Exhibit
4.9


 


 


 


 


THE SYMBOL "[****]"
DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 


 


DATE:
10 March 2016


 


 


 






 


FIFTH
AMENDMENT AGREEMENT  


 




FACILITIES AGREEMENT


  


dated 16 September 2011
 (as amended on 27
September 2011, 26 March 2012, 18 September 2014 and on 5 May 2015)


 





 



 


between


 


RAIFFEISEN
BANK international ag 


(as
Agent, Security Agent, Original Lender and Account Bank) 


 


RAIFFEISEN
BANK s.a. 


(as
Original Lender, Hedge Counterparty and Account Bank)


 



and 


 Bucuresti
Turism S.A. 


(as
Borrower)


 


ELBIT
IMAGING LTD
 (as Guarantor)


 


 






 


CMS Cameron McKenna SCA 


4th
Floor 


S-PARK


 11-15 Tipografilor Str. 


013714
Bucharest 


T
+40 21 407 3800 


 F +40 21 407 3900


 






     

     


    

  


Table
of contents


 





	INTRODUCTION	1
	1.	Definitions
and Interpretation	1
	2.	Effective
date	4
	3.	Amendment
and restatement of the original facilities agreement	4
	4.	Conditions
subsequent	5
	5.	Reaffirmations	5
	6.	Representations
and warranties	5
	7.	No
waiver of existing defaults	6
	8.	Amendment
fee and costs	6
	9.	Miscellaneous	7
	10.	Governing
law	7
	11.	Confirmations	7
	 	Schedule 1 Amended and Restated Facility Agreement	9
	 	Schedule 2 Conditions Precedent	152
	 	Schedule 3 Conditions Subsequent	159
	 	SIGNATURES	161




 






     


     


    

 


THIS
FIFTH AMENDMENT AGREEMENT is made as a deed on 10 March 2016


 


BETWEEN


 


	 	(1)	BUCURESTI
    TURISM S.A., a joint stock company incorporated in Romania, whose address is at 63-81 Calea Victoriei Street, Sector 1,
    Bucharest, Romania and registered in the company register under registration number J/40/167/1991, sole registration code
    1567802 (the “Borrower”);


 


	 	(2)	ELBIT
    IMAGING LTD, a limited liability company incorporated in Israel, whose address is at 7 Mota Gur, Petah Tikva, Israel,
    registered with Registrar of Companies of Israel, under registration number 550241996 (the “Guarantor”);


 


	 	(3)	BEA
    HOTELS EASTERN EUROPE B.V., a private company with limited liability incorporated under the laws of the Netherlands, having
    its corporate seat in Amsterdam, the Netherlands and its registered office at Rietlandpark 125, 1019 DT Amsterdam, the Netherlands,
    registered with the Netherlands Chamber of Commerce under registration number 34149675 (“BEAH”);


 


	 	(4)	ROMEXTUR
    S.A., a joint stock company incorporated in Romania whose address is at 4 Luterana Street, Sector 1, Bucharest, Romania
    and registered under registration number J40/204/1991 (“Romextur”);


 


	 	(5)	RAIFFEISEN
    BANK INTERNATIONAL AG as Original Lender and Account Bank;


 


	 	(6)	RAIFFEISEN
    BANK S.A. as Original Lender, Hedge Counterparty and Account Bank;


 


	 	(7)	RAIFFEISEN
    BANK INTERNATIONAL AG as agent of the Finance Parties (the “Agent”); and


 


	 	(8)	RAIFFEISEN
    BANK INTERNATIONAL AG as security agent for the Secured Parties (the “Security Agent”),


 


together
referred to in this Agreement as the “Parties” and each individually as a “Party”.


 


INTRODUCTION


 


	 	(A)	By
    a EUR 71,500,000 facilities agreement dated 16 September 2011, as amended on 27 September 2011, on 26 March 2012, on 18 September
    2014 and on 5 May 2015 (the initial facilities agreement as amended shall be referred to hereinafter as the “Original
    Facilities Agreement”), the Lender (as defined therein) has agreed to make available to the Borrower certain term
    loan facilities.


 


	 	(B)	The
    parties to this Fifth Amendment Agreement have agreed to amend and restate the Original Facilities
    Agreement, as set out in Schedule 1 (Amended and Restated Facility Agreement) of this Fifth Amendment Agreement; the
    Original Facilities Agreement as amended pursuant to this Fifth Amendment Agreement being hereinafter referred to as the “Amended
    and Restated Facility Agreement”.


 


	 	1.	DEFINITIONS
    AND INTERPRETATION


 


	 	1.1	Definitions


 


In
this Fifth Amendment Agreement and unless otherwise defined herein, terms defined in the Original Facilities Agreement have the
same meanings and where specifically indicated or if the context so requires terms defined in Clause 1.1 (Definitions)
of Schedule 1 (Amended and Restated Facility Agreement) have the meaning given to them therein and:


 


“Additional
Finance Documents” means:


 


	 	(a)	this
    Fifth Amendment Agreement (including the Amended and Restated Facility Agreement);


 


	 	(b)	the
    Subordination Agreement;


 


	 	(c)	the
    Guarantee Release Letter;


 






    1


     


    

 


	 	(d)	each
    notice given jointly by the Borrower and Security Agent to each Account Bank under each Control over Bank Accounts, to inform
    each Account Bank of the amendments to the Original Facility Agreement and, respectively, to the Mortgage over Bank Accounts;


 


	 	(e)	the
    Addendum to the Mortgage over Bank Accounts;


 


	 	(f)	each
    Addendum to a Security Agreement over Accounts;


 


	 	(g)	each
    Addendum to a Security Agreement over Receivables and Insurance Policies;


 


	 	(h)	each
    Addendum to a Security Agreement over Movables;


 


	 	(i)	each
    Addendum to a Mortgage Agreement;


 


	 	(j)	the
    Addendum to the Shares Security Agreement (Borrower);


 


	 	(k)	the
    Addendum to the Shares Security Agreement (Romextur);


 


	 	(l)	each
    Hedging Real Estate Mortgage;


 


	 	(m)	each
    Hedging Shares Mortgage;


 


	 	(n)	the
    Austrian Account Pledge; and


 


	 	(o)	each
    Hedging Agreement.


 


“Addendum
to a Mortgage Agreement” means each of:


 


	 	(a)	the
    addendum entered into or to be entered into between the Borrower and the Finance Parties on or about the date of this Fifth
    Amendment Agreement for the purpose of extending the real estate mortgage created by the Borrower under the Mortgage Agreement
    to which it is a party; and


 


	 	(b)	the
    addendum entered into or to be entered into between Romextur and the Finance Parties on or about the date of this Fifth Amendment
    Agreement for the purpose of extending the real estate mortgage created by Romextur under the Mortgage Agreement to which
    it is a party,


 


in
each case, for the purpose of reflecting, among others, the increase of the Secured Liabilities under the Amended and Restated
Facility Agreement.


 


“Addendum
to the Mortgage over Bank Accounts” means the addendum entered into or to be entered into between the Borrower
and the Finance Parties on or about the date of this Fifth Amendment Agreement for the purpose of extending the movable mortgage
created under the Mortgage over Bank Accounts, for the purpose of reflecting, among others, the increase of the Secured Liabilities
under the Amended and Restated Facility Agreement.


 


“Addendum
to a Security Agreement over Accounts” means each of:


 


	 	(a)	the
    addendum entered into or to be entered into between the Borrower and the Finance Parties on or about the date of this Fifth
    Amendment Agreement for the purpose of extending the security interest created by the Borrower under the Agreement creating
    a Security Interest over Accounts to which it is a party; and


 


	 	(b)	the
    addendum entered into or to be entered into between Romextur and the Finance Parties on or about the date of this Fifth Amendment
    Agreement for the purpose of extending the security interest created by Romextur under the Agreement creating a Security Interest
    over Accounts to which it is a party,


 


in
each case, for the purpose of reflecting, among others, the increase of the Secured Liabilities under the Amended and Restated
Facility Agreement.


 






    2


     


    

 


“Addendum
to a Security Agreement over Movables” means each of:


 


	 	(a)	the
    addendum entered into or to be entered into between the Borrower and the Finance Parties on or about the date of this Fifth
    Amendment Agreement for the purpose of extending the security interest created by the Borrower under the Agreement creating
    a Security Interest over Movables to which it is a party; and


 


	 	(b)	the
    addendum entered into or to be entered into between Romextur and the Finance Parties on or about the date of this Fifth Amendment
    Agreement for the purpose of extending the security interest created by Romextur under the Agreement creating a Security Interest
    over Movables to which it is a party


 


in
each case, for the purpose of reflecting, among others, the increase of the Secured Liabilities under the Amended and Restated
Facility Agreement.


 


“Addendum
to a Security Agreement over Receivables and Insurance Policies” means each of:


 


	 	(a)	the
    addendum entered into or to be entered into between the Borrower and the Finance Parties on or about the date of this Fifth
    Amendment Agreement for the purpose of extending the security interest created by the Borrower under the Agreement creating
    a Security Interest over Receivables and Insurance Policies to which it is a party; and


 


	 	(b)	the
    addendum entered into or to be entered into between Romextur and the Finance Parties on or about the date of this Fifth Amendment
    Agreement for the purpose of extending the security interest created by Romextur under the Agreement creating a Security Interest
    over Receivables and Insurance Policies to which it is a party.


 


in
each case, for the purpose of reflecting, among others, the increase of the Secured Liabilities under the Amended and Restated
Facility Agreement.


 


“Addendum
to the Shares Security Agreement (Borrower)” means the addendum entered into or to be entered into between BEAH, the
Borrower and the Finance Parties on or about the date of this Fifth Amendment Agreement for the purpose of extending the security
interest created by BEAH under the Shares Security Agreement (Borrower), for the purpose of reflecting, among others, the increase
of the Secured Liabilities under the Amended and Restated Facility Agreement.


 


“Addendum
to the Shares Security Agreement (Romextur)” means the addendum entered into or to be entered into between the Borrower,
Romextur and the Finance Parties on or about the date of this Fifth Amendment Agreement for the purpose of extending the security
interest created by the Borrower under the Shares Security Agreement (Romextur), for the purpose of reflecting, among others,
the increase of the Secured Liabilities under the Amended and Restated Facility Agreement.


 


“Guarantee
Release Letter” means the letter issued by Raiffeisen Bank International A.G. in favour of the Guarantor releasing the
Guarantor from its obligations under the Guarantee.


 


“Hedging
Real Estate Mortgage” means each of:


 


	 	(a)	the
    agreement creating a real estate mortgage relating to the Project Facilities and future property to be made between the Borrower
    and the Hedge Counterparties for the purpose of securing the liabilities of the Obligors arising under the Hedging Agreements,
    ranking behind the real estate mortgage created pursuant to the Borrower Mortgage Agreement; and


 


	 	(b)	the
    agreement creating a real estate mortgage relating to the Project Facilities and future property to be made between Romextur
    and the Hedge Counterparties for the purpose of securing the liabilities of the Obligors arising under the Hedging Agreements,
    ranking behind the real estate mortgage created pursuant to the Romextur Mortgage Agreement.


 






    3


     


    

 


“Hedging
Shares Mortgage” means each of:


 


	 	(a)	the
    agreement creating a movable mortgage over the shares held by BEAH in the Borrower, to be made between BEAH, the Borrower
    and the Hedge Counterparties for the purpose of securing the liabilities of the Borrower arising under the Hedging Agreements,
    ranking behind the moveable mortgage created pursuant to the Shares Security Agreement (Borrower); and


 


	 	(b)	the
    agreement creating a movable mortgage over the shares held by the Borrower in Romextur, to be made between the Borrower, Romextur
    and the Hedge Counterparties for the purpose of securing the liabilities of the Borrower arising under the Hedging Agreements,
    ranking behind the moveable mortgage created pursuant to the Shares Security Agreement (Borrower).


 


“Subordination
Agreement” means the subordination agreement entered or to be entered into between, among others, the Agent, the Security
Agent, the Obligors and BEAHF.


 


	 	1.2	Construction


 


	 	1.2.1	The
    rules of interpretation included in Clause 1.2 (Construction) of the Original Facilities Agreement shall also
    apply to this Fifth Amendment Agreement.


 


	 	1.2.2	This
    Fifth Amendment Agreement is a Finance Document.


 


	 	2.	EFFECTIVE
    DATE


 


Clause
3 (Amendment and Restatement of the Original Facilities Agreement) of this Fifth Amendment Agreement shall come into full
force and effect on the date (the “Effective Date”) on which the Agent has confirmed to the Borrower and the
Lenders that it has received, or has waived receipt of, all of the documents and other evidence listed in Part I (Conditions
Precedent to the Effective Date) of Schedule 2 (Conditions Precedent) of this Fifth Amendment Agreement in form and
substance satisfactory to it. All other provisions of this Fifth Amendment Agreement shall come into full force and effect on
the date of this Fifth Amendment Agreement.


 


	 	3.	AMENDMENT
    AND RESTATEMENT OF THE ORIGINAL FACILITIES AGREEMENT


 


	 	3.1	With
    effect from the Effective Date, the Original Facilities Agreement shall be amended and restated, and shall read as the document
    set out in Schedule 1 (Amended and Restated Facilities Agreement) of this Fifth Amendment Agreement.


