For the attention of Mr Marius Kohl

Administration des Contributions Directes Bureau d'lmposition Soci6te VI 18, Rue du Fort Wedell L-2982 Luxembourg

28 November 2008

Quilvcst

Quilvest S.A. - 1950 40 000 12 Quilvest European Partners SI CAR SA Lux Rep S.a r.l. - to be incorporated Lux Direct Rep S.a r.1. - to be incorporated

References: AEJE/SELL/Ql 71 08001 M-FYHS

Project QS REP

Dear Mr Kohl,

PricewnterhouscCoopcrs

Societc a rcsponsabililc timitcc

Rcviscur d'cntrcpriscs

400, route d'Esch

B.P. 1443

L-1014 Luxembourg

Telephone +352 494848-1

Facsimile+ 352 494848-2900

www.pwc.com/lu

info@ lu.pwc.com

At the request of the above-mentioned client, we are pleased to submit for your review and approval our analysis of the transactions described below. Alternatively, we would be pleased to receive your written comments on this restructuring.

A Description of the transactions

1. The Quilvest Group contemplates to set-up a Luxembourg investment structure dedicated to private equity real estate investments. The tax consequences of this structure are described in the present letter.

2. Quilvest Group is considering investing in new real estate funds through "QS REP", a Societe en Commandite par Actions to be incorporated under the laws of the Grand-Duchy of Luxembourg as a Fonds d'investissement specialise ("SJF"). Application to the CSSF has been made so as to be authorized under the Luxembourg law of February 13, 2007 relating to specialized investment funds.

3. QS REP is managed by QS REP Sarl a Luxembourg resident company in its function of General Partner.

R.C.S. Luxembourg B 65 477 · TVA LUI 7564447

4. A carried interest vehicle is incorporated as a Societe d'Investissement a Capital a Risque, i.e. Quilvest European Partners SfCAR ("QEP").

5. For your information, you will find attached to this letter a brief description of the Quilvest Group (Appendix 1), a description of the restrncturing steps for "Project QSREP" (Appendix 2) and a description of the final structure (Appendix 3) after the project.

B Applicable Luxembourg tax regime

B.1 Tax residency of QEP, QS REP Sari, LuxCo 1 and LuxCo 2

6. QEP, QS REP Sarl, Lux Rep S.a r.l. (hereafter referred to as "LuxCo l ") and Lux Direct Rep S.a r.I. (hereafter referred to as "LuxCo 2") have been or will be incorporated under the form of a Societe a Responsabilite Limitee.

They will all have their registered office and their place of effective management in Luxembourg.

The shareholder's meetings as well as the meetings of the Managing directors of QEP, QS REP Sarl, LuxCo I and LuxCo 2 will be held physically in Luxembourg on a regular basis. Moreover, their accounting and archives will also be kept in Luxembourg.

As a result, QEP, QS REP Sarl, Lux Co 1 and Lux Co 2 will be considered as Luxembourg tax residents, in accordance with Article 159 of the Luxembourg income tax Jaw (hereinafter referred to as "LITL"). They will also be regarded as tax resident in Luxembourg, in accordance with the double tax treaties concluded by Luxembourg (Appendix 4).

For your information, a copy of the articles of association of QEP, QS REP Sari, LuxCo l and LuxCo 2 will be available upon request.

Consequently, a tax residency certificate could be issued upon request in the future for these companies.

(3)

8.2 Tax treatment applicable to Q EP under the Luxembourg SICAR regime

7. A SICAR is fully liable to Corporate Income Tax ("CIT") and Municipal Business Tax ("MBT") at the current rate of 29.63%. I lowever, income arising from securities held by QEP as well as any income arising from the sale, contribution or liquidation of such securities does not constitute taxable income in accordance with Article 34 (2) of the Law dated 15 June 2004. Based on the Parliamentary documents, the term "securities" does encompass shares, bonds and other debt instruments, as well as all kinds of negotiable instruments, conferring the right to acquire shares and bonds, such as warrant or options'.

8. In this respect, as the shares held by QEP in QSREP arc securities within the meaning of the Law, dividends distributed by this funds to QEP will be tax exempt in Luxembourg.

9. The capital gains realized by QEP upon the disposal of the shares in QSREP will be tax exempt in Luxembourg based on article 34 (2) of the Law.

B.3 Profit Participating Loans

l 0. Further to the restructuring, the new Real Estate investments will be financed by Profit Participating Loans (PPLI and PPL2, together referred to as "PPLs") which will be set up in the form of a master facility agreements (sec Appendix S for principal terms of the PPLs).

11. All PPLs will be qualified as debt for both income taxes purposes and net wealth tax purposes, and interest thereon will be fully tax deductible (including the variable interest clement) subject to article 166 (5) of Luxembourg Income Tax Law (see our technical tax analysis on the tax regime applicable to PP Ls in Appendix 6). LuxCo 1 and LuxCo 2 will be in an overall connected funding position with respect to both their equity investment in Real Estate Fund and their debt investment financed by the PPLs. As a consequence, all the financing activities of the LuxCo 1 and LuxCo 2 will fall outside 'the calculation of the 85: 15 debt-to-equity ratio and no interest thereon will be reclassified as a deemed dividend.

12. Interest payments under the PP Ls will not be subject to the withholding tax on distJibutions (neither on the ground of article 146 ( 1) 3 LlTL nor of article 146 (1) 2 LITL).

I Bill n°5201dated23 September 2003, p. 21.

(4)

13. Considering the amounts involved and the risk profile, the taxable profit realized by the LuxCo 1 in relation to its financial activities will be considered as appropriate and acceptable with respect to transfer pricing policy and articles 56 and 164 (3) LITL insofar as it represents at least a 0.125% margin per annum of the aggregate outstanding amount of the PPL (minimum taxable margin). Foreign withholding taxes suffered, if any, will be included as an expense for the computation of the variable interest. Such withholding taxes will be deductible for tax purpose as well and no tax credit will be deducted from the tax liability on the above margin.

B.4 Participation exemption regime

14. In the view of its participation in the Real Estate funds, LuxCo 2 may enjoy a tax exemption on dividend and capital gains provided that the conditions as set forth by article 166 LITL and the Grand Ducal Regulation dated of 21 December 2001 are met.

