f8k0801_x109-riic.htm

Exhibit 10.09

    


    
      	
              bola/ck/5124166

            


    

     

     

    Sale
      and Transfer

    (Schepersmaat
      4 in Assen)

    


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

    
      	
              1.

            	
              Mr
                mr. Robert
                Adriaan Bol, born in Haarlem on the twenty-fourth of May nineteen
                hundred
                and seventy-two, having his business address at Fred. Roeskestraat
                100,
                1076 ED Amsterdam, 

            


    

    
      	
               

            	
              acting
                in this matter as authorised representative in writing of:
                

            


    

    
      	
               

            	
              Schepersmaat
                Vastgoed
                B.V., a private limited liability company [besloten
                vennootschap met
                beperkte aansprakelijkheid], having its registered office in
                Roermond and its principal place of business at Oude Borgstraat 12,
                6049
                CT Herten, entered in the Trade Register under file number: 13042275,
                

            


    

    
      	
               

            	
              hereinafter
                called: Vendor;
                and 

            


    

    
      	
              2.

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

            


    

    
      	
               

            	
              acting
                in this matter in his capacity as director with sole and independent
                representative authority of: 

            


    

    
      	
               

            	
              Royal
                Invest Europe
                B.V., a private limited liability company, having its registered
                office in Amsterdam and its principal place of business at Ditlaar
                7, 1066
                AC Amsterdam, entered in the Trade Register under file number: 34130365,
                

            


    

    
      	
               

            	
              hereinafter
                called: “Vendee”.
                

            


    

     

    Vendor
      and Vendee hereby declare:

     

    Contract
      of Sale. Transfer

    Vendor
      and Vendee have concluded a written contract of sale dated the seventeenth
      of
      August two thousand and seven, hereinafter called “Contract of Sale”, under which
      Vendor hereby transfers to Vendee, who hereby accepts:

     

    Description
      of the Registered Property:

    the
      office complex site, premises and car park, local reference Schepersmaat 4
      in
      Assen, cadastral reference Municipality of Assen section
      R
      number 716, size three hectares, forty-seven ares and fifty-six centiares
      and 696, size forty-five
      ares and eighty-eight centiares,

    
      	
               

            	
              hereinafter
                also called: “the Sold
                Property”. 

            


    

     

    Purchase
      Price

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      parties additionally agreed as a supplement to the Contract of Sale that the
      purchase price of the Sold Property amounts to twenty-three million, eight
      hundred and seventy-three thousand, five hundred and eight-five Euros
      (EUR 23,873,585.00).

    No
      sale
      of movable property has been included in the present sale and transfer of the
      Sold Property.

     

    Turnover
      Tax and Transfer Tax

    
      	
              1.

            	
              Transfer
                tax is due on account of the transfer of the Sold Property.
                

            


    

    
      	
              2.

            	
              The
                Vendor declares in respect of the Sold Property that:
                

            


    

    
      	
               

            	
              it
                is an entrepreneur within the meaning of the Turnover Tax Act 1968
                [Wet op de Omzetbelasting
                1968] and the Sold Property is being transferred two years after
                the date on which it was put to use for the first time, whereas Vendor
                and
                Vendee do not make and/or have not made a joint request for the transfer
                of the Sold Property to be deemed a transfer subject to VAT, and
                therefore
                VAT is not due on account of transfer of the Sold Property.
                

            


    

    
      	
              3.

            	
              Where
                reference is made in paragraph 2 of this article to "transfer", this
                exclusively means the transfer within the meaning of the Transfer
                Tax Act
                1968. 

            


    

     

    Payment
      of the Purchase Price

    In
      respect of the obligation pursuant to the agreement to pay the aforementioned
      purchase price of twenty-three million, eight hundred and seventy-three
      thousand, five hundred and eighty-five Euros (EUR 23,873,585,00) Vendor and
      Vendee have agreed as follows:

    
      	
              1.

            	
              Vendee
                has paid a part of the purchase price amounting to seventeen million,
                three hundred and eighteen thousand, three hundred and seventy-two
                Euros
                (EUR 17,318,372.00) by payment into the third-party account of Loyens
                & Loeff Amsterdam Derdengelden Notariaat.


            


    

    
      	
               

            	
              Vendor
                gives Vendee discharge therefor. 

            


    

    
      	
               

            	
              2.

            	
              a.