 


	 	3.2	The
    Borrower shall (and shall procure that the other Obligors will) use all their reasonable endeavours to ensure that documents
    and evidence listed in Part I (Conditions Precedent to the Effective Date) of Schedule 2 (Conditions Precedent)
    to this Fifth Amendment Agreement are duly delivered to the Agent as soon as possible.


 


	 	3.3	No
    novation of the Facilities, the Original Facilities Agreement or any sums owing thereunder shall take place on the date of
    this Fifth Amendment Agreement or on the Effective Date.


 


	 	3.4	With
    effect from the Effective Date:


 


	 	3.4.1	any
    reference in the Original Facilities Agreement or any other Finance Documents to "the Facilities Agreement" (however
    described) shall be construed as a reference to the Original Facilities Agreement as amended and supplemented by this Fifth
    Amendment Agreement; and


 


	 	3.4.2	any
    reference in the Original Facilities Agreement to "the Transaction Security Documents" shall include a reference
    to each Additional Finance Document which constitutes an addendum, amendment and/or reaffirmation of a Transaction Security
    Document; and


 


	 	3.4.3	any
    reference in the Original Facilities Agreement to "the Finance Documents" shall include a reference to the Additional
    Finance Documents.


 






    4


     


    

 


	 	4.	Conditions
    Subsequent


 


The
Borrower shall provide each of the documents and ensure the fulfillment of each of the conditions listed in Schedule 3 (Conditions
Subsequent) within the timeline set out therein, and the failure of the Borrower to provide such documents or fulfill any
of the conditions within this timeframe shall constitute an Event of Default.


 


	 	5.	REAFFIRMATIONS


 


	 	5.1	Notwithstanding
    the amendments to the Original Facilities Agreement implemented by this Fifth Amendment Agreement, each Obligor hereby agrees
    and acknowledges to the Finance Parties as at the Effective Date that:


 


	 	5.1.1	the
    rights and obligations created by the Finance Documents; and


 


	 	5.1.2	the
    Transaction Security created by the Transaction Security Documents,


 


shall
remain in full force and effect and shall continue to apply to the relevant Finance Documents (except as modified by the Additional
Finance Documents).


 


	 	5.2	Reaffirmations
    of Guarantees


 


	 	5.2.1	The
    Guarantor hereby confirms to the Finance Parties that, subject to the Legal Reservations:


 


	 	(a)	the
    guarantees, undertakings and indemnities set out in Clause 17 (Guarantee and Indemnity) of the Original Facilities
    Agreement extend to the obligations of the Borrower as set out in the Original Facilities Agreement as amended by this Fifth
    Amendment Agreement; and


 


	 	(b)	the
    terms and provisions of Clause 17 (Guarantee and Indemnity) of the Original Facilities Agreement as reaffirmed and
    supplemented by this Fifth Amendment Agreement remain in full force and effect.


 


	 	5.2.2	If
    any Guaranteed Obligation set out in Clause 17 (Guarantee and Indemnity) of the Original Facilities Agreement, as amended
    pursuant to this Fifth Amendment Agreement is or becomes unenforceable, invalid or illegal, the Guarantor will, as an independent
    and primary obligation, indemnify the Finance Parties immediately on demand against any cost, loss or liability it incurs
    as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have
    been payable by it in respect of that Guaranteed Obligation on the date when it would have been due. The amount payable by
    the Guarantor under this indemnity will not exceed the amount it would have had to pay under Clause 17 (Guarantee and indemnity)
    of the Original Facilities Agreement, as amended pursuant to this Fifth Amendment Agreement, if the amount claimed had been
    recoverable on the basis of a guarantee.


 










	 	6.	REPRESENTATIONS
    AND WARRANTIES


 


	 	6.1	Each
    of the Borrower, BEAH and Romextur makes the Repeating Representations (as defined in the Original Facilities Agreement) on
    the Effective Date, and the Guarantor, for itself only, makes the representations referred to in Clause 19 (Representations),
    save for those set out in Clause 19.13 (Transaction Documents), Clause 19.19 (Security and Financial Indebtedness)
    to Clause 19.24 (Title to Property), Clause 19.26 (Shares), Clause 19.27 (Intellectual Property), Clause
    19.29 (No Adverse Consequences) and Clause 19.30 (No Other Business) and Clause 19.33 (Works Council)
    of the Original Facility Agreement on the Effective Date, in each case by reference to the facts and circumstances
    then existing.


 






    5


     


    

 


	 	6.2	Each
    Obligor represents and warrants to the Finance Parties on the date of this Fifth Amendment Agreement and on the Effective
    Date that:


 


	 	6.2.1	it
    has the power to enter into and perform, and has taken all necessary action to authorise its entry into and performance of
    this Fifth Amendment Agreement and the other Additional Finance Documents;


 


	 	6.2.2	subject
    to the Legal Reservations, the obligations expressed to be assumed by it in this Fifth Amendment Agreement and the other Additional
    Finance Documents are legal, valid, binding and enforceable obligations;


 


	 	6.2.3	the
    entry into and performance by it of this Fifth Amendment Agreement do not and will not conflict with:


 


	 	(a)	any
    law or regulation applicable to it;


 


	 	(b)	its
    constitutional documents; or


 


	 	(c)	any
    material agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however
    described) under any such agreement or instrument which conflict, default or termination event, in respect of the Guarantor
    only, has or is reasonably likely to have a Material Adverse Effect; and


 


	 	6.2.4	no
    Default is continuing or would reasonably be expected to result from the entry into or performance by it of this Fifth Amendment
    Agreement and the other Additional Finance Documents.


 


	 	7.	NO
    WAIVER OF EXISTING DEFAULTS


 


This
Fifth Amendment Agreement is entered into without prejudice to any and all of the rights and remedies of the Finance Parties under
the Original Facilities Agreement and the other Finance Documents and accordingly nothing in this Fifth Amendment Agreement shall
be deemed to have waived, prejudiced or otherwise adversely affected any of those rights and remedies.


 


	 	8.	AMENDMENT
    Fee and COSTS


 


	 	8.1	Amendment
    fee


 


	 	8.1.1	The
    Borrower shall pay to the Agent (for the account of the Lenders) an upfront fee of EUR [****], to be divided between the
    Lenders pro rata with their Commitments (defined in Schedule 1 (Amended and Restated Facility Agreement).


 


	 	8.1.2	Such
    upfront fee shall be payable on the earlier to occur of:


 


	 	(a)	the
    first Utilisation Date following the Effective Date; and


 


	 	(b)	31
    March 2016.


 


	 	8.2	Amendment
    Costs


 


The
Borrower shall pay to the Agent within three Business Days of demand, (i) all legal fees reasonably incurred by the Agent in assessing,
evaluating, negotiating or complying with this Fifth Amendment Agreement, any other Additional Finance Document and any legal
opinion issued in connection with any Additional Finance Document, subject to prior agreement by the Borrower (acting reasonably)
of fee estimates and limitations or caps (if any) and (ii) all notarial and registration costs and expenses incurred by the Agent
in connection with this Fifth Amendment Agreement and any other Additional Finance Document.


 






    6


     


    

 


	 	9.	MISCELLANEOUS


 


	 	9.1	The
    provisions of Clause 29 (Notices), Clause 31 (Partial Invalidity), Clause 32 (Remedies and Waivers),
    Clause 33 (Amendments and Waivers), Clause 35 (Counterparts), and Clause 37 (Enforcement) of the Original
    Facilities Agreement shall be repeated in this Fifth Amendment Agreement and apply to this Fifth Amendment Agreement as if
    set out in full herein, except that references therein to “this Agreement” shall be construed as references to
    this Fifth Amendment Agreement and references to “both the Obligors”, “each Obligor”, “the relevant
    Obligor” or “each of the Obligors” shall be construed as references to each Obligor.


 


	 	9.2	Unless
    expressly provided to the contrary in a Finance Document, a person who is not a party to this Fifth Amendment Agreement has
    no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or
    to enjoy the benefit of any term of this Fifth Amendment Agreement.


 


	 	9.3	Any
    Delegate and any Receiver may enforce any provision of this Fifth Amendment Agreement which is expressed to be for its benefit,
    subject to Clause 9.4 below and the provisions of the Third Parties Act.


 


	 	9.4	Notwithstanding
    any term of any Finance Document the Parties may rescind, vary, waive, release, assign, novate or otherwise dispose of all
    or any of their respective rights or obligations under this Fifth Amendment Agreement at any time without the consent of any
    person who is not a Party.


 


	 	10.	GOVERNING
    LAW


 


This
Fifth Amendment Agreement and any non-contractual obligations arising out of, or in connection with this Fifth Amendment Agreement
are governed by English law.


 


	 	11.	CONFIRMATIONS


 


	 	11.1	Each
    of the Borrower and Romextur confirms to the Finance Parties that:


 


	 	11.1.1	it
    has entered into this Fifth Amendment Agreement in its own name and not as an agent, representative or trustee of another
    person;


 


	 	11.1.2	it
    has made its own independent investigation and assessment of this Fifth Amendment Agreement, the other Additional Finance
    Documents and the transactions contemplated by such Additional Finance Documents (including, without limitation, by having
    recourse to independent, external legal, financial or technical advisers, selected at its own discretion);


 


	 	11.1.3	its
    decision to enter into this Fifth Amendment Agreement, the other Additional Finance Documents and the transactions contemplated
    by such Additional Finance Documents, was not determined, or influenced by any communication, representation or statement
    (written or oral) made by the Finance Parties (or an Affiliate of the Finance Parties, or any of its representatives);


 


	 	11.1.4	it
    is capable of understanding (either by itself or with the assistance of its advisers) and hereby acknowledges the terms and
    provisions (either internal or external) of this Fifth Amendment Agreement, the other Additional Finance Documents and the
    transactions contemplated by such Additional Finance Documents, together with its obligations, liabilities, rights and remedies,
    arising thereunder, to which it hereby agrees; and


 


	 	11.1.5	it
    has negotiated with the Finance Parties each term and condition of this Fifth Amendment Agreement and the other Additional
    Finance Documents.


 


	 	11.2	For
    purposes of this Clause 11 (Confirmations), negotiation of terms and conditions means both:


 


	 	11.2.1	the
    exchange of proposals and suggestions between the Parties and reaching an agreed form of such terms and conditions; and


 


	 	11.2.2	the
    unconditional acceptance by one Party of the terms proposed by the other Party.


 


	 	11.3	This
    Fifth Amendment Agreement is entered into pursuant to the Parties’ negotiation, and represents the agreement of the
    Parties regarding all essential and ancillary terms and conditions of this Fifth Amendment Agreement.


 


IN
WITNESS of which this Fifth Amendment Agreement has been signed and entered into as a deed and is intended to be and is delivered
on the date stated at the beginning of this Fifth Amendment Agreement. 


 






    7


     


    

  


Schedule
1


 


Amended
and Restated Facilities Agreement



 




 


THE
SYMBOL "[****]" DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMIITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 


DATE:                    2016


 





 



 


EUR
97,000,000


 


TERM
FACILITY AGREEMENT


 





 



 


between


 


RAIFFEISEN
BANK international ag


(as
Agent, Security Agent, Original Lender and Account Bank)


  


RAIFFEISEN
BANK s.a.


(as
Original Lender, Hedge Counterparty and Account Bank)


 


and


 


Bucuresti
Turism S.A. 


(as
Borrower)


 


ELBIT
IMAGING LTD


(as Guarantor)


 





 



 


CMS
Cameron McKenna SCA


4th
Floor


S-PARK


11-15
Tipografilor Str.