Additionally, the said stakes held by LuxCo 2 may also be exempt from net wealth tax to the extent the conditions of paragraph 60 of the Property and Securities Valuation Act are met.

(5)

We respectfully request that you confinn the tax treatment of the situation described above or that you provide us with your remarks, if any.

We remain at your disposal should you need any further information and would like to thank you for the attention that you will give to our request.

Yours sincerely,

Alexandre Jaumotte Partner

Frede ique-Audrey Hakkens Senio dvisor

Appendices: Appendix 1: Appendix 2: Appendix 3: Appendix 4: Appendix 5: Appendix 6:

Description of Quilvest Group Restructuring steps for Project QS REP Final chart structure Tax residency of QEP, QS REP Sari, LuxCo 1 and LuxCo 2 PP Ls - Principal terms PP Ls - Detailed tax treatment

For approval

Le prepose du bureau d 'impositio11 Societes 6 Mari s Koll/

Luxembourg, le _ 5 DEC. ZOOB

711is tax agreement is based on the facts as presented to PricewaterhouseCoopers Sari as at the date the advice was given. The agreement is dependent on specific facts and circumstance.\· and may not be appropriate to any party other than the one for which ii was prepared. This tax agreement was prepared with only the interests of Qui/vest S.A .. in mind, and }Vas not planned or carried out in contemplation of any use by any other party. PricewaterhouseCoopers Sar(, its partners, employees and or agents, neither owe nor accept any duty of care ur any responsibility to d(IY other party, whether in contract or in tort (including without /imitation, negligence or breach of statutory duty) however arising, and shall not be liable in respect of any loss, damage or exp ense of whatever nature which is caused to any other party.

(6)

Appendix 1

Description of Quilvest group

1. Quilvest Group is a Pan-European private equity group with a significant presence in Luxembourg investing in the main global investment markets (the United States, Western Europe, Latin America, the Middle East and Asia). Its two core business areas are wealth management and private equity.

The top holding company of the Quilvest Group is a Luxembourg "billionaire" holding company, Quilvest S.A., which is listed on the Luxembourg Stock Exchange.

The Group has been created more then 100 years ago by Otto Peter Bemberg, and has been managed since then by six successive generations of his heirs.

It has seven worldwide offices located in Luxembourg, New York, Paris, London and Zurich, Dubai and Montevideo. Quilvest Group has a strong substance in Luxembourg and has offices located at: 84, Grand-rue, L-2011 Luxembourg.

2. As at today, the Group manages over USD 10 billion of assets on behalf of its shareholders and clients.

(7)

fJR/cEWAIERJ--JousE[roPERS I Appendix 2

Restructuring steps for Project QSREP

Step 1: QS REP is set up.

Step 2: QS REP incorporates a new Luxembourg company: LuxCo 1 and grants a master facility agreement to Lux Co 1 ("PPLl ").

Step 3: LuxCo 1 incorporates a new Luxembourg company, i.e. LuxCo 2, and grants a master facility agreement to LuxCo 2 ("PPL2) to finance the acquisition of Real Estate Funds.

(8)

Final Chart structure

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(9)

Appendix 4

Luxembourg tax residency of QEP, QS REP Sari, LuxCo 1 and LuxCo 2

I. Based on atticle 159 LITL, a company is treated as a tax resident in Luxembourg provided that ei ther its registered office or its principal establishment is located in Luxembourg. Under double tax treaties signed with Luxembourg, the tie-breaker rules of the tax treaties generally provide that the power to tax such company is allocated to the State where the company has its place of effective management.

2. All board meetings and most of the shareholders' meetings of the companies will be physically held in Luxembourg. All corporate secretarial records will be kept in Luxembourg, subject to any specific requirements. Regular meetings in Luxembourg through which all the important and strategic decisions arc taken will physically be made in Luxembourg. Based on the above, QEP, QS REP Sari, LuxCo I and LuxCo 2 should be seen as effectively managed from Luxembourg and each should qualify as a Luxembourg tax resident companies. Should the need arise, a tax residence certificate could be obtained from your administration upon request.

(10)

Appendix 5

PPLs - Principal terms

(11)

PROFIT PARTICIPATING LOAN FACILITY AGREEMENT

between

[QSREP SICA V] As Lender

And

[SOPARFI l] S.flr.l.

As Borrower

dated 2008

Elvinger, I loss & Prussen 2, place Winston Churchill

B.P. 425 L-2014 Luxembourg

www.ehp.lu

Ell P Draft (2)

THIS PROFIT PARTICIPATING LOAN FACILITY AGREEMENT (the "Agreement") is made on 2008,

BY AND BETWEEN:

(1) [QSREP SICAV] with registered office at [ ... ], L- [ . .. ] Luxembourg and being registered with the Registre de Commerce et des Societes in Luxembourg under number B [ ... ](the "Lender")

and

(2) (SOPARFI l] S.ar.I., a societe a responsabilite limitee with registered office at[ ... ], L- [ ... ] Luxembourg and being reg1stered with the Registre de Commerce et des Societes in Luxembourg under number B [ ... ] (the "Borrower" or the "Company") [PLEASE PROVIDE SUGGESTED NAMES]

WHEREAS

(A) The Lender is the sole shareholder of the Borrower.

(B) The Bo1rnwer has requested the Lender to make available and the Lender has accepted to make available, the Loans under the present Facility in relation to the Investment.

THEREFORE it is agreed as follows between the parties,

CLAUSE 1. DEFINITIONS, INTERPRETATION

1.1. In this Agreement the following terms shall have the following meanings whenever used:

Accounts means the accounting statements prepared by the Company in relation to an Accrual Period being either annual accounts of the Company (if the relevant Accrual Period ends on [31 ~• December] 1) or interim accounts (if the relevant Accrual Period ends on another date).

1 Depending on the date chosen as the end of the financial year as defined in the Articles

Accrual Period an Initial Accrual Period, a Normal Accrual Period or a Detennined Accrual Period.

Adjusted Profit has the meaning ascribed to it in Clause 5.1.2.

Articles or Articles of means the articles of incorporation of the Borrower as m Incorporation effect from time to time.