            	
              In
                respect of a part of the purchase price amounting to three million,
                fifty-five thousand, two hundred and thirteen Euros
                (EUR 3,055,213.00) Vendor and Vendee have – additionally – agreed
                that payment of this amount of three million, fifty-five thousand,
                two
                hundred and thirteen Euros (EUR 3,055,213.00) shall be waived,
                subject to the obligation for Vendee to acknowledge this amount as
                a debt
                to Vendor by way of loan (Loan 1).
                

            


    

    
      	
               

            	
              As
                a result of the forgoing: 

            


    

    
      	
               

            	
              -

            	
              Vendor
                hereby waives its claim to payment of the aforementioned part of
                the
                purchase price amounting to three million, fifty-five thousand, two
                hundred and thirteen Euros (EUR 3,055,213.00), which waiver Vendee
                hereby accepts; and 

            


    

    
      	
               

            	
              -

            	
              Vendee
                acknowledges owing Vendor - by way of loan - an amount of three million,
                fifty-five thousand, two hundred and thirteen Euros
                (EUR 3,055,213.00), which acknowledgement of debt Vendor hereby
                accepts under terms and conditions to be further agreed in writing
                by the
                parties by common accord. 

            


    

    
      	
               

            	
              b.

            	
              Vendor
                and Vendee establish that the obligation pursuant to the agreement
                to pay
                the aforementioned part of the purchase price amounting to three
                million,
                fifty-five thousand, two hundred and thirteen Euros
                (EUR 3,055,213.00) that Vendee owes to Vendor, has been cancelled.
                

            


    

    
      	
               

            	
              c.

            	
              In
                view of the aforementioned conversion of the obligation to pay the
                aforementioned part of the purchase price amounting to three million,
                fifty-five thousand, two hundred and thirteen Euros
                (EUR 3,055,213.00) by Vendee to Vendor, Vendor declares to hereby
                discharge Vendee from the obligation to pay the aforementioned part
                of the
                purchase price amounting to three million, fifty-five thousand, two
                hundred and thirteen Euros (EUR 3,055,213.00).
                

            


    

    
      	
               

            	
              d.

            	
              The
                parties also declare that the aforementioned manner of payment of
                the
                aforementioned part of the purchase price expressly deviates from
                the
                provisions of Section 7:26 (3) of the Civil Code [Burgerlijk Wetboek].
                

            


    

    
      	
               

            	
              3.

            	
              a.

            	
              In
                respect of the remaining part of the purchase price amounting to
                three
                million and five hundred thousand Euros (EUR 3,500,000.00) Vendor and
                Vendee have – additionally – agreed that this amount of three million and
                five hundred thousand Euros (EUR 3,500,000.00) shall be cancelled by
                waiver, subject to Vendee’s obligation to acknowledge the debt of this
                amount by way of loan to Vendor (Loan 2).
                

            


    

    
      	
               

            	
              As
                a result of the forgoing: 

            


    

    
      	
               

            	
              -

            	
              Vendor
                hereby waives its claim to payment of the aforementioned part of
                the
                purchase price amounting to three million and five hundred thousand
                Euros
                (EUR 3,500,000.00), which waiver of payment Vendee hereby accepts;
                and 

            


    

    
      	
               

            	
              -

            	
              Vendee
                acknowledges owing Vendor - by way of loan - an amount of three million
                and five hundred thousand Euros (EUR 3,500,000.00), which
                acknowledgement of debt Vendor hereby accepts, under terms and conditions
                to be further agreed in writing by the parties by common accord.
                

            


    

    
      	
               

            	
              b.

            	
              Vendor
                and Vendee establish that the obligation pursuant to the agreement
                to pay
                the aforementioned part of the purchase price amounting to three
                million
                and five hundred thousand Euros (EUR 3,500,000.00) that Vendee owes
                to Vendor, has been cancelled. 

            


    

    
      	
               

            	
              c.

            	
              In
                view of the aforementioned conversion of the obligation to pay the
                aforementioned part of the purchase price amounting to three million
                and
                five hundred thousand Euros (EUR 3,500,000.00) by Vendee to Vendor,
                Vendor declares to hereby discharge Vendee from the obligation to
                pay the
                aforementioned part of the purchase price amounting to three million
                and
                five hundred thousand Euros (EUR 3,500,000.00).
                

            


    

    
      	
               

            	
              d.

