	
              No
                Obligor may amend, vary, change, terminate or rescind any Constitutional
                Document, without the prior written consent of the Facility
                Agent.

            


    

     

    
      	
              24.20  

            	
              Separateness
                Covenants

            


    

     

    Each
      Obligor shall:

    


    
      	
              (a)     
                  

            	
              keep
                and maintain its books, records and accounts separate from any other
                person or entity;

            


    

    


    
      	
              (b)     
                  

            	
              not
                co-mingle assets with those of any other
                entity;

            


    

    


    
      	
              (c)     
                  

            	
              maintain
                separate financial statements;

            


    

    


    
      	
              (d)     
                  

            	
              observe
                all corporate formalities and not, without the prior written consent
                of
                the Lenders, amend, modify, terminate or fail to comply with the
                provisions of its organisational
                documents;

            


    

    


    
      	
              (e)     
                  

            	
              maintain
                an arm’s length relationship with
                Affiliates;

            


    

    


    
      	
              (f)     
                  

            	
              pay
                its own liabilities out of its own
                funds;

            


    

    


    
      	
              (g)     
                  

            	
              maintain
                adequate capital in light of contemplated business
                operations;

            


    

    


    
      	
              (h)     
                  

            	
              allocate
                fairly and reasonably any overhead for shared office
                space;

            


    

    


    
      	
              (i)     
                  

            	
              not
                acquire obligations or securities of its own
                shareholders;

            


    

    


    
      	
              (j)     
                  

            	
              use
                separate stationery, invoices and
                cheques;

            


    

    


    
      	
              (k)     
                  

            	
              hold
                itself out as a separate entity;

            


    

    


    
      	
              (l)     
                  

            	
              correct
                any known misunderstanding regarding its separate identity;
                and

            


    

    


    
      	
              (m)     
                  

            	
              not
                have any employees.

            


    

    


    
      	
              24.21  

            	
              Syndication
                and securitisation

            


    

     

    
      	
              24.21.1  

            	
              Each
                Obligor shall:

            


    

     

    
      	
              (a)      
                 

            	
              assist
                the Finance Parties with any steps a Finance Party may reasonably
                wish to
                take to achieve a successful syndication, securitisation or similar
                transaction involving any part of the rights of a Finance Party under
                this
                Agreement;

            


    

    


    
      	
              (b)    
                  

            	
              supply
                the Finance Parties with all information which a Finance Party may
                reasonably require in connection with that syndication, that
                securitisation or that similar transaction involving any part of
                the
                rights of a Finance Party under this Agreement (including but not
                limited
                to any information to complete the most recent data template of Fitch
                for
                commercial mortgage backed
                securitisations);

            


    

    


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

    
      	
              (c)    
                  

            	
              use
                its best endeavours to ensure full compliance with the listing rules
                of
                any applicable stock exchange that may become applicable as a result
                of
                that securitisation or that similar transaction involving any part
                of the
                rights of a Finance Party under this Agreement;
                and

            


    

    


    
      	
              (d)    
                  

            	
              co-operate
                to the extent reasonable to any amendment of the Finance Documents
                to
                obtain a sufficient rating form the rating agencies necessary or
                desirable
                in connection with the commercial mortgage backed
                securitisations.

            


    

    


    
      	
              24.22  

            	
              Access

            


    

     

    If
      a
      Default is continuing or the Facility Agent reasonably suspects a Default is
      continuing or may occur, each Obligor shall (not more than once in every
      Financial Year unless the Facility Agent reasonably suspects a Default is
      continuing or may occur) permit the Facility Agent and/or the Security Agent
      and/or accountants or other professional advisers and contractors of the
      Facility Agent or Security Agent free access at all reasonable times and on
      reasonable notice at the risk and cost of the Obligors to (a) the premises,
      assets, books, accounts and records of each Obligor and (b) meet and discuss
      matters with senior management of the Group.

    


    
      	
              24.23  

            	
              Further
                assurance

            


    

     

    
      	
              24.23.1  

            	
              Each
                Obligor shall promptly do all such acts or execute all such documents
                (including assignments, transfers, mortgages, charges, notices and
                instructions) as the Security Agent may reasonably specify (and in
                such
                form as the Security Agent may reasonably require in favour of the
                Security Agent or its nominee(s)):

            


    

     

    
      	
              (a)      
                 

            	
              to
                perfect the Security created or intended to be created under or evidenced
                by the Transaction Security Documents (which may include the execution
                of
                a mortgage, charge, assignment or other Security over all or any
                of the
                assets which are, or are intended to be, the subject of the Transaction
                Security) or for the exercise of any rights, powers and remedies
                of the
                Security Agent or the Finance Parties provided by or pursuant to
                the
                Finance Documents or by law;

            


    

    


    
      	
              (b)
                       

            	
              to
                confer on the Security Agent or confer on the Finance Parties Security
                over any property and assets of that Obligor located in any jurisdiction
                equivalent or similar to the Security intended to be conferred by
                or
                pursuant to the Transaction Security Documents;
                and/or

            


    

    


    
      	
              (c)     
                  

            	
              to
                facilitate the realisation of the assets which are, or are intended
                to be,
                the subject of the Transaction
                Security.

            


    

    


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

    
      	
              24.23.2  

            	
              Each
                Obligor shall all such action as is available to it (including making
                all
                filings and registrations) as may be necessary for the purpose of
                the
                creation, perfection, protection or maintenance of any Security conferred
                or intended to be conferred on the Security Agent or the Finance
                Parties
                by or pursuant to the Finance
                Documents.

            


    

     

    
      	
              24.24  

            	
              Conditions
                subsequent

            


    

     

    
      	
              24.24.1  

            	
              The
                Additional Obligors listed on Schedule 1 part IB (Additional Obligors)
                shall (and the Parent shall procure that the Additional Obligors
                listed on
                Schedule 1 part IB (Additional Obligors) shall) open a Collection
                Account
                with ABN AMRO Bank N.V. which shall be pledged in favour of the Security
                Agent within two (2) weeks from the date of this
                Agreement.

            


    

     

    
      	
              24.24.2  

            	
              The
                Parent and the Additional Obligors listed on Schedule 1 part IB
                (Additional Obligors) shall (and the Parent shall procure that the
                Additional Obligors listed on Schedule 1 part IB (Additional Obligors)
                shall) close any bank account held by it with a financial institution
                other than the accounts held with ABN AMRO Bank N.V. (provided that
                such
                accounts have been pledged in favour of the Security Agent) on or
                before 1
                February 2008.

            


    

     

    
      	
              24.24.3  

            	
              The
                Parent shall opt for VAT on rentals by filing the relevant application
                form with the Dutch Revenue Service for all Occupational Leases in
                respect
                of its Properties within one Month after the date of this
                Agreement.

            


    

     

    
      	
              24.24.4  

            	
              The
                Parent shall ensure that a lessor has occupied the Properties located
                at
                Produktieweg 1, Roermond and Emmakade 57-59, Leeuwarden on or before
                30
                November 2008..

            


    

     

    
      	
              25  

            	
              PROPERTY
                COVENANTS

            


    

     

    
      	
              25.1  

            	
              Occupational
                Leases

            


    

     

    
      	
              25.1.1  

            	
              No
                Obligor shall, without the consent of the Facility
                Agent

            


    

     

    
      	
              (a)     
                 

            	
              enter
                into any Agreement for Lease;

            


    

     

    
      	
              (b)     
                 

            	
              other
                than under an Agreement for Lease, grant or agree to grant any new
                Occupational Lease;

            


    

     

    
      	
              (c)     
                 

            	
              agree
                to any amendment, waiver or surrender in respect of any Lease
                Document;

            


    

     

    
      	
              (d)     
                 

            	
              commence
                any forfeiture proceedings in respect of any Lease
                Document;

            


    

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

    
      	
              (e)    
                  

            	
              grant
                any contractual licence or right to occupy any part of any
                Property;

            


    

     

    
      	
              (f)    
                  

            	
              consent
                to sub-lease or assignment of tenant’s interest under any Lease
                Document;

            


    

     

    
      	
              (g)     
                 

            	
              agree
                to any rent review in respect of any Lease
                Document,

            


    

     

    provided
      that no consent shall be required if the Occupational Lease or Lease Document
      to
      which the relevant matter relates is not (or would not be in the case of
      paragraphs (a), (b) or (f)) a Major Lease.

     

    
      	
              25.1.2  

            	
              Each
                Obligor shall supply the Facility Agent each Lease Document in force
                as at
                the first Utilisation Date and thereafter each Lease Document in
                respect
                of an Additional Property or the Property held by an Additional Property
                Company, each Lease Document for a Major Lease, each amendment to
                a Lease
                Document for a Major Lease and each document recording any rent review
                in
                respect of a Lease Document for a Major Lease promptly upon entering
                into
                the same.

            


    

     

    
      	
              25.1.3  

            	
              Each
                Obligor shall use its reasonable endeavour to find tenants for any
                vacant
                lettable space in any Property with a view to granting an Agreement
                for
                Lease or occupational Lease of that
                space.

            


    

     

    
      	
              25.2  

            	
              Property
                report

            


    

     

    
      	
              25.2.1  

            	
              Within
                four weeks of each anniversary of the date of the date of this Agreement,
                the Parent shall supply the Facility Agent the information set out
                in Part
                I of Schedule
                9 (Property Information) providing a breakdown by Borrower
                and by
                Property and otherwise in the form and substance satisfactory to
                the
                Facility Agent in respect of the 12 Month period ending ten (10)
                Business
                Days before the relevant
                anniversary.

            


    

     

    
      	
              25.2.2  

            	
              Within
                four weeks after each Quarter Date, the Parent shall supply the Facility
                Agent the information set out in Part 2 of Schedule
                9
                (Property Information), providing a breakdown by Borrower and by
                Property
                and otherwise in the form and substance satisfactory to the Facility
                Agent
                in respect of the quarterly period ending such Quarter
                Date.

            


    

     

    
      	
              25.2.3  

            	
              Each
                Obligor shall notify the Facility Agent
                of:

            


    

     

    
      	
              (a)     
                  

            	
              any
                likely occupational tenant of any part of any Property;
                and

            


    

    


    
      	
              (b)      
                 

            	
              any
                likely buyer of any part of any Property (including terms of
                reference).

            


    

    


    
      	
              25.2.4  

            	
              Each
                Obligor shall ensure that each Property is maintained and managed
                to the
                standard of a prudent company in the same business as the
                Obligors.

            


    

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

    
      	
              25.2.5  

            	
              Each
                Obligor shall allow any Finance Party or any of its agents,
                representatives or employees to inspect each Property at any time,
                subject
                to the rights of any tenant under any Lease
                Agreement.

            


    

     

    
      	
              25.3  

            	
              Managing
                Agents

            


    

     

    
      	
              25.3.1  

            	
              No
                Obligor shall appoint any Managing Agent of a Property without the
                prior
                consent of, and on terms approved by, the Facility
                Agent.

            


    

     

    
      	
              25.3.2  

            	
              Each
                Obligor shall ensure that each Managing Agent of each
                Property:

            


    

     

    
      	
              (a)     
                  

            	
              enters
                into a duty of care agreement with the Facility Agent form and substance
                satisfactory to the Facility Agent;
                and

            


    

    


    
      	
              (b)     
                  

            	
              agrees
                to pay all Net Rental Income received by it into the Rent Account
                without
                any withholding, set-off or
                counterclaim.

            


    

    


    
      	
              25.3.3  

            	
              If
                the Managing Agent is in default of its obligations under the management
                agreement and, as a result, a Obligor is entitled to terminate the
                management agreement, then, if the Facility Agent so requires (acting
                on
                the instructions of the Majority Lenders), such Obligor shall promptly
                use
                all reasonable endeavours to:

            


    

     

    
      	
              (a)     
                  

            	
              terminate
                the management agreement;

            


    

    


    
      	
              (b)     
                  

            	
              appoint
                a new Managing Agent whose identity and terms of appointment are
                acceptable to the Facility Agent (acting on the instructions of the
                Majority Lenders).

            


    

    


    
      	
              25.4  

            	
              Insurances

            


    

     

    
      	
              25.4.1  

            	
              In
                this Clause, "insurance
                policy" means an insurance policy or contract required under this
                Clause 25.4.

            


    

     

    
      	
              25.4.2  

            	
              Each
                Obligor shall ensure that at all times from the first Utilisation
                Date:

            


    

     

    
      	
              (a)     
                  

            	
              each
                Property and the plant and machinery on each Property (including
                fixtures
                and improvements) are insured on a full instatement basis, such insurance
                to include:

            


    

    


    
      	
              (i)     
                  

            	
              cover
                against all normally insurable risks of loss or
                damage;

            


    

    


    
      	
              (ii)    
                  

            	
              cover
                for site clearance, professional fees and value added tax, together
                with
                adequate allowance for inflation;

            


    

    


    
      	
              (iii)    
                 

            	
              loss
                of rent insurance (in respect of the period of not less than 3 years
                or,
                if longer, the minimum period required under the Lease Documents)
                including provision for increases in rent during the period of
                insurance;

            


    

    


    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

    
      	
              (iv)   
                  

            	
              cover
                against sabotage and terrorism; and

            


    

    


    
      	
              (v)    
                  

            	
              cover
                against any other risks identified by the Facility Agent;
                and

            


    

    


    
      	
              (vi)    
                 

            	
              property
                owners public liability and products liability insurance is in
                force;

            


    

    


    
      	
              (b)    
                  

            	
              such
                other insurances are in force as a prudent company in the same business
                of
                the Obligors would effect,

            


    

    


    all
      such
      insurances to be in the amount and in form, and with an insurance company or
      underwriter with a Requisite Rating which is acceptable to the Facility
      Agent.

    


    
      	
              25.4.3  

            	
              Each
                Obligor shall ensure that the Facility Agent or Security Agent (as
                agent
                for the Finance Parties) is named as co-insured on all insurance
                policies
                and is named as first loss payee.

            


    

     

    
      	
              25.4.4  

            	
              Each
                Obligor shall ensure that each insurance policy
                contains:

            


    

     

    
      	
              (a)     
                 

            	
              a
                standard mortgagee clause under which the insurance shall not be
                vitiated
                or avoided as against the Facility Agent or Security Agent as a result
                of
                any misrepresentation, act or neglect or failure to disclose, or
                breach of
                any policy term or condition, on the part of any insured party or
                any
                circumstances beyond the control of an insured
                party;

            


    

    


    
      	
              (b)     
                 

            	
              terms
                providing that it shall not, so far as any Finance Party is concerned,
                be
                invalidated for failure to pay any premium due without the insurer
                first
                giving to the Facility Agent or Security Agent not less than ten
                (10)
                Business Days notice in writing and an opportunity to rectify the
                non-payment within notice period;
                and

            


    

    


    
      	
              (c)     
                 

            	
              a
                waiver of the rights of subrogation of the insurer as against each
                Obligor, the Finance Parties and the tenants of each
                Property.

            


    

    


    
      	
              25.4.5  

            	
              Each
                Obligor shall use its best endeavours to ensure that the Facility
                Agent
                received copies of the insurance policies and any information in
                connection with the insurances and claims under them which the Facility
                Agent may require.

            


    

     

    
      	
              25.4.6  

            	
              Each
                Obligor shall notify the Facility Agent
                of:

            


    

     

    
      	
              (a)     
                  

            	
              the
                proposed terms of any future renewal of any insurance
                policy;

            


    

    


    
      	
              (b)      
                 

            	
              any
                variation, termination, avoidance or cancellation of any insurance
                policy
                made, threatened or pending;

            


    

    


    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    
      	
              (c)      
                 

            	
              any
                claim, and any actual or threatened refusal of any claim, under any
                insurance policy; and

            


    

    


    
      	
              (d)     
                  

            	
              any
                event or circumstance which has led or may lead to a breach by such
                Obligor of any term of this Clause
                25.4.

            


    

    


    
      	
              25.4.7  

            	
              Each
                Obligor shall:

            


    

     

    
      	
              (a)      
                 

            	
              comply
                with the terms of all insurance
                policies;

            


    

    


    
      	
              (b)     
                  

            	
              not
                do or permit anything to be done which may make void or voidable
                any
                insurance policy;

            


    

    


    
      	
              (c)     
                  

            	
              comply
                with all reasonable risk improvement requirements of its
                insurers;

            


    

    


    
      	
              (d)     
                  

            	
              ensure
                that each premium for insurance is paid promptly and in any event
                at least
                five (5) Business Days before the start of the period of insurance
                for
                which that premium is payable;

            


    

    


    
      	
              (e)     
                  

            	
              ensure
                that a copy of each premium receipt evidencing payment for the renewal
                of
                the insurance policy together with the latest cover note or other
                evidence
                of insurance cover being in force is supplied to the Facility
                Agent.

            


    

    


    
      	
              25.4.8  

            	
              Each
                Obligor shall promptly notify the Facility Agent upon becoming aware
                that
                any insurance company or underwriter ceases to have a Requisite
                Rating.

            


    

     

    
      	
              25.4.9  

            	
              If
                an insurance company or underwriter does not have a Requisite Rating,
                the
                Obligors on request of the Facility Agent shall put in place replacement
                insurances in accordance with this Clause 25.4 with an insurance
                company
                or underwriter which:

            


    

     

    
      	
              (a)      
                 

            	
              does
                have a Requisite Rating; and

            


    

    


    
      	
              (b)      
                 

            	
              is
                otherwise acceptable to the Facility
                Agent,

            


    

    


    by
      the
      date which is the earlier of (i) the expiry date of the relevant policy and
      (ii)
      the date falling ten (10) Business Days after the notification under Clause
      25.4.8 above.

    


    
      	
              25.4.10  

            	
              If
                an Obligor fails to comply with any of its obligation under this
                Clause
                25.4, the Facility Agent may, at the expense of the Obligors, effect
                any
                insurance and generally do such things and take such other action
                as the
                Facility Agent may consider necessary or desirable to prevent or
                remedy
                any breach of this Clause 25.4.

            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

    
      	
              25.4.11  

            	
              Except
                as provided in the Clauses 25.4.12 to 25.4.14, the proceeds of any
                insurance policy shall, if the Facility Agent so requires, be used
                to
                prepay the relevant Loan.

            


    

     

    
      	
              25.4.12  

            	
              To
                the extent required by the basis of settlement under any insurance
                policy
                or Lease Document, each Obligor shall apply all moneys received under
                any
                insurance policy in respect of each Property towards replacing, restoring
                or reinstating that Property.

            


    

     

    
      	
              25.4.13  

            	
              The
                proceeds of any loss of rent insurance will be treated as Rental
                Income
                and applied in such manner as the Facility Agent requires to have
                effect
                as it were Rental Income received over the period of the loss of
                rent.

            


    

     

    
      	
              25.4.14  

            	
              Moneys
                received under liability policies held by any Obligors which are
                required
                by such Obligor to satisfy established liabilities of the Obligor
                to third
                parties, shall be used to satisfy these
                liabilities.

            


    

     

    
      	
              25.5  

            	
              Environmental
                matters

            


    

     

    
      	
              25.5.1  

            	
              Each
                Obligor must ensure that it is in compliance with all Environmental
                Law
                and Environmental Approvals applicable to it, where failure to do
                so might
                have a material adverse effect on the ability of any Obligor to comply
                with its obligations under the Finance Documents or might result
                in any
                liability for the Finance Parties.

            


    

     

    
      	
              25.5.2  

            	
              Each
                Obligor must promptly upon becoming aware notify the Lender
                of:

            


    

     

    
      	
              (a)     
                  

            	
              any
                Environmental Claim current, or to its knowledge, pending or
                threatened;

            


    

    


    
      	
              (b)      
                 

            	
              any
                circumstances reasonably likely to result in an Environmental Claim;
                or

            


    

    


    
      	
              (c)      
                 

            	
              any
                suspension, revocation or notification of any Environmental
                Approval,

            


    

    
      	
              25.5.3  

            	
              which,
                if substantiated, might have a material adverse effect on the ability
                of
                any Obligor to comply with its obligations under the Finance Documents
                or
                might result in any liability for the
                Lender

            


    

     

    
      	
              25.5.4  

            	
              Each
                Obligor must indemnify each Finance Party against any loss or liability
                which:

            


    

     

    
      	
              (a)     
                  

            	
              a
                Finance Party incurs as a result of any actual or alleged breach
                of any
                Environmental Law by any person;
                and

            


    

    


    
      	
              (b)     
                  

            	
              which
                would not have arisen if a Finance Document had not been entered
                into,

            


    

    


    
      	
              25.5.5  

            	
              unless
                it is caused by the Finance Parties' negligence or wilful
                misconduct.

            


    

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

    
      	
              25.6  

            	
              Repair

            


    

     

    
      	
              25.6.1  

            	
              Each
                Obligor shall keep all in accordance with the Lease
                Documents:

            


    

     

    
      	
              (a)      
                 

            	
              each
                Property in good and substantial repair and condition;
                and

            


    

    


    
      	
              (b)     
                  

            	
              all
                plant, machinery and other assets owned by it and the Legal Owner
                in a
                good state of repair and in good working order and
                condition,

            


    

    


    in
      each
      case save to the extent that any omission to do the same would not have or
      would
      not be reasonably likely to have a material adverse effect on the value of
      the
      relevant Property or an adverse effect on the Transaction Security.

    


    
      	
              25.6.2  

            	
              Subject
                to the Lease Documents, no Obligor
                shall:

            


    

     

    
      	
              (a)     
                  

            	
              make
                any alteration or addition to any
                Property;

            


    

    


    
      	
              (b)      
                 

            	
              remove
                any alteration or addition to any Property;
                or

            


    

    


    
      	
              (c)     
                  

            	
              waive
                any rights or easements (erfdienstbaarheden)
                affecting any Property,

            


    

    


    in
      each
      case in any manner which has or would be reasonably likely to have a material
      adverse effect on the value of the relevant Property or any Transaction
      Security. This Clause 25.6.2 shall not apply in relation to works which are
      the
      result of the application of the proceeds of insurance claims which are applied
      to reinstatement of any Property in accordance with the terms of this
      Agreement.

