General conditions

The General Terms and Conditions governing the services to be provided by or on behalf of the public limited company Loyens & Loeff N.V., hereinafter to be referred to as 'Loyens & Loeff'.

1. The relation between the Client and Loyens & Loeff shall be governed entirely by the law of the Netherlands.

2. Solely Loyens & Loeff 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. The person who is directly or indirectly a shareholder of Loyens & Loeff and who carries out professional work on behalf of Loyens & Loeff shall be referred to by Loyens & Loeff as "partner", in accordance with general professional practice. When performing his professional work, the herein referred to person will be acting solely at the expense and risk of Loyens & Loeff.

3. Loyens & Loeff shall be obliged to exercise the due care that, in the given circumstances, may reasonably be expected from it with respect to the services provided by or on its behalf. Achieving the intended result is not guaranteed by Loyens & Loeff.

4. When carrying out an assignment, Loyens & Loeff may involve one or more persons that are not, whether directly or indirectly, connected with Loyens & Loeff. Any failure of such person may be attributed to Loyens & Loeff, only if the Client proves that Loyens & Loeff did not act with due care when choosing such person.

5. The Client shall allow that Loyens & Loeff and the persons involved in carrying out an assignment by or on behalf of Loyens & Loeff share information relating to the Client and an assignment awarded by the Client with other persons connected with Loyens & Loeff, to the extent required or useful for the purposes of client relation management.

6.1. The Client shall be entitled to compensation for the entire damages sustained by the Client that is, by law, a consequence of an event or series of connected events for which Loyens & Loeff is liable by law:
a. where Loyens & Loeff has any insurance coverage for such damages, not to exceed an amount equal to the insurance payment to be received by Loyens & Loeff plus the excess payable by Loyens & Loeff under such insurance;
b. where Loyens & Loeff does not have insurance coverage for such damages at all, not to exceed an amount of EUR 450,000.

6.2. Without prejudicing the provisions set forth in Article 89 of Book 6 of the Dutch Civil Code, the right to compensation for damages shall at any rate terminate twelve months after the occurrence of the event that caused, whether directly or indirectly, the damages for which Loyens & Loeff is liable.

6.3. The provisions set forth in the two foregoing paragraphs shall also apply, if the Client claims compensation for damages on the grounds of a right taken over or acquired from a third party.

6.4 In the event that one or more third parties should claim from Loyens & Loeff compensation for damages they sustained in connection with services provided by or on behalf of Loyens & Loeff to the Client, the latter shall indemnify Loyens & Loeff against such claim or claims and additional costs, insofar as Loyens & Loeff should have to pay to the third party or parties compensation in excess of the compensation Loyens & Loeff would have had to pay to the Client if the Client had claimed compensation from Loyens & Loeff for the damages sustained by such third party or parties.

6.5 Compensation for damages from Loyens & Loeff in connection with services provided to the Client by or on behalf of Loyens & Loeff, the damages sustained by the Client shall not qualify for compensation insofar as the amount of the claim to be paid to the Client would, as such or after having been increased by the amount of the claim to be paid to the third party or parties, be in excess of the maximum amount provided in Article 6.1 under (a) or (b).

7. The General Terms and Conditions may also be invoked by those natural persons or legal entities that are involved, whether directly or indirectly, in any manner whatsoever for the services provided by or on behalf of Loyens & Loeff.

8. The General Terms and Conditions shall also be applicable to any supplementary or follow-up assignments.

9. The District Court of Rotterdam shall have exclusive jurisdiction over any disputes between the Client and Loyens & Loeff, on the understanding that Loyens & Loeff shall continue to have power to take legal action against the Client in a court of law that would have had jurisdiction over disputes between the Client and Loyens & Loeff if the above nomination of jurisdiction had not been made.

10. 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.

Deposited with the Registry of the Rotterdam District Court on 20 October 2006 under number 90/2006