Notariskantoor Yarzagaray Bödeker & Partners

The special provisions for all our auctions read as follows:

"This twentieth day of October, two thousand and five, appeared before me, mr. Ralph Elias Yarzagaray, civil law notary in Aruba, in the presence of the witnesses to be named hereinafter:

Ms. Petronella Elisabeth Johanna Seyfarth, notarial clerk, living in Aruba.

The appearing party hereby declared that she wanted to lay down the GENERAL AUCTION PROVISIONS subject to which real estate can be sold in public by owners, owners of real rights, irrevocably authorized agents pursuant to the provision in Article 1203, paragraph 2, of the Old Civil Code of Aruba, and/or Article 268 of the Civil Code of Aruba in conjunction with Article 68 Transition Act, judgment creditors, and those who want to sell real estate in public, in public sales to be held before me, civil law notary, my substitute or successor, to which General Auction Provisions reference can be made in the record of the auction and/or the Special Auction Provisions, and which will then be deemed to have been inserted literally in this record of the auction or in the Special Auction Provisions, all this in as far as the one who wants to sell has not deviated from these provisions in the record of the auction and/or the Special Auction Provisions in whole or in part, which will then be stated in this record of the auction or in the Special Auction Provisions.

The appearing party declared that these General Auction Provisions read as follows:

GENERAL PROVISIONS GOVERNING FORCED SALES 1993

Definitions

For the purposes of these General Provisions governing Forced Sales 1993, the following shall be understood by:

1.      Auction

the foreclosure sale of Registered Properties in public, before me, civil law notary, my successor, my substitute, or the one temporarily running my office (also to be named the civil law notary hereinafter) on instructions of a mortgagee, a pledgee of a membership referred to under 3, or a judgment creditor.

2.      Registered Property

the real estate being auctioned or the restricted right to a Registered Property to be auctioned, which right can be transferred independently. The term Registered Property shall also include the membership of an association or a cooperative society, entitling to the exclusive use of one or more properties or parts hereof. The term Registered Property shall also include the movable objects referred to in Article 3:254, paragraph 1, of the Civil Code, which will be auctioned by virtue of the pledge set forth in it and the clause referred to in it, together with the real estate.

3.      Seller

the one(s) giving instructions for the auction and authorized to give these instructions by virtue of any right. The name "Seller" for the mortgagee, pledgee, or judgment creditor shall not alter the position from which he derives his authority to auction.

4.      Bid

any amount, offered by an interested party at the auction, being either a sale to the highest bidder or a Dutch auction.

5.      Bidder

the one making a bid at the auction, irrespective of whether this is a sale to the highest bidder or a Dutch auction.

6.      The one making the opening bid

the one who made the highest bid in the opening bid.

7.      Opening Bid

the highest bid made in the opening bid.

8.      Reserve Price

the minimum amount for which the Registered Property is auctioned.

9.      Assignment

the statement of Seller on account of which, as a result of the auction, the purchase agreement between Seller and Buyer is realized.

10.  Instrument of Mandate

the notarial deed by which the bidder names his mandator(s)/principal(s).

11.  Buyer

the one to whom the assignment is made.

12.  Purchase Price

the bid for which the assignment is made.

13.  Transfer

the legal act necessary to cause Buyer to become the owner of or party entitled to the Registered Property.

14.  Delivery

surrendering the ownership of the Registered Property to Buyer.

15.  Special Auction Provisions

the provisions valid in addition to, supplementary to, or deviating from these general auction provisions, set forth in the deed of auction provisions or in the record of the auction.

Description Registered Property

Article 1

1.      Seller is obligated to describe the Registered Property in the Special Auction Provisions in the manner customary in legal transactions, if possible while stating or referring to these specifics that also determine the substance of the ownership or the right, respectively, as offered at the auction.

2.      The description of a restricted right shall also contain at least the statement of or reference to:

-         the deed of creation and deeds of amendment or supplement, if any, recorded later in the public registers;

-         the general provisions declared to be applicable to this right, if any;

-         the prevailing designated use of the right under civil law;

-         the prevailing compensation due, whether or not periodically, on account of this right, and the possibility of review hereof, if any; and

-         the duration of this right and the possibility of premature termination and renewal, if any.