    


    
      	
              25.7  

            	
              Planning

            


    

     

    
      	
              25.7.1  

            	
              In
                this Clause:

            


    

     

    "Planning/Zoning
      Laws" means
      all applicable laws, regulations, by-laws, instructions and standards whether
      national, regional or local including the Wet op de Ruimtelijke
      Ordening, any subordinate legislation, and any other instrument governing
      or controlling the construction, use or development of land and
      property.

    


    
      	
              25.7.2  

            	
              Subject
                to Clause 25.7.3 and the Lease Documents, no Obligor
                shall:

            


    

     

    
      	
              (a)     
                  

            	
              carry
                out or allow to be carried out on any part of any Property any
                construction or development (within the meaning of the Planning/Zoning
                Laws and being construction or development for which a permit or
                permission of the local authority is required);
                or

            


    

    


    
      	
              (b)     
                  

            	
              make
                any material change in use of any
                Property.

            


    

    


    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

    
      	
              25.7.3  

            	
              An
                Obligor may take any of the actions otherwise prohibited in Clause
                25.7.2:

            


    

     

    
      	
              (a)     
                  

            	
              in
                relation to an action referred to in Clause 25.7.2 (a), where the
                action
                relates to works which are the result of the application of the proceeds
                of insurance claims which are applied to reinstatement in accordance
                with
                the terms of this Agreement; or

            


    

    


    
      	
              (b)     
                  

            	
              if
                the Facility Agent has approved the taking of the relevant
                action.

            


    

    


    
      	
              25.7.4  

            	
              Promptly
                upon becoming aware of them, each Obligor shall supply to the Facility
                Agent, details of any notice, order, directive, designation, resolution
                or
                proposal, relating to any Property or the area in which it is situated,
                from a planning authority or other person under the Planning/Zoning
                Laws
                if such any notice, order, directive, designation, resolution or
                proposal,
                relating to any Property or the area in which it is situated has
                or might
                have a material effect on the value or use of such
                Property.

            


    

     

    
      	
              25.8  

            	
              Title
                to Properties

            


    

     

    
      	
              25.8.1  

            	
              Each
                Obligor shall:

            


    

     

    
      	
              (a)      
                 

            	
              not
                do or allow to be done any act as a result of which any legal title,
                any
                Leasehold Interest, Building Right or Apartment Right in respect
                of any
                Property may become liable to forfeiture or otherwise be terminated;
                or

            


    

    


    
      	
              (b)      
                 

            	
              duly
                and punctually comply with, and exercise its rights in respect of,
                any
                actual or alleged breach of, any covenant or stipulation (restrictive
                or
                otherwise) affecting any Property owned or held by it including Leasehold
                Interests, Building Rights or Apartment Rights, if any, relating
                to such
                Property,

            


    

    


    in
      each
      case where such failure or non-compliance has or could reasonably be expected
      to
      have an adverse effect on the Property in question, its value or any Transaction
      Security granted in respect of it.

    


    
      	
              25.8.2  

            	
              Each
                Obligor shall grant the Facility Agent or its lawyers at any time
                while a
                Default is outstanding and, at all other times, upon reasonable request,
                all facilities within its power to enable the Facility Agent or its
                lawyers (at the expense of the Parent)
                to:

            


    

     

    
      	
              (a)      
                 

            	
              carry
                out investigations of title to any Property or the beneficial ownership
                of
                the Properties; and

            


    

    


    
      	
              (b)      
                 

            	
              make
                such enquiries in relation to any part of any Property or the beneficial
                ownership of the Properties a prudent mortgagee might carry
                out.

            


    

    


    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    


    
      	
              26  

            	
              DISPOSALS
                AND ADDITIONAL
                PROPERTIES

            


    

     

    
      	
              26.1  

            	
              Disposals

            


    

     

    An
      Obligor may dispose of a Property (a "Disposal Property"), provided
      that such Obligor certifies to the Facility Agent no later than ten (10)
      Business Days before the proposed disposal date that:

    


    
      	
              (a)  
                      

            	
              the
                net proceeds (as defined in Clause 8.1.1 (Disposal and recoveries)
                in
                respect of such Disposal will be paid in cash immediately upon completion
                of such disposal to the Rent Account in accordance with Clause 8.2.1
                (Disposal and recoveries);

            


    

    


    
      	
              (b)      
                 

            	
              the
                net proceeds (as defined in Clause 8.1.1 (Disposal and recoveries)
                to be
                received by an Obligor in respect of such Disposal will not be less
                than
                the sum of 110 per cent of the relevant Allocated Loan Amount;
                and

            


    

    


    
      	
              (c)     
                  

            	
              no
                Default is outstanding or will occur as a result of such
                disposal.

            


    

    


    
      	
              26.2  

            	
              Release
                Security

            


    

     

    
      	
              26.2.1  

            	
              The
                Facility Agent shall notify the Parent in writing that in its opinion
                the
                conditions set out in Clause 26.1 (Disposals) will be satisfied on
                the
                proposed disposal date no later than five (5) Business Days before
                the
                proposed disposal date. If the Facility Agent has delivered such
                notice to
                the Parent, the Security Agent will release all Transaction Security
                granted in respect of a Disposal Property, at the relevant time on
                the
                relevant disposal date provided that the proceeds of such disposal
                are
                standing to the credit of the relevant notary account (kwaliteitsrekening) for
                account of the relevant Obligor and that the notary has confirmed
                to the
                Security Agent that such disposal proceeds shall be transferred as
                soon as
                possible to the Rent Account.

            


    

     

    
      	
              26.3  

            	
              Payment
                to Rent Account

            


    

     

    The
      Obligors shall instruct the relevant notary to deposit the net proceeds of
      the
      relevant disposal into the Rent Account
      on
      the date of such disposal.

    


    
      	
              26.4  

            	
              Additional
                Properties

            


    

     

    
      	
              26.4.1  

            	
              An
                Obligor may utilise the Facility to acquire an immovable property
                (an
                "Additional
                Property") or (b) in case of the Parent, to acquire the shares (in
                whole but not in part) in any company incorporated and existing under
                Dutch law that owns immovable property (an "Additional Property
                Company"), provided that:

            


    

     

    
      	
              (a)     
                  

            	
              the
                Lenders have granted their prior written
                consent;

            


    

    


    
      	
              (b)      
                 

            	
              no
                Default is outstanding or will occur as a result of the proposed
                acquisition;

            


    

    


    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

    
      	
              (c)     
                  

            	
              in
                case of an Additional Property Company, that Additional Property
                Company
                has become an Obligor pursuant to Clause 30.2 (Additional Borrower
                and
                Additional Guarantor);

            


    

    


    
      	
              (d)     
                  

            	
              the
                Additional Property Company shall grant the Transaction Security
                and shall
                become a party to the relevant Finance Document and the Additional
                Obligor
                shall grant the Transaction Security over all issued and outstanding
                shares in the capital of the Additional Property Company;
                and

            


    

    


    
      	
              (e)      
                 

            	
              the
                Additional Property shall be made subject to the Transaction
                Security.

            


    

    


    For
      the
      purpose of this Clause, the Facility Agent will determine, after having received
      from an Obligor a request thereto, whether the envisaged acquisition meets
      the
      criteria set out above. The Facility Agent is allowed to request advice from
      independent experts (including a reputed valuer) at the costs of the Obligors
      in
      connection with such determination.

    


    
      	
              27  

            	
              EVENTS
                OF DEFAULT

            


    

     

    Each
      of
      the events or circumstances set out in this Clause 27 is an Event of
      Default.

    


    
      	
              27.1  

            	
              Non-payment

            


    

     

    An
      Obligor does not pay on the due date any amount payable pursuant to a Finance
      Document at the place at and in the currency in which it is expressed to be
      payable unless its failure to pay is caused by administrative or technical
      error
      and payment is made within two (2) Business Days of its due date.

    


    
      	
              27.2  

            	
              Financial
                covenants and other obligations

            


    

     

    
      	
              27.2.1  

            	
              Any
                requirement of Clause 23 (Financial Covenants) is not
                satisfied.

            


    

     

    
      	
              27.2.2  

            	
              An
                Obligor does not comply with any provision of any Transaction Security
                Document.

            


    

     

    
      	
              27.3  

            	
              Other
                obligations

            


    

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

    
      	
              27.3.1  

            	
              An
                Obligor does not comply with any provision of the Finance Documents
                (other
                than those referred to in Clause 27.1 (Non-payment) and Clause 27.2
                (Financial covenants and other
                obligations)).

            


    

     

    
      	
              27.3.2  

            	
              No
                Event of Default under Clause 27.3.1 above will occur if the failure
                to
                comply is capable of remedy and is remedied within 5 Business Days
                of the
                Facility Agent giving notice to the Parent or relevant Obligor or
                the
                Parent or an Obligor becoming aware of the failure to
                comply.

            


    

     

    
      	
              27.4  

            	
              Misrepresentation

            


    

     

    Any
      representation or statement made or deemed to be made by an Obligor in the
      Finance Documents or any other document delivered by or on behalf of any Obligor
      under or in connection with any Finance Document is or proves to have been
      incorrect or misleading when made or deemed to be made.

    


    
      	
              27.5  

            	
              Cross
                default

            


    

     

    
      	
              27.5.1  

            	
              Any
                Financial Indebtedness of an Obligor is not paid when due nor within
                any
                originally applicable grace period.

            


    

     

    
      	
              27.5.2  

            	
              Any
                Financial Indebtedness of any Obligor is declared to be or otherwise
                becomes due and payable prior to its specified maturity as a result
                of an
                event of default (however
                described).

            


    

     

    
      	
              27.5.3  

            	
              Any
                commitment for any Financial Indebtedness of any Obligor is cancelled
                or
                suspended by a creditor of any member of Obligor as a result of an
                event
                of default (however described).

            


    

     

    
      	
              27.5.4  

            	
              Any
                creditor of any Obligor becomes entitled to declare any Financial
                Indebtedness of any Obligor due and payable prior to its specified
                maturity as a result of an event of default (however
                described).

            


    

     

    
      	
              27.6  

            	
              Insolvency

            


    

     

    
      	
              27.6.1  

            	
              An
                Obligor or any other person granting Transaction Security is unable
                or
                admits inability to pay its debts as they fall due or is deemed to
                or
                declared to be unable to pay its debts under applicable law, suspends
                or
                threatens to suspend making payments on any of its debts or, by reason
                of
                actual or anticipated financial difficulties, commences negotiations
                with
                one or more of its creditors with a view to rescheduling any of its
                indebtedness.

            


    

     

    
      	
              27.6.2  

            	
              A
                moratorium is declared in respect of any indebtedness of any Obligor
                or
                any other person granting Transaction Security. If a moratorium occurs,
                the ending of the moratorium will not remedy any Event of Default
                caused
                by that moratorium.

            


    

     

    
      	
              27.7  

            	
              Insolvency
                proceedings

            


    

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

    
      	
              27.7.1  

            	
              Any
                corporate action, legal proceedings or other procedure or step is
                taken in
                relation to:

            


    

     

    
      	
              (a)     
                  

            	
              the
                suspension of payments, a moratorium of any indebtedness, winding-up,
                dissolution, administration or reorganisation (by way of voluntary
                arrangement, scheme of arrangement or otherwise) of any Obligor or
                any
                other person granting Transaction
                Security;

            


    

     

    
      	
              (b)      
                 

            	
              a
                composition, compromise, assignment or arrangement with any creditor
                of
                any Obligor or any other person granting Transaction
                Security;

            


    

     

    
      	
              (c)     
                  

            	
              the
                appointment of a liquidator, receiver, administrator, administrative
                receiver, compulsory manager or other similar officer in respect
                of any
                Obligor or any other person granting Transaction Security or any
                of its
                assets; or

            


    

     

    
      	
              (d)      
                 

            	
              enforcement
                of any Security over any assets of any Obligor or any other person
                granting Transaction Security,

            


    

     

    or
      any
      analogous procedure or step is taken in any jurisdiction.

    


    
      	
              27.7.2  

            	
              Clause
                27.7.1 shall not apply to any winding-up petition which is frivolous
                or
                vexatious and is discharged, stayed or dismissed within fourteen
                (14) days
                of commencement or, if earlier, the date on which it is
                advertised.

            


    

     

    
      	
              27.8  

            	
              Creditors'
                process

            


    

     

    Any
      expropriation, attachment, sequestration, distress or execution or any analogous
      process in any jurisdiction affects any asset or assets of an Obligor having
      an
      aggregate value of € 100,000 and:

    


    
      	
              (a)     
                  

            	
              if
                an enforcement attachment (executoriaal beslag),
                is not discharged within 14 days;
                or

            


    

    


    
      	
              (b)      
                 

            	
              if
                a conservatory attachment (consevatoir beslag), is
                not discharged within 30 days.

            


    

    


    
      	
              27.9  

            	
              Unlawfulness
                and invalidity

            


    

     

    
      	
              27.9.1  

            	
              It
                is or becomes unlawful for an Obligor or any other party granting
                Transaction Security to perform any of its obligations under the
                Finance
                Documents or any Transaction Security created or expressed to be
                created
                or evidenced by the Transaction Security Documents ceases to be
                effective.

            


    

     

    
      	
              27.9.2  

            	
              Any
                obligation or obligations of any Obligor or any other party granting
                Transaction Security under any Finance Documents are not (subject
                to the
                Legal Reservations) or cease to be legal, valid, binding or enforceable
                and the cessation individually or cumulatively materially and adversely
                affects the interests of the Lenders under the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

    
      	
              27.9.3  

            	
              Any
                Finance Document ceases to be in full force and effect or any Transaction
                Security ceases to be legal, valid, binding, enforceable or effective
                or
                is alleged by a party to it (other than a Finance Party) to be
                ineffective.

            


    

     

    
      	
              27.10  

            	
              Cessation
                of business

            


    

     

    Any
      Obligor suspends or ceases to carry on (or threatens to suspend or cease to
      carry on) all or a material part of its business.

    


    
      	
              27.11  

            	
              Change
                of ownership

            


    

     

    
      	
              27.11.1  

            	
              Royal
                Invest International Corp. ceases to hold (directly or indirectly)
                100 per
                cent. of the ordinary shares issued and outstanding in the capital
                of the
                Parent

            


    

     

    
      	
              27.11.2  

            	
              The
                Parent ceases to hold (directly or indirectly) 100 per cent. of the
                ordinary shares issued and outstanding in the capital of an Obligor
                (other
                than the Parent) other than pursuant to a Disposal in accordance
                with the
                terms of this Agreement.

            


    

     

    
      	
              27.12  

            	
              Audit
                qualification

            


    

     

    The
      Auditors make a material qualification in their audit opinion ("verklaring" pursuant to
      section 2:393, paragraph 5 of the Dutch Civil Code) in relation to any audited
      annual (consolidated) financial statements of any Obligor and it being
      understood that an "Emphasis of matter" not affecting the Auditor's opinion
      shall not qualify as a qualification.

    


    
      	
              27.13  

            	
              Compulsory
                purchase

            


    

     

    Any
      part
      of a Property is compulsorily purchased or the applicable local authority makes
      an order for the compulsory purchase of all or any part of a Property and the
      amount payable to the relevant Obligor in connection with such compulsory
      purchase at the time it takes effect is les than the aggregate amount that
      the
      relevant Obligor would be required to pay under this Agreement on a voluntary
      disposal of the relevant Property.

     

    
      	
              27.14  

            	
              Major
                damage

            


    

     

    Any
      part
      of a Property is destroyed or damaged in the opinion of the Majority Lenders,
      taking into account the amount and timing of receipt of the proceeds of
      insurance effected in accordance with the terms of this Agreement, the
      destruction or damage has or will have a Material Adverse Effect.

     

    
      	
              27.15  

            	
              Leasehold
                Interest and Building Right

            


    

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

    Forfeiture
      proceedings with respect to any Leasehold Interest or any Building Right are
      commenced or a Leasehold Interest or a Building Right is forfeited.

     

    
      	
              27.16  

            	
              Repudiation
                and rescission of agreements

            


    

     

    
      	
              27.16.1  

            	
              An
                Obligor (or any other relevant party) rescinds or purports to rescind
                or
                repudiates or purports to repudiate a Finance Document or any of
                the
                Transaction Security or evidences an intention to rescind or repudiate
                a
                Finance Document or any Transaction
                Security.

            


    

     

    
      	
              27.16.2  

            	
              Any
                party to the Acquisition Documents rescinds or purports to rescind
                or
                repudiates or purports to repudiate any of those agreements or instruments
                in whole or in part where to do so has or is, in the reasonable opinion
                of
                the Majority Lenders, likely to have a material adverse effect on
                the
                interests of the Finance Parties under the Finance
                Documents.

            


    

     

    
      	
              27.17  

            	
              Litigation

            


    

     

    Any
      litigation, arbitration, administrative, governmental, regulatory or other
      investigations, proceedings or disputes are commenced or threatened in relation
      to the Transaction Documents or the transactions contemplated in the Transaction
      Documents or against any Obligor or its assets which has or is reasonably likely
      to have a Material Adverse Effect.

    


    
      	
              27.18  

            	
              Material
                adverse change

            


    

     

    Any
      event
      or circumstance occurs which the Majority Lenders reasonably believe has or
      is
      reasonably likely to have a Material Adverse Effect.

    


    
      	
              27.19  

            	
              Acceleration

            


    

     

    On
      and at
      any time after the occurrence of an Event of Default the Facility Agent may,
      and
      shall if so directed by the Majority Lenders, by notice to the
      Parent:

    


    
      	
              (a)      
                 

            	
              cancel
                the Commitment at which time they shall immediately be
                cancelled;

            


    

    


    
      	
              (b)      
                 

            	
              declare
                that all or part of the Utilisations, together with accrued interest,
                and
                all other amounts accrued or outstanding under the Finance Documents
                be
                immediately due and payable, at which time they shall become immediately
                due and payable;

            


    

    


    
      	
              (c)     
                  

            	
              declare
                that all or part of the Utilisations be payable on demand, at which
                time
                they shall immediately become payable on demand by the Facility Agent
                on
                the instructions of the Majority Lenders;
                and/or

            


    

    


    
      	
              (d)     
                  

            	
              exercise
                or direct the Security Agent to exercise any or all of its rights,
                remedies, powers or discretions under the Finance
                Documents.

            


    

    


    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    
      	
              28  

            	
              SECURITY

            


    

     

    
      	
              28.1  

            	
              Transaction
                Security

            


    

     

    
      	
              28.1.1  

            	
              Each
                Obligor irrevocably and unconditionally undertakes to grant the
                Transaction Security.

            


    

     

    
      	
              28.1.2  

            	
              Each
                Obligor shall at the first request of the Security Agent provide
                any
                additional Security to the Security Agent (in such form as the Security
                Agent may require) over its assets as the Security Agent deems necessary
                or desirable.

            


    

     

    
      	
              28.2  

            	
              Parallel
                debt

            


    

     

    
      	
              28.2.1  

            	
              Each
                Obligor irrevocably and unconditionally undertakes (and to the extent
                necessary undertakes in advance (bij voorbaat)) to pay
                to the Security Agent amounts equal to any amounts owing from time
                to time
                by that Obligor to any Finance Party under any Finance Document as
                and
                when those amounts are due.

            


    

     

    
      	
              28.2.2  

            	
              Each
                Obligor and the Security Agent and the other Finance Parties acknowledge
                that the obligations of each Obligor under Clause 28.2.1 are several
                and
                are separate and independent (eigen zelfstandige
                verplichtingen) from, and shall not in any way limit or affect, the
                corresponding obligations of that Obligor to any Finance Party under
                any
                Finance Document (its "Corresponding Debt") nor
                shall the amounts for which each Obligor is liable under Clause 28.2.1
                (its "Parallel
                Debt") be limited or affected in any way by its Corresponding
                Debt
                provided that:

            


    

     

    
      	
              (a)     
                  

            	
              the
                Parallel Debt of each Obligor shall be decreased to the extent that
                its
                Corresponding Debt has been irrevocably paid or (in the case of guarantee
                obligations) discharged; and

            


    

    


    
      	
              (b)      
                 

            	
              the
                Corresponding Debt of each Obligor shall be decreased to the extent
                that
                its Parallel Debt has been irrevocably paid or (in the case of guarantee
                obligations) discharged; and

            


    

    


    
      	
              (c)      
                 

            	
              the
                amount of the Parallel Debt of each Obligor shall at all times be
                equal to
                the amount of its Corresponding
                Debt.

            


    

    


    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

    
      	
              28.2.3  

            	
              For
                the purpose of this Clause 28.2, the Security Agent acts in its own
                name
                and on behalf of itself and not as agent, representative or trustee
                of any
                other Finance Party, and its claims in respect of each Parallel Debt
                shall
                not be held on trust. The Transaction Security granted under the
                Transaction Security Documents to the Security Agent to secure each
                Parallel Debt is granted to the Security Agent in its capacity as
                sole
                creditor of each Parallel Debt.

            


    

     

    
      	
              28.2.4  

            	
              All
                monies received or recovered by the Security Agent pursuant to this
                Clause
                28.2, and all amounts received or recovered by the Security Agent
                from or
                by the enforcement of any Transaction Security granted to secure
                each
                Parallel Debt, shall be applied in accordance with Clause 34.5 (Partial
                Payments).

            


    

     

    
      	
              28.2.5  

            	
              Without
                limiting or affecting the Security Agent's rights against the Obligors
                (whether under this Clause 28.2 or under any other provision of the
                Finance Documents), each Obligor acknowledges
                that:

            


    

     

    
      	
              (a)     
                  

            	
              nothing
                in this Clause 28.2 shall impose any obligation on the Security Agent
                to
                advance any sum to any Obligor or otherwise under any Finance Document,
                except in its capacity as Lender;
                and

            


    

     

    
      	
              (b)     
                  

            	
              for
                the purpose of any vote taken under any Finance Document, the Security
                Agent shall not be regarded as having any participation or commitment
                other than those which it has in its capacity as a
                Lender.