013714
Bucharest


T
+40 21 407 3800


F
+40 21 407 3900


 






    8


     


    

 


Table
of contents


 





	 	1.	Definitions and Interpretation	10
	 	2.	The Facilities	34
	 	3.	Purpose	36
	 	4.	Conditions of Utilisation	37
	 	5.	Utilisation	37
	 	6.	Repayment	38
	 	7.	Prepayment and Cancellation	39
	 	8.	Interest	42
	 	9.	Interest Periods	43
	 	10.	Changes to the Calculation of Interest	43
	 	11.	Fees	44
	 	12.	Payment Increases and Indemnities	45
	 	13.	Increased Costs	48
	 	14.	Other Indemnities	50
	 	15.	Mitigation by the Lenders	52
	 	16.	Costs and Expenses	53
	 	17.	Guarantee and Indemnity	54
	 	18.	Bank Accounts	57
	 	19.	Representations	62
	 	20.	Information Undertakings	70
	 	21.	Financial Covenants	75
	 	22.	General Undertakings	77
	 	23.	Events of Default	88
	 	24.	Changes to the Lenders and Hedge Counterparties	94
	 	25.	Restriction on Debt Purchase Transactions	98
	 	26.	Changes to the Obligors	99
	 	27.	Role of the Agent, the Security Agent, the Account Banks and the Hedge Counterparties	99
	 	28.	Conduct of Business by the Finance Parties	114
	 	29.	Application of Proceeds	114
	 	30.	Sharing among the Finance Parties	116
	 	31.	Payment Mechanics	117
	 	32.	Set-off	120
	 	33.	Notices	120
	 	34.	Calculations and Certificates	124
	 	35.	Partial Invalidity	124
	 	36.	Remedies and Waivers	124
	 	37.	Amendments and Waivers	125
	 	38.	Confidential Information	126
	 	39.	Confidentiality of Reference Bank Rates	129
	 	40.	Confirmations	130
	 	41.	Counterparts	131
	 	42.	Governing law	131
	 	43.	Enforcement	131
	Schedule 1 The Original Parties	132
	 	Part I The Original Obligors	132
	 	Part II The Original Lenders	132
	Schedule 2 Material Authorisations	133
	Schedule 3 Utilisation Request	134
	Schedule 4 Form of Transfer Certificate	135
	 	THE SCHEDULE  Commitment/Rights and Obligations to be Transferred	135
	Schedule 5 Form of Assignment Agreement	136
	 	THE SCHEDULE  Rights to be Assigned and Obligations to be Released and Undertaken	137
	Schedule 6 Form of Compliance Certificate	138
	Schedule 7 Repayment Schedule	140
	Schedule 8 Insurance	141
	Schedule 9 Timetables	145
	Schedule 10 Form of Forecast	146




 






    9


     


    

 


THIS
AMENDED AND RESTATED FACILITY AGREEMENT (hereinafter referred to as the “Agreement”) is dated 10
March 2016 and made


 


between:


 


	(1)	BUCURESTI
    TURISM S.A., a joint stock company incorporated in Romania, whose address is at 63-81 Calea Victoriei Street, Sector 1,
    Bucharest, Romania and registered in the company register under registration number J/40/167/1991, sole registration code
    1567802 (the “Borrower”);


 


	(2)	ELBIT
    IMAGING LTD, a limited liability company incorporated in Israel, whose address is at 7 Mota Gur, Petah Tikva, Israel,
    registered with the Registrar of Companies of Israel under registration number 550241996 (the “Guarantor”);


 


	(3)	THE
    COMPANIES listed in Part I of Schedule 1 (The Parties) as obligors (together the “Obligors”);


 


	(4)	THE
    FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Parties) as original lenders (the “Original
    Lenders”);


 


	(5)	RAIFFEISEN
    BANK S.A. as hedge provider (the “Hedge Counterparty”);


 


	(6)	RAIFFEISEN
    BANK INTERNATIONAL AG as agent of the Finance Parties (the “Agent”);


 


	(7)	RAIFFEISEN
    BANK INTERNATIONAL AG as security agent for the Secured Parties (the “Security Agent”); and


 


	(8)	RAIFFEISEN
    BANK INTERNATIONAL AG and RAIFFEISEN BANK SA as account banks (the “Account Banks”).


 


together
referred to in this Agreement as the “Parties” and each individually as a “Party”.


 


REcitals
– whereas:


 


	(A)	The
    Parties have agreed to amend and restate the Original Facilities Agreement (as defined below) on the terms set out in this
    Agreement with effect from the Effective Date.


 


	(B)	The
    Original Lenders have agreed to:


 


	 	(i)	extend
    the Final Maturity Date for the repayment of Loans; and


 


	 	(ii)	increase
    the amounts of the existing facilities and make available to the Borrower a new term loan facility, up to maximum principal
    amounts equal to the Total Commitments,


 


subject
to the terms and conditions set out in this Agreement.


 


IT
IS AGREED as follows:


 


	1.	Definitions
    and Interpretation


 


	1.1	Definitions


 


In
this Agreement:


 


“Accounts”
means the Amex Accounts, the Collection Accounts, the Construction Accounts, the Current Account, the Debt Service Reserve Account,
the FF&E Reserve Accounts, the Treasury Account, (in each case, to the extent applicable under the terms of this Agreement)
and the UniCredit Accounts, and any other account of the Borrower or Romextur held with an Account Bank or, in the case of the
Amex Accounts, the applicable account bank.


 


“Actual
Debt Service Cover Ratio” means the ratio of EBITDA to Debt Service.


 


“Actual
Yield on Debt” means the ratio of EBITDA to Debt.


 






    10


     


    

 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Amex
Accounts” means the account numbers 6104386-01 and 6104386-02 denominated in Romanian Lei and held with Bancpost SA
in the name of the Borrower.


 


“Amex
Accounts Proceeds” means any payments or receipts into the Amex Accounts received by the Borrower in connection with
the operation of the Project Facilities.


 


“Applicable
Accounting Principles” means:


 


	 	(a)	in
    respect of Romextur, GAAP; and


 


	 	(b)	in
    respect of any other Obligor, IFRS.


 


“Assignment
Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement)
or any other form agreed between the relevant assignor and assignee.


 


“Auditors”
means Deloitte or any other firm approved in advance by the Agent (such approval not to be unreasonably withheld or delayed).


 


“Austrian
Account Pledge Agreement” means the security agreement governed by Austrian law and dated on or about the date of this
Agreement, pursuant to which the Borrower grants (or is to grant) in favour of the Security Agent and the Finance Parties a first
ranking pledge over the Debt Service Reserve Account.


 


“Authorisation”
means an authorisation, permission, consent, approval, resolution, licence, exemption, filing, notarisation or registration required
by any person in connection with the Transaction Documents and the Project.


 


“Availability
Period” means:


 


	 	(a)	in
    relation to Facility A, the period from and including the date of the Fifth Amendment Agreement up to and including the earlier
    to occur of:


 


	 	(i)	31
    March 2016; and


 


	 	(ii)	the
    date on which the Available Facility A is reduced to zero; and


 


	 	(b)	in
    relation to Facility C, the period from and including 30 September 2016 up to and including the earlier to occur of:


 


	 	(i)	30
    June 2017; and


 


	 	(ii)	the
    date on which the Available Facility C is reduced to zero.


 


“Available
Facility” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:


 


	 	(a)	the
    amount of its participation in any outstanding Loans under that Facility; and


 


	 	(b)	in
    relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility
    on or before the proposed Utilisation Date.


 


“BEAH”
means BEA Hotels Eastern Europe B.V., a private company with limited liability incorporated in the Netherlands, whose address
is at Rietlandpark 125, 1019 DT Amsterdam, Netherlands and registered in the Dutch Trade register under registration number 34149675.


 


“BEAHF”
means BEA Hotels Finance B.V., a private company with limited liability incorporated in the Netherlands, whose address is at Rietlandpark
125, 1019 DT Amsterdam, the Netherlands and registered in the Dutch Trade register under registration number 34357583.


 






    11


     


    

 


“BEAHF
Loan Agreement” means the loan agreement dated 20 May 2015 between BEAHF and the Borrower, whereby BEAHF made
available to the Borrower amounts not exceeding €14,969,709 for the purpose of the Borrower buying back shares in its share
capital, during the delisting of the Borrower.


 


“Break
Costs” means the amount (if any) by which:


 


	 	(a)	the
    interest which a Lender should have received for the period from the date of receipt of all or any part of its participation
    in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal
    amount or Unpaid Sum received been paid on the last day of that Interest Period;


 


exceeds:


 


	 	(b)	the
    amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received
    by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following
    receipt or recovery and ending on the last day of the current Interest Period.


 


“Budget”
means the one-year budget for the Project prepared by the Manager and delivered to the Agent, as amended from time to time in
accordance with Clause 20.9 (Budget updates and Forecast).


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Vienna and Bucharest
and which is a TARGET Day.


 


“BUTU
Framework Loan Agreement” means the framework loan agreement to be entered into between the Borrower (as lender) and
BEAHF (as borrower), pursuant to which the Borrower shall make available to BEAHF loans in aggregate principal amount not exceeding
EUR 35,000,000, for corporate purposes.


 


“Calculation
Date” means:


 


	 	(a)	in
    respect of the Loan to Value Ratio:


 


	 	(i)	no
    later than 5 Business Days prior to the Utilisation Date of the Facility C Loan; and


 


	 	(ii)	31
    March in each Financial Year;


 


	 	(b)	in
    respect of the Actual Yield on Debt and the Projected Yield on Debt, 31 December in each Financial Year;


 


	 	(c)	in
    respect of the Actual Debt Service Cover Ratio and the Projected Debt Service Cover Ratio, each of 31 March, 30 June, 30 September
    and 31 December in each Financial Year; and


 


	 	(d)	at
    any other date specified by the Agent:


 


	 	(i)	at
    any time when a Default is continuing; and


 


	 	(ii)	at
    any other time when a Lender notifies the Agent (and the Agent notifies the Borrower) that such calculation is required by
    applicable law in the jurisdiction of the Facility Office of that Lender.


 


“Calculation
Period” means, in respect of any Calculation Date, the 12 Month period ending on that Calculation Date.


 


“Capital
Expenditure” means expenditure or commitment for expenditure for the improvement of the Project Facilities and which
is not included in the FF&E.


 


“Certified
Copy” means a copy of an original document which is certified by a director or an authorised signatory of the relevant
Obligor as being a copy of that document.


 






    12


     


    

 


“Code”
means the US Internal Revenue Code of 1986.


 


“Collection
Accounts” means the accounts held and maintained by the Borrower and Romextur pursuant to Clause 18.1.1 and any other
account opened by the Borrower or Romextur with an Account Bank and which is designated by the Agent and the Borrower (acting
together) as a Collection Account.


 


“Commitment”
means a Facility A Commitment, a Facility B Commitment or a Facility C Commitment.


 


“Compensation”
means any compensation (other than Insurance Proceeds) payable to and received by an Obligor in respect of:


 


	 	(a)	any
    seizure, compulsory acquisition, expropriation, nationalisation, intervention, restriction or other action by or on behalf
    of any governmental, regulatory or other person in relation to it or any of its assets, save for the Guarantor only, to the
    extent of the Project Facilities and the assets subject to the Transaction Security;


 


	 	(b)	any
    sum paid to or for the account of the Borrower in respect of the release, inhibition, modification, suspension or extinguishment
    of any rights benefiting the Project Facilities, or the imposition of any restrictions affecting the Project Facilities, or
    the grant of any easement or rights over or affecting the Project Facilities or any part of them; and


 


	 	(c)	any
    sum paid to or for the account of the Borrower in respect of the refusal, revocation, suspension, modification or imposition
    of conditions in respect of any Authorisation, or any other official order or notice restricting the construction or operation
    of the Project Facilities.


 


“Compliance
Certificate” means a certificate substantially in the form set out in Schedule 6 (Compliance Certificate).


 


“Confidential
Information” means all information relating to the Obligors, the Project, the Project Facilities, the Transaction Documents
or a Facility in respect of which a Lender becomes aware in its capacity as Lender or which is received by a Lender in relation
to the Finance Documents or a Facility from any Obligor, any Affiliate of an Obligor or any of their advisers, in whatever form,
and includes information given orally and any document, electronic file or any other way of representing or recording information
which contains or is derived or copied from such information but excludes information that:


 


	 	(a)	is
    or becomes public information other than as a direct or indirect result of any breach by a Lender of Clause 38 (Confidentiality);
    or


 


	 	(b)	is
    identified in writing at the time of delivery as non-confidential by any Obligor, any Affiliate of an Obligor or any of their
    advisers; or


 


	 	(c)	is
    known by a Lender before the date the information is disclosed to it in accordance with this definition above or is lawfully
    obtained by that Lender after that date, from a source which is, as far as it is aware, unconnected with the Obligors or any
    of their Affiliates and which, in either case, as far as it is aware, has not been obtained in breach of, and is not otherwise
    subject to, any obligation of confidentiality.


 


“Confidentiality
Undertaking” means a confidentiality undertaking substantially in a form recommended by the LMA or in any other form
agreed between the Borrower and the Agent.


 


“Construction
Account” means each account opened and maintained by the Borrower pursuant to Clause 18.1.1(c).


 


“Consultancy
Agreement” means the agreement entered into prior to the Effective Date, between the Borrower (as beneficiary) and the
Guarantor (as consultant) pursuant to which the Guarantor agrees to provide to the Borrower consultancy services for the management
and operation of the Borrower and the Project Facilities, subject to the terms and conditions set out therein.


 






    13


     


    

 


“Control
over Bank Accounts Agreement (Bancpost)” means the agreement regarding control over bank accounts dated 27 April
2012 entered into between the Borrower, Raiffeisen Bank International AG and Bancpost.


 


“Control
over Bank Accounts Agreement (UniCredit)” means the agreement regarding control over bank accounts dated 27 April
2012 entered into between the Borrower, Raiffeisen Bank International AG and UniCredit.


 


“Current
Account” means the account held and maintained by the Borrower pursuant to Clause 18.1.1(b).


 


“Dangerous
Materials” means any element or substance (in any form) which is subject to regulatory control as being hazardous or
dangerous or which is capable of causing harm or damage to the Environment.


 


“Debt”
means, as at any date, the aggregate principal amount of all Loans outstanding on that date.