3.      The description of a condominium shall also contain at least the statement of or reference to:

-         the applicable property division regulations; and

-         the contribution due, whether or not periodically, stated by the Board of the Owners' Association.

4.      The description of a membership shall contain at least the statement of or reference to:

-         the prevailing Articles of Association and regulations with admission provisions, if any;

-         the contribution due, whether or not periodically, stated by the Board;

-         the mortgage right the building and land of the association the membership relates to are encumbered with.

Organization of the auction

Article 2

1.      The organization, preparation, and entire execution of the auction shall be in the hands of the civil law notary.

2.      The civil law notary shall announce the auction and the auction provisions.

3.      The civil law notary shall notify the interested parties, if requested, before the bidding starts, as best he can of the taxes, expenses, and charges for Buyer's account.

4.      The civil law notary is authorized during the session, also without stating reasons:

-         not to recognize a bid as such;

-         to preclude one or more interested parties from the auction;

-         at the opening bid, to resume the auction at the bid before last, to proceed to Dutch auction again, to cancel or interrupt the auction;

-         to take other measures necessary in his opinion.

5.      The civil law notary shall determine whether such a mistake was made when the bid was made that, in the notary's opinion, the bidder cannot be held to his bid.

6.      The notary's opinion on anything occurring during the auction and the interpretation or application of the auction provisions during the session shall be decisive - by way of binding opinion.

7.      The parties involved in the auction shall elect domicile at the offices of the civil law notary for anything related to the auction.

8.      If private bids are made to the civil law notary in accordance with the law, the civil law notary shall promptly send a copy of the document showing this bid to Seller and the owner of or the party entitled to the Registered Property.

Auction Method

Article 3

1.      The auction shall take place in two phases:

-         the first, the opening bid, by sale to the highest bidder;

-         the second by Dutch auction.

This is done successively in one session, unless the Special Auction Provisions deviate from it.

If statutory provisions prevailing at the time of the auction or the legal precedents prevailing at that time permit it, the above may be deviated from in this manner that the auction could take place only by sale to the highest bidder, and this with due observance of the provisions in Article 23.

2.      Bidding in a sale to the highest bidder shall take place openly in a clearly visible manner. Unless stipulated otherwise by the Seller, the bidding shall start as of an amount of one thousand Aruban florins (Afl. 1,000.00) above the reserve price. Making higher bids or bidding by Dutch auction shall take place in round amounts of one thousand Aruban florins (Afl. 1,000.00), unless stipulated otherwise by the civil law notary. Whether or not a reserve price is used shall be exclusively at Seller's discretion.

3.      Bidding by Dutch auction shall take place orally by calling the word "mine" when the amount is called by the auctioneer.

4.      If several persons make the highest bid simultaneously, supplementary sale to the highest bidder shall promptly take place between them. If aforementioned persons do not bid in this supplementary auction, the highest bidder shall be designated by lot before the civil law notary during the session.

5.      The highest bid shall be the amount of the bid by Dutch auction. This bid shall be higher than the opening bid. If no Dutch auction takes place, the opening bid shall count as the highest bid.

6.      If Seller auctions several Registered Properties, he may offer them either individually or in one or more combinations by Dutch auction, provided that the intention to do so has been announced at the start of the Dutch auction phase at the latest.

Bid

Article 4

1.      Each bid shall be unconditional, irrevocable, and without any reservation.

2.      If several persons jointly make a bid or buy jointly, they shall be jointly and severally bound with regard to the obligations they are under by virtue of the auction.

3.      A bid shall no longer be in force as soon as:

-         a higher bid has been made, unless that bid is rejected during the session before the record of the auction is prepared;

-         it has been established that no assignment is made; or

-         the auction is cancelled.

However, the highest opening bid shall remain in force until the end of the deliberation, unless an assignment is made to another person earlier, or it has been established that no assignment is made. The same shall also apply to the highest bids on lots in case of an auction of combinations.

Bidding for a Third Party

Article 5

1.      The one who makes a bid at the auction shall be deemed to be the bidder, also if he states not to have made the bid for himself, unless the civil law notary decides otherwise.