            	
              The
                parties also declare that the aforementioned manner of payment of
                the
                aforementioned part of the purchase price expressly deviates from
                the
                provisions of Section 7:26 (3) of the Civil Code [Burgerlijk Wetboek].
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Preceding
      Title

    Vendor
      (at that time Muermans Rimag Vastgoed B.V.) declares that it acquired the Sold
      Property by entry of a copy of a deed of transfer pursuant to a contract of
      sale
      containing discharge for payment of the purchase price and the declaration
      of
      the parties to the deed that they could no longer invoke a condition subsequent
      executed on the twenty-seventh of December nineteen hundred and ninety-nine
      before jhr. mr. A.P.
      van Lidth de Jeude, at that time civil-law notary practising in the municipality
      of Amsterdam, in the Public Registers, volume 7130 number 25 at the office
      of
      the Land and Public Registry Agency [Dienst voor het Kadaster
      en de
      Openbare Registers] in Assen on the twenty-eighth of December nineteen
      hundred and ninety-nine.

    As
      is
      evident from a deed containing an amendment to the Articles of Association,
      executed on the twelfth of November two thousand and one before a deputy of
      civil-law notary, jhr.
      mr. A.P. van Lidth de Jeude, aforementioned, the name “Muermans Rimag
      Vastgoed B.V.” was changed to “Muermans Vastgoed 46 B.V.”.

    As
      is
      evident from a deed containing an amendment to the Articles of Association,
      executed on the fourteenth of September two thousand and seven before a deputy
      of civil-law notary mr.
      W.A. Groen, aforementioned, the name “Muermans Vastgoed 46 B.V.” was changed to
“Schepersmaat Vastgoed B.V.”.

    
      	
              A.

            	
              Declarations
                of Vendor 

            


    

    Vendor
      declares:

    
      	
              a.

            	
              On
                this day the Sold Property is not included in a (current request
                for
                recommendations for) designation, designation order or register entry:
                

            


    

    
      	
               

            	
              1.

            	
              as
                protected monument within the meaning of the Listed Buildings Act
                1988
                [Monumentenwet
                1988]; 

            


    

    
      	
               

            	
              2.

            	
              as
                protected monument by the municipal or provincial authorities;
                

            


    

    
      	
              b.

            	
              No
                government subsidy has been applied for or granted in respect of
                the Sold
                Property for which conditions still have to be met.
                

            


    

    
      	
              c.

            	
              On
                this day the technical installations and supply and drain pipes and
                wiring
                in the Sold Property function satisfactorily, to the best of Vendor’s
                knowledge, and the use thereof has not been restricted in any way
                by the
                competent authorities. 

            


    

    
      	
              d.

            	
              On
                this day there are no obligations from hire purchase agreements,
                option
                rights and/or contractual rights of first refusal.
                

            


    

    
      	
              e.

            	
              On
                this day the Sold Property has not been requisitioned and is not
                being
                used by third parties without right or title.


            


    

    
      	
               

            	
              f.

            	
              1.

            	
              The
                Sold Property is currently leased out and/or has been given in use
                in the
                manner and under the conditions as has been satisfactorily stated
                by
                Vendor to Vendee and for the rest, in the manner stated in the Contract
                of
                Sale; 

            


    

    
      	
               

            	
              2.

            	
              The
                lease agreements do not deviate from that which is customary for
                property
                such as the Sold Property and before the conclusion of the Contract
                of
                Sale Vendor presented to Vendee all documentation in respect of the
                leased
                status of the Sold Property. 

            


    

    
      	
               

            	
              No
                agreements detrimental to the lessor have been made with the lessees
                outside of the lease contracts. 

            


    

    
      	
               

            	
              To
                date, the lessees have properly complied with their obligations.
                

            


    

    
      	
               

            	
              No
                proceedings in respect of the Sold Property have been brought before
                the
                Rent Tribunal [Huurcommissie].
                

            


    

    
      	
               

            	
              3.

            	
              The
                lessees have not paid deposits or provided bank guarantees other
                than
                those (if any) stated by Vendor to Vendee.


            


    

    
      	
               

            	
              4.

            	
              In
                respect of the leased status, any rights of first refusal and/or
                lease
                guarantees, reference is made to the relevant provisions of the Contract
                of Sale. For that matter, the Government Buildings Agency [Rijksgebouwendienst]
                has declared, as is evident from a declaration attached to this
                instrument, that it is not exercising its right of first refusal.
                

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              g.

            	
              There
                are no easements other than the ones stated at the end of this instrument.
                

            


    

    
      	
              h.