            


    

    


    
      	
              28.2.6  

            	
              For
                the avoidance of doubt:

            


    

     

    
      	
              (a)      
                 

            	
              the
                Parallel Debt of each Obligor will become due and payable (opeisbaar) at the
                same
                time its Corresponding Debt becomes due and payable;
                and

            


    

     

    
      	
              (b)     
                  

            	
              without
                prejudice to Clauses 28.2.1 and 28.2.2, an Obligor may not repay
                or prepay
                its Parallel Debt unless directed to do so by the Security Agent
                or the
                Transaction Security is enforced by the Security
                Agent;

            


    

    


    
      	
              (c)     
                  

            	
              each
                Parallel Debt shall not be affected by an act, omission, matter or
                thing
                which would reduce, release or prejudice any of each Obligor's obligations
                under this Clause 28.2 or under any Finance Document (without limitation
                and whether or not known to it or any Finance
                Party).

            


    

    


    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

    
      	
              28.2.7  

            	
              Each
                Finance Party and each Obligor confirms that, in accordance with
                this
                Clause 28.2 a claim of the Security Agent against each Obligor in
                respect
                of a Parallel Debt does not constitute common property (een gemeenschap) within
                the meaning of Section 3:166 Dutch Civil Code and that the provisions
                relating to such common property shall not apply. If, however, it
                shall be
                held that such claim of the Security Agent does constitute common
                property
                and such provisions do apply, the parties to this Agreement agree
                that
                this Agreement shall constitute the administration agreement (beheersregeling) within
                the meaning of (and for the purposes of) Section 3:168 Dutch Civil
                Code.

            


    

     

    
      	
              28.3  

            	
              Investments

            


    

     

    Except
      as
      otherwise provided in any Transaction Security Document, all moneys received
      by
      the Security Agent under a Transaction Security Document may be invested in
      the
      name of, or under the control of, the Lenders in any investments selected by
      the
      Majority Lenders. Additionally, those moneys may be placed on deposit in the
      name of, or under the control of, the Majority Lenders at any bank or
      institution (including itself) and upon such terms as it may think
      fit.

    


    
      	
              28.4  

            	
              Release
                of Security

            


    

     

    
      	
              28.4.1  

            	
              Subject
                to Clause 26.2 (Release Security), if a disposal of any asset subject
                to
                Transaction Security is made to a person in the following
                circumstances:

            


    

     

    
      	
              (a)     
                  

            	
              the
                Majority Lenders agree to the
                disposal;

            


    

    


    
      	
              (b)     
                  

            	
              the
                disposal is allowed by the terms of the Finance Documents and will
                not
                result or could not reasonably be expected to result in any breach
                of any
                term of any Finance Document;

            


    

    


    
      	
              (c)     
                  

            	
              the
                disposal is being made at the request of the Majority Lenders in
                circumstances where any Transaction Security has become enforceable;
                and

            


    

    


    
      	
              (d)     
                  

            	
              the
                disposal is being effected by enforcement of a Transaction Security
                Document,

            


    

    


    the
      asset(s) being disposed of will be released from any Transaction Security over
      it. However, the proceeds of any disposal (or an amount corresponding to them)
      shall be applied in accordance with the requirements of the Finance Documents
      (if any).

    


    
      	
              28.4.2  

            	
              If
                the Security Agent is satisfied that a release is allowed under this
                Clause, the Security Agent shall execute (at the request and expense
                of
                the relevant Obligor) any document which is reasonably required to
                achieve
                that release.

            


    

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     


    SECTION
      9

    CHANGES
      TO PARTIES

    


    
      	
              29  

            	
              CHANGES
                TO THE
                LENDERS

            


    

     

    
      	
              29.1  

            	
              Transfers
                by the Lenders

            


    

     

    Subject
      to this Clause 29, a Lender (the "Existing Lender") may transfer
      any of its rights and obligations, under any Finance Document to another bank
      or
      financial institution or to a trust, fund or other entity which is regularly
      engaged in or established for the purpose of making, purchasing or investing
      in
      loans, securities or other financial assets (the "New Lender").

    


    
      	
              29.2  

            	
              Conditions
                of transfer

            


    

     

    
      	
              29.2.1  

            	
              A
                transfer will only be effective if the procedure set out in Clause
                29.5
                (Procedure for transfer) is complied
                with.

            


    

     

    
      	
              29.2.2  

            	
              If:

            


    

     

    
      	
              (a)     
                  

            	
              a
                Lender transfers any of its rights or obligations under the Finance
                Documents or changes its Facility Office;
                and

            


    

     

    
      	
              (b)     
                  

            	
              as
                a result of circumstances existing at the date the transfer or change
                occurs, an Obligor would be obliged to make a payment to the New
                Lender or
                Lender acting through its new Facility Office under Clause 14 (Tax
                gross
                up and Indemnities) or Clause 15 (Increased
                Costs),

            


    

     

    then
      the
      New Lender or Lender acting through its new Facility Office is only entitled
      to
      receive payment under those Clauses to the same extent as the Existing Lender
      or
      Lender acting through its previous Facility Office would have been if the
      assignment, transfer or change had not occurred.

    


    
      	
              29.2.3  

            	
              In
                order to comply with the Dutch Act on the financial supervision (Wet op het financieel
                toezicht), the amount transferred to the New Lender shall be at
                least € 50,000 or such other amount as may be required from time to time
                by the Dutch Act on the financial supervision (Wet op het financieel
                toezicht) unless the New Lender has confirmed to the Parent in
                writing that it is a professional market party within the meaning
                of the
                Dutch Act on the financial supervision (Wet op het financieel
                toezicht).

            


    

     

    
      	
              29.3  

            	
              Transfer
                fee

            


    

     

    Unless
      the Facility Agent otherwise agrees and excluding a transfer (a) to an Affiliate
      of a Lender or (b) made in connection with primary syndication of the Facility,
      the New Lender shall, on the date upon which a transfer takes effect, pay to
      the
      Facility Agent (for its own account) a fee of € 2,500.

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

    
      	
              29.4  

            	
              Limitation
                of responsibility of Existing
                Lenders

            


    

     

    
      	
              29.4.1  

            	
              Unless
                expressly agreed to the contrary, an Existing Lender makes no
                representation or warranty and assumes no responsibility to a New
                Lender
                for:

            


    

     

    
      	
              (a)     
                  

            	
              the
                legality, validity, effectiveness, adequacy or enforceability of
                the
                Transaction Documents, the Transaction Security or any other
                documents;

            


    

    


    
      	
              (b)     
                  

            	
              the
                financial condition of any Obligor;

            


    

    


    
      	
              (c)     
                  

            	
              the
                performance and observance by any Obligor of its obligations under
                the
                Transaction Documents or any other documents;
                or

            


    

    


    
      	
              (d)      
                 

            	
              the
                accuracy of any statements (whether written or oral) made in or in
                connection with any Transaction Document or any other
                document,

            


    

    


    and
      any
      representations or warranties implied by law are excluded.

    


    
      	
              29.4.2  

            	
              Each
                New Lender confirms to the Existing Lender, the other Finance Parties
                and
                the Finance Parties that it:

            


    

     

    
      	
              (a)     
                  

            	
              has
                made (and shall continue to make) its own independent investigation
                and
                assessment of the financial condition and affairs of each Obligor
                and its
                related entities in connection with its participation in this Agreement
                and has not relied exclusively on any information provided to it
                by the
                Existing Lender or any other Finance Party in connection with any
                Transaction Document or the Transaction Security;
                and

            


    

    


    
      	
              (b)      
                 

            	
              will
                continue to make its own independent appraisal of the creditworthiness
                of
                each Obligor and its related entities whilst any amount is or may
                be
                outstanding under the Finance Documents or any Commitment is in
                force.

            


    

    


    
      	
              29.4.3  

            	
              Nothing
                in any Finance Document obliges an Existing Lender
                to:

            


    

     

    
      	
              (a)     
                  

            	
              accept
                a re-transfer or re-assignment from a New Lender of any of the rights
                and
                obligations assigned or transferred under this Clause 29;
                or

            


    

    


    
      	
              (b)     
                  

            	
              support
                any losses directly or indirectly incurred by the New Lender by reason
                of
                the non-performance by any Obligor of its obligations under the
                Transaction Documents or otherwise.

            


    

    


    
      	
              29.5  

            	
              Procedure
                for transfer

            


    

     

    
      	
              29.5.1  

            	
              If
                any Existing Lender wishes to transfer all or any of its rights,
                benefits
                and/or obligations hereunder as contemplated in Clause 29.2 (Conditions
                of
                assignment or transfer), then such transfer may be effected by the
                delivery to the Facility Agent of a duly completed Transfer Certificate
                executed by the Existing Lender and the New Lender in which event,
                on the
                Transfer Date:

            


    

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

    
      	
              (a)     
                  

            	
              the
                rights and benefits of the Existing Lender party to such Transfer
                Certificate expressed to be transferred thereby will be transferred
                to the
                New Lender party thereto pursuant to assignment (cessie) and the
                obligations of the Existing Lender vis-à-vis any other
                party hereto, insofar as such obligations pertain to such transferred
                rights and benefits (and which would have been obligations of the
                New
                Lender if the New Lender had been an original party hereto) shall
                be
                transferred to the New Lender pursuant to take-over of debt (schuldoverneming);

            


    

    


    
      	
              (b)     
                  

            	
              such
                other obligations of the Existing Lender party to such Transfer
                Certificate expressed to be transferred thereby will be transferred
                to the
                New Lender pursuant to take-over of debts (schuldoverneming) and
                the rights and benefits of the Existing Lender which pertain to such
                transferred obligations (and which would have been rights and benefits
                of
                the New Lender if the New Lender had been an original party hereto)
                will
                be transferred to the New Lender pursuant to assignment (cessie);
                and

            


    

    


    
      	
              (c)     
                  

            	
              the
                Facility Agent, the Arranger, the Security Agent, the New Lender
                and the
                other Lenders shall acquire the same rights and benefits and assume
                the
                same obligations between themselves as they would have acquired and
                assumed had the New Lender been an original party hereto as a Lender
                with
                the rights, benefits and/or obligations acquired or assumed by it
                as a
                result of such transfer and to that extent the Facility Agent, the
                Arranger, the Security Agent and the relevant Lender shall each be
                released from further obligations to each other
                hereunder.

            


    

    


    
      	
              29.5.2  

            	
              The
                Facility Agent shall only be obliged to execute a Transfer Certificate
                delivered to it by the Existing Lender and the New Lender upon its
                completion of all "know your customer" or other checks relating to
                any
                person that it is required to carry out in relation to the transfer
                to
                such New Lender.

            


    

     

    
      	
              29.5.3  

            	
              The
                New Lender shall become a Party as a
                "Lender".

            


    

     

    
      	
              29.6  

            	
              Permission
                to transfer by Lenders

            


    

     

    Each
      Party irrevocably grants in advance its permission to a transfer of obligations
      as contemplated in this Clause 29 (Changes to the Lenders). Receipt of a
      Transfer Certificate by the Facility Agent shall also constitute notice of
      assignment (mededeling van
      cessie) and notice of transfer (mededeling van
      schuldoverneming) and each Party irrevocably authorises and instructs the
      Facility Agent (a) to receive each such notice of assignment and transfer on
      its
      behalf and in its name and irrevocably agrees that each such notice to be given
      to such party may be given to the Facility Agent as representative of such
      party
      and (b) to forward a copy of such notice to the Obligor's Agent.

    


    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

    
      	
              29.7  

            	
              Copy
                of Transfer Certificate to Parent

            


    

     

    The
      Facility Agent shall, as soon as reasonably practicable after it has executed
      a
      Transfer Certificate, send to the Parent a copy of that Transfer
      Certificate.

    


    
      	
              29.8  

            	
              Disclosure
                of information

            


    

     

    
      	
              29.8.1  

            	
              Any
                Lender may disclose to any of its Affiliates and any other
                person:

            


    

     

    
      	
              (a)     
                  

            	
              to
                (or through) whom that Lender assigns or transfers (or may potentially
                assign or transfer) all or any of its rights and obligations under
                the
                Finance Documents;

            


    

    


    
      	
              (b)      
                 

            	
              with
                (or through) whom that Lender enters into (or may potentially enter
                into)
                any sub-participation in relation to, or any other transaction under
                which
                payments are to be made by reference to, the Finance Documents or
                any
                Obligor; or

            


    

    


    
      	
              (c)     
                  

            	
              to
                whom, and to the extent that, information is required to be disclosed
                by
                any applicable law or regulation;
                or

            


    

    


    
      	
              (d)      
                 

            	
              for
                whose benefit that Lender charges, assigns or otherwise creates a
                Security
                Interest (or may do so) pursuant to Clause 29.10 (Security Interests
                over
                Lenders' rights); and

            


    

    


    
      	
              (e)     
                  

            	
              any
                Finance Party may disclose to a rating agency or its professional
                advisers, or (with the consent of the Parent) any other person any
                information about any Obligor, the Group and the Finance Documents
                as that
                Lender or other Finance Party shall consider
                appropriate.

            


    

    


    
      	
              29.9  

            	
              Cooperation
                and consent re-transfer by the Facility Agent and Security
                Agent

            


    

     

    Each
      Party irrevocably agrees that the Facility Agent and the Security Agent may
      transfer its rights and obligations hereunder and, as the case may be, under
      any
      of the other Finance Documents in accordance with the provisions hereof by
      means
      of (a) a transfer of agreement (contractsoverneming) and/or
      (b) a combination of assignment and take-over of debt pursuant to this Clause
      29
      and in advance irrevocably cooperates therewith and respectively irrevocably
      consents thereto (verleent bij
      voorbaat medewerking c.q. geeft bij voorbaat toestemming) in accordance
      with Section 6:159 and Section 6:156 of the Dutch Civil Code, such transfer
      to
      be effective upon the giving of notice to each other Party or on such later
      date
      as may be agreed by a Party. Each Party (other than the Facility Agent) hereby
      irrevocably appoints the Facility Agent to receive on its behalf each such
      notice of transfer of agreement and assignment and take-over of debt
      respectively.

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

    
      	
              29.10  

            	
              Security
                Interests over Finance Parties'
                rights

            


    

     

    
      	
              29.10.1  

            	
              In
                addition to the other rights provided to Lenders under this Clause
                29,
                each Finance Party may without consulting with or obtaining consent
                from
                any Obligor, at any time charge, assign or otherwise create a Security
                in
                or over (whether by way of collateral or otherwise) all or any of
                its
                rights under any Finance Document to secure obligations of that Lender
                including, without limitation:

            


    

     

    
      	
              (a)     
                  

            	
              any
                charge, assignment or other Security to secure obligations to a federal
                reserve or central bank; and

            


    

    


    
      	
              (b)      
                 

            	
              in
                the case of any Finance Party which is a fund, any charge, assignment
                or
                other Security granted to any holders (or trustee or representatives
                of
                holders) of obligations owed, or securities issued, by that Finance
                Party
                as Security for those obligations or
                securities,

            


    

    


    except
      that no such charge, assignment or Security shall:

    


    
      	
              (a)     
                  

            	
              release
                a Finance Party from any of its obligations under the Finance Documents
                or
                substitute the beneficiary of the relevant charge, assignment or
                Security
                for the Finance Party as a party to any of the Finance Documents;
                or

            


    

    


    
      	
              (b)      
                 

            	
              require
                any payments to be made by an Obligor or grant to any person any
                more
                extensive rights than those required to be made or granted to the
                relevant
                Lender under the Finance Documents.

            


    

    


    
      	
              29.10.2  

            	
              Each
                Obligor irrevocably co-operates and consents in advance (verleent bij voorbaat
                toestemming en geeft bij voorbaat medewerking) to a transfer
                pursuant to an enforcement of a charge, assignment or a right of
                pledge as
                set out in Clause 29.10.1 and each Obligor shall execute and deliver
                such
                document or instrument a Finance Party deems necessary or desirable
                in
                connection with such transfer.

            


    

     

    
      	
              29.11  

            	
              Tranching

            


    

     

    
      	
              29.11.1  

            	
              The
                Finance Parties may at any time to subdivide, split, sever or modify
                the
                Loan in the manner set out in Clause
                29.11.2.

            


    

     

    
      	
              29.11.2  

            	
              The
                Finance Parties may (subject to the provisions of paragraph (c)
                below):

            


    

     

    
      	
              (a)      
                 

            	
              cause
                a Loan and/or the related Finance Documents to be split and/or subdivided
                into one or more different and separate parts or tranches (whether
                being
                of equal or unequal principal amounts having the same or different
                interest rates and whether, as between themselves, ranking in priority,
                or
                on a pari passu basis or otherwise) which may involve mezzanine tranches
                and/or borrowers (each such part or tranche being a "Tranche");

            


    

    


    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

    
      	
              (b)     
                  

            	
              apportion
                and/or prioritise the Security created by any Transaction Security
                Document as between each individual
                Tranche;

            


    

    


    
      	
              (c)     
                  

            	
              vary
                the amount of, or cancel any Tranche or consolidate or merge any
                Tranche
                with another Tranche or Tranches and reallocate or modify the prepayment
                fees and amortisation profiles and/or any of the monies payable by
                any
                Borrower to all or any of the Finance Parties under this
                Agreement;

            


    

     

    
      	
              (d)     
                  

            	
              require
                the Obligors to:

            


    

     

    
      	
              (i)     
                   

            	
              enter
                into any additional documentation or agreements (including but not
                limited
                to further Finance Documents, Transaction Security Documents,
                intercreditor or priority agreements, and transfer documents) as
                the
                Finance Parties and/or the Facility Agent may request and, promptly
                upon
                such request, the Obligors shall enter into such additional documentation
                and/or agreements;

            


    

    


    
      	
              (ii)     
                  

            	
              amend
                any Finance Document to provide that all or any of the provisions
                shall
                apply to all or any of the Tranches and/or to regulate (as between
                themselves) the priority of such Tranches and/or the circumstances
                in
                which such any become repayable and/or Security for the same enforceable
                and, promptly upon such request, the Obligors shall enter into such
                additional documents and/or
                agreements;

            


    

    


    
      	
              (iii)    
                  

            	
              incorporate
                or constitute one or more Affiliates to which any one or more of
                the
                Tranches shall be novated, transferred or assigned and procure further
                first ranking Security to be granted to the Facility Agent over the
                shares
                or other stock of such Affiliates;

            


    

    


    
      	
              (iv)    
                  

            	
              credit
                all interest and principal amounts to separate accounts in the name
                of the
                Facility Agent for application in or towards payment of interest
                and/or
                principal on such Tranches; and/or

            


    

    


    
      	
              (v)    
                  

            	
              require
                a Borrower to resize, vary divide, reprofile and/or adapt any Hedging
                Arrangement (or cancel any existing Hedging Arrangement and enter
                into new
                Hedging Arrangements) in connection with all or any of the
                above,

            


    

    


    
      	
              29.11.3  

            	
              so
                that the pricing and marketing of any transfer, assignment, syndication,
                sub-participation and/or any securitisation entered into in connection
                with this Agreement and the size of each class of notes and the rating
                assigned to each class of notes by the rating agencies (in connection
                with
                any such securitisation) shall provide the most favourable rating
                levels
                and achieve the optimum pricing execution for any such transfer,
                assignment, syndication, sub-participation and/or
                securitisation.

            


    

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

    
      	
              29.11.4  

            	
              The
                exercise of the Finance Parties of their rights under Clause 29.11.2
                (and
                the obligations of the Obligors) to comply with Clause 29.11.2 shall
                be
                subject to the following
                conditions:

            


    

     

    
      	
              (a)     
                  

            	
              none
                of the transactions referred to in Clause 29.11.2 may result in a
                change
                in tenor or the overall amount of a
                Loan;

            


    

    


    
      	
              (b)     
                  

            	
              immediately
                after any of transactions referred to in Clause 29.11.2 the weighted
                average interest rate attributable to each Tranche shall be no greater
                than the interest rate payable under each Loan prior to the entry
                into
                such transaction; and

            


    

    


    
      	
              (c)     
                  

            	
              no
                additional costs will be incurred by the Obligors unless the Finance
                Parties agree to reimburse the
                same.

            


    

    


    
      	
              30  

            	
              CHANGES
                TO THE
                OBLIGORS

            


    

     

    
      	
              30.1  

            	
              Assignments
                and transfer by Obligors

            


    

     

    No
      Obligor may assign any of its rights or transfer any of its rights or
      obligations under the Finance Documents.

    


    
      	
              30.2  

            	
              Additional
                Borrower and Additional Guarantor

            


    

     

    
      	
              30.2.1  

            	
              Subject
                to compliance with the provisions of Clause 22.9.3 and Clause 22.9.4
                ("Know your customer" checks), the Parent may request that any of
                the
                Parent's wholly owned Subsidiaries becomes an Additional Borrower
                and an
                Additional Guarantor. That Subsidiary shall become an Additional
                Borrower
                and an Additional Guarantor if:

            


    

     

    
      	
              (a)     
                  

            	
              the
                Lenders approve the addition of that
                Subsidiary;

            


    

    


    
      	
              (b)     
                  

            	
              an
                Additional Borrower shall also become an Additional Guarantor (and
                vice
                versa);

            


    

    


    
      	
              (c)     
                  

            	
              an
                Additional Borrower and an Additional Guarantor deliver to the Facility
                Agent a duly completed and executed Accession
                Letter;

            


    

    


    
      	
              (d)     
                  

            	
              an
                Additional Borrower and an Additional Guarantor shall own a Property
                which
                will be financed under this
                Agreement;

            


    

    


    
      	
              (e)     
                  

            	
              the
                Parent confirms that no Default is continuing or would occur as a
                result
                of that Subsidiary becoming an Additional Borrower and an Additional
                Guarantor; and

            


    

    


    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

    
      	
              (f)     
                  

            	
              the
                Facility Agent has received all of the documents and other evidence
                listed
                in Part II of Schedule
                2
                (Conditions precedent) in relation to that an Additional Borrower
                and an
                Additional Guarantor, each in form and substance satisfactory to
                the
                Facility Agent.