2.      Each bidder shall have the right, also without explicitly having reserved this right, to state in accordance with the provision in paragraph 3 hereinafter that he has made the bid on behalf of one or more third parties, which third party/parties shall be named "represented party" hereinafter.

3.      This statement shall be made by the bidder to the civil law notary before payment of the purchase price, but six (6) days after assignment at the latest, and it shall be confirmed by the represented party in writing. This statement and confirmation shall be evidenced by the record of the auction or by an instrument of mandate to be drawn up by the civil law notary for this purpose, on account of which the represented party acquires the rights and obligations by virtue of the auction, as if he made the bid himself, without prejudice to the provision in paragraph 4 hereinafter.

4.      In addition to the represented party, the bidder shall be jointly and severally bound for compliance with Buyer's obligations by virtue of the auction. If the bidder, in the event that the represented party is in default, pays the purchase price entirely for his own account, he shall be deemed to have concluded the purchase agreement for himself, in which case the transfer of the Registered Property shall be made to him, and he shall be granted discharge.

All this shall be evidenced by the notarial certificate of payment. This paragraph shall not affect the rights, if any, the bidder can exercise towards the represented party.

5.      The provisions in the preceding paragraphs shall also apply to the person who declares to bid as authorized party or body of a legal entity with the power of representation, unless it concerns a public corporate body and the one who has made the bid declares and proves to the civil law notary during the session to act on behalf of this body, in which case this body shall be deemed the bidder.

Several Sellers

Article 6

1.      If the auction takes place on instructions of several Sellers, they shall jointly be deemed one Seller. They shall be jointly and severally bound with regard to the obligations originating from the auction and the instructions for the auction.

2.      The instructions for the auction, which shall be given in writing, shall show who of the Sellers is authorized on behalf of the others to make all decisions related to the auction, including that of whether or not to assign and cancel.

Opening Bid Premium

Article 7

1.      The one making the opening bid shall be entitled to an opening bid premium in the amount of one percent (1%) of his opening bid, unless the Special Auction Provisions stipulate otherwise.

2.      The civil law notary shall pay the one making the opening bid the opening bid premium as soon as this can be paid from the moneys deposited with the civil law notary, unless the one making the opening bid is the Buyer, in which case the opening bid premium shall be set off against the purchase price.

Assignment, deliberation, non-assignment, and cancellation

Article 8

1.      The purchase agreement in pursuance of the auction shall be realized by the assignment. The assignment shall also include the agreement of transfer under property law subject to the suspensive condition that the Buyer has met all his payment obligations.

2.      Seller shall not have the right to assign or to deliberate on whether or not to assign. The term of deliberation shall end on the second business day following the Dutch auction or so much earlier as Seller might have assigned. Seller is authorized to extend the term of deliberation once, by three (3) business days at the most.

3.      After the highest bid has been made public, Seller shall declare whether he assigns and to whom, whether he uses the right of deliberation or that he does not assign. This statement shall be inserted in the record of the auction.

4.      The assignment after deliberation shall be evidenced by the record or a notarial deed that shall be executed on the day the term of deliberation ends, and which deed shall show what bidder the assignment is made to.

5.      If Seller has not expressed himself within the term of deliberation on whether or not to assign, he shall be deemed not to have assigned.

6.      In the event of an auction in combination, Seller may make an assignment to bidders for lots, even if the bid for the combination of these lots is higher.

7.      The auction may always be cancelled without stating reasons, as long as no assignment has been made.

Taxes and costs

Article 9

1.      In as far as due, the following shall be charged to Buyer:

a.       transfer tax;

b.      the fee for Buyer's account in conformity with the auction rates determined by the Common Court of Justice of the Netherlands Antilles and Aruba or any other rate that will supersede it validly in the future;

c.       the cost of the instrument of mandate; the cost of the deed of assignment and discharge;

d.      the Land Registry fee and the cost of Land Registry investigation;

e.       the cost of cancellation of the registrations of mortgages and attachments;

f.        the cost of vacating;

g.       the cost of revenue stamps and disbursements;

h.       the outstanding property charges, including property tax and (if applicable) ground rent;

i.         the costs and charges pursuant to the Special Auction Provisions.