            	
              There
                are no qualitative obligations within the meaning of Section 6:252
                et seq.
                of the Civil Code other than the ones stated at the end of this
                instrument. 

            


    

    
      	
              i.

            	
              No
                perpetual clauses other than the ones stated at the end of this instrument
                need to be imposed on Vendee. 

            


    

    
      	
              j.

            	
              There
                are no limited real rights (obligations to tolerate) as referred
                to in the
                Public Works (Removal of Impediments in Private Law) Act [Belemmeringenwet
                Privaatrecht]. 

            


    

    
      	
              k.

            	
              The
                charges in respect of the expired periods have been paid, to the
                extent
                that the assessments concerned have been imposed.
                

            


    

    
      	
              l.

            	
              On
                this day there are no pending lawsuits, binding advisory proceedings
                or
                arbitration proceedings in respect of the Sold Property.
                

            


    

    
      	
              m.

            	
              The
                procedure referred to in Section 2:204c of the Civil Code was not
                applicable at the time of acquisition by Vendor.
                

            


    

    
      	
              n.

            	
              The
                Sold Property and the installations referred to in paragraph c. are
                not
                encumbered with retention rights. 

            


    

    
      	
              o.

            	
              On
                this day the Sold Property is directly connected to the public water,
                energy and sewer mains. On this day the Sold Property has lawful
                and
                unrestricted access to the public road in the manner evident on site.
                

            


    

    
      	
              p.

            	
              Vendor
                has exclusively used the Sold Property for investment purposes.
                

               

            


    

    
      	
              B.

            	
              Guarantees
                of Vendor 

            


    

    Vendor
      guarantees the correctness of its aforementioned declarations made in respect
      of
      the VAT, its acquisition of the Sold Property and its declarations made above
      in
      paragraph A. Vendor guarantees that it has provided Vendee with all information
      of which Vendee should be informed, on the understanding that Vendor was not
      required to provide information on facts which are known to Vendee or of which
      Vendee could have learned through its own inquiries, to the extent that Vendee
      could have been required to make such inquiries according to generally accepted
      views.

     

    
      	
              C.

            	
              Declarations
                in respect of Pollution. 

            


    

    
      	
               

            	
              Vendor
                then declares: 

            


    

    
      	
              a.

            	
              It
                is not aware of any facts based on, inter alia:


            


    

    
      	
               

            	
              -

            	
              its
                own expertise; 

            


    

    
      	
               

            	
              -

            	
              publications
                in (local) newspapers; 

            


    

    
      	
               

            	
              -

            	
              a
                soil examination carried out in the past;


            


    

    
      	
               

            	
              -

            	
              the
                use made of the Sold Property; 

            


    

    
      	
               

            	
              which
                shows that the Sold Property is polluted to such a degree with poisonous,
                chemical and/or other (dangerous) substances that it is likely that
                this
                pollution under the current applicable environmental legislation
                and/or
                environmental case law would give reason to carry out a clean-up
                or take
                other measures. 

            


    

    
      	
              b.

            	
              Nor
                is it aware of (underground) storage tanks, such as oil and septic
                tanks
                in the Sold Property. 

            


    

    
      	
              c.

            	
              It
                is not aware of any materials containing asbestos or other materials
                harmful to health in the Sold Property.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    D.           
      Other Declarations of Vendor

    Finally
      Vendor declares:

    
      	
              a.

            	
              It
                is not aware that the current use of the Sold Property is not permitted
                on
                grounds pertaining to public or private law or that building
                work/alterations has/have been carried out without the permits required
                for that purpose. 

            


    

    
      	
              b.

            	
              It
                is not aware that on this day the Sold Property must be offered for
                sale
                to the municipal authorities under the Municipal Right of First Refusal
                Act [Wet Voorkeursrecht
                Gemeenten] or that the municipal authorities have laid down an
                urban renewal plan or an environmental by-law within the meaning
                of the
                Urban and Rural Renewal Act [Wet op de Stads-
                en
                Dorpsvernieuwing], in which the Sold Property is included, or that
                the Sold Property is included in a (current request for recommendations
                for) designation, designation order or register entry as a protected
                town
                or village view. 

            


    

    
      	
              c.

            	
              It
                is not aware of current policy proposals in respect of the plan/the
                by-law
                as referred to in the preceding paragraph or in respect of compulsory
                purchase. 

            


    

    
      	
              d.

            	
              It
                is not aware of anything that could endanger the lessees’ correct
                compliance with their obligations in the future.
                