            


    

    


    
      	
              30.2.2  

            	
              The
                Facility Agent shall notify the Parent and the Lenders promptly upon
                being
                satisfied that it has received (in form and substance satisfactory
                to it)
                all the documents and other evidence listed in Part II of Schedule
                2
                (Conditions precedent).

            


    

     

    
      	
              30.3  

            	
              Resignation
                of an Obligor

            


    

     

    
      	
              30.3.1  

            	
              The
                Parent may request that an Obligor ceases to be an Obligor by delivering
                to the Facility Agent a Resignation
                Letter.

            


    

     

    
      	
              30.3.2  

            	
              The
                Facility Agent shall accept a Resignation Letter and notify the Parent
                and
                the Lenders of its acceptance if:

            


    

     

    
      	
              (a)     
                  

            	
              no
                Default is continuing or would result from the acceptance of the
                Resignation Letter (and the Parent has confirmed this is the
                case);

            


    

    


    
      	
              (b)     
                  

            	
              an
                Obligor is under no actual or contingent obligations as an Obligor
                under
                any Finance Documents;

            


    

    


    
      	
              (c)     
                  

            	
              an
                Obligor cease to be a Borrower and a Guarantor (and vice versa);
                and

            


    

    


    
      	
              (d)     
                  

            	
              in
                the event that the Parent resigns, another Obligor is appointed as
                "Parent" and the Hedging Agreements are assigned to such new Parent
                and
                pledges to the Security Agent by such new
                Parent,

            


    

    


    
      	
              30.3.3  

            	
              whereupon
                that company shall cease to be an Obligor and shall have no further
                rights
                or obligations under the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    


    SECTION
      10

    THE
      FINANCE PARTIES

    


    
      	
              31  

            	
              ROLE
                OF THE FACILITY AGENT, THE SECURITY AGENT, THE ARRANGER
                AND OTHERS

            


    

     

    
      	
              31.1  

            	
              Appointment
                of the Facility Agent

            


    

     

    
      	
              31.1.1  

            	
              Each
                other Finance Party appoints the Facility Agent to act as its agent
                under
                and in connection with the Finance
                Documents.

            


    

     

    
      	
              31.1.2  

            	
              Each
                other Finance Party authorises the Facility Agent to exercise the
                rights,
                powers, authorities and discretions specifically given to the Facility
                Agent under or in connection with the Finance Documents together
                with any
                other incidental rights, powers, authorities and
                discretions.

            


    

     

    
      	
              31.1.3  

            	
              It
                is expressly agreed that the appointment under this Clause 31.1 is
                given
                with full power of substitution and also applies to any situation
                where
                the Facility Agent acts as a Finance Party's counterparty (Selbsteintritt) within
                the meaning of Section 3:68 of the Dutch Civil Code or as a representative
                of a Finance Party's counterparty.

            


    

     

    
      	
              31.2  

            	
              Appointment
                of the Security Agent

            


    

     

    
      	
              31.2.1  

            	
              Each
                other Finance Party appoints the Security Agent to act as its agent
                under
                and in connection with the Finance
                Documents.

            


    

     

    
      	
              31.2.2  

            	
              Each
                other Finance Party authorises the Security Agent to exercise the
                rights,
                powers, authorities and discretions specifically given to the Security
                Agent under or in connection with the Finance Documents together
                with any
                other incidental rights, powers, authorities and discretions and
                irrevocably authorises the Security Agent on its behalf (a) to enter
                into
                each Transaction Security Document and (b) to acknowledge the provisions
                of each Transaction Security Document (including but not limited
                to any
                "Parallel Debt" provision contained
                therein).

            


    

     

    
      	
              31.2.3  

            	
              It
                is expressly agreed that the appointment under this Clause 31.2 is
                given
                with full power of substitution and also applies to any situation
                where
                the Security Agent acts as a Finance Party's counterparty (Selbsteintritt) within
                the meaning of Section 3:68 of the Dutch Civil Code or as a representative
                of a Finance Party's counterparty.

            


    

     

    
      	
              31.3  

            	
              Duties
                of the Facility Agent and the Security
                Agent

            


    

     

    
      	
              31.3.1  

            	
              The
                Facility Agent and the Security Agent shall promptly forward to a
                Party
                the original or a copy of any document which is delivered to the
                Facility
                Agent or the Security Agent for that Party by any other
                Party.

            


    

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

    
      	
              31.3.2  

            	
              Except
                where a Finance Document specifically provides otherwise, the Facility
                Agent or the Security Agent is not obliged to review or check the
                adequacy, accuracy or completeness of any document it forwards to
                another
                Party.

            


    

     

    
      	
              31.3.3  

            	
              If
                the Facility Agent or the Security Agent receives notice from a Party
                referring to this Agreement, describing a Default and stating that
                the
                circumstance described is a Default, it shall promptly notify the
                other
                Finance Parties.

            


    

     

    
      	
              31.3.4  

            	
              If
                the Facility Agent is aware of the non-payment of any principal,
                interest,
                commitment fee or other fee payable to a Finance Party (other than
                the
                Facility Agent, the Arranger or the Security Agent) under this Agreement
                it shall promptly notify the other Finance
                Parties.

            


    

     

    
      	
              31.3.5  

            	
              The
                Facility Agent's and the Security Agent's duties under the Finance
                Documents are solely mechanical and administrative in
                nature.

            


    

     

    
      	
              31.4  

            	
              Role
                of the Arranger

            


    

     

    Except
      as
      specifically provided in the Finance Documents, the Arranger has no obligations
      of any kind to any other Party under or in connection with any Finance
      Document.

    


    
      	
              31.5  

            	
              No
                fiduciary duties

            


    

     

    
      	
              31.5.1  

            	
              Nothing
                in this Agreement constitutes the Facility Agent, the Security Agent,
                and/or the Arranger as a trustee or fiduciary of any other
                person.

            


    

     

    
      	
              31.5.2  

            	
              None
                of the Facility Agent, the Security Agent, the Security Agent or
                the
                Arranger, shall be bound to account to any Lender for any sum or
                the
                profit element of any sum received by it for its own
                account.

            


    

     

    
      	
              31.6  

            	
              Business
                with the Group

            


    

     

    The
      Facility Agent, the Security Agent, and the Arranger may accept deposits from,
      lend money to and generally engage in any kind of banking or other business
      with
      any member of the Group.

    


    
      	
              31.7  

            	
              Rights
                and discretions

            


    

     

    
      	
              31.7.1  

            	
              The
                Facility Agent and the Security Agent may rely
                on:

            


    

     

    
      	
              (a)     
                  

            	
              any
                representation, notice or document believed by it to be genuine,
                correct
                and appropriately authorised; and

            


    

     

    
      	
              (b)     
                  

            	
              any
                statement made by a director, authorised signatory or employee of
                any
                person regarding any matters which may reasonably be assumed to be
                within
                his knowledge or within his power to
                verify.

            


    

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

    
      	
              31.7.2  

            	
              The
                Facility Agent and the Security Agent may assume (unless it has received
                notice to the contrary in its capacity as agent for the Lenders)
                that:

            


    

     

    
      	
              (a)     
                  

            	
              no
                Default has occurred (unless it has actual knowledge of a Default
                arising
                under Clause 27.1 (Non-payment));

            


    

    


    
      	
              (b)     
                  

            	
              any
                right, power, authority or discretion vested in any Party or the
                Majority
                Lenders has not been exercised; and

            


    

    


    
      	
              (c)     
                  

            	
              any
                notice or request made by the Parent is made on behalf of and with
                the
                consent and knowledge of all the
                Obligors.

            


    

    
      	
              31.7.3  

            	
              The
                Facility Agent and the Security Agent may engage, pay for and rely
                on the
                advice or services of any lawyers, accountants, surveyors or other
                experts.

            


    

     

    
      	
              31.7.4  

            	
              The
                Facility Agent and the Security Agent may act in relation to the
                Finance
                Documents through its personnel and
                agents.

            


    

     

    
      	
              31.7.5  

            	
              The
                Facility Agent and the Security Agent may disclose to any other Party
                any
                information it reasonably believes it has received as agent under
                this
                Agreement.

            


    

     

    
      	
              31.7.6  

            	
              Notwithstanding
                any other provision of any Finance Document to the contrary, none
                of the
                Facility Agent, the Security Agent, or the Arranger is obliged to
                do or
                omit to do anything if it would or might in its reasonable opinion
                constitute a breach of any law or regulation or a breach of a fiduciary
                duty or duty of confidentiality.

            


    

     

    
      	
              31.8  

            	
              Majority
                Lenders' instructions

            


    

     

    
      	
              31.8.1  

            	
              Unless
                a contrary indication appears in a Finance Document, the Facility
                Agent
                shall (a) exercise any right, power, authority or discretion vested
                in it
                as Facility Agent in accordance with any instructions given to it
                by the
                Majority Lenders (or, if so instructed by the Majority Lenders, refrain
                from exercising any right, power, authority or discretion vested
                in it as
                Facility Agent) and (b) not be liable for any act (or omission) if
                it acts
                (or refrains from taking any action) in accordance with an instruction
                of
                the Majority Lenders.

            


    

     

    
      	
              31.8.2  

            	
              Unless
                a contrary indication appears in a Finance Document, any instructions
                given by the Majority Lenders will be binding on all the Finance
                Parties
                other than the Security Agent.

            


    

     

    
      	
              31.8.3  

            	
              The
                Facility Agent may refrain from acting in accordance with the instructions
                of the Majority Lenders (or, if appropriate, the Lenders) until it
                has
                received such security as it may require for any cost, loss or liability
                (together with any associated VAT) which it may incur in complying
                with
                the instructions.

            


    

     

    
      	
              31.8.4  

            	
              In
                the absence of instructions from the Majority Lenders, (or, if
                appropriate, the Lenders) the Facility Agent may act (or refrain
                from
                taking action) as it considers to be in the best interest of the
                Lenders.

            


    

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

    
      	
              31.8.5  

            	
              The
                Facility Agent and the Security Agent are not authorised to act on
                behalf
                of a Lender (without first obtaining that Lender's consent) in any
                legal
                or arbitration proceedings relating to any Finance Document. This
                Clause
                31.8.5 shall not apply to any legal or arbitration proceeding relating
                to
                the perfection, preservation or protection of rights under the Transaction
                Security Documents or enforcement of the Transaction Security or
                Transaction Security Documents.

            


    

     

    
      	
              31.9  

            	
              Responsibility
                for documentation

            


    

     

    None
      of
      the Facility Agent, the Security Agent, or the Arranger:

    


    
      	
              (a)     
                  

            	
              is
                responsible for the adequacy, accuracy and/or completeness of any
                information (whether oral or written) supplied by the Facility Agent,
                the
                Security Agent, the Arranger, an Obligor or any other person given
                in or
                in connection with any Finance Document or the Reports or the transactions
                contemplated in the Finance Documents;
                or

            


    

    


    
      	
              (b)     
                  

            	
              is
                responsible for the legality, validity, effectiveness, adequacy or
                enforceability of any Finance Document or the Transaction Security
                or any
                other agreement, arrangement or document entered into, made or executed
                in
                anticipation of or in connection with any Finance Document or the
                Transaction Security.

            


    

    


    
      	
              31.10  

            	
              Exclusion
                of liability

            


    

     

    
      	
              31.10.1  

            	
              Without
                limiting Clause 31.10.2, none of the Facility Agent or the Security
                Agent
                will be liable (including, without limitation, for negligence or
                any other
                category of liability whatsoever) for any action taken by it under
                or in
                connection with any Finance Document or the Transaction Security,
                unless
                directly caused by its gross negligence or wilful
                misconduct.

            


    

     

    
      	
              31.10.2  

            	
              No
                Party (other than the Facility Agent, or the Security Agent, (as
                applicable)) may take any proceedings against any officer, employee
                or
                agent of the Facility Agent, or the Security Agent, in respect of
                any
                claim it might have against the Facility Agent, or the Security Agent,
                or
                in respect of any act or omission of any kind by that officer, employee
                or
                agent in relation to any Finance Document or any Transaction Document
                and
                any officer, employee or agent of the Facility Agent, or the Security
                Agent, may rely on this Clause.

            


    

     

    
      	
              31.10.3  

            	
              The
                Facility Agent and the Security Agent will not be liable for any
                delay (or
                any related consequences) in crediting an account with an amount
                required
                under the Finance Documents to be paid by the Facility Agent or the
                Security Agent if the Facility Agent or the Security Agent has taken
                all
                necessary steps as soon as reasonably practicable to comply with
                the
                regulations or operating procedures of any recognised clearing or
                settlement system used by the Facility Agent or the Security Agent
                for
                that purpose.

            


    

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

    
      	
              31.10.4  

            	
              Nothing
                in this Agreement shall oblige the Facility Agent, the Security Agent
                or
                the Arranger to carry out any "know your customer" or other checks
                in
                relation to any person on behalf of any Lender and each Lender confirms
                to
                the Facility Agent, the Security Agent and the Arranger that it is
                solely
                responsible for any such checks it is required to carry out and that
                it
                may not rely on any statement in relation to such checks made by
                the
                Facility Agent, the Security Agent or the
                Arranger.

            


    

     

    
      	
              31.11  

            	
              Lenders'
                indemnity to the Facility Agent and the Security
                Agent

            


    

     

    Each
      Lender shall (in proportion to its share of the Commitment or, if the Commitment
      are then zero, to its share of the Commitment immediately prior to their
      reduction to zero) indemnify the Facility Agent and the Security Agent, within
      3
      Business Days of demand, against any cost, loss or liability (including, without
      limitation, for negligence or any other category of liability whatsoever)
      incurred by the Facility Agent and the Security Agent (otherwise than by reason
      of the Facility Agent's and the Security Agent's gross negligence or wilful
      misconduct) notwithstanding the Facility Agent's negligence, gross negligence
      or
      any other category of liability whatsoever but not including any claim based
      on
      the fraud of the Facility Agent in acting as Facility Agent under the Finance
      Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant
      to a Finance Document).

    


    
      	
              31.12  

            	
              Resignation
                of the Facility Agent and the Security
                Agent

            


    

     

    
      	
              31.12.1  

            	
              The
                Facility Agent and the Security Agent may resign and appoint one
                of its
                Affiliates as successor by giving notice to the Lenders and the
                Parent.

            


    

     

    
      	
              31.12.2  

            	
              Alternatively
                the Facility Agent and the Security Agent may resign by giving notice
                to
                the Lenders and the Parent, in which case the Majority Lenders (after
                consultation with the Parent) may appoint a successor Facility Agent
                and a
                successor Security Agent.

            


    

     

    
      	
              31.12.3  

            	
              If
                the Majority Lenders have not appointed a successor Facility Agent
                or a
                successor Security Agent in accordance with Clause 31.12.2 above
                within 30
                days after notice of resignation was given, the Facility Agent (after
                consultation with the Parent) may appoint a successor Facility Agent
                or a
                successor Security Agent.

            


    

     

    
      	
              31.12.4  

            	
              The
                retiring Facility Agent or the Security Agent shall, at its own cost,
                make
                available to the successor Facility Agent or a successor Security
                Agent
                such documents and records and provide such assistance as the successor
                Facility Agent or a successor Security Agent may reasonably request
                for
                the purposes of performing its functions as Facility Agent or as
                Security
                Agent under the Finance Documents.

            


    

     

    
      	
              31.12.5  

            	
              The
                Facility Agent's and the Security Agent's resignation notice shall
                only
                take effect upon the appointment of a
                successor.

            


    

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

    
      	
              31.12.6  

            	
              Upon
                the appointment of a successor, the retiring Facility Agent or retiring
                Security Agent shall be discharged from any further obligation in
                respect
                of the Finance Documents but shall remain entitled to the benefit
                of this
                Clause 31. Its successor and each of the other Parties shall have
                the same
                rights and obligations amongst themselves as they would have had
                if such
                successor had been an original
                Party.

            


    

     

    
      	
              31.12.7  

            	
              After
                consultation with the Parent, the Majority Lenders may, by notice
                to the
                Facility Agent or the Security Agent, require it to resign in accordance
                with Clause 31.12.2 above. In this event, the Facility Agent or the
                Security Agent shall resign in accordance with Clause 31.12.2
                above.

            


    

     

    
      	
              31.13  

            	
              Confidentiality

            


    

     

    
      	
              31.13.1  

            	
              In
                acting as agent for the Finance Parties, the Facility Agent and the
                Security Agent shall be regarded as acting through its agency division
                which shall be treated as a separate entity from any other of its
                divisions or departments.

            


    

     

    
      	
              31.13.2  

            	
              If
                information is received by another division or department of the
                Facility
                Agent or the Security Agent, it may be treated as confidential to
                that
                division or department and the Facility Agent or the Security Agent
                shall
                not be deemed to have notice of it.

            


    

     

    
      	
              31.13.3  

            	
              Notwithstanding
                any other provision of any Finance Document to the contrary, neither
                the
                Facility Agent nor the Security Agent nor the Arranger are obliged
                to
                disclose to any other person (a) any confidential information or
                (b) any
                other information if the disclosure would or might in its reasonable
                opinion constitute a breach of any law or a breach of a fiduciary
                duty.

            


    

     

    
      	
              31.14  

            	
              Relationship
                with the Lenders

            


    

     

    
      	
              31.14.1  

            	
              The
                Facility Agent may treat each Lender as a Lender, entitled to payments
                under this Agreement and acting through its Facility Office unless
                it has
                received not less than five Business Days' prior notice from that
                Lender
                to the contrary in accordance with the terms of this
                Agreement.

            


    

     

    
      	
              31.14.2  

            	
              Each
                Lender shall supply the Facility Agent with any information required
                by
                the Facility Agent in order to calculate the Mandatory Cost in accordance
                with 0
                (Mandatory Cost Formula).

            


    

     

    
      	
              31.14.3  

            	
              Each
                Lender shall supply the Facility Agent with any information that
                the
                Security Agent may reasonably specify (through the Facility Agent)
                as
                being necessary or desirable to enable the Security Agent to perform
                its
                functions as Security Agent. Each Lender shall deal with the Security
                Agent exclusively through the Facility Agent and shall not deal directly
                with the Security Agent.

            


    

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    
      	
              31.15  

            	
              Credit
                appraisal by the Lenders

            


    

     

    Without
      affecting the responsibility of any Obligor for information supplied by it
      or on
      its behalf in connection with any Finance Document, each Lender confirms to
      the
      Facility Agent, the Arranger, and the Security Agent that it has been, and
      will
      continue to be, solely responsible for making its own independent appraisal
      and
      investigation of all risks arising under or in connection with any Finance
      Document including but not limited to:

    


    
      	
              (a)     
                  

            	
              the
                financial condition, status and nature of each member of the
                Group;

            


    

    


    
      	
              (b)     
                  

            	
              the
                legality, validity, effectiveness, adequacy or enforceability of
                any
                Finance Document and the Transaction Security and any other agreement,
                arrangement or document entered into, made or executed in anticipation
                of,
                under or in connection with any Finance Document or the Transaction
                Security;

            


    

    


    
      	
              (c)    
                  

            	
              whether
                that Finance Party has recourse, and the nature and extent of that
                recourse, against any Party or any of its respective assets under
                or in
                connection with any Finance Document, the Transaction Security, the
                transactions contemplated by the Finance Documents or any other agreement,
                arrangement or document entered into, made or executed in anticipation
                of,
                under or in connection with any Finance
                Document;

            


    

    


    
      	
              (d)    
                  

            	
              the
                adequacy, accuracy and/or completeness of the Reports and any other
                information provided by the Facility Agent, any Party or by any other
                person under or in connection with any Finance Document, the transactions
                contemplated by the Finance Documents or any other agreement, arrangement
                or document entered into, made or executed in anticipation of, under
                or in
                connection with any Finance Document;
                and

            


    

    


    
      	
              (e)    
                  

            	
              the
                right or title of any person in or to, or the value or sufficiency
                of any
                part of the Charged Property, the priority of any of the Transaction
                Security or the existence of any Security affecting the Charged
                Property.

            


    

    


    
      	
              31.16  

            	
              Reference
                Banks

            


    

     

    If
      a
      Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which
      it
      is an Affiliate) ceases to be a Lender, the Facility Agent shall (in
      consultation with the Parent) appoint another Lender or an Affiliate of a Lender
      to replace that Reference Bank.

    


    
      	
              31.17  

            	
              Facility
                Agent's management time

            


    

     

    Any
      amount payable to the Facility Agent under Clause 16.3 (Indemnity to the
      Facility Agent), Clause 18 (Costs And Expenses) and Clause 31.11 (Lenders'
      indemnity to the Facility Agent and the Security Agent) shall include the cost
      of utilising the Facility Agent's management time or other resources and will
      be
      calculated on the basis of such reasonable daily or hourly rates as the Facility
      Agent may notify to the Parent and the Lenders, and is in addition to any fee
      paid or payable to the Facility Agent under Clause 13 (Fees).

    


    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

    
      	
              31.18  

            	
              Deduction
                from amounts payable by the Facility
                Agent

            


    

     

    If
      any
      Party owes an amount to the Facility Agent under the Finance Documents the
      Facility Agent may, after giving notice to that Party, deduct an amount not
      exceeding that amount from any payment to that Party which the Facility Agent
      would otherwise be obliged to make under the Finance Documents and apply the
      amount deducted in or towards satisfaction of the amount owed. For the purposes
      of the Finance Documents that Party shall be regarded as having received any
      amount so deducted.

    


    
      	
              31.19  

            	
              Reliance
                and engagement letters

            


    

     

    Each
      Finance Party and Finance Party confirms that each of the Arranger and the
      Facility Agent has authority to accept on its behalf (and ratifies the
      acceptance on its behalf of any letters or reports already accepted by the
      Arranger or Facility Agent) the terms of any reliance letter or engagement
      letters relating to the Reports or any reports or letters provided by
      accountants in connection with the Finance Documents or the transactions
      contemplated in the Finance Documents (including any net asset letter in
      connection with the financial assistance procedures) and to bind it in respect
      of those Reports, reports or letters and to sign such letters on its behalf
      and
      further confirms that it accepts the terms and qualifications set out in such
      letters.