Bottom PPL means the profit participating loan agreement concluded between the Borrower, as lender, and Luxco 2, as borrower.

Business Day means a day other than a Saturday or Sunday on which banks are open for nonnal banking business in Luxembourg-City.

Costs means any costs, charges, disbursements or expenses related to the Investment (including repayment by the 801TOwer of any debt incurred to manage the Investment) and any foreign exchange losses, and an amount corresponding to the pro rata portion of the Borrower's general overhead expenses as reasonably assessed by the Borrower in accordance with the Articles), and which have not been previously deducted (either pursuant to the present Agreement or otherwise).

Deferred Interest means any Interest accrued hereunder up to and including the Final Maturity Date unless (i) prepaid by the Borrower or (ii) paid by the Borrower upon request of the Lender in accordance with Clause 5 on the relevant Interest Payment Date.

Determined Accrual means an accrual period commencing the day immediately Period after the end of the previous Accrual Period and ending on the

date proposed by the Company and agreed to by the Lender (the Lender being deemed having agreed if the Lender has not objected in writing to the proposal within the 5 days from the date of the proposal) provided that the last Accrual Period of a given year shall always end on [31st December of that year J2.

Draw Down Date means with respect to each Loan the date such Loan is drawn down and borrowed by the Borrower.

Facility means the loan facility in the Maximum Amount made available by the Lender to the Borrower under this Agreement.

Final Maturity Date means the fifteenth (15) anniversary of the date hereof.

Fixed Interest Income means the fixed interest paid by Luxco 2 according to the

2 See footnote I

Fixed Interest to be Paid

Initial Accrual Period

Interest

Interest Payment Date

Investment

Liquidation

Loans

Luxco 2

Maximum Amount

Normal Accrual Period

N oticc of Draw down

Target Investment

3 See footnote 1

facility between the Company and Luxco 2.

means interest calculated as set out in Clause 5.1.1.

means in relation to a Loan, the period commencing on the relevant Draw Down Date and ending on the last day of December of the year of the relevant Draw Down Date (unless there has been prior to such date a Determined Accrual Period).

means the Fixed Interest to be Paid and the Variable Interest under this Facility and calculated in accordance with Clause 5 below.

means the date determined by the Lender for the payment of Interest and/or Deferred Interest.

Means the loans made available under the facility in the amount of [ 400],000,000 EUR to be granted by the Borrower as lender to Luxco 2, and which proceeds shall be used by Luxco 2 to fund the Target Investment as defined below.

means any voluntary or involuntary liquidation, insolvency, dissolution or winding up of the Borrower.

Means any amount drawn down by the Borrower under the Facility in accordance with Clause 4 of this Agreement.

means [SOP ARFI 2] a company incorporated by the Borrower w1der the laws of Luxembow-g, having its registered office at [ ... ] L-[ ... ] Luxembourg and registered with the Luxembourg trade and companies register under number B [ .. . ].

means [four hundred] millions Euro (EUR [ 400),000,000).

means each Accrual Period after the Initial Accrual Period and which is not a Detennined Accrual Petiod, being the period cmmnencing immediately after the end of the previous Accrual Period and ending on [31st December]3 of that year or, if earlier, on a Liquidation or the Final Maturity Date.

means a notice for a draw down under the present Facility substantially in the form set forth in Schedule 1.

Means each investment acquired or made directly by Luxco 2 in any entity or any of its direct or indirect subsidiaries or affiliates (including joint venture vehicules) or other assets or in relation to any thereof, including securities, loans and equity interests howsoever described and similar instruments

Taxes

Variable Interest

of any kind or description including but not limited to shares, debentures, warrants, or other debt or equi ty securities or interests in partnerships, whether by subscription, acquisition or by way of rights or bonus issues or otherwise, and including any replacement asset thereof (as well as cash held pending the making of any of the foregoing investments), arising from the total or partial disposal of such investment or held in escrow or otherwise in relation to any such investment, and each time (originally) financed through the Investment.

means any tax, charge, or duty (including without limitation transfer tax, stamp duty, registration tax, income tax, capital duty) to the extent they relate to the Investment and have not been previously deducted (either pursuant to the present Agreement or otherwise).

has the meaning ascribed to it in Clause 5. 1.2.

1.2. A reference to a company or other legal enti ty shall be construed so as to include any legal entity or entities into which such company may be merged by means of a statutory merger or into which it may be split up or demcrged, by means of a statutory split-up or demerger.

1.3. A reference to the singular includes a reference to the plural and vice versa and a reference to the masculine includes a reference to the feminine and neuter and vice versa.

1.4. A reference to "includes" or "including" means "including but without limiting the generality of the aforegoing".

1.5. A reference to a Recital, Schedule, Annex or Clause means a recital, schedule, annex or clause of tills Agreement unless expressly stated otherwise.

CLAUSE 2. FACILITY

2.1. The Lender makes available to the Borrower the Facility pursuant to the terms and conditions of this Agreement.

2.2. The Facility shall terminate, and all Loans thereunder shall be repaid, on the Final Maturity Date unless repaid earlier in accordance with this Agreement and in particular subject toClause 6 and Clause 7.

2.3. The Facility shall not constitute a silent partnership or similar venture between the Lender and the Borrower.

CLAUSE 3. USE OF PROCEEDS

3.1. The Borrower shall apply all the Loans to fund directly or indirectly the Investment (or part thereof).

3.2. The Lender shall not be obliged to verify or control the use of proceeds by the Borrower.

CLAUSE 4. DRA WDOWN

4.1. The Borrower is authorised to draw with the approval of the Lender, in compliance with the procedure set out below, one or more Loans up to the Maximum Amount in Euro (EUR) in an amount to be approved by the Lender at the time of the Loan.

4.2. Any Loan may be requested by the Borrower at anytime during the validity period of this Agreement.

4.3. At no time will the total of all Loans exceed the Maximum Amount.

4.4. The Borrower may request the making of a Loan by delivering not less than three (3) Business Days in Luxembourg before the proposed date for the making of such Loan to the Lender, a completed notice of drawdown ("Notice of Drawdown"), as set out in Schedule 1.