            


    

     

    E.           
      Declarations of Vendee

    Vendee
      declares that:

    
      	
              a.

            	
              It
                expressly accepts the aforementioned obligations as well as those
                that are
                known or could have been known to it from the actual situation after
                its
                own inquiries, as referred to in paragraph B.;


            


    

    
      	
              b.

            	
              It
                guarantees that the procedure referred to in Section 2:204c of the
                Civil
                Code does not apply to it. 

            


    

    
      	
              c.

            	
              It
                plans to use the Sold Property as is stated in paragraph A.p.
                

            


    

    
      	
              d.

            	
              Vendor
                has fully informed it about the leased condition and the (use of
                the) Sold
                Property, the concluded tenancy agreements and any details concerning
                the
                lessees/users of the Sold Property and about the (environmental)
                condition
                of the Sold Property in the broadest meaning of that term, and declares
                in
                this respect that it does not require a further description from
                the
                Vendor. 

            


    

    
      	
              e.

            	
              Vendor
                has presented to Vendee all documentation in respect of the leased
                status
                of the Sold Property. 

            


    

     

    Terms

    Vendor
      and Vendee declare that they have further entered into the aforementioned
      Contract of Sale and Transfer under the following terms.

     

    Costs

    Article
      1

    
      	
              1.

            	
              The
                transfer tax as referred to in the Legal Transactions (Taxation)
                Act [Wet
                op Belastingen van Rechtsverkeer ] is for the Vendee’s account.
                

            


    

    
      	
              2.

            	
              The
                notarial charges in respect of the Contract of Sale and the costs
                for the
                delivery and transfer of the Sold Property as well as the VAT due
                on these
                costs, as referred to in the Turnover Tax Act 1968, are for the Vendee’s
                account. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Description
      of the Transfer Obligations

    Article
      2

    1.           
      Vendor transfers to Vendee property:

    a.           
      that is unconditional and not subject to abatement,rescission or any
      cancellation whatsoever;

    
      	
               

            	
              b.

            	
              is
                not encumbered with attachments or mortgages or registrations thereof
                or
                with other limited real rights; 

            


    

    c.           
      is not encumbered with easements to the extent thatVendor has guaranteed their
      non-existence;

    d.           
      under the obligation for Vendee to continue the currentlease
      agreement(s).

    
      	
              2.

            	
              If
                the dimensions or size of the Sold Property or the further description
                thereof or the declarations made by it under paragraphs C. and D.
                are not
                correct or complete, neither of the parties shall derive any rights
                therefrom. 

            


    

    
      	
              3.

            	
              The
                Sold Property is transferred with all rights and powers attached
                thereto
                and free of all specific obligations and restrictions save for those
                that
                have been expressly accepted by Vendee in paragraph E.
                

            


    

    
      	
              4.

            	
              The
                handover (actual delivery) of the Sold Property is made on this day,
                in
                the actual condition in which the Sold Property is on this day.
                

            


    

    
      	
              5.

            	
              All
                claims that Vendor can assert now or at any time against third parties,
                including the architect(s), the structural engineer(s), the builder(s),
                the contractor(s), the subcontractor(s), the electrical contractor(s)
                and/or the supplier(s) are transferred to Vendee.
                

            


    

    To
      the
      extent that these claims cannot be deemed qualitative rights as referred to
      in
      Section 6:251 of the Civil Code, Vendor transfers these claims and the rights
      from premium savings schemes, guarantee schemes and certificates of guarantee,
      to the extent that said claims and rights are transferable and without having
      any obligation of indemnity.

    Vendor
      is
      also obliged to present to Vendee certificates of guarantee existing in respect
      of the Sold Property and to undertake every action necessary to have these
      certificates put into Vendee’s name.

    Risk

    Article
      3

    The
      risk
      of the Sold Property is transferred upon the signing of this instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Receipts
      and Charges

    Article
      4

    The
      receipts and charges of the Sold Property shall be for Vendee’s account as from
      the signing of this instrument.

     

    Contract
      of Sale

    Article
      5

    Unless
      otherwise provided in this instrument, that which has been agreed between Vendor
      and Vendee shall continue to apply between them.