2.      In as far as due, the following shall be charged to Seller, deducted from the proceeds of the auction pursuant to Article 13, paragraph 3:

a.       the fee for Seller's account in conformity with the auction rates determined by the Common Court of Justice of the Netherlands Antilles and Aruba or any other rate that will supersede it validly in the future;

b.      the costs of advertising, process server, posters, auctioneer's fee, and rent of the auction room;

c.       the cost related to the execution, if any, in as far as not already stated;

d.      the opening bid premium;

e.       the costs and charges pursuant to the Special Auction Provisions.

3.      The taxes, costs and charges referred to in paragraph 1 of this Article shall never constitute part of the bid made, but shall be due in addition to it.

4.      The property tax and other levies related to the Registered Property, both those overdue and those related to the current year, shall be for Buyer's account as stipulated in Article 9, paragraph 1, unless stipulated differently by Seller in the Special Auction Provisions.

Time of Payment

Article 10

1.      The amount Buyer owes shall be paid within the following terms:

a.       the costs referred to in Article 9, paragraph 1 and an amount equaling the transfer tax due upon transfer: five (5) business days after the assignment at the latest;

b.      the deposit pursuant to Article 12, paragraph 1: the fifth day after payment has been requested at the latest;

c.       the purchase price and the amounts as referred to in Article 9, paragraph 4: six (6) weeks after the assignment or another date that has been contained in the Special Auction Provisions for this purpose at the latest.

2.      The costs Seller owes, referred to in Article 9, paragraph 2, shall be paid on the day on which the purchase price is to be paid at the latest, or so much earlier as it has been established that the auction does not take place, or that the Seller does not proceed to assignment.

3.      If the amount of the sum to be paid at the moment it becomes payable has not been fixed as yet, an amount to be estimated for this purpose by the civil law notary shall be paid as further setoff.

4.      As soon as Buyer fails to meet any payment obligation, this shall be default in the sense of Article 22, and he shall pay the statutory interest in respect of the amount due as of that moment, without any notice of default being required.

Payment method, discharge

Article 11

1.      Anything owed by Buyer and Seller with regard to the auction, including the purchase price, shall be deposited with the civil law notary in the manner to be indicated by the civil law notary.

2.      Buyer's right to suspend payment or apply setoff shall be explicitly precluded in as far as the law permits it, except setoff against the deposit paid and not used, or against the opening bid premium owed to Buyer.

3.      As soon as Buyer has met all his payment obligations by virtue of the auction, this shall be evidenced by a notarial certificate of payment.

Deposit

Article 12

1.      Buyer shall pay the civil law notary a deposit in the amount of ten percent (10%) of the purchase price upon Seller's demand, which shall serve for recovery of what Buyer owes by virtue of the auction.

2.      The civil law notary shall pay back the deposit to Buyer if the purchase agreement has been dissolved for another reason than attributable shortcoming of Buyer, unless Seller and Buyer have agreed otherwise.

3.      If Buyer fails to meet his obligations, or if it has not been established whether he is in default, the civil law notary shall keep the deposit Buyer has paid in his custody - without prejudice to identical payment instructions of Seller and Buyer - until it is established pursuant to a decision of the competent Court that has become final and conclusive or another binding ruling to whom payment is to be made. A decision that has become final and conclusive shall also be understood to be a default judgment served on the residence of defendant, against which no objection has been filed within six weeks after the date of this service.

The civil law notary shall deduct the costs, charges and taxes for Buyer's account pursuant to Article 9 from this deposit in as far as due and not paid as yet.

4.      Buyer may also meet his obligation to pay a deposit by giving the civil law notary a letter of guarantee for the same amount, which letter shall:

a.       be unconditional and valid until at least one month after the ultimate date fixed for the payment of the purchase price;

b.      be issued by a bank or organization that is under supervision by virtue of the State Ordinance Supervision Credit System or the State Ordinance Supervision Insurance Industry;

c.       contain the clause that the bank or organization in question will pay the civil law notary the amount of the guarantee upon the notary's demand.

If the amount of the guarantee has not been paid and Buyer has no more payment obligations, the civil law notary shall notify the bank or organization that the guarantee can be cancelled.

5.      The provisions concerning the deposit with regard to Buyer shall also apply to the one who has made the bid for him pursuant to Article 5, and for the one making the opening bid, provided that for the latter the amount of the deposit is calculated in respect of the opening bid.