    


    
      	
              31.20  

            	
              The
                Security Agent

            


    

     

    Each
      of
      the Security Agent and the other Finance Parties agrees that its respective
      rights and obligations in relation to the Security Agent's acting as security
      agent under any of the Finance Documents shall also be governed by the foregoing
      provisions of this Clause 32.

    


    
      	
              31.21  

            	
              Security
                Agent's Powers

            


    

     

    The
      Security Agent may:

    


    
      	
              (a)       

            	
              exercise
                and enforce in its name and on its behalf all of the rights, powers,
                authorities and remedies which it has or may have under any of the
                Finance
                Documents;

            


    

    


    
      	
              (b)       

            	
              generally,
                do all acts and things which the Security Agent considers necessary
                or
                desirable for the purposes of registering, perfecting, protecting
                and
                administering the Transaction Security and each of the Finance Documents
                and enforcing any of its rights thereunder or in relation
                thereto;

            


    

    


    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

    
      	
              (c)   
                  

            	
              do
                any act or thing which in its absolute discretion it considers necessary
                or desirable for the protection and benefit of all of the Finance
                Parties;
                and

            


    

    


    
      	
              (d)    
                 

            	
              upon
                a disposal of any property the subject of any of the Transaction
                Security
                by any receiver, or by an Obligor where the Security Agent has consented
                to such disposal, release such property from the Transaction
                Security.

            


    

    


    
      	
              31.22  

            	
              Excluded
                Responsibilities

            


    

     

    Notwithstanding
      anything to the contrary expressed or implied in any of the Finance Documents,
      the Security Agent shall not be bound to enquire as to:

    


    
      	
              (a)   
                  

            	
              the
                due execution, delivery, validity, legality, adequacy, suitability,
                performance, enforceability or admissibility in evidence of the Finance
                Documents or any opinion, report, valuation, certificate or appraisal
                delivered or made in connection herewith or therewith or of any guarantee,
                indemnity or Transaction Security given or created thereby or any
                obligations imposed thereby or assumed thereunder;
                or

            


    

    


    
      	
              (b)    
                 

            	
              the
                ownership, value or sufficiency of any property the subject of any
                of the
                Transaction Security, the priority of any of the Transaction Security,
                the
                right or title of any person in or to any property comprised therein
                or
                the existence of any Security affecting the
                same.

            


    

    


    
      	
              31.23  

            	
              Finance
                Documents

            


    

     

    The
      Security Agent shall be at liberty to place any of the Finance Documents and
      any
      other instruments, documents or deeds delivered to it pursuant to or in
      connection with any of the Finance Documents for the time being in its
      possession in any safe deposit, safe or receptacle selected by it or with any
      bank, any company whose business includes undertaking the safe custody of
      documents or any firm of lawyers of good repute and shall not be responsible
      for
      any loss thereby incurred if it has exercised due care in selecting the
      same.

    


    
      	
              31.24  

            	
              Delegation

            


    

     

    
      	
              31.24.1  

            	
              The
                Security Agent may, whenever it thinks fit, delegate by power of
                attorney
                or otherwise to any person or persons, or fluctuating body of persons,
                all
                or any of the rights, powers, authorities and discretions vested
                in it by
                any of the Finance Documents and such delegation may be made upon
                such
                terms (including the power to sub-delegate) and subject to such conditions
                and subject to such regulations as it may think fit and it shall
                not be
                bound to supervise, or be in any way responsible for any loss incurred
                by
                reason of any misconduct or default on the part of, any such delegate
                or
                sub-delegate if it has exercised due care in selecting the same provided
                that, notwithstanding any such delegation, the Security Agent shall
                remain
                responsible for the performance of the obligations of the Security
                Agent
                under the Finance Documents.

            


    

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

    
      	
              31.24.2  

            	
              It
                is expressly agreed that the appointment under 31.24.1 is given with
                full
                power of substitution and also applies to any situation where the
                person
                or persons or fluctuating body of persons appointed by the Security
                Agent
                acts as any party to a Finance Document's counterparty (Selbsteintritt) within
                the meaning of Section 3:68 of the Dutch Civil Code or as a representative
                of the any party to a Finance Document's
                counterparty.

            


    

     

    
      	
              31.25  

            	
              Breach
                of law

            


    

     

    Notwithstanding
      anything else contained in any of the Finance Documents, the Security Agent
      may
      refrain from doing anything which would or might in its reasonable opinion
      be
      contrary to any relevant law of any jurisdiction or any relevant directive
      or
      regulation of any agency of any state or which would or might otherwise render
      it liable to any person, and may do anything which is, in its opinion, necessary
      to comply with any such law, directive or regulation.

    


    
      	
              31.26  

            	
              Indemnity

            


    

     

    The
      Security Agent and every attorney, agent or other person appointed by it or
      under any of the Finance Documents may indemnify itself or himself out of the
      Transaction Security against all reasonable claims, demands, liabilities,
      proceedings, costs, fees, charges, losses and expenses incurred by any of them
      in relation to or arising out of the taking or holding of any of the Transaction
      Security, the exercise or purported exercise of any of the rights, powers and
      discretions vested in any of them or any other matter or thing done or omitted
      to be done in connection with any of the Finance Documents or pursuant to any
      law or regulation (otherwise than as a result of its gross negligence or wilful
      misconduct).

    


    
      	
              31.27  

            	
              Insurance

            


    

     

    Without
      prejudice to the provisions of any of the Finance Documents the Security Agent
      shall not be under any obligation to insure any of the property constituting
      the
      Transaction Security or to require any other person to maintain any such
      insurance and shall not be responsible for any loss which may be suffered by
      any
      person as a result of the lack of or inadequacy or insufficiency of any such
      insurance.

    


    
      	
              31.28  

            	
              Exclusion
                of Liabilities

            


    

     

    The
      Security Agent shall not be liable for any failure:

    


    
      	
              (a)    
                 

            	
              to
                require the deposit with it of any deed or document certifying,
                representing or constituting the title of an Obligor to any of the
                property constituting the Transaction
                Security;

            


    

    


    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

    
      	
              (b)   
                  

            	
              to
                obtain any licence, consent or other authority for the execution,
                delivery, validity, legality, adequacy, performance, enforceability
                or
                admissibility in evidence of any of the Finance
                Documents;

            


    

    


    
      	
              (c)    
                 

            	
              to
                register or notify any of the foregoing in accordance with the provisions
                of any of the documents of title of the
                Obligors;

            


    

    


    
      	
              (d)    
                 

            	
              to
                effect or procure registration of or otherwise protect any of the
                Transaction Security by registering the same under any applicable
                registration laws in any
                jurisdiction;

            


    

    


    
      	
              (e)    
                 

            	
              to
                take, or to require an Obligor to take, any steps to render the
                Transaction Security effective or to secure the creation of any ancillary
                charge or other Security under the laws of any jurisdiction;
                or

            


    

    


    
      	
              (f)    
                 

            	
              to
                require any further assurances in relation to any of the Finance
                Documents.

            


    

    


    
      	
              31.29  

            	
              Title
                and Security

            


    

     

    The
      Security Agent shall be entitled to accept without enquiry, requisition or
      objection such right and title as an Obligor may have to any of the property
      or
      assets which is the subject matter of any of the Transaction Security and shall
      not be bound or concerned to investigate or make any enquiry into the right
      or
      title of an Obligor to such property or assets or, without prejudice to the
      foregoing, to require an Obligor to remedy any defect in such right or
      title.

    


    
      	
              32  

            	
              CONDUCT
                OF BUSINESS BY THE FINANCE
                PARTIES

            


    

     

    No
      provision of this Agreement will:

    


    
      	
              (a)   
                  

            	
              interfere
                with the right of any Finance Party to arrange its affairs (tax or
                otherwise) in whatever manner it thinks
                fit;

            


    

     

    
      	
              (b)  
                   

            	
              oblige
                any Finance Party to investigate or claim any credit, relief, remission
                or
                repayment available to it or the extent, order and manner of any
                claim;
                or

            


    

     

    
      	
              (c)   
                 

            	
              oblige
                any Finance Party to disclose any information relating to its affairs
                (tax
                or otherwise) or any computations in respect of
                Tax.

            


    

     

    
      	
              33  

            	
              SHARING
                AMONG THE FINANCE
                PARTIES

            


    

     

    
      	
              33.1  

            	
              Payments
                to Finance Parties

            


    

     

    If
      a
      Finance Party (a "Recovering
      Finance Party") receives or recovers any amount from an Obligor other
      than in accordance with Clause 34 (Payment mechanics) and applies that amount
      to
      a payment due under the Finance Documents then:

    


    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

    
      	
              (a)   
                  

            	
              the
                Recovering Finance Party shall, within three Business Days, notify
                details
                of the receipt or recovery, to the Facility
                Agent;

            


    

     

    
      	
              (b)   
                  

            	
              the
                Facility Agent shall determine whether the receipt or recovery is
                in
                excess of the amount the Recovering Finance Party would have been
                paid had
                the receipt or recovery been received or made by the Facility Agent
                and
                distributed in accordance with Clause 34 (Payment mechanics), without
                taking account of any Tax which would be imposed on the Facility
                Agent in
                relation to the receipt, recovery or distribution;
                and

            


    

     

    
      	
              (c)   
                  

            	
              the
                Recovering Finance Party shall, within three Business Days of demand
                by
                the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal
                to such receipt or recovery less any amount which the Facility Agent
                determines may be retained by the Recovering Finance Party as its
                share of
                any payment to be made, in accordance with Clause 34.5 (Partial
                payments).

            


    

     

    
      	
              33.2  

            	
              Redistribution
                of payments

            


    

     

    The
      Facility Agent shall treat the Sharing Payment as if it had been paid by the
      relevant Obligor and distribute it between the Finance Parties (other than
      the
      Recovering Finance Party) in accordance with Clause 34.5 (Partial
      payments).

    


    
      	
              33.3  

            	
              Recovering
                Finance Party's rights

            


    

     

    
      	
              33.3.1  

            	
              On
                a distribution by the Facility Agent under Clause 33.2 (Redistribution
                of
                payments), the Recovering Finance Party will be subrogated to the
                rights
                of the Finance Parties which have shared in the
                redistribution.

            


    

     

    
      	
              33.3.2  

            	
              If
                and to the extent that the Recovering Finance Party is not able to
                rely on
                its rights under Clause 33.3.1 above, the relevant Obligor shall
                be liable
                to the Recovering Finance Party for a debt equal to the Sharing Payment
                which is immediately due and
                payable.

            


    

     

    
      	
              33.4  

            	
              Reversal
                of redistribution

            


    

     

    If
      any
      part of the Sharing Payment received or recovered by a Recovering Finance Party
      becomes repayable and is repaid by that Recovering Finance Party,
      then:

    


    
      	
              (a)   
                  

            	
              each
                Finance Party which has received a share of the relevant Sharing
                Payment
                pursuant to Clause 33.2 (Redistribution of payments) shall, upon
                request
                of the Facility Agent, pay to the Facility Agent for account of that
                Recovering Finance Party an amount equal to the appropriate part
                of its
                share of the Sharing Payment (together with an amount as is necessary
                to
                reimburse that Recovering Finance Party for its proportion of any
                interest
                on the Sharing Payment which that Recovering Finance Party is required
                to
                pay); and

            


    

    


    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

    
      	
              (b)    
                 

            	
              that
                Recovering Finance Party's rights of subrogation in respect of any
                reimbursement shall be cancelled and the relevant Obligor will be
                liable
                to the reimbursing Finance Party for the amount so
                reimbursed.

            


    

    


    
      	
              33.5  

            	
              Exceptions

            


    

     

    
      	
              33.5.1  

            	
              This
                Clause 33 shall not apply to the extent that the Recovering Finance
                Party
                would not, after making any payment pursuant to this Clause, have
                a valid
                and enforceable claim against the relevant
                Obligor.

            


    

     

    
      	
              33.5.2  

            	
              A
                Recovering Finance Party is not obliged to share with any other Finance
                Party any amount which the Recovering Finance Party has received
                or
                recovered as a result of taking legal or arbitration proceedings,
                if:

            


    

     

    
      	
              (a)   
                  

            	
              it
                notified the other Finance Party of the legal or arbitration proceedings;
                and

            


    

    


    
      	
              (b)    
                 

            	
              the
                other Finance Party had an opportunity to participate in those legal
                or
                arbitration proceedings but did not do so as soon as reasonably
                practicable having received notice and did not take separate legal
                or
                arbitration proceedings.

            


    

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    


    SECTION
      11

    ADMINISTRATION

    


    
      	
              34  

            	
              PAYMENT
                MECHANICS

            


    

     

    
      	
              34.1  

            	
              Payments
                to the Facility Agent

            


    

     

    
      	
              34.1.1  

            	
              On
                each date on which an Obligor or a Lender is required to make a payment
                under a Finance Document, that Obligor or Lender shall make the same
                available to the Facility Agent (unless a contrary indication appears
                in a
                Finance Document) for value on the due date at the time and in such
                funds
                specified by the Facility Agent as being customary at the time for
                settlement of transactions in the relevant currency in the place
                of
                payment.

            


    

     

    
      	
              34.1.2  

            	
              Payment
                shall be made to such account in the principal financial centre of
                the
                country of that currency (or, in relation to euro, in a principal
                financial centre in a Participating Member State or London) with
                such bank
                as the Facility Agent specifies.

            


    

     

    
      	
              34.2  

            	
              Distributions
                by the Facility Agent

            


    

     

    Each
      payment received by the Facility Agent under the Finance Documents for another
      Party shall, subject to Clause 34.3 (Distributions to an Obligor) and Clause
      34.4 (Clawback) be made available by the Facility Agent as soon as practicable
      after receipt to the Party entitled to receive payment in accordance with this
      Agreement (in the case of a Lender, for the account of its Facility Office),
      to
      such account as that Party may notify to the Facility Agent by not less than
      five Business Days' notice with a bank in the principal financial centre of
      the
      country of that currency (or, in relation to euro, in the principal financial
      centre of a Participating Member State or London).

    


    
      	
              34.3  

            	
              Distributions
                to an Obligor

            


    

     

    The
      Facility Agent may (with the consent of the Obligor or in accordance with Clause
      35 (Set-Off)) apply any amount received by it for that Obligor in or towards
      payment (on the date and in the currency and funds of receipt) of any amount
      due
      from that Obligor under the Finance Documents or in or towards purchase of
      any
      amount of any currency to be so applied.

    


    
      	
              34.4  

            	
              Clawback

            


    

     

    
      	
              34.4.1  

            	
              Where
                a sum is to be paid to the Facility Agent under the Finance Documents
                for
                another Party, the Facility Agent is not obliged to pay that sum
                to that
                other Party (or to enter into or perform any related exchange contract)
                until it has been able to establish to its satisfaction that it has
                actually received that sum.

            


    

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

    
      	
              34.4.2  

            	
              If
                the Facility Agent pays an amount to another Party and it proves
                to be the
                case that the Facility Agent had not actually received that amount,
                then
                the Party to whom that amount (or the proceeds of any related exchange
                contract) was paid by the Facility Agent shall on demand refund the
                same
                to the Facility Agent together with interest on that amount from
                the date
                of payment to the date of receipt by the Facility Agent, calculated
                by the
                Facility Agent to reflect its cost of
                funds.

            


    

     

    
      	
              34.5  

            	
              Partial
                payments

            


    

     

    
      	
              34.5.1  

            	
              If
                the Facility Agent receives a payment for application against amounts
                due
                in respect of any Finance Documents that is insufficient to discharge
                all
                the amounts then due and payable by an Obligor under those Finance
                Documents, the Facility Agent shall apply that payment towards the
                obligations of that Obligor under those Finance Documents in the
                following
                order:

            


    

     

    
      	
              (a)   
                  

            	
              first,
                in or towards
                payment pro rata of any unpaid fees, costs and expenses of the Facility
                Agent and the Security Agent under those Finance
                Documents;

            


    

     

    
      	
              (b)    
                 

            	
              secondly,
                in or towards
                payment pro rata of any accrued interest, fee or commission due but
                unpaid
                under those Finance Documents1;

            


    

     

    
      	
              (c)    
                 

            	
              thirdly,
                in or towards
                payment pro rata of any principal due but unpaid under those Finance
                Documents; and

            


    

     

    
      	
              (d)    
                 

            	
              fourthly,
                in or towards
                payment pro rata of any other sum due but unpaid under the Finance
                Documents.

            


    

     

    
      	
              34.5.2  

            	
              The
                Facility Agent shall, if so directed by the Majority Lenders, vary
                the
                order set out in paragraphs (b) to (d) of Clause 34.1
                above.

            


    

     

    
      	
              34.5.3  

            	
              Clauses
                34.5.1 and 34.5.2 above will override any appropriation made by an
                Obligor.

            


    

     

    
      	
              34.6  

            	
              No
                set-off by Obligors

            


    

     

    All
      payments to be made by an Obligor under the Finance Documents shall be
      calculated and be made without (and free and clear of any deduction for) set-off
      or counterclaim.

    


    
      	
              34.7  

            	
              Business
                Days

            


    

     

    
      	
              34.7.1  

            	
              Any
                payment which is due to be made on a day that is not a Business Day
                shall
                be made on the next Business Day in the same calendar month (if there
                is
                one) or the preceding Business Day (if there is
                not).

            


    

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

    
      	
              34.7.2  

            	
              During
                any extension of the due date for payment of any principal or Unpaid
                Sum
                under this Agreement interest is payable on the principal or Unpaid
                Sum at
                the rate payable on the original due
                date.

            


    

     

    
      	
              34.8  

            	
              Currency
                of account

            


    

     

    
      	
              34.8.1  

            	
              Subject
                to Clauses 34.8.2 to 34.8.5, euro is the currency of account and
                payment
                for any sum due from an Obligor under any Finance
                Document.

            


    

     

    
      	
              34.8.2  

            	
              A
                repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
                shall
                be made in the currency in which that Loan or Unpaid Sum is denominated
                on
                its due date.

            


    

     

    
      	
              34.8.3  

            	
              Each
                payment of interest shall be made in the currency in which the sum
                in
                respect of which the interest is payable was denominated when that
                interest accrued.

            


    

     

    
      	
              34.8.4  

            	
              Each
                payment in respect of costs, expenses or Taxes shall be made in the
                currency in which the costs, expenses or Taxes are
                incurred.

            


    

     

    
      	
              34.8.5  

            	
              Any
                amount expressed to be payable in another currency shall be paid
                in that
                other currency.

            


    

     

    
      	
              34.9  

            	
              Change
                of currency

            


    

     

    
      	
              34.9.1  

            	
              Unless
                otherwise prohibited by law, if more than one currency or currency
                unit
                are at the same time recognised by the central bank of any country
                as the
                lawful currency of that country,
                then:

            


    

     

    
      	
              (a)   
                  

            	
              any
                reference in the Finance Documents to, and any obligations arising
                under
                the Finance Documents in, the currency of that country shall be translated
                into, or paid in, the currency or currency unit of that country designated
                by the Facility Agent (after consultation with the Parent);
                and

            


    

    


    
      	
              (b)    
                 

            	
              any
                translation from one currency or currency unit to another shall be
                at the
                official rate of exchange recognised by the central bank for the
                conversion of that currency or currency unit into the other, rounded
                up or
                down by the Facility Agent (acting
                reasonably).

            


    

    


    
      	
              34.9.2  

            	
              If
                a change in any currency of a country occurs, this Agreement will,
                to the
                extent the Facility Agent (acting reasonably and after consultation
                with
                the Parent) specifies to be necessary, be amended to comply with
                any
                generally accepted conventions and market practice in the Euopean
                interbank market and otherwise to reflect the change in
                currency.

            


    

     

    
      	
              34.9.3  

            	 


    

     

    
      	
              34.9.4  

            	 


    

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

    
      	
              35  

            	
              SET-OFF

            


    

     

    
      	
              35.1.1  

            	
              A
                Finance Party may set off any obligation (whether matured or not)
                due from
                an Obligor under the Finance Documents (to the extent beneficially
                owned
                by that Finance Party) against any obligation (whether matured or
                not)
                owed by that Finance Party to that Obligor, regardless of the place
                of
                payment, booking branch or currency of either obligation. If the
                obligations are in different currencies, the Finance Party may convert
                either obligation at a market rate of exchange in its usual course
                of
                business for the purpose of the
                set-off.

            


    

     

    
      	
              36  

            	
              NOTICES

            


    

     

    
      	
              36.1  

            	
              Communications
                in writing

            


    

     

    Any
      communication to be made under or in connection with the Finance Documents
      shall
      be made in writing and, unless otherwise stated, may be made by fax or
      letter.

    


    
      	
              36.2  

            	
              Addresses

            


    

     

    The
      address and fax number (and the department or officer, if any, for whose
      attention the communication is to be made) of each Party for any communication
      or document to be made or delivered under or in connection with the Finance
      Documents is:

    


    
      	
              (a)    
                 

            	
              in
                the case of any Party at the date of this Agreement, that identified
                with
                its name below;

            


    

     

    
      	
              (b)    
                 

            	
              in
                the case of each new Party, that notified in writing to the Facility
                Agent
                on or prior to the date on which it becomes a Party;
                and

            


    

     

    or
      any
      substitute address, fax number or department or officer as the Party may notify
      to the Facility Agent (or the Facility Agent may notify to the other Parties,
      if
      a change is made by the Facility Agent) by not less than five Business Days'
      notice.

    


    
      	
              36.3  

            	
              Delivery

            


    

     

    
      	
              36.3.1  

            	
              Any
                communication or document made or delivered by one person to another
                under
                or in connection with the Finance Documents will only be
                effective:

            


    

     

    
      	
              (a)    
                 

            	
              if
                by way of fax, when received in legible form;
                or

            


    

    


    
      	
              (b)   
                  

            	
              if
                by way of letter, when it has been left at the relevant address or
                five
                Business Days after being deposited in the post postage prepaid in
                an
                envelope addressed to it at that
                address,

            


    

    


    and,
      if a
      particular department or officer is specified as part of its address details
      provided under Clause 36.2 (Addresses), if addressed to that department or
      officer.