    Specific
      obligations and restrictions

    In
      this
      matter reference is made to the provisions of the Deed of Transfer executed
      on
      the twenty-seventh of December nineteen hundred and ninety-nine before jhr. mr. A.P. van Lidth de
      Jeude, at that time civil-law notary practising in the municipality of
      Amsterdam, entered in the aforementioned registers on the twenty-eighth of
      December nineteen hundred and ninety-nine in volume 7130 number 25 in which
      the
      following, inter alia, is stated verbatim:

    “Obligations
      and
      restrictions

    Vendee
      has expressly accepted under the Contract of Sale those obligations and
      restrictions as referred to in Article 2, which are stated hereinafter:

    
      	
              -

            	
              appearing
                in the aforementioned headings 2315/124 and 2338/9, whereby the
                Municipality of Assen has transferred parcels of land and in which
                the
                following is stated verbatim: 

            


    

    
      	
               

            	
              under
                the General Conditions of Sale - to the extent that these conditions
                have
                not been amended or supplemented by this instrument – as have been
                established by deed, containing the General Conditions of Sale of
                Municipal Land, executed on the twenty-second of May nineteen hundred
                and
                sixty-three before me, civil-law notary, and a copy of which was
                registered at the mortgage registry office in Assen on the twenty-fourth
                of May nineteen hundred and sixty-three in volume 2166 number 15,
                of which
                Conditions of Sale the conditions in paragraphs 8 up to and including
                13
                must be stipulated on behalf of the Municipality of Assen on each
                sale of
                the Sold Property or establishment of real rights of use thereon,
                on pain
                of forfeiture of penalties as stated therein, the party appearing
                in
                paragraph II declaring that Vendee has received a printed copy of
                these
                General Conditions of Sale, is fully familiar with the content thereof
                and
                in all respects shall consider these conditions to have been included
                verbatim in this instrument; 

            


    

    
      	
              -

            	
              appearing
                in the aforementioned heading 2614/104, whereby the Municipality
                of Assen
                has transferred parcels of land and in which the following is stated
                verbatim: 

            


    

    
      	
               

            	
              A.

            	
              under
                the General Conditions of Sale - to the extent that these conditions
                have
                not been amended or supplemented by this instrument – as have been
                established by deed, containing the General Conditions of Sale of
                Municipal Land, executed on the twenty-second of February nineteen
                hundred
                and seventy-one before the aforementioned civil-law notary, G.J.
                de Jong
                Posthumus, and a copy of which was registered at the mortgage registry
                office in Assen on the twenty-third of February following in volume
                2521
                number 113, of which Conditions of Sale the conditions in paragraphs
                8 up
                to and including 15 must be stipulated on behalf of the Municipality
                of
                Assen on each sale of the Sold Property or establishment of real
                rights of
                use thereon, on pain of forfeiture of penalties as stated therein,
                the
                party appearing on behalf of the party on the other side declaring
                that
                the board of the aforementioned Pensioenfonds has received a printed
                copy
                of these General Conditions of Sale, is familiar with the content
                thereof
                and shall consider these conditions to have been included verbatim
                in this
                instrument; 

            


    

    
      	
               

            	
              B.

            	
              under
                the following specific conditions: 

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              1.

            	
              Vendee
                must continue and maintain the ditch located along the north side
                of the
                Sold Property under this instrument to the extent that it is part
                of the
                Sold Property; 

            


    

    
      	
               

            	
              2.

            	
              a
                pavement to be installed on the site of the mains may not consist
                of a
                closed paving; 

            


    

    
      	
               

            	
              3.

            	
              the
                drainage of the parking place to installed on the Sold Property must
                run
                in the direction of the Anreperdiep;


            


    

    
      	
               

            	
              Vendee
                must apply to the district Water Board [Waterschap] “Drentse Aa” for a
                permit to be allowed to have a connection to the Anreperdiep;
                

            


    

    
      	
               

            	
              4.

            	
              Vendee
                must lay out plants on site along the Anreperdiep in consultation
                with the
                director of the Parks and Public Gardens Department [Bossen en Plantsoenen
                Dienst] of the Municipality of Assen;


            


    

    
      	
               

            	
              5.

            	
              contrary
                to the provisions of point 1 of the aforementioned General Conditions
                of
                Sale, the land is transferred in the condition in which it was at
                the time
                it was put to use; 

            


    

    
      	
               

            	
              6.

            	
              in
                addition to the provisions of Article 16 of the aforementioned General
                Conditions of Sale, the interest rate is set at eight.
                

            


    

    
      	
               

            	
              7.

            	
              In
                the event of breach of or non-compliance with the aforementioned
                provisions of paragraphs 1 to 4 inclusive, the penalty clause stated
                in
                Article 15 c of the aforementioned General Conditions of Sale shall
                also
                apply. 