This deposit shall be cancelled and reversed as soon as the obligations of the one making the opening bid or the bidder by virtue of the auction have ended.

6.      If Buyer or the one making the opening bid or the one bidding by Dutch auction fails to meet his obligation to pay a deposit in time, or fails to issue a letter of guarantee, this shall be default to which the provisions in Article 22 are applicable, provided that notice of default shall not be required.

Allocation Payments

Article 13

1.      The payments made to the civil law notary by or on behalf of Buyer shall serve as payment of what Buyer owes, notably in the sequence:

a.       transfer tax due pursuant to the content of the deed(s) and the costs and charges pursuant to Article 9, paragraph 1;

b.      interest, penalty and compensation;

c.       the purchase price.

2.      If the payment by virtue of Article 10, paragraph 1, letter a, includes an amount for transfer tax that appears not to be due, this amount shall not be paid back to Buyer, but be deemed a deposit pursuant to Article 12 or as a supplement to it.

3.      The net proceeds of the auction shall be the purchase price, reduced by the amounts referred to in Article 9, paragraph 2, as well as, if applicable, the amounts referred to in Article 9, paragraph 4.

Information Obligation

Article 14

The bidder and Buyer are obligated to identify themselves to the civil law notary and to provide any information necessary to be able to verify whether the financial obligations in pursuance of the auction can be met. By making the bid, they shall give the civil law notary permission to make inquiries, when necessary.

Special charges, restrictions, and exclusions

Article 15

1.      Seller does not vouch for the Registered Property being transferred free from special charges and restrictions, also including restricted rights, easements, and qualitative obligations. Buyer shall not invoke that the Registered Property is encumbered with a charge or restriction it should not have been encumbered with, or that it fails to correspond with the agreement, unless Seller knew this. Nor does Seller vouch for absence of material defects to or in the Registered Property, also including soil pollution, if any. Buyer shall accept the special charges and restrictions set forth in the Special Auction Provisions.

2.      In as far as the law permits it, the civil law notary and Seller shall preclude any liability.

3.      In as far as the law permits it, the civil law notary and Seller shall not grant any indemnity.

Description of the Obligation to Transfer

Article 16

1.      Seller is obligated to transfer to Buyer the ownership or - if the Registered Property concerns another right - this right.

2.      If the measurement or size of the Registered Property stated by Seller is not correct, neither party shall derive any right from it. An exception can be made with regard to Buyer if Seller has not made the statement in respect hereof in good faith.

3.      If the Registered Property has been rented out or leased, the rights and obligations from the rent or long lease shall pass to Buyer in as far as the law prescribes it.

4.      Movable objects that are present in or at the Registered Property and that do not fall under the description referred to in Article 3:254 of the Civil Code of Aruba shall not be included in the sale or transfer, unless explicitly set forth otherwise in the Special Auction Provisions.

5.      If the Registered Property concerns another right than ownership, the provisions in this Article shall apply in as far as the conditions of this right are not different.

Transfer

Article 17

1.      As soon as the condition of full payment attached to the assignment has been met, the transfer of the Registered Property can be completed as described in paragraphs 2 and 3. Both Buyer and Seller can realize this unilaterally.

2.      The transfer of the Registered Property other than a membership of an association or cooperative society shall take place by recording the individual deed of special auction conditions, if any, the record(s) of the auction, the deed of assignment, if any, the instrument of mandate, if any, and the notarial certificate of payment in the public registers of the Mortgage Registry Office in Aruba.

Without aforementioned notarial certificate of payment, the other deeds mentioned are not meant or suitable to be recorded in the public registers, and consequently cannot realize the transfer.

3.      In the event of auction of a membership, the deeds prepared with regard to the auction can only realize the transfer of the membership with due observance of the requirements made for this purpose in the Articles of Association after they have been followed by a notarial certificate of payment.

4.      After the transfer, dissolution of the purchase agreement cannot be claimed anymore. In the opinion of Seller and Buyer in this foreclosure sale, this clause shall be a key stipulation as referred to in Article 6:231 of the Civil Code of Aruba, without which the agreement would not have been concluded.