    


    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

    
      	
              36.3.2  

            	
              Any
                communication or document to be made or delivered to the Facility
                Agent or
                the Security Agent will be effective only when actually received
                by the
                Facility Agent or Security Agent and then only if it is expressly
                marked
                for the attention of the department or officer identified with the
                Facility Agent's or Security Agent's signature below (or any substitute
                department or officer as the Facility Agent or Security Agent shall
                specify for this purpose).

            


    

     

    
      	
              36.3.3  

            	
              All
                notices from or to an Obligor shall be sent through the Facility
                Agent.

            


    

     

    
      	
              36.3.4  

            	
              Any
                communication or document made or delivered to the Parent in accordance
                with this Clause 36.3 will be deemed to have been made or delivered
                to
                each of the Obligors and any communication or document made or delivered
                by the Parent in accordance with this Clause 36.3 will be deemed
                to have
                been made or delivered to each of the Obligors, unless indicated
                otherwise.

            


    

     

    
      	
              36.4  

            	
              Notification
                of address and fax number

            


    

     

    Promptly
      upon receipt of notification of an address, and fax number or change of address
      or fax number pursuant to Clause 36.2 (Addresses) or changing its own address
      or
      fax number, the Facility Agent shall notify the other Parties.

    


    
      	
              36.5  

            	
              Electronic
                communication

            


    

     

    
      	
              36.5.1  

            	
              Any
                communication to be made between the Facility Agent or the Security
                Agent
                and a Lender under or in connection with the Finance Documents may
                be made
                by electronic mail or other electronic means, if the Facility Agent,
                the
                Security Agent and the relevant
                Lender:

            


    

     

    
      	
              (a)    
                 

            	
              agree
                that, unless and until notified to the contrary, this is to be an
                accepted
                form of communication;

            


    

    


    
      	
              (b)   
                  

            	
              notify
                each other in writing of their electronic mail address and/or any
                other
                information required to enable the sending and receipt of information
                by
                that means; and

            


    

    


    
      	
              (c)   
                  

            	
              notify
                each other of any change to their address or any other such information
                supplied by them.

            


    

    


    
      	
              36.5.2  

            	
              Any
                electronic communication made between the Facility Agent and a Lender
                or
                the Security Agent will be effective only when actually received
                in
                readable form and in the case of any electronic communication made
                by a
                Lender to the Facility Agent or the Security Agent only if it is
                addressed
                in such a manner as the Facility Agent or Security Agent shall specify
                for
                this purpose.

            


    

     

    
      	
              36.5.3  

            	 


    

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

    
      	
              36.6  

            	
              Use
                of websites

            


    

     

    
      	
              36.6.1  

            	
              The
                Parent may satisfy its obligation under this Agreement to deliver
                any
                information in relation to those Lenders (the "Website Lenders") who
                accept this method of communication by posting this information onto
                an
                electronic website designated by the Parent and the Facility Agent
                (the
                "Designated
                Website") if:

            


    

     

    
      	
              (a)   
                  

            	
              the
                Facility Agent expressly agrees (after consultation with each of
                the
                Lenders) that it will accept communication of the information by
                this
                method;

            


    

    


    
      	
              (b)   
                  

            	
              both
                the Parent and the Facility Agent are aware of the address of and
                any
                relevant password specifications for the Designated Website;
                and

            


    

    


    
      	
              (c)   
                  

            	
              the
                information is in a format previously agreed between the Parent and
                the
                Facility Agent.

            


    

    


    If
      any
      Lender (a "Paper Form
      Lender") does not agree to the delivery of information electronically
      then the Facility Agent shall notify the Parent accordingly and the Parent
      shall
      at its own cost supply the information to the Facility Agent (in sufficient
      copies for each Paper Form Lender) in paper form. In any event the Parent shall
      at its own cost supply the Facility Agent with at least one copy in paper form
      of any information required to be provided by it.

    


    
      	
              36.6.2  

            	
              The
                Facility Agent shall supply each Website Lender with the address
                of and
                any relevant password specifications for the Designated Website following
                designation of that website by the Parent and the Facility
                Agent.

            


    

     

    
      	
              36.6.3  

            	
              The
                Parent shall promptly upon becoming aware of its occurrence notify
                the
                Facility Agent if:

            


    

     

    
      	
              (a)   
                  

            	
              the
                Designated Website cannot be accessed due to technical
                failure;

            


    

    


    
      	
              (b)    
                 

            	
              the
                password specifications for the Designated Website
                change;

            


    

    


    
      	
              (c)   
                  

            	
              any
                new information which is required to be provided under this Agreement
                is
                posted onto the Designated Website;

            


    

    


    
      	
              (d)   
                  

            	
              any
                existing information which has been provided under this Agreement
                and
                posted onto the Designated Website is amended;
                or

            


    

    


    
      	
              (e)   
                  

            	
              the
                Parent becomes aware that the Designated Website or any information
                posted
                onto the Designated Website is or has been infected by any electronic
                virus or similar software.

            


    

    


    
      	
              36.6.4  

            	
              If
                the Parent notifies the Facility Agent under paragraph (a) of Clause
                36.6.3 or paragraph (e) of Clause 36.6.3, all information to be provided
                by the Parent under this Agreement after the date of that notice
                shall be
                supplied in paper form unless and until the Facility Agent and each
                Website Lender is satisfied that the circumstances giving rise to
                the
                notification are no longer
                continuing.

            


    

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

    
      	
              36.6.5  

            	
              Any
                Website Lender may request, through the Facility Agent, one paper
                copy of
                any information required to be provided under this Agreement which
                is
                posted onto the Designated Website. The Parent shall at its own cost
                comply with any such request within ten Business
                Days.

            


    

     

    
      	
              36.7  

            	
              English
                language

            


    

     

    
      	
              36.7.1  

            	
              Any
                notice given under or in connection with any Finance Document shall
                be in
                English.

            


    

     

    
      	
              36.7.2  

            	
              All
                other documents provided under or in connection with any Finance
                Document
                shall be:

            


    

     

    
      	
              (a)    
                 

            	
              in
                English; or

            


    

    


    
      	
              (b)   
                 

            	
              if
                not in English, and if so required by the Facility Agent, accompanied
                by a
                certified English translation and, in this case, the English translation
                will prevail unless the document is a constitutional, statutory or
                other
                official document.

            


    

    


    
      	
              37  

            	
              CALCULATIONS
                AND
                CERTIFICATES

            


    

     

    
      	
              37.1  

            	
              Accounts

            


    

     

    In
      any
      litigation or arbitration proceedings arising out of or in connection with
      a
      Finance Document, the entries made in the accounts maintained by a Finance
      Party
      are prima facie evidence of the matters to which they relate.

    


    
      	
              37.2  

            	
              Certificates
                and determinations

            


    

     

    Any
      certification or determination by a Finance Party of a rate or amount under
      any
      Finance Document is, in the absence of manifest error, conclusive evidence
      of
      the matters to which it relates.

    


    
      	
              37.3  

            	
              Day
                count convention

            


    

     

    Any
      interest, commission or fee accruing under a Finance Document will accrue from
      day to day and is calculated on the basis of the actual number of days elapsed
      and a year of 360 days or, in any case where the practice in the European
      interbank market differs, in accordance with that market practice.

    


    
      	
              38  

            	
              PARTIAL
                INVALIDITY

            


    

     

    If,
      at
      any time, any provision of the Finance Documents is or becomes illegal, invalid
      or unenforceable in any respect under any law of any jurisdiction, neither
      the
      legality, validity or enforceability of the remaining provisions nor the
      legality, validity or enforceability of such provision under the law of any
      other jurisdiction will in any way be affected or impaired.

    


    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

    
      	
              39  

            	
              REMEDIES
                AND WAIVERS

            


    

     

    No
      failure to exercise, nor any delay in exercising, on the part of any Finance
      Party, any right or remedy under the Finance Documents shall operate as a
      waiver, nor shall any single or partial exercise of any right or remedy prevent
      any further or other exercise or the exercise of any other right or remedy.
      The
      rights and remedies provided in this Agreement are cumulative and not exclusive
      of any rights or remedies provided by law.

    


    
      	
              40  

            	
              AMENDMENTS
                AND
                WAIVERS

            


    

     

    
      	
              40.1  

            	
              Required
                consents

            


    

     

    
      	
              40.1.1  

            	
              Subject
                to Clause 40.2 (Exceptions) any term of the Finance Documents may
                be
                amended or waived only with the consent of the Majority Lenders and
                the
                Parent and any such amendment or waiver will be binding on all
                Parties.

            


    

     

    
      	
              40.1.2  

            	
              The
                Facility Agent may effect, on behalf of any Finance Party, any amendment
                or waiver permitted by this Clause
                40.

            


    

     

    
      	
              40.1.3  

            	
              Each
                Obligor agrees to any such amendment or waiver permitted by this
                Clause 40
                which is agreed to by the Parent. This includes any amendment or
                waiver
                which would, but for this Clause 40.1.3, require the consent of all
                of the
                Guarantors.

            


    

     

    
      	
              40.2  

            	
              Exceptions

            


    

     

    
      	
              40.2.1  

            	
              An
                amendment or waiver that has the effect of changing or which relates
                to:

            


    

     

    
      	
              (a)   
                  

            	
              the
                definition of "Majority Lenders" in Clause 1.1
                (Definitions);

            


    

     

    
      	
              (b)    
                 

            	
              an
                extension to the date of payment of any amount under the Finance
                Documents;

            


    

     

    
      	
              (c)   
                  

            	
              a
                reduction in the Margin or a reduction in the amount of any payment
                of
                principal, interest, fees or commission
                payable;

            


    

     

    
      	
              (d)   
                  

            	
              a
                change in currency of payment of any amount under the Finance
                Documents;

            


    

     

    
      	
              (e)   
                  

            	
              an
                increase in or an extension of any Commitment or the
                Commitment;

            


    

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

    
      	
              (f)   
                  

            	
              a
                change to the Obligors other than in accordance with Clause 30 (Changes
                to
                the Obligors);

            


    

     

    
      	
              (g)   
                 

            	
              any
                provision which expressly requires the consent of all the
                Lenders;

            


    

     

    
      	
              (h)     
                

            	
              Clause
                2.2 (Finance Parties' rights and obligations), Clause 8 (Mandatory
                Prepayment), Clause 29 (Changes to the Lenders) or this Clause
                41;

            


    

     

    
      	
              (i)    
                 

            	
              the
                nature or scope of the Charged Property or the manner in which the
                proceeds of enforcement of the Transaction Security are distributed
                (except insofar as it relates to a sale or disposal of an asset which
                is
                the subject of the Transaction Security where such sale or disposal
                is
                expressly permitted under this Agreement or any other Finance
                Document);

            


    

     

    
      	
              (j)    
                 

            	
              the
                release of any Transaction Security unless permitted under this Agreement
                or any other Finance Document or relating to a sale or disposal of
                an
                asset which is the subject of the Transaction Security where such
                sale or
                disposal is expressly permitted under this Agreement or any other
                Finance
                Document,

            


    

     

    shall
      not
      be made without the prior consent of all the Lenders.

    


    
      	
              40.2.2  

            	
              An
                amendment or waiver which relates to the rights or obligations of
                the
                Facility Agent, the Arranger, the Security Agent or a Hedge Counterparty
                may not be effected without the consent of the Facility Agent, the
                Arranger, the Security Agent, or that Hedge
                Counterparty.

            


    

     

    
      	
              41  

            	
              COUNTERPARTS

            


    

     

    Each
      Finance Document may be executed in any number of counterparts, and this has
      the
      same effect as if the signatures on the counterparts were on a single copy
      of
      the Finance Document.

    


    
      	
              42  

            	
              WAIVER

            


    

     

    Each
      Obligor irrevocably waives, to the fullest extent permitted by law, any
      right:

    


    
      	
              (a)   
                  

            	
              to
                dissolve (ontbinden) this
                Agreement in case of failure in the performance of one or more of
                the
                Finance Party's obligations pursuant to Section 6:265 of the Dutch
                Civil
                Code;

            


    

     

    
      	
              (b)   
                  

            	
              to
                suspend (opschorten) any of
                its
                obligations pursuant to Section 6:52, Section 6:262 or Section 6:263
                of
                the Dutch Civil Code or on any other ground;
                and

            


    

     

    
      	
              (c)    
                 

            	
              to
                nullify (vernietigen) this
                Agreement pursuant to Section 6:228 of the Dutch Civil Code or on
                any
                other ground.

            


    

     

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

      

    SECTION
      12

    GOVERNING
      LAW AND ENFORCEMENT

    


    
      	
              43  

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement is governed by Dutch law.

    


    
      	
              44  

            	
              ENFORCEMENT

            


    

     

    
      	
              44.1  

            	
              Jurisdiction
                of Dutch courts

            


    

     

    
      	
              44.1.1  

            	
              The
                court (rechtbank)
                of Amsterdam, the Netherlands have exclusive jurisdiction to settle
                any
                dispute arising out of or in connection with this Agreement (including
                a
                dispute regarding the existence, validity or termination of this
                Agreement) (a "Dispute").

            


    

     

    
      	
              44.1.2  

            	
              The
                Parties agree that the court (rechtbank) of
                Amsterdam, the Netherlands are the most appropriate and convenient
                courts
                to settle Disputes and accordingly no Party will argue to the
                contrary.

            


    

     

    
      	
              44.1.3  

            	
              This
                Clause 44.1 is for the benefit of the Finance Parties only. As a
                result,
                no Finance Party shall be prevented from taking proceedings relating
                to a
                Dispute in any other court with jurisdiction. To the extent allowed
                by
                law, the Finance Parties may take concurrent proceedings in any number
                of
                jurisdictions.

            


    

     

    
      	
              44.2  

            	
              Election
                of domicile

            


    

     

    
      	
              44.2.1  

            	
              Each
                Obligor irrevocably elects the office address of the Parent as set
                out on
                the relevant signature page as its domicile (gekozen woonplaats) in
                accordance with Section 1:15 of the Dutch Civil Code under the Finance
                Documents for service of process in any proceedings for the court
                (rechtbank) of
                Amsterdam, the Netherlands.

            


    

     

    
      	
              44.2.2  

            	
              This
                Clause does not affect any other method of service allowed by
                law.

            


    

     

    
      	
              44.3  

            	
              Waiver
                of immunity

            


    

     

    Each
      Obligor irrevocably and unconditionally to the extent permitted by
      law:

    


    
      	
              (a)    
                 

            	
              agrees
                not to claim any immunity from proceedings brought by a Finance Party
                against it in relation to a Finance Document and to ensure that no
                such
                claim is made on its behalf;

            


    

     

    
      	
              (b)    
                 

            	
              consents
                generally to the giving of any relief or the issue of any process
                in
                connection with those proceedings;
                and

            


    

     

    
      	
              (c)    
                 

            	
              waives
                all rights and immunity in respect of it or its
                assets.

            


    

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF this Agreement has been entered into on the date stated at
      the
      beginning of this Agreement.

    


    [SIGNATURE
      PAGE TO FOLLOW]

    


    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    


    Schedule
      1                                


    


    THE
      PARTIES

    


    Part
      IA

    The
      Original Obligors

    


    
      	
              Name
                of Original Borrower

              
              

            	
              Registration
                number (or equivalent, if any)

              Jurisdiction
                of Incorporation

            
	
              Royal
                Invest Europe B.V.

            	
              34130365,
                Netherlands

            


    

    


    


    
      	
              Name
                of Original Guarantor

              
              

            	
              Registration
                number (or equivalent, if any)

              Jurisdiction
                of Incorporation

              
              

            
	
              Royal
                Invest Europe B.V.

            	
              34130365,
                Netherlands

            


    

    


    Part
      IB

    The
      Additional Obligors

    


    
      	
              Name
                of Additional Borrower

              
              

            	
              Registration
                number (or equivalent, if any)

              Jurisdiction
                of Incorporation

            
	
              Alfang
                B.V.

            	
              17068055,
                Netherlands

            
	
              Amogb
                B.V.

            	
              33188811,
                Netherlands

            


    

    


    
      	
              Name
                of Additional Guarantor

              
              

            	
              Registration
                number (or equivalent, if any)

              Jurisdiction
                of Incorporation

            
	
              Alfang
                B.V.

            	
              17068055,
                Netherlands

            
	
              Amogb
                B.V.

            	
              33188811,
                Netherlands

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Part
      II

    The
      Original Lenders

    


    
      	
              Name
                of Original Lender

              
              

              
              

            	
              Commitment

              
              

              
              

            
	
              Bank
                of Scotland plc

            	
              €
                100,000,000

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      2

    


    CONDITIONS
      PRECEDENT

    


    Part
      IA

    Conditions
      precedent to signing of the Agreement

    


    
      	
              1  

            	
              Parent

            


    

    


    
      	
              1.1  

            	
              A
                copy of the Constitutional Documents of the
                Parent.

            


    

    


    
      	
              1.2  

            	
              A
                copy of a resolution of the board of directors (or if applicable
                the
                supervisory board of directors) of the
                Parent:

            


    

    


    
      	
              (a)   
                  

            	
              approving
                the terms of, and the transactions contemplated by, the Transaction
                Documents to which it is a party and resolving that it execute, deliver
                and perform the Transaction Documents to which it is a
                party;

            


    

    


    
      	
              (b)   
                  

            	
              authorising
                a specified person or persons to execute the Finance Documents to
                which it
                is a party on its behalf;

            


    

    


    
      	
              (c)    
                 

            	
              authorising
                a specified person or persons, on its behalf, to sign and/or despatch
                all
                documents and notices (including, if relevant, any Utilisation Request)
                to
                be signed and/or despatched by it under or in connection with the
                Finance
                Documents to which it is a party;
                and

            


    

    


    
      	
              1.3  

            	
              A
                specimen of the signature of each person authorised by the resolution
                referred to in paragraph 1.2 above in relation to the Finance Documents
                and related documents.

            


    

    


    
      	
              1.4  

            	
              A
                copy of a resolution signed by all the holders of the issued shares
                in the
                Parent, approving the terms of, and the transactions contemplated
                by, the
                Finance Documents to which the Parent is a
                party.

            


    

    


    
      	
              1.5  

            	
              A
                certificate of an authorised signatory of the Parent certifying that
                each
                copy document relating to it specified in this Part IA of Schedule
                2 is
                correct, complete and in full force and effect and has not been amended
                or
                superseded as at a date no earlier than the date of this
                Agreement.

            


    

    


    
      	
              2  

            	
              Finance
                Documents

            


    

    


    
      	
              2.1  

            	
              A
                copy of each Finance Document duly executed by the parties to those
                documents.

            


    

    


    
      	
              2.2  

            	
              The
                following Transaction Security Documents duly executed by the parties
                thereto:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)      
      a Dutch law first priority deed of pledge over the Hedge
      Agreements.

    


    
      	
              2.3  

            	
              A
                copy of all duly executed notices required to be sent under the
                Transaction Security Documents duly acknowledged by the
                addressee.

            


    

    


    
      	
              2.4  

            	
              The
                Fee Letters executed by the Parent.

            


    

    


    
      	
              3  

            	
              Legal
                opinions

            


    

    


    A
      legal
      opinion of Loyens & Loeff N.V., legal advisers to the Facility Agent and the
      Arranger as to Dutch law substantially in the form distributed to the Original
      Lenders prior to signing this Agreement addressed to the Facility Agent, the
      Security Agent and the Original Lenders and capable of being relied upon by
      any
      persons to become Lenders pursuant to the primary syndication of the
      Facility.

    


    
      	
              4  

            	
              Other
                documents and evidence

            


    

    


    
      	
              4.1  

            	
              Evidence
                that the fees, costs and expenses then due from the Parent pursuant
                to
                Clause 13, Clause 14.5 and Clause 18 have been
                paid.

            


    

    


    
      	
              4.2  

            	
              Completion
                by each Finance Parties of all "know your customer" or other checks
                relating to the Parent.

            


    

    


    
      	
              4.3  

            	
              A
                copy, certified by an authorised signatory of the Parent to be a
                true
                copy, of the Original Financial Statements of the
                Parent.

            


    

    


    
      	
              4.4  

            	
              A
                copy of any other Authorisation or other document, opinion or assurance
                which the Facility Agent is necessary or desirable in connection
                with the
                entry into and performance of the transactions contemplated by any
                Finance
                Document or for the validity and enforceability of any Finance
                Document.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Part
      IB

    Conditions
      precedent for Initial Utilisation

    


    
      	
              1  

            	
              The
                Additional Obligors

            


    

    


    
      	
              1.1  

            	
              An
                Accession Letter, duly executed by each Additional Obligor and the
                Parent.

            


    

    


    
      	
              1.2  

            	
              Any
                document set out in under 1 of part I or part IB of Schedule
                2
                required in connection with the relevant
                Utilisation.

            


    

    


    
      	
              1.3  

            	
              A
                copy of a resolution of the board of directors (or if applicable
                the
                supervisory board of directors) of such Obligor authorising the Parent
                to
                act as its agent in connection with the Finance
                Documents.

            


    

    


    
      	
              2  

            	
              Transaction
                Documents

            


    

    


    A
      copy of
      each Acquisition Document and the other Transaction Documents (other than the
      Finance Documents) duly executed by the parties to those documents.

    


    
      	
              3  

            	
              Finance
                Documents

            


    

    


    
      	
              3.1  

            	
              A
                copy of each Finance Documents duly executed by the parties to those
                documents (which has not already been delivered under part I of Schedule
                2).