4.5. Each Notice of Drawdown delivered to the Lender pursuant to Clause 4.4 shall specify:

the number of Loans requested;

the Draw Down Date of each Loan requested;

the amount of each Loan requested;

the account to which the proceeds of the Loan are to be paid;

- the designation of each Loan (with a cross reference to the Investment and the Target Investment to be financed therewith).

4.6. The availability of the Loans is subject to the fulfilment of all conditions set out in this Agreement.

4.7. The remittance of the Loans by the Lender to the Borrower shall constitute approval by the Lender.

4.8. The Borrower shall keep a ledger either separately or through its accounting books as to Loans drawn down hereunder as well as repayments (if any) and payments of any Interest or Deferred Interest.

CLAUSE 5. INTEREST AND PROFIT PARTICIPATION

5.1. The Borrower shall pay Interest on each Interest Payment Date.

5.1.1 During each Accrual Period, Fixed Interest to be Paid shall accrue, pro rata temporis, on the Loans at a rate of 0.875 % per annum.

5.1.2 During each Accrual Period, variable interest shall, pro rata temporis, accrue in the amount equal to 100% of the net profits of the Borrower deriving from the Investment (the "Variable Interest") whether before or after the repayment of the principal of the Loans, before taxes and before deducting any interest to be paid with respect to the Loans, for each accounting reference period of the Borrower as reflected in the annual accounts of the Borrower (established in accordance with Luxembourg law and generally accepted accounting principles in Luxembourg) for statutory purposes ("Adjusted Profit") reduced by:

(a) deducting an amount equal to losses of the Borrower deriving from the Investments, computed in the same manner as Adjusted Profits, of the relevant accounting reference period of the Borrower and as carried forward from previous accounting reference period of Borrower but without double counting and not previously taken into account of in any computation of Adjusted Profits; and

(b) deducting an amount equal to the Fixed Interest Income on the Facility fo r the accounting year concerned;

Adjusted Profits shall always include to the extent they have been reflected in the accounts of the BoITower,

- all incomes, gains, losses, or expenses resulting from or relating to the acquisition, disposition or exchange of any of the Investments or liabilities pertaining thereto; a share of the total overhead expenses of the Borrower, such share being computed pro-rata to the book value of the Investments to the book value of all of the Borrower's assets at the end of the relevant accounting year;

- any provision (or reversal thereof) against the value of the Investments or income de1iving therefrom; and

- all foreign exchange gains or losses arising in connection with the Investments, including such gains or losses arising in connection with the Facility or its full or partial repayment.

5.2. Fixed Interest on the outstanding amount under each Loan shall accrue for each Accrual Period (being for the purpose hereof the Initial Accrual Period and each Normal Accrual Period) from the relevant Draw Down Date.

5.3. Subject to Clause 5.5 and Clause 7, the Borrower shall pay the Fixed Interest (subject to any withholding or deduction of any applicable taxes at the applicable rate), annually in arrears on each Interest Payment Date.

5.4. Subject to Clause? , Variable Interest for an Accrual Period shall be paid at the end of such Accrual Period on the basis of the Accounts and shall be payable (subject to any withholding or deduction of any applicable taxes at the applicable rate) on the relevant Interest Payment Date.

5.5. If prior to the Interest Payment Date the Borrower identifies that the cash flow position of the Borrower is such that no cash will be immediately available to the Borrower to

make all or part of any Interest payment falling due, the Lender and the Borrower shall agree in writing (such agreement not to be unreasonably withheld by the Lender) that the relevant Interest shall roll over to the next Interest Payment Date and such Interest shall be regarded as Deferred Interest. No Interest shall be charged on any balance of Deferred Interest.

CLAUSE 6. REPAYMENT, PREPAYMENT

6.1. The Facility shall terminate, and the outstanding Loans, together with all accrued and unpaid Interest thereon, shall be repaid by the Borrower, subject to Clause 7, on whichever shall first occur of:

(i) the Final Maturity Date; and

(ii) the Liquidation of the Borrower;

PROVIDED nothing in this clause shall prevent the Borrower from prepaying the Loans in whole or in part at any time in accordance with Clause 6.2 hereafter.

6.2. Prepayment on Disposal

6.2. l. In the event of the disposal by the Borrower by way of sale or otherwise of all of its interest (directly or indirectly) in the Investment and Target Investment or in case of a prepayment to the Borrower of the entire Investment, the Facility shall terminate and the outstanding Loans (and any outstanding Interest or Deferred Interest relating thereto) shall be repaid by the Borrower, subject to Clause 7 , as soon as practicable thereafter.

6.2.2. If, prior to the Facility tenninating, part (but not all) of the Borrower's interest (directly or indirectly) in the Investment and Target Investment is disposed of by the Borrower (i) by way of sale or otherwise or part of the Investment and Target Investment is prepaid to the Borrower, (each time the "Disposed Portion") and (ii) if (and to the extent) the Investment constituting such Disposed Portion had been financed through all or part of a Loan, the Borrower shall prepay a portion of such Loan equal to the lesser of (a) the pro rata portion of such Loan which was used to finance the Disposed Portion, calculated as a percentage of the aggregate amount of such Loan, and (b) the maximum portion of such Loan which may be prepaid with the net proceeds received (and not restricted through escrow or similar arrangements) by the Borrower for such Disposed Portion. The Borrower shall prepay the requisite amount of the relevant Loan as soon as practicable following the receipt of proceeds from (or for) the Disposed Portion.

CLAUSE 7. LIMITED RECOURSE

Notwithstanding anything herein or otherwise to the contrary, the Lender acknowledges and agrees that any recourse the Lender may have to the Borrower with respect to (i) the principal due under any Loan shall be limited to the principal amount of such part of Investment

financed through such Loan and (ii) with respect to any Interest due under any Loan shall be limited to the [nvestment income relating to an Investment financed through such Loan, and the Lender will have no recourse to any other assets of the Borrower which are not related to the relevant Investment or as the case may be, the relevant Investment income.

Any rights of the Lender (including payment rights) shall be fully satisfied and the Lender shall have no further rights against the Borrower on Liquidation or otherwise following the transfer to the Lender of the Investment.

CLAUSE 8. PAYMENT

8.1. The Borrower may not assign or transfer any of its rights under this Agreement to a third party without the prior written consent of the Lender.