 


“Debt
Purchase Transaction” means, in relation to a person, a transaction where such person:


 


	 	(a)	purchases
    by way of assignment or transfer;


 


	 	(b)	enters
    into any sub-participation in respect of; or


 


	 	(c)	enters
    into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect
    of,


 


any
Commitment or amount outstanding under this Agreement


 


“Debt
Service” means, in respect of any period:


 


	 	(a)	the
    aggregate of:


 


	 	(i)	the
    amount of Financing Costs payable (whether or not paid) during that period; and


 


	 	(ii)	the
    Financing Principal payable (whether or not paid) during that period;


 


minus,


 


	 	(b)	net
    payments (other than any termination amounts) payable (whether or not paid) to the Borrower under any Hedging Agreement during
    that period.


 


“Debt
Service Reserve Account” means the account opened and maintained by the Borrower pursuant to Clause 18.4.


 


“Default”
means an Event of Default or any event or circumstance specified as such in Clause 22.27 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of any determination or the satisfaction of (or failure
to satisfy) any condition under the Finance Documents or any combination of any of the foregoing) be an Event of Default.


 


“Delegate”
has the meaning given in the Subordination Agreement.


 


“Disposal
Proceeds” means the consideration receivable by the Borrower or any Affiliate of the Borrower (including any amount
receivable in repayment of intercompany debt) for any disposal permitted to be made by the Borrower or BEAH under Clause 22.10
(Disposals) after deducting any reasonable expenses incurred by the Borrower with respect to that disposal to persons who
are not Affiliates and any Taxes payable directly upon that disposal (and including VAT, property tax required to be paid in accordance
with the applicable law in advance for the purpose of the disposal and civil transaction tax but, for the avoidance of doubt,
excluding any profit, gains or other annual or periodic tax).


 






    14


     


    

 


“Disruption
Event” means either or both of:


 


	 	(a)	a
    material disruption to those payment or communications systems or to those financial markets which are, in each case, required
    to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated
    by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties;
    or


 


	 	(b)	the
    occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or
    payments operations of a Party preventing that, or any other Party:


 


	 	(i)	from
    performing its payment obligations under the Finance Documents; or


 


	 	(ii)	from
    communicating with other Parties in accordance with the terms of the Finance Documents,


 


and
which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.


 


“Distribution”
means any payment by the Borrower to any other Obligor or any Affiliate of an Obligor.


 


“EBITDA”
means, in respect of any period, the operating profit of the Borrower for that period calculated in accordance with IFRS by reference
on the most recent audited financial statements of the Borrower delivered in accordance with Clause 20.1:


 


	 	(a)	calculated
    before:


 


	 	(i)	Tax;


 


	 	(ii)	any
    finance payments, including without limitation, interest, commission, discounts, prepayment fees, premiums or charges and
    any fees (including fees payable to the Guarantor under the Guarantor Fee Agreement, but not exceeding an amount equal 1.5%
    per annum of the aggregate amount of the obligations guaranteed by the Guarantor under Clause 17 (Guarantee and indemnity)
    and fees payable to the Guarantor under the Consultancy Agreement not exceeding an annual aggregate amount as set out in the
    PricewaterhouseCoopers analysis referred to in Clause 1 of Schedule 3 (Conditions Subsequent) of the Fifth Amendment
    Agreement); and


 


	 	(iii)	any
    financial income,
	 	 	 


in
each case whether paid, payable or capitalised; and


 


	 	(b)	adding
    back amounts attributable to depreciation or amortisation of tangible and intangible fixed assets.


 


“Effective
Date” means the date determined in accordance with Clause 2 (Effective Date) of the Fifth Amendment Agreement.


 


“Electronic
Archive for Real Movable Security” means the Electronic Archive for Real Movable Security (Arhiva Electronica de
Garantii Reale Mobiliare), as such is reflected/provided under Art. 2413 of the Romanian Civil Code.


 






    15


     


    

 


“Elscint
Guarantee Fee Agreement” means the agreement dated 13 June 2012 and entered into between the Borrower and the Guarantor,
pursuant to which the Borrower has agreed to pay the Guarantor a fee of EUR 1,344,457.89.


 


“Environment”
means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the
following media:


 


	 	(a)	air
    (including, without limitation, air within natural or man-made structures, whether above or below ground);


 


	 	(b)	water
    (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and
    sewers); and


 


	 	(c)	land
    (including, without limitation, land under water).


 


“Environmental
Authorisation” means all consents, licences and authorisations necessary or, as determined by the Agent (acting reasonably)
in accordance with prudent commercial practice, advisable under Environmental Law for the operation of the Project.


 


“Environmental
Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.


 


“Environmental
Law” means any applicable law or regulation which relates to:


 


	 	(a)	the
    pollution or protection of the Environment;


 


	 	(b)	the
    conditions of the workplace; or


 


	 	(c)	the
    generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is
    capable of causing harm to the Environment, including, without limitation, any waste.


 


“EURIBOR”
means, in relation to any Loan or Unpaid Sum, the applicable Screen Rate;


 


	 	(a)	as
    of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or


 


	 	(b)	as
    otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate)


 


and
if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero


 


“Euros”
or € means the lawful currency of the time being of the European Community.


 


“Event
of Default” means any event or circumstance specified as such in Clause 23(Events of Default).


 


“Excess
Cash” means for each Financial Year for which it is being calculated:


 


	 	(a)	the
    aggregate of:


 


	 	(i)	EBITDA
    of the Borrower for that Financial Year (determined by reference to most recent audited financial statements delivered pursuant
    to Clause 20.1.1(a) (Financial statements));


 


	 	(ii)	subject
    to the prior consent to the Agent and to the extent not included in paragraph (a) above, the amount of any other income paid
    to the Borrower during that Financial Year; and


 


	 	(iii)	the
    amount of any Disposal Proceeds paid to the Borrower during that Financial Year;


 


minus,


 






    16


     


    

 


	 	(b)	the
    aggregate of the following, as incurred and payable by the Borrower during that Financial Year (whether paid or not):


 


	 	(i)	actual
    FF&E costs (in an amount not exceeding the FF&E Reserve and excluding any amounts standing to the credit of the FF&E
    Reserve Account);


 


	 	(ii)	income
    Taxes;


 


	 	(iii)	Debt
    Service;


 


	 	(iv)	any
    actual Capital Expenditure;


 


	 	(v)	the
    amount of any loan or credit made available to Romextur in accordance with Clause 22.14.2; and


 


	 	(vi)	any
    amount prepaid in accordance with Clause 7 (Prepayment and Cancellation).


 


“Facility”
means Facility A, Facility B or Facility C.


 


“Facility
A” means the term loan facility made available under this Agreement as described in Clause 2.1.3.


 


“Facility
A Commitment” means in relation to a Lender, the amount set opposite its name under the heading “Facility A
Commitment” in ‎Part II of Schedule 1 (Lenders) and the amount of any other Commitment transferred to it
under this Agreement, to the extent not cancelled, increased, reduced or transferred by it as permitted under this Agreement.


 


“Facility
A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that
loan.


 


“Facility
B” means the term loan facility made available under the Original Facilities Agreement as Facility B.


 


“Facility
B Commitment” means in relation to a Lender, the amount set opposite its name under the heading “Facility B
Commitment” in ‎Part II of Schedule 1 (Lenders) and the amount of any other Commitment transferred to it
under this Agreement, to the extent not cancelled, increased, reduced or transferred by it as permitted under this Agreement.


 


“Facility
B Loan” means the loan made under Facility B or the principal amount outstanding for the time being of that loan.


 


“Facility
C” means the term loan facility made available under this Agreement as described in Clause 2.1.3(c).


 


“Facility
C Commitment” means in relation to a Lender, the amount set opposite its name under the heading “Facility C
Commitment” in ‎‎Part II of Schedule 1 (Original Lenders) and the amount of any other Commitment transferred
to it under this Agreement, to the extent not cancelled, increased, reduced or transferred by it as permitted under this Agreement.


 


“Facility
C Loan” means a loan made or to be made under Facility C or the principal amount outstanding for the time being
of that loan. 


 


“Facility
Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a
Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which
it will perform its obligations under this Agreement.


 


“FATCA”
means:


 


	 	(a)	sections
    1471 to 1474 of the Code or any associated regulations;


 






    17


     


    

 


	 	(b)	any
    treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any
    other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph
    (a) above; or


 


	 	(c)	any
    agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with
    the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.


 


“FATCA
Application Date” means:


 


	 	(a)	in
    relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments
    of interest and certain other payments from sources within the US), 1 July 2014;


 


	 	(b)	in
    relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross
    proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January
    2019; or


 


	 	(c)	in
    relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a)
    or (b) above, 1 January 2019,


 


or,
in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a
result of any change in FATCA after the date of this Agreement.


 


“FATCA
Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA
Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.


 


“FATCA
FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party
is not a FATCA Exempt Party, could be required to make a FATCA Deduction.


 


“FF&E”
means all furniture, furnishings, wall coverings, fixtures, equipment, and systems located at, or used in connection with the
Project Facilities and owned by the Borrower, together with all replacements and additions, including: all guestrooms and public
area furniture and equipment; all equipment and systems required for the operation of kitchens, bars, laundry and dry cleaning
facilities; office equipment, dining room wagons, material handling equipment, cleaning and engineering equipment, telephone systems,
computer hardware and vehicles.


 


“FF&E
Reserve” means five per cent. of the Total Revenues of the Hotel (each such term as defined in the Management Agreement)
reserved towards FF&E costs pursuant to the Management Agreement.


 


“FF&E
Reserve Accounts” means the account (and any renewal or redesignation thereof) of the Borrower, with account number
RO28RZBR0000060013815405 denominated in Romanian Lei, RO25 RZBR0000060018235361 and any such other accounts, into which the FF&E
Reserve shall be deposited, as required under the Management Agreement.


 


“Fifth
Amendment Agreement” means the fifth amendment agreement to the Original Facilities Agreement entered into between the
parties to the Original Facilities Agreement, on 9 March 2016, and pursuant to which the Parties agreed to amend, supplement and
restate the Original Facilities Agreement on the terms and conditions set out in this Agreement.


 


“Final
Maturity Date” means 31 December 2020.


 


“Finance
Documents” means:


 


	 	(a)	this
    Agreement;


 






    18


     


    

 


	 	(b)	the
    Subordination Agreement;


 


	 	(c)	subject
    to Clause 31.11 (Application of certain provisions to Hedging Agreements), the Hedging Agreements;


 


	 	(d)	the
    Transaction Security Documents;


 


	 	(e)	each
    Utilisation Request; and


 


	 	(f)	any
    other document designated as such by the Agent and the Borrower (acting together).


 


“Finance
Party” means the Agent, the Security Agent, a Hedge Counterparty or a Lender.


 


“Financial
Indebtedness” means any indebtedness for or in respect of:


 


	 	(a)	moneys
    borrowed;


 


	 	(b)	any
    amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;


 


	 	(c)	any
    amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;


 


	 	(d)	the
    amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Applicable Accounting
    Principles, be treated as a finance or capital lease;


 


	 	(e)	receivables
    sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);


 


	 	(f)	any
    amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect
    of a borrowing;


 


	 	(g)	any
    derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price
    (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount
    is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);


 


	 	(h)	any
    counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other
    instrument issued by a bank or financial institution; and


 


	 	(i)	the
    amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h)
    above.


 


“Financial
Year” means the annual accounting period for each Obligor ending on 31 December each year.


 


“Financing
Costs” means, in respect of a period, the aggregate of:


 


	 	(a)	amounts
    in the nature of interest paid or payable in that period under this Agreement in respect of the Loans (including default interest
    and any sums payable under Clauses 10.3 (Market disruption), 12.2 (Payment increases) and 13 (Increased costs));


 


	 	(b)	all
    fees, commissions and charges paid or payable in that period by the Borrower under this Agreement in respect of the Loans;
    and


 


	 	(c)	amounts
    paid or payable by the Borrower under any Hedging Agreement in that period other than any termination payments.


 


“Financing
Principal” means, in respect of any period, scheduled payments of principal paid or payable under this Agreement in
respect of the Loans, but excluding the balance of the principal amount due and payable on the Final Maturity Date and any amounts
prepaid (or required to be prepaid) in accordance with Clause 7 (Prepayment and cancellation).


 






    19


     


    

 


“Force
Majeure Event” means an event of force majeure (however described) as defined in or contemplated by any Project
Document.


 


“Forecast”
means the five-year forecast prepared (and amended from time to time) by the Borrower and delivered to the Agent as required by
Clause 20.9.2 and otherwise in from and substance as set out in Schedule 10 (Form of Forecast).


 


“GAAP”
means generally accepted accounting principles in Romania.


 


“Good
Industry Practice” means the exercise of that degree of skill, diligence, prudence, foresight and operating practice
which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking
as the relevant Obligor under the same or similar circumstances.


 


“Gross
Revenues” means, in relation to a period, without double counting, all moneys received (or, as applicable, projected
to be received) by or on behalf of the Borrower or Romextur in that period including of a revenue or income nature:


 


	 	(a)	under
    a Project Document;


 


	 	(b)	under
    the Insurances, in respect of delay in start-up or loss of revenue;


 


	 	(c)	as
    a refund of Tax (including VAT receipts); and


 


	 	(d)	as
    interest and income earned on the Accounts.


