Debt Advisory

Article 1

Definitions
1.1 In these General Terms and Conditions the following expressions have the following meanings:
CBRE: CB Richard Ellis Financial Services B.V., having its registered office in Amsterdam, as well as any legal person(s) and partnership(s) with which it is united in a group as referred to in article 2:24b of the Dutch Civil Code (Burgerlijk Wetboek);
Client: CBRE’s opposite party in the Assignment;
Parties: CBRE and Client;
Assignment: The agreement(s) of assignment as set out in Article 3 of these Terms;
Engagement Letter: The document, in which the contents of the Assignment are set out;
Assignment confirmation: The receipt by CBRE of the Engagement Letter signed by the Client;
Terms: The provisions as set out in these General Terms and Conditions;
Fee: The fee payable to CBRE by the Client for the execution of the Assignment by CBRE.

Article 2

Applicability
2.1 These Terms govern the Assignments, any supplementary or follow-up assignments and govern all related (legal) acts by CBRE and agreements between Parties, unless otherwise provided by the Engagement Letter.
2.2 The applicability of terms or stipulations by the Client deviating from these Terms is hereby expressly dismissed by CBRE.
2.3 The General Terms and Conditions drawn up in the Dutch language shall prevail over the General Terms and Conditions drawn up in the English language or in any other language.

Article 3

Assignment
3.1 An Assignment means: the agreement as set out in the Engagement Letter and these Terms.
3.2 The Assignment shall be concluded:
a) upon receipt by CBRE of the signed Assignment confirmation; or
b) as soon as CBRE has commenced execution of the Assignment at the Client’s request.

Article 4

Execution of the Assignment
4.1 Solely CBRE shall operate as contracting agent vis-à-vis the Client. Articles 404 and 407(2) of Book 7 of the Dutch Civil Code shall not be applicable.
4.2 CBRE executes the Assignment it has accepted to the best of its knowledge and abilities with due observance of the Client’s justified interests. Achieving the intended result is not guaranteed by CBRE.
4.3 For the duration of the Assignment the Client shall refrain from activities that could obstruct and/or prevent proper execution of the Assignment.
4.4 In the execution of the Assignment CBRE is entitled to engage the services of other (legal) persons. In engaging third parties CBRE shall exercise due care. Any failure of such other (legal) person may not be attributed to CBRE.
4.5 The Client is required to give its full cooperation to CBRE and to timely provide all information and documentation that are, or could be, required for the proper and expedient execution of the Assignment at CBRE first request.
4.6 The Client is responsible for and represents the accuracy, completeness and reliability of the information and documentation provided to CBRE, also in the event that they originate from or are
acquired through third parties on its behalf.
4.7 The Client undertakes to inform CBRE without delay of any facts and circumstances that might be relevant for the proper execution of the Assignment.
4.8 The Client is liable for any additional costs CBRE made as a result of the Client’s failure to provide CBRE (timely) with information and documentation as set out above.

Article 5

Termination of the Assignment
5.1 The Assignment ends by expiry of the period for which the Assignment has been accepted or by completion of the Assignment.
5.2 Without prejudice to the preceding, either party is authorised to terminate the Assignment by written notice of termination with immediate effect due to compelling reasons, including inter alia a breach by the other party in the performance of its obligations arising from the Assignment, a
serious disturbance of the relationship between the Parties, as well as the other party’s suspension of payments or bankruptcy.
5.3 If the Client terminates the Assignment during the period for which the Assignment has been accepted, the Client shall be liable for the Fee, and all costs CBRE incurs as a result of such termination, unless the termination of the assignment is the result of gross negligence or wilful
misconduct of CBRE or parties have agreed otherwise.
5.4 Upon termination of the Assignment, Parties shall immediately return all goods, objects, information and documentation belonging to the other party.

Article 6

Fee
6.1 Unless provided otherwise by the Engagement Letter, the Fee and additional costs are to be increased with turnover tax.
6.2 The amount of the Fee and/or the basis for calculation of the Fee if the Fee is conditional on the execution of the Assignment will be laid down by CBRE in the Engagement Letter.
6.3 In the event it is impossible to determine the Fee in accordance with the provisions contained in the Engagement Letter, CBRE may determine the Fee shall be in accordance with market practice.
6.4 In the event the nature of the concluded agreement deviates from the Assignment and no further agreements have been made in advance about the size of the Fee, CBRE may determine the Fee based on generally accepted principles.

Article 7

Payment
7.1 If an Assignment is provided by more than one Client, each of them shall be jointly and severally liable for all of their obligations towards CBRE arising from or related to the Assignment.
7.2 Subject to stipulations to the contrary in these Terms or if the Client and CBRE agreed otherwise in the Engagement Letter, claims against the Client on account of any Fee due shall become immediately payable upon completion or termination of the Assignment.
7.3 All amounts charged to the Client must be paid without discount, setoff or deductions within 14 days of the date of invoice. The Client is not entitled to suspend any payment obligation towards CBRE.
7.4 Failing timely performance of its payment obligations towards CBRE the Client shall be in default without a further notice of demand or notice of default. In that case all claims of CBRE against the Client, on whatever account, shall become immediately payable.
7.5 For each occasion when the Client is in default with the timely payment of the Fee and/or additional costs, the Client shall be liable for interest of 2 % per month on the principal amount due, from the date when the Fee and/or additional costs became due until the date when the principal amount is paid in full. In this context part of a month shall be considered as a whole month, such without prejudice to the right of Statutory interest. Furthermore, the Client shall reimburse CBRE for the judicial and extrajudicial costs of collection. These costs are hereby fixed at not less than 15 % of the amount due with a minimum of EURO 250.
7.6 Payments by the Client firstly go to reduce judicial and extra judicial costs of collection, secondly the interest due and finally the Fee and/or additional costs due.
7.7 The Client shall immediately provide sufficient security at the first written request by CBRE in the event CBRE is of the opinion that the Client’s financial position and/or payment performance requires such action. If the Client fails to furnish such security, CBRE is entitled, without
prejudice to its other rights, to immediately suspend the execution of the Assignment.