8.2. The Lender may assign this Agreement or any rights hereunder upon written notice to the Borrower.

CLAUSE 9. SET OFF

The Lender and the Borrower agree that each of them may offset any amount due and owing to it from the other party under this Agreement against any amount due and owing from it under this Agreement.

CLAUSE 10. COSTS

Each party will bear the costs of its own advisers m connection with the negotiation, preparation and implementation of this Agreement.

CLAUSE 11. VARIATION

11. I. No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be val id unless it is in writing and signed by or on behalf of each of the parties. The expression "variation" shall include any variation, supplement, deletion or replacement however effected.

11.2. Any amendments of the Investment shall be agreed in conjunction with the Lender.

11.3. Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any tights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of vaiiation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

CLAUSE 12. SEVERABILITY

If parts of this Agreement are or become invalid or unenforceable, all other provisions of this Agreement shall remain valid. The parties agree to replace the invalid or unenforceable provision by such other provision which from a business point of view comes as close to the objective of the replaced provision as possible. The same applies to any gap in this Agreement.

CLAUSE 13. NOTICES

Any notices given hereunder shall be given in writing to the registered office of the other party.

CLAUSE 14.COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

CLAUSE 15. GOVERNING LAW AND JURISDICTION

15 .1. Governing law: This Agreement, as to which time shall be of the essence, shall be governed by and construed in accordance with Luxembourg law.

I 5.2. Jurisdiction: The courts of Luxembourg are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement may be brought in such courts.

IN WITNESS THEREOF THE PRESENT AGREEMENT WAS ENTERED INTO ON THE DA TE AFOREMENTIONED,

The Lender

[QSREP SICA VJ

By: __________ _

Name:

Title:

The Borrower:

[SOP ARFl 1] S.ar.l.

By: __________ _

Name:

Title:

Dear Lender

Re: Loan Number []

Schedule 1

[HEADLETTER OF BORROWER]

Form of Notice ofDrawdown

To: [Lender]

[address]

(the Lender)

Date: ____ 200

We refer to the profit participating loan facility agreement entered into on [ .. ] 2008 by and

between us as bonower and [QSREP] as lender (the "Profit Participating Loan Facility

Agreement") according to which you have agreed to make available to us the Facility (as

defined in the Profi t Participating Loan Facility Agreement).

Tenns defined in the Profit Participating Loan Facility Agreement share have the same

meaning in this Notice of Drawdown unless otherwise defined herein.

We, in our capacity as Borrower, hereby wish to draw down of Loan in an amount of [EUR]

[ ... ] under the above mentioned Profit Participating Loan Facility Agreement in accordance

with its terms.

The requested Draw Down Date of this Loan is [ ... ] .

We therefore kindly request you to pay the Loan as describe above on the following bank

account number [ . . . ]

The purpose of this draw down is to finance the following investment:

The present Notice of Drawdown is subject to the terms and conditions of the Profit

Participating Loan Facility Agreement and shall be governed by Luxembourg law.

Yours faithfully

The Borrower

By:

PROFIT PARTICIPATING LOAN FACILITY AGREEMENT

between

[SOP ARFI 1] S.fil.l. As Lender

And

[SOP ARFI 2] S.ilr.J.

As Borrower

dated 2008

Elvinger, Hoss & Prussen 2, place Winston Churchill

B.P. 425 L-2014 Luxembourg

www.ehp.lu

I Error! No property name supplied> __ _

EHP Draft (2)

THIS PROFIT PARTICIPATING LOAN FACILITY AGREEMENT (the "Agreement") is made on 2008,

BY AND BETWEEN:

(1) (SOPARFI 1) S.ar.I., a societe a responsabilite limitee with registered office at[ ... ], L- [ ... ] Luxembourg and being registered with the Registre de Commerce et des Societes in Luxembourg under number B [ ... ](the "Lender") [PLEASE PROVIDE SUGGESTED NAMES]

and

(2) [SOPARFI 2] S.ar.I., a societe a responsabilite limitee with registered office at[ ... ], L- [ ... ] Luxembourg and being registered with the Registre de Commerce et des Societes in Luxembourg under number B [ ... ] (the "Borrower" or the "Company") [PLEASE PROVIDE SUGGESTED NAMES]

WHEREAS

(A) The Lender is the sole shareholder of the Borrower.

(B) The Borrower has requested the Lender to make available and the Lender has accepted to make available, the Loans under the present Facility in relation to the lnvestment.

THEREFORE it is agreed as follows between the parties,

CLAUSE 1. DEFINITIONS, INTERPRETATION

1.1. In this Agreement the following terms shall have the following meanings whenever used:

Accounts means the accounting statements prepared by the Company in relation to an Accrual Period being either aimual accounts of the Company (if the relevant Accrual Period ends on [31st December] 1) or interim accounts (if the relevant Accrual Period ends on ai1other date).

1 Depending on the date chosen as the end of the financial year as defined in the Articles

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Accrual Period

Adjusted Profit

Articles or Articles Incorporation

Business Day

Costs

Deferred Interest

Determined Accrual Period

Draw Down Date

Facility

Final Maturity Date

Fixed Interest

Initial Accrual Period

2 Sec footnote I

an Initial Accrual Period, a Normal Accrual Period or a Determined Accrual Period.

has the meaning ascribed to it in Clause 5.1.2.

of means the articles of incorporation of the Borrower as m effect from time to time.

means a day other than a Saturday or Sunday on which banks are open for normal banking business in Luxembourg-City.

means any costs, charges, disbursements or expenses related to the Investment (including repayment by the Borrower of any debt incurred to manage the Investment) and any foreign exchange losses, and an amount corresponding to the pro rata portion of the Borrower's general overhead expenses as reasonably assessed by the Borrower in accordance with the Articles), and which have not been previously deducted (either pursuant to the present Agreement or otherwise).

means any Interest accrued hereunder up to and including the Final Maturity Date unless (i) prepaid by the Borrower or (ii) paid by the Bo1Tower upon request of the Lender in accordance with Clause 5 on the relevant Interest Payment Date.