 


which
shall include the Total Revenue of the Hotel (as defined in the Management Agreement), but excluding Compensation and amounts
received or receivable (as applicable) under any Hedging Agreement.


 


“Guarantee
Fee Agreement” means the agreement entered into prior to the Effective Date, between the Borrower (as payor) and the
Guarantor (as payee) pursuant to which the Borrower agrees to pay to the Guarantor a fee for the guarantee provided by the Guarantor
in favour of the Finance Parties under, and in connection with, this Agreement.


 


“Guaranteed
Obligations” has the meaning given to it in Clause 17 (Guarantee and indemnity).


 


“Hedging
Agreement” means each interest rate hedging agreement between the Borrower and the Hedge Counterparty constituted by
a framework agreement, the schedule thereto (or any similar agreement), any transaction entered into and the related confirmation
thereunder, each entered into in accordance with Clause 22.25 (Hedging).


 


“Hedging
Real Estate Mortgage” means each of:


 


	 	(a)	the
    agreement creating a real estate mortgage relating to the Project Facilities and future property to be made between the Borrower
    and the Hedge Counterparties for the purpose of securing the liabilities of the Obligors arising under the Hedging Agreements,
    ranking behind the real estate mortgage created pursuant to the Borrower Mortgage Agreement; and


 


	 	(b)	the
    agreement creating a real estate mortgage relating to the Project Facilities and future property to be made between Romextur
    and the Hedge Counterparties for the purpose of securing the liabilities of the Obligors arising under the Hedging Agreements,
    ranking behind the real estate mortgage created pursuant to the Romextur Mortgage Agreement.


 






    20


     


    

 


“Hedging
Shares Mortgage” means each of:


 


	 	(a)	the
    agreement creating a movable mortgage over the shares held by BEAH in the Borrower, to be made between BEAH, the Borrower
    and the Hedge Counterparties for the purpose of securing the liabilities of the Borrower arising under the Hedging Agreements,
    ranking behind the moveable mortgage created pursuant to the Shares Security Agreement (Borrower); and


 


	 	(b)	the
    agreement creating a movable mortgage over the shares held by the Borrower in Romextur, to be made between the Borrower, Romextur
    and the Hedge Counterparties for the purpose of securing the liabilities of the Borrower arising under the Hedging Agreements,
    ranking behind the moveable mortgage created pursuant to the Shares Security Agreement (Borrower).


 


“Holding
Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is
a Subsidiary.


 


“IFRS”
means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.


 


“Initial
Valuation” means the Valuation prepared as at a date no earlier than 31 October 2015 and provided to the Agent pursuant
to Part I (Conditions Precedent to Effective Date) of Schedule 2 (Conditions Precedent) to Fifth Amendment Agreement.


 


“Insurance”
means the contracts and policies of insurance taken out on behalf of the Borrower and/or Romextur in accordance with Clause 22.19
(Insurance) and Schedule 8 (Insurance) and or (to the extent of its interest) in which the Borrower or Romextur
has an interest.


 


“Insurance
Proceeds” means all proceeds of Insurance payable to and received by the Borrower or Romextur.


 


“Intellectual
Property” means:


 


	 	(a)	any
    patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral
    rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now
    or in the future subsist), whether registered or unregistered; and


 


	 	(b)	the
    benefit of all applications and rights to use such assets of each Obligor (which may now or in the future subsist).


 


“Interest
Payment Date” means:


 


	 	(c)	31
    March, 30 June, 30 September and 31 December in each year; and


 


	 	(d)	the
    Final Maturity Date


 


provided
that if any Interest Payment Date is not a Business Day, the Interest Payment Date will be the next Business Day in that month
(if there is one), or if there is no such Business Day in that month, the immediately preceding Business Day.


 


“Interest
Period” means, in relation to a Loan, each three-Month period as specified in Clause 9.1 (Length of Interest
Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).


 


“Interpolated
Screen Rate” means, in relation to any Loan or Unpaid Sum, the rate (rounded to the same number of decimal places as
the two relevant Screen Rates) which results from interpolating on a linear basis between:


 


	 	(a)	the
    applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period
    of that Loan or Unpaid Sum; and


 






    21


     


    

 


	 	(b)	the
    applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period
    of that Loan or Unpaid Sum,


 


each
as of the Specified Time for the currency of that Loan or Unpaid Sum.


 


“Land
Book” means the real estate registry and immovable property publicity office organised and operating in accordance with
Law No. 7/1996 of Romania on the real estate registry and the immovable property publicity, as further amended and supplemented.


 


“Lease
Agreements” means each lease agreement entered into between the Borrower or Romextur and a tenant of the prime commercial
area in the Hospitality Complex.


 


“Legal
Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent).


 


“Legal
Reservations” means:


 


	 	(a)	the
    principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement
    by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors (or as the case
    may be) secured creditors;


 


	 	(b)	the
    time barring of claims under the Limitation Acts and any other analogous legislation in a Relevant Jurisdiction, the possibility
    that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty under applicable law may
    be void and defences of set-off or counterclaim;


 


	 	(c)	similar
    principles, rights and defences under the laws of any Relevant Jurisdiction; and


 


	 	(d)	any
    other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal
    Opinions.


 


Lender”
means:


 


	 	(a)	any
    Original Lender; and


 


	 	(b)	any
    other person which has become a Lender in accordance with Clause 24 (Changes to the Lenders and Hedge Counterparties),


 


which
in each case has not ceased to be a Party in accordance with the terms of this Agreement.


 


“Limitation
Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


“Loan”
means the Facility A Loan, the Facility B Loan or the Facility C Loan, together, the Loans.


 


“Loan
to Value Ratio” means, on any relevant date, the Loans outstanding on that date as a percentage of the aggregate market
value of the Project Facilities on that date (determined in accordance with the most recent Valuation of the Project Facilities
at that time).


 


“LMA”
means the Loan Market Association.


 


“Major
Project Parties” means:


 


	 	(a)	each
    Obligor;


 


	 	(b)	the
    Manager; and


 


	 	(c)	each
    tenant under a Material Lease Agreement.


 


“Majority
Lenders” means a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the
Total Commitments or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the
Total Commitments immediately prior to the reduction.


 






    22


     


    

 


“Management
Agreement” means each of:


 


	 	(a)	the
    agreement dated 26 November 2010, as amended on 1 January 2011, and further amended on 22 December 2014, between the Manager
    and the Borrower; and


 


	 	(b)	the
    New Park Inn Management Agreement.


 


“Manager”
means Rezidor Hotels ApS Danmark, a company incorporated in Denmark whose registered office is located at Rezidor Corporate Accounting,
Amager Strandvej 60-64, 3rd Floor, DK-2300, Copenhagen 5, Denmark and which is registered under registration number CVR 73337712.


 


“Manager’s
Side Letter” means the letter dated 22 December 2014 from the Manager to the Borrower relating to, inter alia,
the Manager’s implementation of operational synergies.


 


“Margin”
means 3.75 per cent per annum.


 


“Material
Adverse Effect” means a material adverse effect on:


 


	 	(a)	the
    Project, the business, operations, assets or condition (financial or otherwise) of any of the Obligors (other than the Guarantor);


 


	 	(b)	the
    ability of any Obligor (other than the Guarantor) to perform its obligations under any Finance Document;


 


	 	(c)	the
    ability of the Guarantor to perform its obligations under Clause 17 (Guarantee and indemnity);


 


	 	(d)	the
    ability of the Manager to perform its obligations under the Management Agreement where the consequence of that effect is material
    to the interests of the Finance Parties; or


 


	 	(e)	the
    validity or enforceability of any Finance Document or the Management Agreement.


 


“Material
Authorisation” means the Authorisations set out in Schedule 2 (Material Authorisations) and any other Authorisations
required by the Agent (acting reasonably) in accordance with prudent commercial practice at the time as notified to the Borrower
from time to time.


 


“Material
Lease Agreement” means:


 


	 	(a)	each
    of the following (as amended from time to time):


 


	 	(i)	the
    Lease Agreement dated 2 April 2004 entered into between the Borrower and World Class Romania S.A.;


 


	 	(ii)	the
    Lease Agreement dated 19 October 2006 entered into between the Borrower and General Real Estate S.R.L. with respect to the
    Platinum Casino facility;


 


	 	(iii)	the
    Lease Agreement dated 5 July 2011 entered into between the Borrower and The Luxury Division S.R.L. (previously Dream Homes
    Residence S.R.L.), as further amended in December 2011 and on 1 March 2012;; and


 


	 	(iv)	the
    Lease Agreement dated 14 June 2011 and entered into between the Borrower and Romextur, pursuant to which the Borrower leases
    from Romextur, the Romextur Building; and


 


	 	(b)	any
    other Lease Agreement entered into following the Effective Date, with an annual aggregate rental income of EUR 150,000 (or
    its equivalent in any other currency) or more.


 


“Member
State” means a member state of the European Community.


 






    23


     


    

 


“Month”
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month,
except that:


 


	 	(a)	(subject
    to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next
    Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately
    preceding Business Day;


 


	 	(b)	if
    there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the
    last Business Day in that calendar month; and


 


	 	(c)	if
    an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business
    Day in the calendar month in which that Interest Period is to end.


 


The
above rules (a) to (c) will only apply to the last Month of any period.


 


“Mortgage
Agreements” means:


 


	 	(a)	the
    mortgage relating to the Project Facilities and future property dated 21 September 2011 between the Borrower and Raiffeisen
    Bank International AG; and


 


	 	(b)	the
    mortgage relating to the Project Facilities and future property dated 21 September 2011 between Romextur and Raiffeisen Bank
    International AG.


 


“Mortgage
over Bank Accounts” means the mortgage over bank accounts agreement dated 27 April 2012 between the Borrower and Raiffeisen
Bank International AG.


 


“Net
Operational Profit” means, for any period for which it is being calculated, the net operating profit of the Borrower
for that period calculated in accordance with the Uniform System of Accounts for the Lodging Industry.


 


“New
Park Inn Management Agreement” means the international management agreement dated 22 December 2014 between the
Manager and the Borrower.


 


“Obligor”
means the Borrower, the Guarantor, BEAH and Romextur.


 


“Obligors’
Agent” means the Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant
to Clause 2.2 (Obligors’ Agent).


 


“Original
Facilities Agreement” means the EUR 71,500,000 facilities agreement entered between the Obligors and Raiffeisen Bank
International AG dated 16 September 2011, amended on 27 September 2011, on 26 March 2012, on 18 September 2014 and on 5 May 2015.


 


“Original
Financial Statements” means:


 


	 	(a)	in
    relation to the Borrower:


 


	 	(i)	its
    audited financial statements (including all additional information and notes to the accounts) together with the relevant directors’
    report and auditors’ report for the Financial Year ended 2015;


 


	 	(ii)	its
    financial statements for the six Month period ending 30 June 2015;


 


	 	(b)	in
    relation to the Guarantor, its audited financial statements (including all additional information and notes to the accounts)
    together with the relevant directors’ report and auditors’ report for its Financial Year ended 2015;


 


	 	(c)	in
    relation to BEAH, its financial statements (including all additional information and notes to the accounts) for its Financial
    Year ended 2015; and


 


	 	(d)	in
    relation to Romextur, its audited financial statements (including all additional information and notes to the accounts) together
    with the relevant documents prepared in accordance with applicable legislation for its Financial Year ended 2015.


 






    24


     


    

 


“Overseas
Obligor” means any Obligor to the extent that it is an overseas company within the meaning of section 1044 of
the Companies Act 2006.


 


“Participating
Member State” means any Member State that adopts or has adopted the Euro as its lawful currency in accordance with legislation
of the European Community relating to Economic and Monetary Union.


 


“Perfection
Requirements” means:


 


	 	(a)	authentication
    by a public notary (autentificarea de catre notarul public) of a Mortgage Agreement;


 


	 	(b)	registration
    of the particulars of:


 


	 	(i)	each
    Romanian Security Document in the Electronic Archive for Real Movable Security;


 


	 	(ii)	the
    Mortgage Agreement provided by the Borrower in the Land Book;


 


	 	(iii)	the
    Mortgage Agreement provided by Romextur in the Land Book;


 


	 	(iv)	the
    Shares Security Agreement (Borrower) in the Borrower’s shareholders’ register; and


 


	 	(v)	the
    Shares Security Agreement (Romextur) in the shareholders’ register of Romextur; and


 


	 	(c)	the
    creation of control over bank accounts as contemplated under the Mortgage over Bank Accounts.


 


“Permitted
Security” means:


 


	 	(a)	the
    Transaction Security;


 


	 	(b)	any
    netting agreement or arrangement arising under any Hedging Agreement;


 


	 	(c)	any
    lien arising by operation of law and in the ordinary course of day-to-day trading and not arising as a result of a default
    or omission on the part of the Borrower or Romextur;


 


	 	(d)	any
    Security arising of title retention provisions in a supplier’s standard conditions for supply of goods acquired by the
    Borrower or Romextur in ordinary course of day-to-day trading, where the aggregate value of good subject to such Security
    does not exceed EUR 200,000 at any time; and


 


	 	(e)	any
    other Security to which the Agent (acting on the instructions of the Lenders) has given its prior written consent.