Article 8

Complaints
8.1 The Client shall notify CBRE in writing of complaints relating to the services rendered out and/or the invoiced amount within 30 days of the date Client could have known of the shortcoming or within 30 days of the discovery of the shortcoming, if the Client proves that the shortcoming could not have reasonably been discovered previously.

Article 9

Liability and indemnification
9.1 Except in the event of gross negligence or wilful misconduct by CBRE, all liability of CBRE suffered by the Client in connection with the Assignment is hereby excluded. In the event of wilful misconduct or gross negligence, the Client shall be entitled to compensation for the entire
damage sustained by the Client that is, by law, a consequence of an event or series of connected events for which CBRE is liable by law:
a. where CBRE has any insurance coverage for such damages, not to exceed an amount equal to the insurance payment to be received by CBRE plus the excess payable by CBRE under such insurance;
b. where CBRE does not have insurance coverage for such damages at all, not to exceed an amount of the Fee with a maximum of EUR 450,000.
9.2 Unless the loss and damage is caused by gross negligence or wilful misconduct of CBRE, the Client shall indemnify CBRE and/or any (legal) persons engaged by CBRE against any and all claims of third parties on whatever account in connection with or arising from the Assignment.
9.3 CBRE is not liable for any damage due to errors resulting from incorrect or incomplete information or documentation provided by the Client or on behalf of Client.

Article 10

Expiry periods
10.1 Unless otherwise provided in the Assignment, rights of action and other powers enjoyed by the Client for whatever reason vis-à-vis the Client shall lapse in any event one year after the Client could have reasonably discover the shortcoming leading to the Client’s entitlement to invoke these rights vis-à-vis the Client.

Article 11

Confidentiality
11.1 The Client shall not inform third parties in any way about, or make available to third parties, the information and/or documentation provided by CBRE, such as the content of the Engagement Letter, reports, recommendations, unless such disclosure is required pursuant to any domestic or international statutory provision, regulation or other rule (including rules of professional practice).
11.2 CBRE shall not inform third parties in any way about, or make available to third parties, the information and/or documentation provided by the Client unless:
a) it is required to do so pursuant to any domestic or international statutory provision, regulation or other rule (including rules of professional practice); or
b) the disclosure or provision is required in connection with the execution of the Assignment.
11.3 CBRE is entitled to disclose the Client’s name and the main aspects of the services rendered to its business relations.
11.4 Parties shall impose their obligations on the ground of this Clause on any third party that they engage.

Article 12

Assignment
12.1 The Client is not permitted, without CBRE’s prior written consent, to assign any right and/or obligation with regard to the Assignment to third parties.
12.2 In the event the Client has assigned any right or obligation to a third party, the Client and such third party shall be jointly and severally liable for all corresponding obligations towards CBRE, unless Parties have agreed otherwise.

Article 13

Prohibition against recruitment
13.1 Without CBRE’s written consent, the Client shall refrain itself from employing CBRE’s employees who are or were involved by the execution of the Assignment or conducting any negotiations in such respect, during the execution of the Assignment up and until one year upon the
termination of the Assignment, the Client shall not be permitted to employ persons who are or were involved in the execution of the Assignment on behalf of CBRE or conduct any negotiations with these persons about employment.
13.2 If the Client acts in breach of the provisions contained in this clause, it shall forfeit an immediately payable penalty, equal to six times the gross monthly salary that the employee in question most recently earned at CBRE, increased by the amount of EUR 5,000 for each week the breach continues; which increase shall be limited to six times the gross monthly salary that the employee in question most recently earned at CBRE. The Client shall reimburse the costs that CBRE incurs in order to recruit a new employee. In addition the Client shall reimburse CBRE for all costs relating to the recruitments of a new employee.

Article 14

Intellectual property
14.1 CBRE reserves all rights and trademarks with regard to property and other proprietary rights, including but not limited to patents, copyrights and trademarks, with regard to all products and other materials which bear a direct relation to, or are produced or prepared within, the framework of the Assignment.
14.2 It is explicitely prohibited for Client to duplicate, disclose or exploit such products, documentation and/or materials, including computer programs, system designs, working methods, recommendations, models, techniques, instruments, Assignments (including model Assignments), unless the Client has obtained prior written consent from CBRE to do so. The Client has the right to reproduce the written documents for use within its own organisation where this is in line with the purpose of the Assignment.The foregoing provision shall apply accordingly in the event of premature termination.

Article 15

Applicable law and disputes
15.1 The Assignment is governed by Dutch law.
15.2 Any disputes between the Client and CBRE arising from or related with the Assignment including disputes about the Fee, costs and performance of the Client’s payment obligations towards CBRE, shall be submitted to the competent court of Amsterdam.

Amsterdam, August 2008