means an accrual period commencing the day immediately after the end of the previous Accrual Period and ending on the date proposed by the Company and agreed to by the Lender (the Lender being deemed having agreed if the Lender has not objected in writing to the proposal within the 5 days from the date of the proposal) provided that the last Accrual Period of a given year shall always end on [31st December of that yearf

means with respect to each Loan the date such Loan is drawn down and borrowed by the Borrower.

means the loan facility in the Maximum Amount made available by the Lender to the Borrower under this Agreement.

means the fifteenth (15) anniversary of the date hereof

means an amount equal to 1 % per annum of the principal amount of the Loans under the Facility.

means in relation to a Loan, the period commencing on the relevant Draw Down Date and ending on the last day of December of the year of the relevant Draw Down Date

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Interest

Interest Payment Date

Investment

Liquidation

Loans

Maximum Amount

Normal Accrual Period

Notice of Drawdown

Taxes

Variable Interest

3 See footnote 1

(unless there has been prior to such date a Determined Accrual Period).

means the Fixed Interest and the Variable Interest under this Facility and calculated in accordance with Clause 5 below.

means the date determined by the Lender for the payment of Interest and/or Deferred Interest.

Means each investment acquired or made directly by the Company respectively in any vehicle or any of its direct or indirect subsidiaries (including joint venture subsidiaries) or other assets or in relation to any thereof, including securities, loans and equity interests howsoever described and similar instruments of every kind or description including but not limited to shares, debentures, warrants, or other debt or equity securities or interests in partnerships, whether by subscription, acquisition or by way of rights or bonus or otherwise, and including any replacement asset thereof as well as cash held pending the making of any of the foregoing investments, arising from the total or partial disposal of such investment or held in escrow or otherwise in relation to any such investment, and each time (originally) financed through the Facility as depicted in any Notice of Drawdown.

means any voluntary or involuntary liquidation, insolvency, dissolution or winding up of the Borrower.

Means any amount drawn down by the Borrower under the Facility in accordance with Clause 4 of this Agreement

means [four hundred] millions Euro (EUR [ 400],000,000).

means each Accrual Period after the Initial Accrual Period and which is not a Detennined Accrual Period, being the period commencing immediately after the end of the previous Accrual Period and ending on [31st Oecember]3 of that year or, if earlier, on a Liquidation or the Final Maturity Date.

means a notice for a draw down under the present Facility substantially in the form set forth in Schedule 1.

means any tax, charge, or duty (including without limitation transfer tax, stamp duty, registration tax, income tax, capital duty) to the extent they relate to the Investment and have not been previously deducted (either pursuant to the present Agreement or otherwise).

has the meaning ascribed to it in Clause 5.1.2.

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1.2. A reference to a company or other legal entity shall be construed so as to include any legal entity or entities into which such company may be merged by means of a statutory merger or into which it may be split up or demerged, by means of a statutory split-up or demerger.

1.3. A reference to the singular includes a reference to the plural and vice versa and a reference to the masculine includes a reference to the feminine and neuter and vice versa.

1.4. A reference to "includes" or "including" means "including but without limiting the generality of the aforegoing".

1.5. A reference to a Recital, Schedule, Annex or Clause means a recital, schedule, annex or clause of this Agreement unless expressly stated otherwise.

CLAUSE 2. FACILITY

2.1. The Lender makes available to the Borrower the Facility pursuant to the terms and conditions of this Agreement.

2.2. The Facility shall terminate, and all Loans thereunder shall be repaid, on the Final Maturity Date unless repaid earlier in accordance with this Agreement and in particular subject to Clause 6 and C lause 7.

CLAUSE 3. USE OF PROCEEDS

3.1. The Borrower shall apply all the Loans to fund directly or indirectly the Investment (or part thereof).

3 .2. The Lender shall not be obliged to verify or control the use of proceeds by the Borrower.

CLAUSE 4. DRAWDOWN

4.1. The Borrower is authorised to draw with the approval of the Lender, in compliance with the procedure set out below, one or more Loans up to the Maximum Amount in Euro (EUR) in an amount to be approved by the Lender at the time of the Loan.

4.2. Any Loan may be requested by the Borrower at anytime during the validity pe1iod of this Agreement.

4.3. At no time will the total of all Loans exceed the Maximum Amount.

4.4. The Borrower may request the making of a Loan by delivering not less than three (3) Business Days in Luxembourg before the proposed date for the making of such Loan to the Lender, a completed notice of drawdown ("Notice of Drawdown"), as set out in Schedule 1.

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4.5. Each Notice of Drawdown delivered to the Lender pursuant to Clause 4.4 shall specify:

the number of Loans requested;

the Draw Down Date of each Loan requested;

the amount of each Loan requested;

the account to whjch the proceeds of the Loan are to be paid;

the designation of each Loan (with a cross reference to the Investment and the Target Investment to be financed therewith).

4.6. The availability of the Loans is subject to the fulfilment of all conditions set out in this Agreement.

4.7. The remittance of the Loans by the Lender to the BotTower shall constitute approval by the Lender.

4.8. The Borrower shall keep a ledger either separately or through its accounting books as to Loans drawn down hereunder as well as repayments (if any) and payments of any Interest or Deferred Interest.

CLAUSE 5. INTEREST AND PROFIT PARTICIPATION

5.1. The Borrower shall pay Interest on each Interest Payment Date.

5.1.1 During each Accrual Period, Fixed Interest shall, pro rata temporis, accrue on the Loans at a rate of I % per annum.