            


    

    


    
      	
              3.2  

            	
              Each
                of the following Transaction Security Documents duly executed by
                the
                parties thereto:

            


    

    


    
      	
              (a)    
                  

            	
              a
                Dutch law first priority deed of mortgage over the Properties between
                the
                Original Obligors as mortgagors and the Security Agent as
                mortgagee;

            


    

    


    
      	
              (b)   
                  

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the insurances
                between the Original Obligors as pledgors and the Security Agent
                as
                pledgee;

            


    

    


    
      	
              (c)   
                  

            	
              a
                Dutch law first priority (undisclosed) deed of pledge over the lease
                receivables between the relevant Obligor as pledgors and the Security
                Agent as pledgee;

            


    

    


    
      	
              (d)    
                 

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the accounts
                between the Original Obligors as pledgors and the Security Agent
                as
                pledgee;

            


    

    


    
      	
              (e)   
                  

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the intercompany
                receivables between the Original Obligors as pledgors and the Security
                Agent as pledgee;

            


    

    


    
      	
              (f)    
                 

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the Acquisition
                Documents and Rental Income Guarantees between the Original Obligors
                as
                pledgors and the Security Agent as
                pledgee;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (g)   
                  

            	
              a
                Dutch law first priority deed of pledge over the shares in the capital
                of
                the Parent between Royal Invest International Corp. and ECM Hoff
                Holding
                B.V. as pledgors, the Security Agent as pledgee and the Parent as
                company
                in which the shares are pledged;

            


    

    


    
      	
              (h)   
                  

            	
              a
                Dutch law first priority deed of pledge over the shares in the capital
                of
                Alfang B.V. between the Parent and Handelsonderneming
                Huco B.V.,
                International Dutch Management Holding B.V., Marrita Management B.V.,
                Van
                der Horst Beheer B.V., as pledgors, the Security Agent as pledgee
                and Alfang B.V. as company of which the shares are pledged;
                and

            


    

    


    
      	
              (i)    
                 

            	
              a
                Dutch law first priority deed of pledge over the shares in the capital
                of
                Amogb B.V. between the Parent and Beheer- en Exploitatiemaatschappij
                Amog
                B.V. as pledgors, the Security Agent as pledgee and Amogb B.V. as
                company
                of in which the shares are pledged.

            


    

    


    
      	
              3.3  

            	
              A
                copy of all duly executed notices required to be sent under the
                Transaction Security Documents duly acknowledged by the
                addressee.

            


    

    


    
      	
              3.4  

            	
              A
                copy of all the share register's showing the registration of the
                Transaction Security over the shares duly executed by the relevant
                Obligor.

            


    

    


    
      	
              4  

            	
              Valuation
                and survey

            


    

    


    A
      reliance letter in relation to the Initial Valuation and any technical report
      or
      survey delivered to the Original Lender prior to the date of this
      Agreement.

    


    
      	
              5  

            	
              Insurance

            


    

    


    
      	
              5.1  

            	
              Evidence
                that the insurance cover in force in respect of the relevant Property
                complies with the terms of this Agreement and the necessary premia
                have
                been paid.

            


    

    


    
      	
              5.2  

            	
              All
                insurance policies subject to or expressed to be subject to the
                Transaction Security relating to the relevant
                Property.

            


    

    


    
      	
              6  

            	
              Property

            


    

    


    
      	
              6.1  

            	
              All
                title documents relating to the Original Obligors' interests relating
                to
                the relevant Property.

            


    

    


    
      	
              6.2  

            	
              A
                notarial deed of ownership (eigendomsbewijs)
                confirming the relevant Obligor as the owner relating to the relevant
                Property.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.3  

            	
              An
                extract from the land registry (Kadastraal uittreksel)
                showing ownership of the relevant Obligor of the relevant
                Property.

            


    

    


    
      	
              6.4  

            	
              Notarial
                confirmation as to:

            


    

    


    
      	
              (a)    
                 

            	
              payment
                on the first Utilisation Date of all transfer taxes payable in relation
                to
                the Obligors’ acquisition of the relevant Property
                Properties;

            


    

    


    
      	
              (b)  
                  

            	
              cancellation
                of any existing Security (other than the Transaction Security) relating
                to
                the properties on the first Utilisation
                Date;

            


    

    


    
      	
              (c)  
                  

            	
              payment
                of all fees and expenses due and payable by an Obligor under the
                Finance
                Documents out of the proceeds of the Loan on the first Utilisation
                Date;
                and

            


    

    


    
      	
              (d)   
                 

            	
              zoning
                licenses and authorisations.

            


    

    


    
      	
              6.5  

            	
              Confirmation
                that the mortgage over and the deed of transfer to the relevant Obligor
                of
                the relevant Property have been (or will be on or immediately after
                the
                first Utilisation Date) filed at the land registry (Kadaster uittreksel)
                for that Property.

            


    

    


    
      	
              6.6  

            	
              Copies
                of all Lease Documents in respect of the relevant
                Property.

            


    

    


    
      	
              6.7  

            	
              A
                copy of the relevant vendor's completion statement regarding the
                sale of
                the relevant Properties.

            


    

    


    
      	
              7  

            	
              Managing
                Agent

            


    

    


    
      	
              7.1  

            	
              A
                copy of the appointment of the Managing
                Agent.

            


    

    


    
      	
              7.2  

            	
              A
                duty of care agreement between the Managing Agent, the Obligors and
                the
                Facility Agent.

            


    

    


    
      	
              8  

            	
              Legal
                opinions

            


    

    


    
      	
              8.1  

            	
              A
                legal opinion of Loyens & Loeff N.V. (or any other law firm if the
                relevant jurisdiction is not the Netherlands), legal advisers to
                the
                Facility Agent and the Arranger as to Dutch law substantially in
                the form
                distributed to the Original Lenders prior to signing this Agreement
                addressed to the Facility Agent, the Security Agent and the Original
                Lenders and capable of being relied upon by any persons to become
                Lenders
                pursuant to the primary syndication of the
                Facility.

            


    

    


    
      	
              8.2  

            	
              A
                legal opinion, in form and substance satisfactory to the Lenders,
                of SEC
                Attorneys as to the laws of the state of Delaware, United States
                of
                America, legal advisers to Finance Parties in respect of the Finance
                Documents.

            


    

    


    
      	
              9  

            	
              Other
                documents and evidence

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              9.1  

            	
              The
                Group Structure Chart.

            


    

    


    
      	
              9.2  

            	
              The
                Funds Flow Statement.

            


    

    


    
      	
              9.3  

            	
              Individual
                wealth statements from the Financial Year ending on 31 December 2006
                of
                mr. Harry Muermans and mr. Frans
                Faijdherbe.

            


    

    


    
      	
              9.4  

            	
              Completion
                by each Finance Parties of all "know your customer" or other checks
                relating to any person that it is required to carry
                out.

            


    

    


    
      	
              9.5  

            	
              Evidence
                that the Accounts have been opened.

            


    

    


    
      	
              9.6  

            	
              A
                copy of the escrow letter relating to the Rental Income
                Guarantees.

            


    

    


    
      	
              9.7  

            	
              Evidence
                that the fees, costs and expenses then due from the Parent or any
                other
                Obligor pursuant to Clause 13, Clause 14.5 and Clause 18 have been
                paid.

            


    

    


    
      	
              9.8  

            	
              The
                Reports and a copy of the agreed form report to be delivered by the
                Auditors pursuant to Clause 22.3 (Provision and contents of Compliance
                Certificate) together with confirmation from the Auditors that it
                can be
                relied upon by the Finance Parties.

            


    

    


    
      	
              9.9  

            	
              A
                copy, certified by an authorised signatory of the Parent to be a
                true
                copy, of the Original Financial Statements of each
                Obligor.

            


    

    


    
      	
              9.10  

            	
              A
                copy of any other Authorisation or other document, opinion or assurance
                which the Facility Agent notifies the Parent is necessary or desirable
                in
                connection with the entry into and performance of the transactions
                contemplated by any Finance Document or for the validity and
                enforceability of any Finance
                Document.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Part
      II

    Conditions
      precedent required to be

    Delivered
      by an Additional Obligor

    


    
      	
              1  

            	
              The
                Additional Obligor

            


    

    


    
      	
              1.1  

            	
              An
                Accession Letter, duly executed by the Additional Obligor and the
                Parent.

            


    

    


    
      	
              1.2  

            	
              A
                copy of the Constitutional Documents and of the constitutional documents
                of a Additional Obligor.

            


    

    


    
      	
              1.3  

            	
              A
                copy of a resolution of the board of directors (or if applicable
                the
                supervisory board of directors) of a Additional
                Obligor:

            


    

    


    
      	
              (a)     
                 

            	
              approving
                the terms of, and the transactions contemplated by, the Transaction
                Documents to which it is a party and resolving that it execute, deliver
                and perform the Transaction Documents to which it is a
                party;

            


    

    


    
      	
              (b)    
                  

            	
              authorising
                a specified person or persons to execute the Finance Documents to
                which it
                is a party on its behalf;

            


    

    


    
      	
              (c)    
                  

            	
              authorising
                a specified person or persons, on its behalf, to sign and/or despatch
                all
                documents and notices (including, if relevant, any Utilisation Request)
                to
                be signed and/or despatched by it under or in connection with the
                Finance
                Documents to which it is a party;
                and

            


    

    


    
      	
              (d)     
                 

            	
              authorising
                the Parent to act as its agent in connection with the Finance
                Documents.

            


    

    


    
      	
              1.4  

            	
              A
                specimen of the signature of each person authorised by the resolution
                referred to in paragraph 1.2 above in relation to the Finance Documents
                and related documents.

            


    

    


    
      	
              1.5  

            	
              A
                copy of a resolution signed by all the holders of the issued shares
                in a
                Additional Obligor, approving the terms of, and the transactions
                contemplated by, the Finance Documents to which a Additional Obligor
                is a
                party.

            


    

    


    
      	
              1.6  

            	
              A
                certificate of an authorised signatory of a Additional Obligor certifying
                that each copy document relating to it specified in this Part II
                of Schedule
                2 is
                correct, complete and in full force and effect and has not been amended
                or
                superseded as at a date no earlier than the date of this
                Agreement.

            


    

    


    
      	
              2  

            	
              Transaction
                Documents

            


    

    


    A
      copy of
      each Acquisition Document and the other Transaction Documents (other than the
      Finance Documents) duly executed by the parties to those documents.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3  

            	
              Finance
                Documents

            


    

    


    
      	
              3.1  

            	
              A
                copy of each Finance Documents duly executed by the parties to those
                documents (which has not already been delivered under part I of Schedule
                2).

            


    

    


    
      	
              3.2  

            	
              Each
                of the following Transaction Security Documents duly executed by
                the
                parties thereto:

            


    

    


    
      	
              (a)    
                  

            	
              a
                Dutch law first priority deed of mortgage over the Properties between
                the
                Additional Obligor as mortgagor and the Security Agent as
                mortgagee;

            


    

    


    
      	
              (b)     
                 

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the insurances
                between the Additional Obligor as pledgor and the Security Agent
                as
                pledgee;

            


    

    


    
      	
              (c)     
                 

            	
              a
                Dutch law first priority (undisclosed) deed of pledge over the lease
                receivables between the Additional Obligor as pledgor and the Security
                Agent as pledgee;

            


    

    


    
      	
              (d)     
                 

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the accounts
                between the Additional Obligor as pledgor and the Security Agent
                as
                pledgee;

            


    

    


    
      	
              (e)    
                  

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the intercompany
                receivables between the Additional Obligor as pledgor and the Security
                Agent as pledgee;

            


    

    


    
      	
              (f)    
                  

            	
              a
                Dutch law first priority (disclosed) deed of pledge over the Acquisition
                Documents and Rental Income Guarantees between the Additional Obligor
                as
                pledgor and the Security Agent as
                pledgee;

            


    

    


    
      	
              (g)     
                 

            	
              a
                Dutch law first priority deed of pledge over the shares in the capital
                of
                the Additional Obligor between the Parent and any other person as
                pledgors, the Security Agent as pledgee and the Additional Obligor
                as
                company of which the shares are
                pledged;

            


    

    


    
      	
              3.3  

            	
              A
                copy of all duly executed notices required to be sent under the
                Transaction Security Documents duly acknowledged by the
                addressee.

            


    

    


    
      	
              3.4  

            	
              A
                copy of all the share register's showing the registration of the
                Transaction Security over the shares duly executed by the Additional
                Obligor.

            


    

    


    
      	
              4  

            	
              Insurance

            


    

    


    
      	
              4.1  

            	
              Evidence
                that the insurance cover in force in respect of the relevant Property
                complies with the terms of this Agreement and the necessary premia
                have
                been paid.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.2  

            	
              All
                insurance policies subject to or expressed to be subject to the
                Transaction Security relating to the relevant
                Property.

            


    

    


    
      	
              5  

            	
              Property

            


    

    


    
      	
              5.1  

            	
              All
                title documents relating to the Additional Obligor's interests relating
                to
                the relevant Property.

            


    

    


    
      	
              5.2  

            	
              A
                notarial deed of ownership (eigendomsbewijs)
                confirming the Additional Obligor as the owner relating to the relevant
                Property.

            


    

    


    
      	
              5.3  

            	
              An
                extract from the land registry (Kadastraal uittreksel)
                showing ownership of the Additional Obligor of the relevant
                Property.

            


    

    


    
      	
              5.4  

            	
              Confirmation
                that the mortgage over and the deed of transfer to the Additional
                Obligor
                of the relevant Property have been filed at the land registry (Kadaster uittreksel)
                for that Property.

            


    

    


    
      	
              5.5  

            	
              Copies
                of all Lease Documents in respect of the relevant
                Property.

            


    

    


    
      	
              6  

            	
              Managing
                Agent

            


    

    


    
      	
              6.1  

            	
              A
                copy of the appointment of the Managing
                Agent.

            


    

    


    
      	
              6.2  

            	
              A
                duty of care agreement between the Managing Agent, the Additional
                Obligor
                and the Facility Agent.

            


    

    


    
      	
              7  

            	
              Legal
                opinions

            


    

    


    A
      legal
      opinion of Loyens & Loeff N.V. (or any other law firm if the relevant
      jurisdiction is not the Netherlands), legal advisers to the Facility Agent
      and
      the Arranger as to Dutch law substantially in the form distributed to the
      Original Lenders prior to signing this Agreement addressed to the Facility
      Agent, the Security Agent and the Original Lenders and capable of being relied
      upon by any persons to become Lenders pursuant to the primary syndication of
      the
      Facility.

    


    
      	
              8  

            	
              Other
                documents and evidence

            


    

    


    
      	
              8.1  

            	
              Evidence
                that any process agent referred to in Clause 44.2.1 has accepted
                its
                appointment.

            


    

    


    
      	
              8.2  

            	
              Evidence
                that the relevant Collection Account has been
                opened.

            


    

    


    
      	
              8.3  

            	
              Evidence
                that the fees, costs and expenses then due from the Additional Obligor
                pursuant to Clause 13, Clause 14.5 and Clause 18 have been
                paid.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.4  

            	
              A
                copy, certified by an authorised signatory of the Additional Obligor
                to be
                a true copy, of the Original Financial Statements of the Additional
                Obligor.

            


    

    


    
      	
              8.5  

            	
              Evidence
                satisfactory to the Facility Agent that the Additional Obligor shall
                comply in all respects with article 2:98c and article 2:207c of the
                Dutch
                Civil Code (as the case may be) and any equivalent legislation in
                other
                jurisdictions in relation to the execution of the Transaction Security
                Documents and payment of any amounts due under the Finance
                Documents.

            


    

    


    
      	
              8.6  

            	
              A
                copy of any other Authorisation or other document, opinion or assurance
                which the Facility Agent is necessary or desirable in connection
                with the
                entry into and performance of the transactions contemplated by any
                Finance
                Document or for the validity and enforceability of any Finance
                Document.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      3

    


    REQUESTS

    


    Part
      I

    UTILISATION
      REQUEST

    


    


    
      	
              To:

            	
              Bank
                of Scotland plc

            
	
              From:

            	
              [Borrower][Parent]

            
	
              Dated:

            	
              l

            
	
              Re:

            	
              Royal
                Invest Europe B.V.– € 100,000,000 facility Agreement dated 21 December
                2007 (the "Facility Agreement")

            


    

    


    Dear
      Sirs,

    


    
      	
              1  

            	
              We
                refer to the Facility Agreement. This is a Utilisation Request. Terms
                defined in the Facility Agreement have the same meaning in this
                Utilisation Request unless given a different meaning in this Utilisation
                Request.

            


    

    


    
      	
              2  

            	
              We
                wish to borrow a Loan on the following
                terms:

            


    

    


    
      	
              Borrower:

              
              

            	
              l

            
	
              Proposed
                Utilisation Date:

            	
              l
                (or, if that is
                not a Business Day, the next Business Day)

            
	
              Currency
                of Loan:

              
              

            	
              l

            
	
              Amount:

              
              

            	
              l
                or, if less, the
                Available Facility

            
	
              Interest
                Period:

              
              

            	
              l

            


    

    


    
      	
              3  

            	
              We
                confirm that each condition specified in Clause 4.3 (Further conditions
                precedent) is satisfied on the date of this Utilisation
                Request.

            


    

    


    
      	
              4  

            	
              [The
                proceeds of this Loan should be credited to [account]].

            


    

    


    
      	
              5  

            	
              This
                Utilisation Request is irrevocable.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Yours
      faithfully,

    


    [the
      Parent on behalf of [insert name
      of relevant Borrower]]/[insert name of Borrower]*

    


    [INSERT
      NAME OF
      BORROWER]

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Part
      II

    Selection
      notice

    


    
      	
              To:

            	
              Ban
                of Scotland plc

            
	
              From:

            	
              [Borrower][Parent]

            
	
              Dated:

            	
              l

            
	
              Re:

            	
              Royal
                Invest Europe B.V.– € 100,000,000 facility Agreement dated 21 December
                2007 (the "Facility Agreement")

            


    

    


    


    Dear
      Sirs

    


    We
      refer
      to the Agreement. This is a Selection Notice. Terms defined in the Agreement
      have the same meaning in this Selection Notice unless given a different meaning
      in this Selection Notice.

    


     

    1.           
      We request that the next Interest Period for the above Loan[s] is l.

    


    2.           
      This Selection Notice is irrevocable.

    


     

    Yours
      faithfully,

     

    


    
      	
              ROYAL
                INVEST EUROPE B.V.
                (on behalf of itself and any other Obligor)

            
	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      4

    


    MANDATORY
      COST FORMULA

    


    
      	
              1.  

            	
              The
                Mandatory Cost is an addition to the interest rate to compensate
                Lenders
                for the cost of compliance with (a) the requirements of the Bank
                of
                England and/or the Financial Services Authority (or, in either case,
                any
                other authority which replaces all or any of its functions) or (b)
                the
                requirements of the European Central
                Bank.

            


    

     

    
      	
              2.  

            	
              On
                the first day of each Interest Period (or as soon as possible thereafter)
                the Facility Agent shall calculate, as a percentage rate, a rate
                (the
                "Additional Cost
                Rate") for each Lender, in accordance with the paragraphs set
                out
                below. The Mandatory Cost will be calculated by the Facility Agent
                as a
                weighted average of the Lenders' Additional Cost Rates (weighted
                in
                proportion to the percentage participation of each Lender in the
                relevant
                Loan) and will be expressed as a percentage rate per
                annum.

            


    

     

    
      	
              3.  

            	
              The
                Additional Cost Rate for any Lender lending from a Facility Office
                in a
                Participating Member State will be the percentage notified by that
                Lender
                to the Facility Agent. This percentage will be certified by that
                Lender in
                its notice to the Facility Agent to be its reasonable determination
                of the
                cost (expressed as a percentage of that Lender's participation in
                all
                Loans made from that Facility Office) of complying with the minimum
                reserve requirements of the European Central Bank in respect of loans
                made
                from that Facility Office.

            


    

     

    
      	
              4.  

            	
              The
                Additional Cost Rate for any Lender lending from a Facility Office
                in the
                United Kingdom will be calculated by the Facility Agent as
                follows:

            


    

     

    
      	
              (a)  

            	
              in
                relation to a sterling Loan:

            


    

     

    AB+C(B-D)
      +E x 0.01

          
      100- (A+C)           
 per cent. per annum

    


    
      	
              (b)  

            	
              in
                relation to a Loan in any currency other than
                sterling:

            


    

     

    E
      x 0.01

                        
      300      per cent. per
      annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Where:

     

    
      	
               

            	
              A

            	
              is
                the percentage of Eligible Liabilities (assuming these to be in excess
                of
                any stated minimum) which that Lender is from time to time required
                to
                maintain as an interest free cash ratio deposit with the Bank of
                England
                to comply with cash ratio requirements.


            


    

     

    
      	
               

            	
              B

            	
              is
                the percentage rate of interest (excluding the Margin and the Mandatory
                Cost and, if the Loan is an Unpaid Sum, the additional rate of interest
                specified in paragraph (a) of Clause 9.3 (Default interest))
                payable for the relevant Interest Period on the Loan.
                

            


    

     

    
      	
               

            	
              C

            	
              is
                the percentage (if any) of Eligible Liabilities which that Lender
                is
                required from time to time to maintain as interest bearing Special
                Deposits with the Bank of England. 

            


    

     

    
      	
               

            	
              D

            	
              is
                the percentage rate per annum payable by the Bank of England to the
                Facility Agent on interest bearing Special Deposits.
                

            


    

     

    
      	
               

            	
              E

            	
              is
                designed to compensate Lenders for amounts payable under the Fees
                Rules
                and is calculated by the Facility Agent as being the average of the
                most
                recent rates of charge supplied by the Reference Banks to the Facility
                Agent pursuant to paragraph 7 below and expressed in pounds per
                £1,000,000. 

            


    

     

    
      	
              5.  

            	
              For
                the purposes of this Schedule:

            


    

     

    
      	
              (a)  

            	
              "Eligible
                Liabilities"
                and "Special
                Deposits" have the meanings given to them from time to time under
                or pursuant to the Bank of England Act 1998 or (as may be appropriate)
                by
                the Bank of England;

            


    

     

    
      	
              (b)  

            	
              "Fees
                Rules" means the
                rules on periodic fees contained in the FSA Supervision Manual or
                such
                other law or regulation as may be in force from time to time in respect
                of
                the payment of fees for the acceptance of
                deposits;

            


    

     

    
      	
              (c)  

            	
              "Fee
                Tariffs" means the
                fee tariffs specified in the Fees Rules under the activity group
                A.1
                Deposit acceptors (ignoring any minimum fee or zero rated fee required
                pursuant to the Fees Rules but taking into account any applicable
                discount
                rate); and

            


    

     

    
      	
              (d)  

            	
              "Tariff
                Base" has the
                meaning given to it in, and will be calculated in accordance with,
                the
                Fees Rules.