            


    

    
      	
               

            	
              8.

            	
              (cancelled,
                as is evident from a Deed of Transfer by the Municipality of Assen
                to the
                Stichting bedrijfspensioenfonds voor de Landbouw, executed on the
                twenty-sixth of October nineteen hundred and seventy-eight, registered
                in
                volume 3257 number 25); 

            


    

    
      	
               

            	
              In
                respect of known easements, reference is made to a Deed of Establishment
                of Easements executed on the fourth of May nineteen hundred and
                seventy-two before the aforementioned civil-law notary G.J. de Jong
                Posthumus - , registered at the mortgage registry office in Assen
                on the
                fourth of May nineteen hundred and seventy-two, in volume 2594 number
                107,
                in which it is stated, inter alia: 

            


    

    
      	
               

            	
              “the
                easement of right of way, including the right of transport of materials
                for the gas supply, to be exercised in the manner as indicated in
                crosshatching in the site plan attached to this instrument, is hereby
                established on behalf of the parcel owned by the public limited liability
                company [naamloze vennootschap] N.V. Regas (Regionaal Gasbedrijf
                Assen en
                Omstreken ), cadastral reference Municipality of Assen section R
                number
                467 and on the parcel belonging to the Municipality of Assen, cadastral
                reference Municipality of Assen section R number 473.”
                

            


    

    
      	
              -

            	
              appearing
                in the aforementioned headings 3257/25, whereby the Municipality
                of Assen
                has transferred parcels of land and in which the following is stated
                verbatim: 

            


    

    
      	
               

            	
              B.

            	
              under
                the General Conditions of Sale - to the extent that these conditions
                have
                not been amended or supplemented by this instrument and to the extent
                that
                these General Conditions of Sale can apply to the present transfer
– as
                have been established by deed, containing the General Conditions
                of Sale
                of Municipal Land, executed on the eleventh of November nineteen
                hundred
                and seventy-seven before me, civil-law notary, and a copy of which
                was
                registered at the mortgage registry office in Assen on the fourteenth
                of
                November following in volume 3143 number 91, of which Conditions
                of Sale
                the conditions in paragraphs 8, 9, 11 up to and including 14 and
                17 up to
                and including 19 must be stipulated on behalf of the Municipality
                of Assen
                on each sale of the Sold Property or establishment of real rights
                of use
                thereon, on pain of forfeiture of penalties as stated therein, the
                party
                appearing in paragraph 2 declaring that the board of the aforementioned
                Pensioenfonds has received a printed copy of these General Conditions
                of
                Sale, is fully familiar with the content thereof and shall consider
                these
                conditions to have been included verbatim in this instrument;
                

            


    

    
      	
               

            	
              B.

            	
              under
                the following specific conditions: 

            


    

    
      	
               

            	
              1.

            	
              contrary
                to the relevant provisions of Article 1 of the aforementioned General
                Conditions of Sale, the land is transferred in its current condition;
                

            


    

    
      	
               

            	
              2.

            	
              the
                rate, referred to in Article 20 of the aforementioned General Conditions
                of Sale amounts to ten. 

            


    

    
      	
              -

            	
              appearing
                in the aforementioned heading 4012 number 37, whereby the Municipality
                of
                Assen has transferred parcels of land and in which the following
                is stated
                verbatim: 

            


    

    
      	
               

            	
              The
                General Conditions of Sale apply to the parcel transferred by the
                Municipality of Assen - to the extent that these General Conditions
                of
                Sale can apply to the present transfer – as have been established by deed,
                containing the General Conditions of Sale of Municipal Land executed
                on
                the tenth of March nineteen hundred and eighty before me, civil-law
                notary, and a copy of which was registered at the mortgage registry
                office
                in Assen on the same day in volume 3410 number 29, of which Conditions
                of
                Sale the conditions in paragraphs 5, 9, 15 up to and including 22,
                as well
                as 24, 25 and 26 must be stipulated on behalf of the Municipality
                of Assen
                on each sale of the Sold Property or establishment of real rights
                of use
                thereon, as a result of which the use is acquired, or, inter alia
                in the
                case of sale in accordance with the provisions of Section 1223 (2)
                of the
                Civil Code, can be acquired, on pain of forfeiture of penalties as
                stated
                therein. 