5.1.2 During each Accrual Period, variable interest shall, pro rata temporis, accrue in the amount equal to I 00% of the net profits of the Bo1Tower deriving from the Investments (the "Variable Interest") whether before or after the repayment of the principal of the Loans, before taxes and before deducting any interest to be paid with respect to the Loans, for each accounting reference period of the Borrower as reflected in the annual accounts of the Borrower (established in accordance with Luxembourg law and generally accepted accounting principles in Luxembourg) for statutory purposes ("Adjusted Profit") reduced by:

(a) deducting an amount equal to losses of the Borrower deriving from the lnvestments, computed in the same manner as Adjusted Profits, of the relevant accounting reference pe1iod of the Borrower and as carried forward from previous accounting reference period of Bonowcr but without double counting and not previously taken into account of in any computation of Adjusted Profits; and

(b) deducting an amount equal to the Fixed Interest due on the Facility for the accounting year concerned;

Adjusted Profits shall always include to the extent they have been reflected in the accounts of the Borrower,

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- all incomes, gains, losses, or expenses resulting from or relating to the acquisition, disposition or exchange of any of the Investments or liabilities pertaining thereto; a share of the total overhead expenses of the Borrower, such share being computed pro-rata to the book value of the Investments to the book value of all of the Borrower's assets at the end of the relevant accounting year;

- any provision (or reversal thereof) against the value of the Investments or income deriving therefrom; and

- all foreign exchange gains or losses arising in connection with the Investments, including such gains or losses arising in connection with the Facility or its full or partial repayment.

5.2. Fixed Interest on the outstanding amount under each Loan shall accrue for each Accrual Period (being for the purpose hereof the Initial Accrual Period and each Normal Accrual Period) from the relevant Draw Down Date.

5.3. Subject to Clause 5.5 and Clause 7 , the Borrower shall pay the Fixed Interest (subject to any withholding or deduction of any applicable taxes at the applicable rate), annually in arrears on each Interest Payment Date.

5.4. Subject to Clause 7 , Variable Interest for an Accrual Period shall be paid at the end of such Accrual Period on the basis of the Accounts and shall be payable (subject to any withholding or deduction of any applicable taxes at the applicable rate) on the relevant Interest Payment Date.

5.5. If prior to the Interest Payment Date the Borrower identifies that the cash flow position of the Borrower is such that no cash will be immediately available to the 801Tower to make all or part of any Interest payment falling due, the Lender and the Bo1Tower shall agree in writing (such agreement not to be unreasonably withheld by the Lender) that the relevant Interest shall roll over to the next Interest Payment Date and such Interest shall be regarded as Deferred Interest. No Interest shall be charged on any balance of Deferred Interest.

CLAUSE 6. REPAYMENT, PREPAYMENT

6.1. The Facility shall terminate, and the outstanding Loans, together with all accrued and unpaid Interest thereon, shall be repaid by the Borrower, subject to Clause 7 , on whichever shall first occur of:

(i) the Final Maturity Date; and

(ii) the Liquidation of the Borrower;

PROVIDED nothing in this clause shall prevent the Borrower from prepaying the Loans in whole or in part at any time in accordance with Clause 6.2 hereafter.

6.2. Prepayment on Disposal

6.2.1. In the event of the disposal by the Borrower by way of sale or otherwise of all of its interest (directly or indirectly) in the Investment and Target Investment or in case of a prepayment to the Borrower of the entire Investment, the Facility shall tenninate and the outstanding Loans (and any outstanding Interest or Deferred

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Interest relating thereto) shall be repaid by the Borrower, subject to Clause 7 , as soon as practicable thereafter.

6.2.2. If, prior to the Facility terminating, part (but not all) of the Borrower's interest (directly or indirectly) in the Investment and Target Investment is disposed of by the Borrower (i) by way of sale or otherwise or part of the Investment and Target lnvestment is prepaid to the Borrower, (each time the " Disposed Portion") and (ii) if (and to the extent) the Investment constituting such Disposed Portion had been financed through all or part of a Loan, the Borrower shall prepay a portion of such Loan equal to the lesser of (a) the pro rata portion of such Loan which was used to finance the Disposed Portion, calculated as a percentage of the aggregate amount of such Loan, and (b) the maximum portion of such Loan which may be prepaid with the net proceeds received (and not restricted through escrow or similar aITangements) by the Borrower for such Disposed Portion. The Borrower shall prepay the requisite amount of the relevant Loan as soon as practicable following the receipt of proceeds from (or for) the Disposed Portion.

CLAUSE 7. LIMITED RECOURSE

Notwithstanding anything herein or otherwise to the contrary, the Lender acknowledges and agrees that any recourse the Lender may have to the Borrower with respect to (i) the principal due under any Loan shall be limited to the principal amount of such part of Investment financed through such Loan and (ii) with respect to any Interest due under any Loan shall be limited to the Investment income relating to an Investment financed through such Loan, and the Lender will have no recourse to any other assets of the Borrower which are not related to the relevant Investment or as the case may be, the relevant Investment income.

Any rights of the Lender (including payment rights) shall be fully satisfied and the Lender shall have no fu1ther rights against the Borrower on Liquidation or otherwise following the transfer to the Lender of the Investment.

CLAUSE 8. PAYMENT

8.1. The Borrower may not assign or transfer any of its rights under this Agreement to a third party without the prior written consent of the Lender.

8.2. The Lender may assign this Agreement or any rights hereunder upon written notice to the Borrower.

CLAUSE 9. SET OFF

The Lender and the Borrower agree that each of them may offset any amount due and owing to it from the other party under this Agreement against any amount due and owing from it under this Agreement.

CLAUSE 10. COSTS

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Each party will bear the costs of its own advisers in connection with the negotiation, preparation and implementation of this Agreement.

CLAUSE 11. VAIUATION

11.1. No variation of this Agreement (or of any of the documents refen-ed to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties. The expression "variation" shall include any variation, supplement, deletion or replacement however effected.

11.2. Any amendments of the Investment shall be agreed in conjunction with the Lender.

11.3. Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

CLAUSE 12. SEVERABILITY

If parts of this Agreement are or become invalid or unenforceable, all other provisions of this Agreement shall remain valid. The parties agree to replace the invalid or unenforceable provision by such other provision which from a business point of view comes as close to the objective of the replaced provision as possible. The same applies to any gap in this Agreement.

CLAUSE 13. NOTICES

Any notices given hereunder shall be given in writing to the registered office of the other party.

CLAUSE 14. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the parties to it on separate counterpa11s, each of which shall be an original, but all of which together shall constitute one and the same instrument.

CLAUSE 15. GOVERNING LAW AND JURISDICTION

I 5.1. Governing law: This Agreement, as to which time shall be of the essence, shall be governed by and construed in accordance with Luxembourg law.

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15.2. Jurisdiction: The courts of Luxembourg are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement may be brought in such courts.