 


“Project”
means the operation, maintenance, repair and refurbishment of the Project Facilities.


 


“Project
Documents” means:


 


	 	(a)	each
    Management Agreement;


 


	 	(b)	the
    BEAHF Loan Agreement;


 


	 	(c)	the
    Manager’s Side Letter;


 


	 	(d)	the
    Material Lease Agreements;


 


	 	(e)	the
    BUTU Framework Loan Agreement;


 


	 	(f)	the
    Consultancy Agreement;


 






    25


     


    

 


	 	(g)	the
    Guarantee Fee Agreement;


 


	 	(h)	the
    services agreement dated 15 October 2007 (as amended on 1 May 2008) between B.E.A. Hotels Eastern Europe (Romania) S.R.L.
    and the Borrower; and


 


	 	(i)	any
    other document designated as such by the Agent and the Borrower.


 


“Project
Facilities” means all the land, property, fixtures and assets owned by the Borrower and Romextur, as applicable comprising:


 


	 	(a)	the
    Radisson Blu Hotel, Bucharest with 424 rooms and approximately 48,000 square metres total floor area (with a five-star accreditation
    as at the date of this Agreement), together with the Elite Apartments with 62 rooms;;


 


	 	(b)	the
    Apart Hotel (formerly known as the Centreville Apart Hotel), with 68 rooms:


 


	 	(c)	the
    Park Inn Hotel & Residence with 210 rooms; and


 


	 	(d)	prime
    commercial areas within the “Hospitality Complex” of approximately 7,256 square metres total floor area including
    the Romextur Building,


 


with
a total floor area of approximately 84,500 square metres and located on a land plot comprising 15,778.02 square metres, and in
each case, as more particularly described in schedule 2 to each Mortgage Agreement, the entire project facilities being known
as the “Hospitality Complex” in District 1, Bucharest, Romania, currently managed by the Manager under the Management
Agreements.


 


“Projected
Calculation Period” means in respect of any Calculation Date, the period of 12 Months starting on that Calculation Date.


 


“Projected
Debt Service” means, in respect of any Projected Calculation Period, the amount of Debt Service scheduled to be paid
during that period, and where EURIBOR is to be determined for these purposes:


 


	 	(a)	in
    relation to any hedged amount, the hedged rate applicable to such amount shall be taken into account; and


 


	 	(b)	in
    relation to any unhedged amount, three month EURIBOR shall be taken into account.


 


“Projected
Debt Service Cover Ratio” means, as at any date, the ratio of Projected EBITDA to Projected Debt Service at that
date.


 


“Projected
EBITDA” means, in respect of any Projected Calculation Period, the expected EBITDA of the Borrower during that period,
calculated using the then most recently approved Forecast.


 


“Projected
Yield on Debt” means, at as at any date, the ratio of Projected EBITDA to Debt at that date.


 


“Qualifying
Lender” means a Lender which is treated as a resident of a jurisdiction having a double taxation agreement with Romania
which makes provision for full exemption from tax imposed by Romania on interest.


 


“Quarter
Period” means each three-Month period ending on 31 March, 30 June, 30 September and 31 December in each year.


 


“Quotation
Day” means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first
day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined
by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by
leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).


 






    26


     


    

 


“Receiver”
means a receiver or receiver and manager or administrative receiver (or equivalent officer in the Relevant Jurisdiction) of the
whole or any part of the Secured Property.


 


“Reference
Bank Rate” means the arithmetic mean of the rates (rounded up to the next 1/16) as supplied to the Agent at its request
by three leading banks in the European interbank market as the rate at which the relevant leading bank could borrow euro in the
European interbank market for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits
in reasonable market size in euro and for that period.


 


“Related
Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by
the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or
investment adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or investment adviser
of the first fund.


 


“Relevant
Interbank Market” means the European interbank market.


 


“Relevant
Jurisdiction” means, in relation to an Obligor:


 


	 	(a)	its
    jurisdiction of incorporation;


 


	 	(b)	any
    jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;


 


	 	(c)	any
    jurisdiction where it conducts its business; and


 


	 	(d)	the
    jurisdiction whose laws govern the perfection of any Security created under or pursuant to any of the Transaction Security
    Documents entered into by it.


 


“Repeating
Representations” means, save as provided in Clause 19.35 (Repetition), each of the representations set out
in Clause 19.1 (Status) to Clause 19.33 (Registration of UK establishment by Overseas Obligor).


 


“Replaceable
Document” means any agreement to which a Replaceable Party is a party, as approved by the Agent (provided that
each Replaceable Document as at the date of this Agreement shall be deemed as approved by the Agent).


 


“Replaceable
Party” means any Major Project Party which is not an Obligor.


 


“Report
on Title” means the due diligence report on property rights referred to in the Original Facilities Agreement.


 


“Representative”
means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. 


 


“Romanian
Civil Code” means the Civil Code of Romania, being Law no. 287/2009 regarding the Civil Code, republished, together
with Law no. 71/2011.


 


“Romanian
Lei” means the lawful currency for the time being of Romania.


 


“Romanian
Security Documents” means each Mortgage Agreement, each Security Agreement over Receivables and Insurance Policies,
the Shares Security Agreement (Borrower), the Shares Security Agreement (Romextur), each Security Agreement over Accounts, the
Mortgage over Bank Accounts, together with the Control over Bank Accounts Agreement (UniCredit), the Control over Bank Accounts
Agreement (BancPost) and each Security Agreement over Movables.


 


“Romextur
Building” means the building located in Bucharest, 4 Luterana str., 1st District, having a total surface of 679.93 square
metres, registered with land book no. 49670 kept by the Bucharest Cadastre and Real Estate Publicity Office (Oficiul de Cadastru
si Publicitate Imobiliara Bucuresti) and consisting of mezzanine of 311.73 square metres (cadastral number 9291 M;1), ground-floor
of 329.10 square metres (cadastral no. 9291/0;1) and basement of 39.10 square metres (cadastral no. 9291/-1;1).


 






    27


     


    

 


“Romextur
UniCredit Accounts” means the following accounts in the name of Romextur held with UniCredit and numbered: RO
82 BACX 0000000 48091 0000 denominated in Romanian Lei; and RO 55 BACX 0000000 48091 0001 denominated in Euros.


 


“Screen
Rate” means the percentage rate (rounded up to the next 1/16) per annum for euro administered by the Banking Federation
of the European Union (or another person which takes over the administration of that rate for the relevant period, displayed on
the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify
another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.


 


“Secured
Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed
jointly or severally or in any other capacity whatsoever) of each Obligor to any Secured Party under any Finance Document.


 


“Secured
Party” means a Finance Party, a Receiver or a Delegate.


 


“Secured
Property” means all assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction
Security.


 


“Security”
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


 


“Security
Agreements over Accounts” means:


 


	 	(a)	the
    security agreement over each Account (excluding the Current Account, Amex Accounts, the Treasury Account and the UniCredit
    Accounts) opened in the name of Borrower, dated 16 September 2011 and made between the Borrower and Raiffeisen Bank International
    AG; and


 


	 	(b)	the
    security agreement over each Account opened in the name of Romextur, dated 16 September 2011 and made between Romextur and
    Raiffeisen Bank International AG.


 


“Security
Agreements over Movables” means:


 


	 	(a)	the
    security agreement over certain movable assets of the Borrower, dated 16 September 2011 and made between the Borrower and
    Raiffeisen Bank International AG; and


 


	 	(b)	the
    security agreement over certain movable assets of Romextur, dated 16 September 2011 and made between Romextur and Raiffeisen
    Bank International AG.
	 	 	 


“Security
Agreements over Receivables and Insurance Policies” means:


 


	 	(a)	the
    security agreement over the Borrower’s receivables (rent, payments under the Management Agreement and other contracts,
    among others) and Insurance policies, dated 16 September 2011 and made between the Borrower and Raiffeisen Bank International
    AG; and


 


	 	(b)	the
    security agreement over Romextur’s receivables (rent and other contracts, among others) and Insurance policies, dated
    16 September 2011 and made between Romextur and Raiffeisen Bank International AG.


 


“Security
Period” means the period starting on the date of this Agreement and ending on the date on which the Agent (acting reasonably)
is satisfied that all of the liabilities of the Obligors under each Finance Document are irrevocably discharged in full (provided
that the Agent shall in making such determination take into account: (i) whether insolvency proceedings have been commenced and
are continuing, or are threatened; and (ii) the applicable periods during which any payments made by the Obligors in respect of
such liabilities can be clawed back under applicable insolvency law) and the Lenders have no commitment or liability, whether
present or future, actual or contingent, in relation to the Facilities.


 






    28


     


    

 


“Shares
Security Agreement (Borrower) means the security agreement over the shares in the Borrower owned by BEAH, dated 16 September
2011 and made between BEAH and Raiffeisen Bank International AG.


 


“Shares
Security Agreement (Romextur)” means the security agreement over the shares in Romextur owned by the Borrower, dated
16 September 2011 and made between the Borrower and Raiffeisen Bank International AG.


 


“Specified
Time” means a time determined in accordance with Schedule 9 (Timetables).


 


“Sponsor
Affiliate” means each of the Guarantor’s Affiliates, any trust of which it or any of its Affiliates is a trustee,
any partnership of which it or any of its Affiliates is a partner and any trust, fund or other entity which it (or any Affiliate)
manages, or is under its (or any of its Affiliate’s) control.


 


“Subordination
Agreement” means the subordination agreement entered or to be entered into between, among others, the Agent, the Security
Agent, the Obligors and BEAHF.


 


“Subsidiary”
means, in relation to a person, any other person:


 


	 	(a)	which
    is controlled, directly or indirectly, by the first named person;


 


	 	(b)	more
    than half the issued share capital of which is beneficially owned, directly or indirectly, by the first named person; or


 


	 	(c)	which
    is a Subsidiary of another Subsidiary of the first named person.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform
and which was launched on 19 November 2007.


 


“TARGET
Day” means any day on which TARGET2 is open for the settlement of payments in Euro.


 


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same).


 


“Title
Insurance Policy” means the single risk indemnity policy number RLIP/7200/117961 issued on 21 September 2011 by Stewart
Title Ltd.


 


“Total
Commitments” means the aggregate of the Commitments being €97,000,000 at the date of this Agreement.


 


“Total
Facility A Commitments” means the aggregate of the Facility A Commitments being €76,000,000.


 


“Total
Facility B Commitments” means the aggregate of the Facility B Commitments being €9,000,000.


 


“Total
Facility C Commitments” means the aggregate of the Facility C Commitments being €12,000,000.


 


“Transaction
Documents” means the Finance Documents and the Project Documents.


 


“Transaction
Security” means the Security created or expressed to be created in favour of the Finance Parties pursuant to the Transaction
Security Documents.


 


“Transaction
Security Documents” means:


 


	 	(a)	the
    Austrian Account Pledge Agreement;


 


	 	(b)	each
    Mortgage Agreement;


 






    29


     


    

 


	 	(c)	the
    Mortgage over Bank Accounts;


 


	 	(d)	each
    Security Agreement over Accounts;


 


	 	(e)	each
    Security Agreement over Receivables and Insurance Policies;


 


	 	(f)	each
    Security Agreement over Movables;


 


	 	(g)	the
    Shares Security Agreement (Borrower);


 


	 	(h)	the
    Shares Security Agreement (Romextur);


 


	 	(i)	each
    Hedging Real Estate Mortgage;


 


	 	(j)	each
    Hedging Share Mortgage;


 


	 	(k)	any
    other document creating, evidencing or granting Security in favour of the Finance Parties in respect of the liabilities of
    the Obligors to the Finance Parties under or pursuant to the Finance Documents, each in form and substance satisfactory to
    the Agent (acting reasonably);


 


	 	(l)	all
    documents executed pursuant to any of the foregoing including notices and acknowledgements in respect of the Security created
    by each Mortgage Agreement, each Security Agreement over Receivables and Insurance Policies, the Shares Security Agreement
    (Borrower), each Security Agreement over Accounts, the Shares Security Agreement (Romextur) or each Security Agreement over
    Movables; and


 


	 	(m)	any
    other document designated as such by the Agent and the Borrower (acting together).


 


“Transfer
Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate)
or any other form agreed between the Agent and the Borrower.


 


“Transfer
Date” means, in relation to an assignment or a transfer, the later of:


 


	 	(a)	the
    proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and


 


	 	(b)	the
    date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.


 


“Treasury
Account” means the account in the name of the Borrower referred to at Clause 18.1.2(c) held with the Treasury of the
Government of Romania with account number 5069XXX000470 and denominated in Romanian Lei.


 


“Treasury
Account Proceeds” means any payments or receipts into the Treasury Account received by the Borrower in connection with
the Project Facilities.


 


“Treasury
Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price.


 


“UniCredit
Accounts” means the following accounts in the name of the Borrower held with UniCredit Bank SA and numbered:
3001545000, 0030 0154 5010 and RO55 BACX 0000 0030 0154 5017 denominated in US Dollars; 3001545001, 0030 0154 5005 and RO12 BACX
0000 0030 0154 5015 denominated in Romanian Lei; and 3001545002, 0030 0154 5009 and RO82 BACX 0000 0030 0154 5016 denominated
in Euros.