5.      The civil law notary shall dispose of the purchase price received by him in the manner as the law prescribes to the civil law notary in Article 3:270 of the Civil Code of Aruba or in Article 551 of the Code of Civil Procedure of Aruba.

6.      Seller is not obligated to any assistance in cancelling registrations of cancelled mortgages, attachments, and restricted rights referred to in Article 3:273, paragraphs 2 and 3, of the Civil Code of Aruba, except in as far as it concerns registrations of cancelled restricted rights created in favor of Seller himself.

Risk and Insurance

Article 18

1.      The Registered Property shall be for Buyer's risk as of the assignment.

2.      Buyer is obligated from the moment he bears the risk until the moment of payment of the purchase price to see to it that the structures belonging to the Registered Property are insured with a solid insurance company against fire damage and other damage to be insured in accordance with custom, for at least the amount of the purchase price, augmented by twenty (20%) hereof.

3.      This obligation shall not apply in as far as Buyer can prove that this insurance is not possible in reason, or Buyer is a government agency that is not in the habit of insuring its structures.

4.      If desired, Buyer shall surrender the insurance policy and receipt of payment of premium. Seller is authorized to make inquiries with the insurance company. 

5.      If Buyer fails to meet his obligation to insure or to provide information on this point, Seller is authorized to take out the insurance in the name of and for account of Buyer.

6.      As security for the payment of the purchase price and of what he owes in addition, Buyer shall transfer his rights originating from aforementioned contract of insurance to Seller. Seller shall have the right, and in as far as necessary he shall be granted power of attorney by Buyer, to cause the transfer referred to in the preceding sentence of this Article to be served on the insurance company. The policy relating to aforementioned contract of insurance shall remain in the hands of Seller until that time.

Seller may also insure his interest for Buyer's account instead of concluding a contract of insurance.

Delivery

Article 19

1.      Delivery of the Registered Property shall take place, unless stipulated differently in the Special Auction Provisions, on the day the purchase price is to be paid, provided that Buyer has paid the purchase price and any other amounts he owes with regard to the auction.

2.      If the delivery takes place before the purchase price has been paid, based on the Special Auction Provisions or another agreement, Buyer shall pay the statutory interest in respect of the purchase price from the day of delivery up to and including the day of payment.

If subsequently Buyer fails to meet his payment obligations, his right of use shall end immediately and he shall promptly make the Registered Property available to Seller in the original condition, empty and vacated. The obligation to pay statutory interest shall end at the end of the day on which the Registered Property is available to Seller again in aforementioned condition, without prejudice to the provision in Article 10, paragraph 4.

3.      In as far as possible, Seller shall give Buyer the opportunity to inspect the Registered Property before the delivery.

4.      The Registered Property shall be delivered in the actual condition it is in at the moment of the delivery. If the Registered Property is destroyed or damaged in whole or in part, or devaluates in any other way after the assignment, this cannot be invoked against Seller, irrespective of the cause.

5.      The presence of occupants and/or users at the time of delivery of the Registered Property shall be for Buyer's account and risk.

Vacation

Article 20

1.      If the Registered Property is used by the owner and his family, and is consequently not delivered free from use, Buyer can realize vacation by virtue of the first authenticated copy/copies of the deed(s) needed for this purpose, if necessary with the assistance of the police.

This shall not apply if delivery takes place not free from occupants and/or users based on the Special Auction Provisions.

2.      It shall be inserted in the Special Auction Provisions which of the following (parts of) paragraphs are applicable:

a.       Buyer shall accept the Property Sold in the condition it appears to be in at the time of the actual transfer, and furthermore with continuation of the present lease agreements.

b.      Buyer shall accept the Property Sold in the condition it appears to be in at the time of the actual transfer, and for the rest Seller has no knowledge of lease agreements related to the Property Sold.

c.       If Buyer accepts the Property Sold in whole or in part with continuation of the present lease or hire-purchase agreements, Seller does not vouch for it that the installments not due as yet at the time of the actual transfer have not been or will not be disposed of.

d.      If Buyer accepts the Property Sold in whole or in part with continuation of the present lease or hire-purchase agreements, Seller does not vouch for it that as of the conclusion of the purchase, existing lease or hire-purchase agreements are not amended, the Registered Property is not rented out in whole or in part, sold under a hire-purchase agreement, or surrendered in use in any other way.

e.       Exercising the power referred to in Article 3:264 of the Civil Code shall be left to Buyer. Exercising the power shall take place for Buyer's account and risk.