            


    

     

    
      	
              6.  

            	
              In
                application of the above formulae, A, B, C and D will be included
                in the
                formulae as percentages (i.e. 5 per cent. will be included in the
                formula
                as 5 and not as 0.05).  A negative result obtained by
                subtracting D from B shall be taken as zero.  The resulting
                figures shall be rounded to four decimal
                places.

            


    

     

    
      	
              7.  

            	
              If
                requested by the Facility Agent, each Reference Bank shall, as soon
                as
                practicable after publication by the Financial Services Authority,
                supply
                to the Facility Agent, the rate of charge payable by that Reference
                Bank
                to the Financial Services Authority pursuant to the Fees Rules in
                respect
                of the relevant financial year of the Financial Services Authority
                (calculated for this purpose by that Reference Bank as being the
                average
                of the Fee Tariffs applicable to that Reference Bank for that financial
                year) and expressed in pounds per £1,000,000 of the Tariff Base of that
                Reference Bank.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.  

            	
              Each
                Lender shall supply any information required by the Facility Agent
                for the
                purpose of calculating its Additional Cost Rate.  In particular,
                but without limitation, each Lender shall supply the following information
                on or prior to the date on which it becomes a
                Lender:

            


    

     

    
      	
              (a)  

            	
              the
                jurisdiction of its Facility Office;
                and

            


    

     

    
      	
              (b)  

            	
              any
                other information that the Facility Agent may reasonably require
                for such
                purpose.

            


    

     

    Each
      Lender shall promptly notify the Facility Agent of any change to the information
      provided by it pursuant to this paragraph.

     

    
      	
              9.  

            	
              The
                percentages of each Lender for the purpose of A and C above and the
                rates
                of charge of each Reference Bank for the purpose of E above shall
                be
                determined by the Facility Agent based upon the information supplied
                to it
                pursuant to paragraphs 7 and 8 above and on the assumption that,
                unless a
                Lender notifies the Facility Agent to the contrary, each Lender's
                obligations in relation to cash ratio deposits and Special Deposits
                are
                the same as those of a typical bank from its jurisdiction of incorporation
                with a Facility Office in the same jurisdiction as its Facility
                Office.

            


    

     

    
      	
              10.  

            	
              The
                Facility Agent shall have no liability to any person if such determination
                results in an Additional Cost Rate which over or under compensates
                any
                Lender and shall be entitled to assume that the information provided
                by
                any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above
                is
                true and correct in all respects.

            


    

     

    
      	
              11.  

            	
              The
                Facility Agent shall distribute the additional amounts received as
                a
                result of the Mandatory Cost to the Lenders on the basis of the Additional
                Cost Rate for each Lender based on the information provided by each
                Lender
                and each Reference Bank pursuant to paragraphs 3, 7 and 8
                above.

            


    

     

    
      	
              12.  

            	
              Any
                determination by the Facility Agent pursuant to this Schedule in
                relation
                to a formula, the Mandatory Cost, an Additional Cost Rate or any
                amount
                payable to a Lender shall, in the absence of manifest error, be conclusive
                and binding on all Parties.

            


    

     

    
      	
              13.  

            	
              The
                Facility Agent may from time to time, after consultation with the
                Parent
                and the Lenders, determine and notify to all Parties any amendments
                which
                are required to be made to this Schedule in order to comply with
                any
                change in law, regulation or any requirements from time to time imposed
                by
                the Bank of England, the Financial Services Authority or the European
                Central Bank (or, in any case, any other authority which replaces
                all or
                any of its functions) and any such determination shall, in the absence
                of
                manifest error, be conclusive and binding on all
                Parties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      5

    


    FORM
      OF TRANSFER CERTIFICATE

    


    
      	
              To:

            	
              Bank
                of Scotland plc as Facility Agent

            
	
              From:

            	
              [the
                Existing Lender] (the
                “Existing Lender”)
                and [the New
                Lender] (the “New
                Lender”)

            
	
              Dated:

            	
              l

            
	
              Re:

            	
              Royal
                Invest Europe B.V.– € 100,000,000 facility Agreement dated 21 December
                (the ′′Facility Agreement′′)

            


    

    


    Dear
      Sirs,

    


    
      	
              1  

            	
              We
                refer to the Facility Agreement. This is a Transfer Certificate.
                Terms
                defined in the Facility Agreement have the same meaning in this Transfer
                Certificate unless given a different meaning in this Transfer
                Certificate.

            


    

    


    
      	
              2  

            	
              We
                refer to Clause 29.5 (Procedure for
                transfer):

            


    

    


    
      	
              (a)  

            	
              the
                Existing Lender and the New Lender agree to the Existing Lender assigning
                (cederen) all or
                part of the Existing Lender's Commitment, rights and obligations
                referred
                to in the Schedule and transferring the obligations of the Existing
                Lender
                pertaining thereto pursuant to take-over of debt (schuldoverneming) in
                accordance with Clause 29.5 (Procedure for
                transfer).

            


    

    


    
      	
              (b)  

            	
              the
                proposed Transfer Date is l.

            


    

    


    
      	
              (c)  

            	
              the
                Facility Office and address, fax number and attention details for
                notices
                of the New Lender for the purposes of Clause 36.2 (Addresses) are
                set out
                in the Schedule.

            


    

    


    
      	
              3  

            	
              The
                New Lender expressly acknowledges the limitations on the Existing
                Lender's
                obligations set out in Clause 29.4 (Limitation of responsibility
                of
                Existing Lenders).

            


    

    


    
      	
              4  

            	
              This
                Transfer Certificate may be executed in any number of counterparts
                and
                this has the same effect as if the signatures on the counterparts
                were on
                a single copy of this Transfer
                Certificate.

            


    

    


    
      	
              5  

            	
              This
                Transfer Certificate is governed by Dutch
                law.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      SCHEDULE

    


    Commitment/rights
      and obligations to be transferred

    


    [insert
      relevant details]

    


    [Facility
      Office address, fax number and attention details for notices and account details
      for payments,]

    


    
      	
              [Existing
                Lender]

              
              

            	
              [New
                Lender]

              
              

            
	
              By:
                l

            	
              By:
                l

            


    

    


    This
      Transfer Certificate is accepted by the Facility Agent and the Transfer Date
      is
      confirmed as l.

    


    BANK
      OF SCOTLAND PLC

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


    [NOTE
      MINIMUM AMOUNT OF € 50,000]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      6

    


    FORM
      OF COMPLIANCE CERTIFICATE

    


    
      	
              To:

            	
              Bank
                of Scotland plc as Facility Agent

            
	
              From:

            	
              Royal
                Invest Europe B.V.

            
	
              Dated:

            	
              l

            
	
              Re:

            	
              Royal
                Invest Europe B.V.– € 100,000,000 facility Agreement dated 21 December
                2007  (the ′′Facility
                Agreement′′)

            


    

    


    Dear
      Sirs

    


    
      	
              1  

            	
              We
                refer to the Facility Agreement. This is a Compliance Certificate.
                Terms
                defined in the Facility Agreement have the same meaning when used
                in this
                Compliance Certificate unless given a different meaning in this Compliance
                Certificate.

            


    

    


    
      	
              2  

            	
              We
                confirm that:

            


    

    


    (a)                
      the Loan to Value is l

    


    (b)                
      the Debt Service Cove is l

    


    (c)                          
      the Interest Cover is l

    


    
      	
              3  

            	
              [We
                confirm that no Default is continuing.]*

            


    

    


    


    Yours
      faithfully,

    


    ROYAL
      INVEST EUROPE B.V.

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


    
      *
        this statement cannot be made, the
        certificate should identify any Default that is continuing and the steps,
        if
        any, being taken to remedy it.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [insert
      applicable certification
      language]

    


    for
      and
      on behalf of [name of Auditors of the Parent]

    


    
      	
              [AUDITORS
                OF
                PARENT]

            	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      7

    


    FORM
      OF ACCESSION LETTER

    


    


    
      	
              To:

            	
              Bank
                of Scotland plc as Facility Agent

            
	
              From:

            	
              [name
                subsidiary] and
                Royal Invest Europe B.V.

            
	
              Dated:

            	
              l

            
	
              Re:

            	
              €
1000,000,000
                facility
                agreement dated 21 December 2007 (the "Facility
                Agreement")

            


    

    


    


    Dear
      Sirs

    


    
      	
              1  

            	
              We
                refer to the Agreement. This is an Accession Letter. Terms defined
                in the
                Agreement have the same meaning in this Accession Letter unless given
                a
                different meaning in this Accession
                Letter.

            


    

    


    
      	
              2  

            	
              [Subsidiary]
                agrees to
                become an Additional Obligor and to be bound by the terms of the
                Agreement
                as an Additional Obligor pursuant to Clause 30.2 (Additional Borrowers
                and
                Additional Guarantors) of the Agreement.  [Subsidiary] is a
                company duly incorporated under the laws of [name of relevant
                jurisdiction].

            


    

    


    
      	
              3  

            	
              [Subsidiary's]
                administrative details are as
                follows:

            


    

    


    Address:

     

    Fax
      No:

     

    Attention:

     

    
      	
              4  

            	
              This
                Accession Letter is governed by Dutch
                law.

            


    

    


    Yours
      faithfully,

    


    
      	
              [PARENT]

            	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              [SUBSIDIARY]

            	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      8

    


    FORM
      OF RESIGNATION LETTER

    


    
      	
              To:

            	
              Bank
                of Scotland plc as Facility Agent

            
	
              From:

            	
              [resigning
                obligor] and
                Royal Invest Europe B.V.

            
	
              Dated:

            	
              l

            
	
              Re:

            	
              €
100,000,000
                facility
                agreement dated 21 December 2007 (the "Facility
                Agreement")

            


    

    


    Dear
      Sirs,

    


    
      	
              1  

            	
              We
                refer to the Agreement. This is a Resignation Letter. Terms defined
                in the
                Agreement have the same meaning in this Resignation Letter unless
                given a
                different meaning in this Resignation
                Letter.

            


    

    


    
      	
              2  

            	
              Pursuant
                to 30 (Changes to Obligors), we request that [resigning Obligor] be
                released from its obligations as a Obligor under the
                Agreement.

            


    

    


    
      	
              3  

            	
              We
                confirm that no Default t is continuing or would result from the
                acceptance of this request.

            


    

    


    
      	
              4  

            	
              This
                Resignation Letter is governed by Dutch
                law.

            


    

    


    Yours
      faithfully,

    


    
      	
              [PARENT]

            	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


    


    
      	
              [SUBSIDIARY]

            	 
	 	 
	 	 
	 	 
	
              ___________________________

            	
              ___________________________

            
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            	
              Title:

            	
              [director][attorney-in-fact
                (gevolmachtigde)]

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      9

    


    PROPERTY
      INFORMATION

    


    Part
      I

    Annual
      Information

    


    
      	
              1  

            	
              A
                summary of all related material information relating to each
                Property.

            


    

    


    
      	
              2  

            	
              A
                market report on current market conditions relating to each Property
                including, without limitation, information on each of the
                following:

            


    

    


    
      	
              (a)     
                 

            	
              local
                availability;

            


    

    


    
      	
              (b)     
                 

            	
              prevailing
                rental patterns and outlook;

            


    

    


    
      	
              (c)     
                 

            	
              relevant
                independent market studies relating to any of areas supply, area
                demand,
                rental values, take-up, rental
                yield;

            


    

    


    
      	
              (d)    
                  

            	
              major
                events;

            


    

    


    
      	
              (e)    
                  

            	
              competition;
                and

            


    

    


    
      	
              (f)    
                  

            	
              any
                relevant articles in the local
                press.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Part
      II

    Quarterly
      information

    


    
      	
              1  

            	
              Property
                management report on a Property by Property basis
                including:

            


    

    


    
      	
              (a)  
                     

            	
              an
                overview of each Property;

            


    

    


    
      	
              (b)    
                  

            	
              a
                schedule of the existing occupational tenants of each Property, showing
                for each tenant: the rent, service charge, value added tax and any
                other
                amounts payable in that period by that
                tenant;

            


    

    


    
      	
              (c)    
                  

            	
              details
                of each Lease Document which has expired or been determined or surrendered
                and any new letting proposed;

            


    

    


    
      	
              (d)     
                 

            	
              details
                of each new Lease Document entered into since the date of the last
                property management report (to include rental income
                attributable);

            


    

    


    
      	
              (e)    
                  

            	
              details
                of each Lease Document maturing within the next twelve months and
                proposals to replace those Lease
                Documents;

            


    

    


    
      	
              (f)     
                 

            	
              the
                current vacancy level of each
                Property;

            


    

    


    
      	
              (g)     
                 

            	
              details
                of each Property disposed of during that quarter (including the disposal
                proceeds received by any Obligor);

            


    

    


    
      	
              (h)     
                 

            	
              copies
                of all material correspondence with insurance brokers handling the
                insurance of each Property;

            


    

    


    
      	
              (i)    
                  

            	
              copies
                of any reports prepared by third parties in relation to any
                Property;

            


    

    


    
      	
              (j)    
                  

            	
              details
                of any proposed capital expenditure with respect of each
                Property;

            


    

    


    
      	
              (k)     
                 

            	
              details
                of any material repairs required to each Property;
                and

            


    

    


    
      	
              (l)    
                  

            	
              details
                of any material correspondence or disputes with tenants under Occupational
                Leases.

            


    

    


    
      	
              2  

            	
              Leasing
                and strategy report including (each on a Property by Property
                basis):

            


    

    


    
      	
              (a)    
                  

            	
              details
                of marketing budget, marketing strategy and implementation of marketing
                strategy;

            


    

    


    
      	
              (b)    
                  

            	
              details
                of target tenants;

            


    

    


    
      	
              (c)    
                  

            	
              details
                and status of leasing inquiries;

            


    

    


    
      	
              (d)     
                 

            	
              details
                of leasing strategy; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)    
                  

            	
              copies
                of minutes of meetings relating to
                leasing.

            


    

    


    
      	
              3  

            	
              Financial
                report including:

            


    

    


    
      	
              (a)     
                 

            	
              overview
                of finances relating to each
                Property;

            


    

    


    
      	
              (b)    
                  

            	
              copies
                of management accounts and management cash flows produced by, or
                for, any
                Obligor, on a corporate and a Property by Property
                business;

            


    

    


    
      	
              (c)    
                  

            	
              details
                of:

            


    

    
      	
              (iii)    
                  

            	
              any
                arrears of rent or service charges under any Lease Document and any
                step
                being taken to recover them;

            


    

     

    
      	
              (iv)    
                  

            	
              rent
                collections on a Property by Property
                basis;

            


    

     

    
      	
              (d)     
                 

            	
              details
                of any rent reviews with respect to any Lease Document in progress
                or
                agreed;

            


    

    


    
      	
              (e)    
                  

            	
              copies
                of the statements for each Account;

            


    

    


    
      	
              (f)     
                 

            	
              operating
                statement including summary of receipts and expenses on a Property
                by
                Property basis and at a corporate
                level;

            


    

    


    
      	
              (g)    
                  

            	
              comparison
                of actual cash flow against budgeted cash flow on a corporate and
                a
                Property by Property basis;

            


    

    


    
      	
              (h)     
                 

            	
              summary
                of payments under the Finance
                Documents.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      10

    


    PROPERTY
      DETAILS

    


    


    
      	
              Property
                (address)

            	 	
              Allocated
                Loan Amount
                (€)

            	 
	
              FVG
                properties

            	 	 	 
	
              Berenkoog
                53, Alkmaar

            	 	 	1,241,850	 
	
              Franciscusweg
                8-10, Hilversum

            	 	 	16,233,300	 
	
              De
                Schans 18-02, Lelystad

            	 	 	2,397,850	 
	
              Keulsekade
                216, Utrecht

            	 	 	3,723,000	 
	
              Mijlweg
                7, Vianen

            	 	 	2,185,350	 
	
              Edisonweg
                9, Woerden

            	 	 	657,900	 
	 	 	 	 	 
	
              Muermans
                deal - Assen

            	 	 	 	 
	
              Schepersmaat
                4, Assen

            	 	 	21,510,100	 
	 	 	 	 	 
	
              Terwarie
                deal - Badhoevedorp

            	 	 	 	 
	
              Sloterweg
                22, Badhoevedorp

            	 	 	3,002,200	 
	 	 	 	 	 
	
              Alfang
                deal

            	 	 	 	 
	
              Zuidermolenweg,                                
                Amsterdam

            	 	 	1,099,900	 
	
              Parallelweg
                , Beverwijk

            	 	 	3,581,050	 
	
              Kruisweg
                855-859,
                Hoofddorp                                                                
                

            	 	 	2,465,000	 
	
              Schinkelwaard
                20, Alkmaar

            	 	 	3,521,550	 
	
              Willemsstraat
                47 c.a., Hengelo

            	 	 	1,769,700	 
	 	 	 	 	 
	
              AMOGB
                deal

            	 	 	 	 
	
              Produktieweg
                1, Roermond

            	 	 	3,223,200	 
	
              Stuartweg
                2, Vianen

            	 	 	5,965,300	 
	
              Nieuwzeelandweg
                10, Amsterdam

            	 	 	1,903,150	 
	 	 	 	 	 
	
              Kuiper
                group deal -  Leeuwarden

            	 	 	 	 
	
              Emmakade
                57-59, Leeuwarden

            	 	 	5,210,500	 
	 	 	 	 	 
	
              Steden
                Kroon

            	 	 	 	 
	
              Willinkplein
                19, Emmen

            	 	 	 	 
	
              Dalipassage
                24. 30 and 34, Emmen

            	 	 	 	 
	
              Nijverheidsweg
                Noord 72, Amersfoort

            	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNATURES

    


    THE
      PARENT

    


    ROYAL
      INVEST EUROPE B.V.

    
      	
              represented
                by Royal Investment Development and Services B.V.

            
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              David
                Havenaar

            	 	 
	
              Title:

            	
              director

            	 	 


    

    


    Address:                      
      Ditlaar 7

    1066
      EE Amsterdam

    the
      Netherlands

    Attention:                      
      David Havenaar

    Tel:                 
      +31 (0)20 6720 026

    Fax:                 
      +31 (0)20 6761 052

    E-mail:                 
      havenaar@royalinvestinternational.com

    


    THE
      BORROWER

    


    ROYAL
      INVEST EUROPE B.V.

    
      	
              represented
                by Royal Investment Development and Services B.V.

            
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              David
                Havenaar

            	 	 
	
              Title:

            	
              director

            	 	 


    

    


    Address:                      
      Ditlaar 7

    1066
      EE Amsterdam

    the
      Netherlands

    Attention:                      
      David Havenaar

    Tel:                 
      +31 (0)20 6720 026

    Fax:                 
      +31 (0)20 6761 052

    E-mail:                 
      havenaar@royalinvestinternational.com

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THE
      GUARANTOR

    


    ROYAL
      INVEST EUROPE B.V.

    
      	
              represented
                by Royal Investment Development and Services B.V.

            
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              David
                Havenaar

            	 	 
	
              Title:

            	
              director

            	 	 


    

    


    Address:                      
      Ditlaar 7

    1066
      EE Amsterdam

    the
      Netherlands

    Attention:                      
      David Havenaar

    Tel:                 
      +31 (0)20 6720 026

    Fax:                 
      +31 (0)20 6761 052

    E-mail:                 
      havenaar@royalinvestinternational.com

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      ARRANGER

    


    BANK
      OF SCOTLAND PLC

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              N.
                de la Rive Box

            	 	 
	
              Title:

            	
              Proxy-holder
                A

            	 	 


    

    


    Address:                      
      Delflandlaan 1

    1062
      EA Amsterdam

    Attention:                      
      N. de la Rive Box

    Tel:                 
      +31 (0)20 3057 821

    Fax:                 
      +31 (0)20 6711 026

    E-mail:                 
      norbertdelarivebox@bankofscotland.com 

    


    THE
      FACILITY AGENT

    


    BANK
      OF SCOTLAND PLC

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              N.
                de la Rive Box

            	 	 
	
              Title:

            	
              Proxy-holder
                A

            	 	 


    

    


    Address:                      
      Delflandlaan 1

    1062
      EA Amsterdam

    Attention:                      
      N. de la Rive Box

    Tel:                 
      +31 20 3057 821

    Fax:                 
      +31 20 6711 026

    E-mail:                 
      norbertdelarivebox@bankofscotland.com 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      SECURITY AGENT

    


    BANK
      OF SCOTLAND PLC

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              N.
                de la Rive Box

            	 	 
	
              Title:

            	
              Proxy-holder
                A

            	 	 


    

    


    Address:                      
      Delflandlaan 1

    1062
      EA Amsterdam

    Attention:                      
      N. de la Rive Box

    Tel:                 
      +31 20 3057 821

    Fax:                 
      +31 20 6711 026

    E-mail:                 
      norbertdelarivebox@bankofscotland.com 

    


    THE
      LENDERS

    


    BANK
      OF SCOTLAND PLC (acting through its Treasury Division)

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              N.
                de la Rive Box

            	 	 
	
              Title:

            	
              Proxy-holder
                A

            	 	 


    

    


    Address:                      
      Delflandlaan 1

    1062
      EA Amsterdam

    Attention:                      
      N. de la Rive Box

    Tel:                 
      +31 20 3057 821

    Fax:                 
      +31 20 6711 026

    E-mail:                 
      norbertdelarivebox@bankofscotland.com 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      HEDGE COUNTERPARTY

    


    BANK
      OF SCOTLAND PLC

    
      	 	 
	 	 
	 	 
	 	 
	
              ___________________________

            	 
	
              Name:

            	
              N.
                de la Rive Box

            	 	 
	
              Title:

            	
              Proxy-holder
                A

            	 	 


    

    


    Address:                      
      Delflandlaan 1

    1062
      EA Amsterdam

    Attention:                      
      N. de la Rive Box

    Tel:                 
      +31 20 3057 821

    Fax:                 
      +31 20 6711 026

    E-mail:                 
      norbertdelarivebox@bankofscotland.com