 


“Uniform
System” has the meaning given in Clause 20.8.1.


 


“Unpaid
Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents (other than any Hedging Agreement).


 


“US”
means the United States of America.


 






    30


     


    

 


“US
Dollars” means the lawful currency of the time being of the US.


 


“US
Tax Obligor” means any Obligor:


 


	 	(a)	which
    is or becomes resident for tax purposes in the US; or


 


	 	(b)	some
    or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.


 


“Utilisation”
means a utilisation of a Loan.


 


“Utilisation
Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.


 


“Utilisation
Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Requests).


 


“Valuation”
means a valuation of the Project Facilities performed by the Valuer, addressed to the Agent (on behalf of the Lenders) for purposes
of this Agreement, confirming the market value of the Project Facilities on a market value basis using the DCF method as defined
in the Royal Institute of Chartered Surveyors Appraisal and the Valuation Standards, or any other valuation method proposed by
the Borrower and acceptable to the Lenders.


 


“Valuer”
means Colliers International or any other internationally recognised valuer appointed by the Agent from time to time.


 


“VAT”
means value added tax as provided for by applicable law and any other tax of a similar nature.


 


	1.2	Construction





 


	 	1.2.1	Unless
    a contrary indication appears, any reference in this Agreement to:


 


	 	(a)	the
    Agent, any Finance Party, any Lender, an Account Bank, a Hedge Counterparty any Secured
    Party, any Obligor or any Party or any other person shall be construed so as to include its successors in
    title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and,
    in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance
    with the Finance Documents;


 


	 	(b)	assets
    includes present and future properties, revenues and rights of every description;


 


	 	(c)	disposal
    includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary
    or involuntary, and dispose will be construed accordingly;


 


	 	(d)	a
    Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance
    Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated
    or replaced from time to time;


 


	 	(e)	the
    European interbank market is to the interbank market for the Euro operating in Participating Member States;


 


	 	(f)	guarantee
    means (other than in Clause 17 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar
    assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness
    of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such
    obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;


 






    31


     


    

 


	 	(g)	indebtedness
    includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present
    or future, actual or contingent;


 


	 	(h)	liabilities
    includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether
    present or future, actual or contingent and whether owed jointly or severally or in any other capacity;


 


	 	(i)	a
    person includes any individual, firm, company, corporation, government, state or agency of a state or any association,
    trust, joint venture, consortium or partnership (whether or not having separate legal personality);


 


	 	(j)	a
    regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force
    of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory
    or other authority or organisation;


 


	 	(k)	a
    time of day is a reference to Vienna time; and


 


	 	(l)	a
    Clause or Schedule is to be construed as a reference to the relevant clause of, or schedule to, this Agreement;


 


	 	1.2.2	Clause
    and Schedule headings are for ease of reference only.


 


	 	1.2.3	Unless
    a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with
    any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.


 


	 	1.2.4	A
    Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default
    is continuing if it has not been waived.


 


	1.3	Third
    party rights


 


	 	1.3.1	Unless
    expressly provided to the contrary in this Agreement a person who is not a Party has no right under the Contracts (Rights
    of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of this Agreement.


 


	 	1.3.2	Notwithstanding
    any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement
    at any time.


 


	 	1.3.3	Any
    Receiver, Delegate or any person described in paragraph 27.10.2 of Clause 27.10 (Exclusion of liability) may,
    subject to this clause 1.3.3 and the Third Parties Act, rely on any clause of this Agreement which expressly confers rights
    on it.


 


	1.4	Dutch
    terms



 

In
this Agreement, where relevant to BEAH or BEAHF, a reference to:


 


	 	1.4.1	conclusive
    evidence includes dwingend bewijs;


 


	 	1.4.2	a
    necessary action to authorise where applicable, includes without limitation:


 


	 	(a)	any
    action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden); and


 






    32


     


    

 


	 	(b)	obtaining
    an unconditional positive advice (advies) from the competent works council(s) if a positive advice is required pursuant
    to the Works Councils Act of The Netherlands (Wet op de ondernemingsraden);


 


	 	1.4.3	private
    and commercial acts means private rechtshandelingen;


 


	 	1.4.4	Dutch
    Civil Code means the Burgerlijk Wetboek;


 


	 	1.4.5	surrender
    includes afstand;


 


	 	1.4.6	a
    winding-up, administration” or dissolution includes a Dutch entity being declared bankrupt (failliet
    verklaard) or dissolved (ontbonden);


 


	 	1.4.7	a
    moratorium includes surseance van betaling and a moratorium is declared or occurs includes surseance
    verleend;


 


	 	1.4.8	any
    step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice
    under article 36(2) of the Tax Collection Act of The Netherlands (Invorderingswet 1990) or article 60 of the Social
    Insurance Financing Act of The Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with article 36
    of the Tax Collection Act of The Netherlands;


 


	 	1.4.9	a
    trustee in bankruptcy includes a curator;


 


	 	1.4.10	an
    administrator includes a bewindvoerder;


 


	 	1.4.11	an
    attachment includes a beslag; and


 


	 	1.4.12	a
    merger includes a juridische fusie.


 


	1.5	Romanian
    terms



 

In
this Agreement where it relates to a Romanian entity, a reference to:


 


	 	1.5.1	a
    Security and a security interest, includes ipoteca, gaj, alta garantie reala, garantie reala mobiliara,
    garantie personala (inclusiv in forma de cautiune reala), cesiune in scop de garantie, servitute,
    sarcina, uz, uzufruct, privilegiu, drept de preferinta, drept de retentie, drept
    de prim refuz, pact de optiune, clauza de inalienabilitate;


 


	 	1.5.2	a
    winding up, dissolution, administration, reorganisation, insolvency includes insolventa, reorganizare judiciara, faliment
    (as regulated by, inter alia, the Romanian Law 85/2014 regarding procedures to prevent insolvency and insolvency procedures),
    lichidare and dizolvare and a moratorium includes a concordat preventiv;


 


	 	1.5.3	unable
    or admits inability to pay its debts includes being in a state of insolventa within the meaning of the Romanian Law
    85/2014 regarding procedures to prevent insolvency and insolvency procedures;


 


	 	1.5.4	a
    receiver, administrator or similar officer includes judecator sindic, administrator, administrator judiciar,
    administrator special or lichidator;


 


	 	1.5.5	constitutional
    documents includes contract de societate, statut, and act constitutiv;


 


	 	1.5.1	financial
    assistance includes any act contemplated by, or falling under, article 106 of the Romanian Company Law No. 31/1990, as republished
    and further amended; and


 


	 	1.5.2	compulsory
    acquisition includes expropiere, naţionalizare, confiscare, rechiziţie or any similar
    proceeding.


 






    33


     


    

 


	1.6	Israeli
    terms



 

In
this Agreement where it relates to an Israeli entity, a reference to:


 


	 	1.6.1	a
    winding up, dissolution, administration, reorganisation, insolvency includes the seeking of liquidation, winding-up, reorganisation,
    dissolution, administration, arrangement, freeze order (hakpa’at halichim), as such term is understood under
    the Israeli Companies Law, 1999, rehabilitation proceedings (halichei havra'ah), as such term is understood under the
    Israeli Companies Law, 1999, debt arrangement (hesder hov), as such term is understood under the Israeli Companies
    Law, 1999 and the appointment of on an authorized functionary (baal tafkid), as such term is understood under the Israeli
    Companies Law, 1999;


 


	 	1.6.2	insolvency
    includes being insolvent for the purposes of either Section 257(4) or Section 258 of the Israeli Companies Ordinance (New
    Version) 1983;


 


	 	1.6.3	a
    receiver, liquidator, administrator or similar officer includes kornes nechasim, mefarek, ne'eman, ba'al tafkid, moumhe
    and menehel meyuhad; and


 


	 	1.6.4	constitutional
    documents includes memorandum of association and articles of association.


 


	1.7	Any
    obligation by an Obligor to do any act or thing includes an obligation to ensure or procure that the act or thing is done.
    Any obligation by an Obligor not to do any act or thing includes an obligation not to allow the act or thing to be done.


 


	1.8	Currency
    Symbols and Definitions


 


“EUR”
and “Euro” means the single currency unit of the Participating Member States. “RON” means
Romanian New Leu, the lawful currency of Romania.


 


	2.	The
    Facilities


 


	2.1	The
    Facilities


 


	 	2.1.1	Subject
    to the terms of the Original Facilities Agreement, Raiffeisen Bank International AG (in its capacity as Lender) has made available
    to the Borrower:


 


	 	(a)	a
    Euro non-revolving amortising loan facility, in a maximum principal amount of EUR 62,500,000, referred to in the Original
    Facilities Agreement as Facility A; and


 


	 	(b)	a
    Euro non-revolving amortising loan facility, in a maximum principal amount of EUR 9,000,000, referred to in the Original Facilities
    Agreement as Facility B.


 


	 	2.1.2	As
    at the Effective Date:


 


	 	(a)	the
    aggregate amounts outstanding under the Facility A made available under the Original Facilities Agreement is equal to EUR
    50,812,500 (the “Facility A Outstanding Amount”); and


 


	 	(b)	the
    aggregate amounts outstanding under the Facility B made available under the Original Facilities Agreement is equal to EUR
    9,000,000 (the “Facility B Outstanding Amount”).


 


	 	2.1.3	Subject
    to the terms of this Agreement:


 


	 	(a)	the
    Facility A Outstanding Amount continues to be outstanding under the terms of this Agreement, and, for the avoidance of doubt,
    cannot be re-borrowed;


 


	 	(b)	the
    Facility B Outstanding Amount continues to be outstanding under the terms of this Agreement, and, for the avoidance of doubt,
    cannot be re-borrowed;


 






    34


     


    

 


	 	(c)	the
    Lenders agree to increase the amounts made available under Facility A by an amount not exceeding EUR 25,187,500, being the
    balance between (i) the Total Facility A Commitments and (ii) the aggregate of the Facility A Outstanding Amount and the Facility
    B Outstanding Amount; and


 


	 	(d)	the
    Lenders make available to the Borrower a Euro non-revolving amortising loan facility in an aggregate amount equal to the Total
    Facility C Commitments.


 


	 	2.1.4	The
    Total Commitments shall not exceed at any time an amount equal to the lower of:


 


	 	(a)	€97,000,000;
    and


 


	 	(b)	60
    per cent of the market value of the Project Facilities, as set out in the most recent Valuation.


 


	2.2	Finance
    Parties’ rights and obligations 


 


	 	2.2.1	The
    obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations
    under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party
    is responsible for the obligations of any other Finance Party under the Finance Documents.


 


	 	2.2.2	The
    rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any
    debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect
    of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph 2.2.3 below. The rights of each
    Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any
    part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility
    or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that
    Finance Party by that Obligor.


 


	 	2.2.3	A
    Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents
    but none of the Finance Parties shall have any independent right:


 


	 	(a)	to
    enforce its rights under Clause 17 (Guarantee and Indemnity) of this Agreement and the Subordination Agreement, and
    shall only enforce its rights thereunder through the Agent;


 


	 	(b)	to
    enforce any of the Security Documents, to grant any consent or release pursuant to any Security Document, or otherwise to
    have direct recourse to any Security created by the Security Documents, and shall only grant such consent, release or otherwise
    have direct recourse to such Security through the Security Agent.


 


	 	2.2.4	Each
    Finance Party shall enforce the Transaction Security to which it is a party in such manner as the Security Agent (acting on
    the instructions of the Majority Lenders) shall instruct.


 


	2.3	Obligors’
    Agent


 


	 	2.3.1	Without
    prejudice to Clause 43.2 (Service of process), each Obligor (other than the Borrower) by its execution of this Agreement
    appoints the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:


 


	 	(a)	the
    Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and
    to give and receive all notices, instructions and other communications (including, in the case of the Borrower, Utilisation
    Requests), to sign all certificates, to make such agreements and to effect the relevant amendments, supplements, variations
    and waivers capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without
    further reference to or the consent of that Obligor; and


 






    35


     


    

 


	 	(b)	the
    Finance Parties to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the
    Borrower,


 


and
in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation
Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice,
demand or other communication.


 


	 	2.3.2	Every
    act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice, instruction (including
    any Utilisation Request) or other communication given or made by the Obligors’ Agent or given to the Obligors’
    Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known
    to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document)
    shall be binding for all purposes on that Obligor as if that Obligor had expressly agreed, executed, made, given or concurred
    with it or received the relevant notice, demand or other communication. In the event of any conflict between any notices or
    other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.


 


	 	2.3.3	The
    respective liabilities of each of the Obligors under the Finance Documents shall not in any way be affected by:


 


	 	(a)	any
    irregularity in any act done by the Borrower as agent for any Obligor, or by any failure of the Borrower to act;


 


	 	(b)	the
    Borrower acting or purporting to act in any respect outside any authority conferred upon it by any Obligor; or


 


the
failure by or inability of the Borrower to inform any Obligor of receipt by it of any notification under the Finance Documents.