If the Registered Property is in use and is not transferred free from use, it shall be up to Buyer to vacate the Property Sold for his account. Seller does not vouch for Buyer's power to vacate.

3.      In the event of a foreclosure sale by a judgment creditor, the latter shall invoke nullity of the agreements of lease or long lease concluded after the attachment, without prejudice to the provision in Article 505, paragraph 2, of the Code of Civil Procedure concerning the renting out of residential space.

Consequences of defects at the time of delivery

Article 21

Given the provisions in Articles 18, paragraph 1, and 19, paragraph 4, the consequences in the event of defects at the time of delivery that are not the result of attributable shortcoming of Seller shall be fully for Buyer's account.

Non-compliance

Article 22

1.      If the purchase agreement is not complied with or not in time, other than by shortcoming attributable to one of the parties, the defaulting party shall be liable for any damage originating from it for the other party, together with interest and expenses, irrespective of the fact whether the defaulting party is in default in the sense of the next paragraph.

2.      If one of the parties fails to meet one or more of his obligations for three days after having been given notice of default by process server's writ or certified letter, this party shall be in default and the other party shall have the option:

a.       to claim compliance with the purchase agreement if this can be demanded from the defaulting party in reason, in which case, after the lapse of aforementioned term of three days, the defaulting party shall owe an immediately payable penalty of a permillage of three (3 0/00) of the purchase price with a minimum of in any case one thousand florins (fl. 1,000.--) for each day after that until the day of compliance, or

b.      to dissolve the purchase agreement, provided that Buyer can only request dissolution by judicial intervention.

In the event of dissolution, the defaulting party shall forfeit towards the other party an immediately payable penalty of 15% of the purchase price.

3.      If Seller fails to comply, Buyer shall only have the right referred to in paragraph 2, letter b, if the defect is of such a nature and scope that Buyer can make it plausible that he would not have bought if he had been familiar with this defect. If not, Buyer shall only be entitled to compensation for the devaluation and other damage caused by the defect. If parties have a difference of opinion as to the provision in this paragraph 3, the ruling of three experts who are appointed in the manner as referred to in paragraph 5 shall be decisive.

4.      If Seller, after having declared the purchase agreement dissolved, proceeds to a new auction within six (6) months on the same conditions as the original auction, Seller's loss shall be fixed at the negative difference between the purchase price of the original auction and that of the new auction, augmented by interest and expenses. If at the new auction the purchase price is higher than that of the original auction, the Buyer in default shall not benefit from these excess proceeds.

5.      In all other cases than sale in a new auction pursuant to the provision in paragraph 4, the loss suffered by Seller shall be fixed by three experts who are appointed by the Subdistrict Court in whose jurisdiction the Registered Property is located. After either party has invoked this provision against the other party in writing, the other party shall have the opportunity for one month to opt for settlement of the dispute by the Judge competent according to the law.

6.      Penalties paid or due shall be deducted from compensation due, together with interest and expenses.

Mandatory law

Article 23

The auction provisions shall only be applicable in as far as the law does not prescribe a different regulation in a mandatory manner.

Final provisions

Article 24

1.      Buyer shall not receive a first authenticated copy or transcript or extract of the record until he has met all his obligations originating from the auction.

2.      Any supplements to or deviations from these provisions shall appear from the Special Auction Provisions. In case of a conflict between these general provisions and the Special Auction Provisions, the latter shall prevail.

3.      Seller, Buyer and bidder shall elect domicile, also for acts of judicial execution, at the offices of the civil law notary.

4.      Aruba law shall be applicable to these general conditions.

The appearing party and the witnesses are known to me, civil law notary.

IN WITNESS WHEREOF this deed was drawn up and executed in one original copy in Aruba, at two p.m., the day first written above, in the presence of Ms. Magdalena Marcelina Kock, secretary, and Ms. Maria Altagracia Dania-Kelly, notarial assistant, both living in Aruba, as witnesses. Immediately upon reading, this deed was signed by the appearing party, the witnesses, and me, civil law notary."