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IN WITNESS THEREOF THE PRESENT AGREEMENT WAS ENTERED INTO ON THE DA TE AFOREMENTIONED,

The Lender

[SOPARFI 1] S.ar.I.

By: __________ _

Name:

Title:

The Borrower:

[SOPARFI 2] S.ar.l.

By:------------

Name:

Title:

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Schedule 1

[HEADLETTER OF BORROWER]

Form of Notice ofDrawdown

Dear Lender

Re: Loan Number[]

To: [Lender]

(address]

(the Lender)

Date: 200 -----

We refer to the profit participating loan facility agreement entered into on ( .. ] 2008 by and between us as borrower and (SOP ARFI I] S.ar.1. as lender (the "Profit Participating Loan Facility Agreement") according to which you have agreed to make available to us the Facility (As defined in the Profit Participating Loan Facility Agreement).

Terms defined in the Profit Participating Loan Facility Agreement share have the same meaning in this Notice of Drawdown unless otherwise defined herein.

We, in our capacity as Borrower, hereby wish to draw down of Loan in an amount of [EUR] [ ... ] under the above mentioned Profit Participating Loan Facility Agreement in accordance with its terms.

The requested Draw Down Date of this Loan is[ ... ].

We therefore kindly request you to pay the Loan as describe above on the following bank account number [ ... ]

The purpose of this draw down is to finance the fo llowing investment:

The present Notice of Drawdown is subject to the terms and conditions of the Profit Participating Loan Faci lity Agreement and shall be governed by Luxembourg law.

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Yours faithfully

The Borrower

By:

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Appendix 6

PPLs - Detailed Tax treatment

A Tax classification as debt

l. According to tihe conunentaries to the income tax law (commentaries included in "Projet de Loi No 571" (1955) on the former article 114 LITL (now article 97 LITL) on income from participation, where a profit participating loan bear a minimum fixed interest rate, payable even when the company is in a loss position, and provided the principal amount of the loan is repayable before the reimbursement of the company's share capital, a profit participating loan should continue to be treated as debt for Luxembourg tax purposes.

2. Consequently, the PPLs will be qualified as debt for both net wealth tax and income taxes purposes, and interest thereon will be deductible under the same conditions as apply to fixed interest debt.

B Classification as interest rather than dividend

3. Authors have examined the question whether the definition of "dividend" given by the Luxembourg income tax law could include payments accounted for as interest2. The key criteria for characterizing a payment as dividend rather than interest are:

• entitlement to the ongoing profit (including the profit reserves); and

• entitlement to the liquidation proceeds.

4. Under this interpretation, the payment of an amount neither directly relating to the entire profit of the borrower, nor to the liquidation proceeds, is not considered as a dividend.

5. For the PPLs, since the variable interest will be dependent on the income realized before Luxembourg tax, andl not profit after tax, the variable interest may be qualified as interest rather than dividend.

C Payment of remuneration free of Luxembourg dividend withholding tax

6. Article 146 ( I) 3 LITL provides for the application of a withholding tax upon payment of interest arising from participating bonds or other similar securities. Interest payment may be subject. to a 15 % dividend withholding tax on this ground if the following conditions apply:

- The loan is structured in the form of a bond or other similar security; and

2 A. Steichen, " Precis de droit fiscal de l'cntrcprisc", Editions Saint Paul, s 701 ct seq. , p. 345 et seq.

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- Aside from the fixed interest, a supplementary interest varying according to the amount of distributed profits is paid, unless the supplementary interest is linked to a corresponding decrease in the fixed interest.

7. On the contrary, interest payments related to participating loans are not subject to a specific dividend withholding tax.

8. For the PPLs described, the debt instrument is structured as a participating loan (and not as a profit participating bond), and the participating interest does not depend on distributed profit. Therefore, interest on the PPLs paid by LuxCo I and LuxCo 2 will not be subject to any dividend withholding tax.

9. Furthermore, interest payment under the PPLs will not be subject to withholding tax by virtue of articles 97 (1) 2 and 146 (1) 2 LITL (i.e. "Stille Gesellschaft", ''bailleur de fonds" or "silent pa1inership"). Indeed, there is no intention to create such partnership in the case at hand as there is no "affectio societatis" by the PPL holders and no intention to establish a company in the sense of article 1832 of the civil Law Code.

10. Based on the above analysis, no dividend withholding tax on investment income will be due on interest paid under the PPLs (neither on the grounds of article 146 (1) 3 LlTL nor of article 146 (1) 2 LITL).

D Deductibility of the remuneration paid to PPL holders

11. 100% of all interest paid on the PP Ls will, in principle, be tax deductible in accordance with article 45 (1) LITL, unless article 45 (2) LITL or article 166 (5) LITL is applicable.

E Debt to equity ratio

12. Generally, according to Luxembourg practice, a debt to equity ratio of 85: 15 needs to be respected by a company investing in participations. Any interest paid in excess of the applicable ratio should be qualified as dividends and subject to a 15% withholding tax for the purpose of article 146 LITL.

13. However in the case at hand, the overall equity and debt investments made by LuxCo 1 and LuxCo 2 and :financed by the PPLs will be regarded as connected with the PPLs. This is economically speaking clearly the case: if the investments made by Lux Co 1 and LuxCo 2 do well, LuxCo 1 and LuxCo 2 pay out a very significant element of their income as interest on the PP Ls, and if the investments do badly, only fixed interest has to be paid on the PPLs. Furthem1ore, the PPLs granted provide for limited recourse by the lenders against the assets financed by the PP Ls. The principal amount of the PP Ls outstanding will also be reimbursed in case of exit from or of the investments financed. LuxCo 1 and LuxCo 2 will therefore, from an economic point of view, be in a connected position between the PP Ls and all the equity and debt investments financed by the PPLs.

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14. As a consequence, the entire financing activities of LuxCo l and LuxCo 2 will fall outside the calculation of the 85 : 15 debt to equity ratio. Hence, none of the interest paid by LuxCo 1 and LuxCo 2 on the PPLs will be re-characterized as a deemed dividend. As a result, all the interest paid by LuxCo l and LuxCo 2 on the PP Ls will, in principle, be fully deductible for income taxes purposes and will not be subject to any dividend withholding tax.

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