            


    

    
      	
               

            	
              The
                party appearing in paragraph 2 declaring further that the Stichting
                has
                received a printed copy of the aforementioned General Conditions
                of Sale,
                is familiar with the content thereof and shall consider the aforementioned
                General Conditions to have been included verbatim in this instrument;
                

            


    

    Furthermore,
      Vendee has accepted those obligations and restrictions which are, for that
      matter, stated in the title deeds of Vendor and have not been included here
      verbatim, but which are not onerous for Vendee either.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    A
      copy of the aforementioned General Conditions of Sale is attached to the present
      instrument and said conditions are deemed to have been quoted verbatim.

    To
      the extent that the aforementioned provisions contain obligations that Vendor
      is
      obliged to impose on Vendee, it hereby does so and Vendee hereby accepts
      said.

    To
      the extent that this involves rights that have been stipulated on behalf of
      third parties, Vendor hereby accepts these rights as well on behalf of the
      Municipality of Assen.”

    Vendee
      has expressly accepted the quoted obligations and restrictions on the signing
      of
      the Contract of Sale.

    To
      the
      extent that the aforementioned provisions contain obligations that Vendor is
      obliged to impose on Vendee, it hereby does so and Vendee hereby accepts
      said.

    To
      the
      extent that this involves rights that have been stipulated on behalf of third
      parties, Vendor also hereby accepts these rights on behalf of the Municipality
      of Assen.

    Exclusion
      of Rescission

    Vendee
      and Vendor expressly waive the right to seek rescission of this sale and the
      transfer.

    Conditions
      Subsequent

    All
      conditions subsequent, which have been agreed, have now been fulfilled. Neither
      Vendor nor Vendee may still invoke a condition subsequent in respect of this
      sale and transfer.

    Power
      of Attorney for Cancellation of Mortgage Registrations

    Vendor
      and Vendee hereby grant irrevocable power of attorney to each of the persons
      employed at the offices of Loyens & Loeff N.V., each separately and with the
      right of substitution, to provide all assistance, on behalf of each of them,
      in
      cancelling the mortgage registration(s) in respect of the registered property
      of
      Vendor and to accept therefor the relinquishment by the mortgagee(s) and to
      authorise the Custodian of the Land and Public Registers to effect the
      cancellation.

    Final
      Declarations

    Vendee
      declares to have received a copy of the current lease contracts.

    Vendor
      and Vendee further declare:

    
      	
              1.

            	
              to
                further directly settle among the parties the charges stated by Vendor
                after execution of the present instrument on the basis of the last-known
                current assessments, and namely in such a way that Vendor shall attend
                to
                payment of the assessments that have not yet been imposed, whereas
                after
                receipt of the assessments for the current period, the parties shall
                make
                a further settlement with one another if required. In this context
                the
                parties declare to expressly deviate from the provisions of Section
                7:26
                (3) of the Civil Code; 

            


    

    
      	
              2.

            	
              to
                further directly settle among the parties and/or to transfer the
                rents
                after execution of the present instrument. In this context the parties
                declare to expressly deviate from the provisions of Section 7:26(3)
                of the
                Civil Code; 

            


    

    
      	
              3.

            	
              Vendor
                has granted Vendee a - transferable - lease guarantee, a copy of
                which has
                been attached to this instrument (Appendix).
                

            


    

    Choice
      of Domicile

    Vendor
      and Vendee expressly declare that for the purpose of execution of this
      instrument and for matters concerning the transfer tax they elect domicile
      at
      the offices of the custodian of the original of this instrument, at present
      at
      the address Fred. Roeskestraat 100, 1076 ED Amsterdam.

    Powers
      of Attorney

    The
      granting of the power of attorney to the party in paragraph 1 is evidenced
      by a
      notarial instrument containing a power of attorney, executed on the twenty-first
      of November two thousand before civil-law notary jhr. mr. A.P. van Lidth de
      Jeude, at that time civil-law notary practising in the municipality of
      Amsterdam.

    Conclusion

    The
      parties are known to me, civil-law notary.

    This
      instrument was executed in Amsterdam on the date stated in the heading of this
      instrument.

    The
      contents of this instrument were stated in substance and clarified to the
      parties appearing.

    The
      parties appearing declared that they did not desire the instrument to be read
      out in full, that they had taken cognisance of the instrument in good time
      before the execution and agreed to the contents.

    This
      instrument was partially read out and immediately signed thereafter, first
      by
      the parties appearing and then by me, civil-law notary, at fourteen hours and
      fifty-nine minutes.