 


	3.	Purpose


 


	3.1	Purpose


 


The
Borrower shall apply all amounts available to be borrowed by it under Facility A and all amounts made available to it under Facility
C, in the following order in or towards:


 


	 	3.1.1	first,
    unless paid from proceeds standing to the credit of the Collection Account , in payment of costs incurred in connection with
    the negotiation, preparation, execution and perfection of the Finance Documents (including, without limitation, fees to the
    Finance Parties and fees to the legal, financial and technical advisers of the Agent and of the Borrower;


 






    36


     


    

 


	 	3.1.2	second,
    in an amount not exceeding EUR 8,000,000 in full repayment of all amounts outstanding under the BEAHF Loan Agreement, and
    the Borrower may procure or direct that such amounts are paid directly to the Guarantor (as lender under the BEAHF Loan Agreement);


 


	 	3.1.3	third,
    in an amount not exceeding EUR 1,344,457 in full repayment of amounts owing by the Borrower to the Guarantor under, or pursuant
    to the Elscint Guarantee Fee Agreement; and


 


	 	3.1.4	the
    balance, in making loans to BEAHF pursuant to the terms of the BUTU Framework Loan Agreement.


 


	3.2	Monitoring


 


No
Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


	4.	Conditions
    of Utilisation


 


	4.1	Initial
    conditions precedent


 


The
Borrower may not deliver:


 


	 	4.1.1	any
    Utilisation Request unless the Effective Date has occurred in accordance with the Fifth Amendment Agreement; and


 


	 	4.1.2	a
    Utilisation Request for a Facility C Loan, unless the Agent has received all of the documents and other evidence listed Part
    II of Schedule 2 (Conditions precedent) to the Fifth Amendment Agreement, in form and substance reasonably satisfactory
    to it (acting on the instructions of the Lenders). The Agent shall notify the Borrower and the Lenders promptly upon being
    so satisfied.


 


	4.2	Further
    conditions precedent


 


The
Lenders will only be obliged to comply with Clause 5.4 (Availability of Loans) if on the date of the Utilisation Request
and on the proposed Utilisation Date:


 


	 	4.2.1	no
    Default is continuing or would result from the proposed Loan; and


 


	 	4.2.2	the
    Repeating Representations to be made by each Obligor are true in all material respects.


 


	4.3	Maximum
    number of Loans


 


A
Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than one Loan would be outstanding
under Facility A and more than one Loan would be outstanding under Facility C.


 


	5.	Utilisation


 


	5.1	Delivery
    of a Utilisation Request


 


	 	5.1.1	The
    Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified
    Time.


 


	 	5.1.2	The
    Borrower may not deliver more than one Utilisation Request in respect of each Facility.


 


	5.2	Completion
    of a Utilisation Request


 


	 	5.2.1	Each
    Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:


 


	 	(a)	it
    specifies the purpose of the Loan;


 


	 	(b)	the
    proposed Utilisation Date is a Business Day within the Availability Period for the relevant Facility; and


 






    37


     


    

 


	 	(c)	the
    currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).


 


	 	5.2.2	Only
    one Loan may be requested in each Utilisation Request.


 


	5.3	Currency
    and amount


 


	 	5.3.1	The
    currency specified in a Utilisation Request must be Euros.


 


	 	5.3.2	The
    amount of the proposed Loan must be an amount equal to the relevant Available Facility on that Utilisation Date. For the avoidance
    of doubt, on the Effective Date the Available Facility in respect of Facility A is EUR 25,187,500.


 


	5.4	Availability
    of Loans


 


	 	5.4.1	If
    the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by
    the Utilisation Date through its Facility Office.


 


	 	5.4.2	The
    amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment
    to the Available Facility immediately prior to making the Loan.


 


	 	5.4.3	The
    Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified
    Time.


 


	5.5	Cancellation
    of Commitment


 


	 	5.5.1	The
    Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period
    for Facility A.


 


	 	5.5.2	The
    Facility C Commitments which, at that time, are unutilised shall be immediately cancelled at the end of Availability Period
    for Facility C, and Schedule 7 (Repayment Schedule) shall be revised accordingly, so that the amount of each repayment
    instalment falling due after the last day of the Availability Period for Facility C shall be reduced pro rata with the amount
    cancelled.


 


	6.	Repayment


 


	6.1	Repayment
    of Loans


 


The
Borrower shall repay the Loans:


 


	 	6.1.1	on
    each Interest Payment Date beginning on 30 June 2016 in quarterly instalments, by paying on each date set out in Schedule
    7 (Repayment Schedule) the amount which is set out opposite that date; and


 


	 	6.1.2	the
    balance of the principal amount outstanding in full, on the Final Maturity Date.


 


	6.2	Reborrowing


 


The
Borrower may not reborrow any part of a Facility which is repaid.


 


	6.3	Final
    Maturity Date


 


On
the Final Maturity Date the Borrower shall also pay:


 


	 	6.3.1	all
    interest, fees, commissions, costs and expenses and any other amounts outstanding under the Finance Documents;


 


	 	6.3.2	any
    amounts due and incurred by the Borrower to the Hedge Counterparty under or in connection with any Hedging Agreement.


 






    38


     


    

 


	7.	Prepayment
    and cancellation


 


	7.1	Illegality


 


If,
in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement
or to fund or maintain its participation in any Loan:


 


	 	7.1.1	that
    Lender shall promptly notify the Agent upon becoming aware of that event;


 


	 	7.1.2	upon
    the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and


 


the
Borrower shall repay that Lender’s participation in the Loans made to it on the last day of the Interest Period for each
Loan occurring after the Agent has notified the Borrower or, if earlier, the last day of any applicable grace period permitted
by law and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation repaid. No prepayment
fee shall be paid in respect of a prepayment under this Clause 7.1.


 


	7.2	Voluntary
    cancellation


 


Subject
to Clause 7.9 (Restrictions), the Borrower may, if it gives the Agent not less than 30 Business Days’ prior
notice, cancel the whole or any part (being a minimum amount of €500,000) of the Available Facility. Any cancellation under
this Clause 7.2 shall reduce the Commitments rateably. No prepayment fee shall be paid in respect of a voluntary cancellation
pursuant to this Clause 7.2.


 


	7.3	Voluntary
    prepayment of Loans


 


	 	7.3.1	Subject
    to Clause 7.9 (Restrictions), the Borrower may, if it gives the Agent not less than 10 Business Days prior notice,
    prepay the whole or any part (being a minimum of €500,000) of the Loans on the last day of an Interest Period.


 


	 	7.3.2	A
    Loan may only be prepaid after the last day of its Availability Period.


 


	 	7.3.3	Any
    prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loans) in inverse
    order of maturity, starting with the last instalment referred to in Clause 6.1.2.


 


	7.4	Change
    of control


 


	 	7.4.1	If
    a Change of Control occurs, then:


 


	 	(a)	the
    Borrower shall promptly notify the Agent upon becoming aware of that event;


 


	 	(b)	no
    Lender shall be obliged to fund a Utilisation; and


 


	 	(c)	if
    a Lender so requires and notifies the Agent, the Agent shall cancel the Commitment of that Lender and declare the participation
    of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents
    immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will
    become immediately due and payable.


 


	 	7.4.2	For
    the purpose of paragraph 7.4.1 above:



 

“Change
of Control” means:


 


	 	(a)	the
    Guarantor ceases to control the Borrower or Romextur (directly or indirectly through wholly-owned Subsidiaries);


 






    39


     


    

 


	 	(b)	the
    Guarantor ceases to own (indirectly, through wholly owned subsidiaries):


 


	 	(i)	100%
    of the issued, voting shares of BEAH, unless:


 


	 	(aa)	the
    Guarantor continues to own (indirectly, through wholly owned subsidiaries) 76% or more of the issued, voting shares of BEAH;
    and


 


	 	(bb)	each
    Lender has carried out, and is satisfied that each new shareholder of the BEAH complies with, that Lender’s “know
    your customer” or similar identification procedures or checks; or


 


	 	(ii)	76%
    of the issued, voting shares of BEAH;


 


	 	(c)	BEAH
    ceases to own 97.85% of the shares in the Borrower; or


 


	 	(d)	the
    Borrower ceases to own 95.30% of the shares in Romextur.


 


“control”
of a person by another person means:


 


	 	(e)	the
    power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:


 


	 	(i)	cast,
    or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of that
    person;


 


	 	(ii)	appoint
    or remove all, or the majority, of the directors or other equivalent officers of that person; or


 


	 	(iii)	give
    directions with respect to the operating and financial policies of that person with which the directors or other equivalent
    officers of that person are obliged to comply; or


 


	 	(f)	the
    holding of the majority economic interest in that person.


 


	7.5	Mandatory
    prepayment – disposals


 


Each
of the Borrower and BEAH shall apply all Disposal Proceeds of any disposal (other than a disposal permitted under paragraphs (a),
(b), (c) or (d) of Clause 22.10 (Disposals) of:


 


	 	7.5.1	all
    or part of the Project Facilities or, any other assets of the Borrower;


 


	 	7.5.2	all
    or part of the shares in the Borrower; and


 


	 	7.5.3	all
    or part of the assets of, or all or part of the shares in, Romextur,


 


received
by it or payable to its order, in prepayment of the Loans, as contemplated by Clause 7.9 (Restrictions).


 


	7.6	Mandatory
    Prepayment – breach of financial covenants


 


On
each Interest Payment Date falling immediately after the Calculation Date on which a breach is determined to have occurred under
Clauses 21.1 (Yield on Debt), 21.2 (Debt Service Cover Ratio) or 21.3 (Loan to Value), the Borrower shall
prepay the Loans in such amounts as required under Clause 21.5 (Cure Rights).


 


	7.7	Other
    mandatory prepayment


 


	 	7.7.1	Insurance
    Proceeds


 


The
Borrower shall prepay the Loans in the amount of all Insurance Proceeds promptly following a determination under to Clause 22.20.3
(Insurance Proceeds).


 






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	 	7.7.2	Excess
    Cash


 


Beginning
on 30 June 2016 and thereafter on 30 June of each year, the Borrower shall prepay the Loans in an amount equal to 25% of the Excess
Cash attributable to the previous Financial Year.


 


	7.8	Right
    of repayment and cancellation in relation to a single Lender


 


	 	7.8.1	If:


 


	 	(a)	any
    sum payable to any Lender by an Obligor is required to be increased under Clause 12.2.3 (Payment Increases and Indemnities);


 


	 	(b)	any
    Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased
    costs); or


 


	 	(c)	interest
    on any Loan is payable in accordance with Clause 10.3 (Market disruption),


 


the
Borrower may, whilst the circumstance giving rise to the requirement for that increase indemnification, or interest payment continues,
give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s
participation in the Loans.


 


	 	7.8.2	On
    receipt of a notice referred to in Clause 7.8.1 above, the Commitment of that Lender shall immediately be reduced to
    zero.


 


	 	7.8.3	On
    the last day of each Interest Period which ends after the Borrower has given notice under Clause 7.8.1 above (or, if
    earlier, the date specified by the Borrower in that notice), it shall repay that Lender’s participation in that Loan.


 


	7.9	Restrictions


 


	 	7.9.1	Any
    notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary
    indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is
    to be made and the amount of that cancellation or prepayment.


 


	 	7.9.2	Any
    prepayment under this Agreement shall be made together with:


 


	 	(a)	accrued
    interest on the amount prepaid;


 


	 	(b)	any
    Break Costs;


 


	 	(c)	amounts
    (if any) payable under the Hedging Agreements in connection with that prepayment; and


 


	 	(d)	any
    prepayment fee specified in Clause 11.2 (Prepayment fee).


 


	 	7.9.3	Any
    prepayment under this Clause 7 (other than a prepayment to a single Lender made under Clause 7.1 (Illegality), Clause
    7.4 (Change of control) or Clause 7.8 (Right of repayment and cancellation in relation to a single Lender))
    shall be applied in or towards prepayment of the Loans in inverse order of maturity, starting with the last instalment referred
    to in Clause 6.1.2.


 


	 	7.9.4	The
    Borrower may not reborrow any part of a Facility which is prepaid.


 


	 	7.9.5	The
    Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the
    times and in the manner expressly provided for in this Agreement.


 






    41


     


    

 


	 	7.9.6	No
    amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.


 


	 	7.9.7	If
    the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to any affected Lender.


 


	 	7.9.8	If
    all or part of any Lender’s participation in a Loan is repaid or prepaid, an amount of that Lender’s Commitment
    (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment
    or prepayment.


 


	 	7.9.9	Any
    prepayment of a Loan (other than a prepayment to a single Lender pursuant to Clause 7.1 (Illegality), Clause 7.2 (Change
    of control or clause 7.8 (Right of repayment and cancellation in relation to a single Lender)) shall be applied
    pro rata to each Lender’s participation in that Loan.


 


	8.	Interest


 


	8.1	Calculation
    of interest


 


The
rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:


 


	 	8.1.1	Margin;
    and


 


	 	8.1.2	EURIBOR.


 


	8.2	Payment
    of interest


 


The
Borrower shall pay accrued interest on each Loan on each Interest Payment Date.


 


	8.3	Default
    interest


 


	 	8.3.1	If
    an Obligor fails to pay any amount payable by it under a Finance Document (other than any Hedging Agreement) on its due date,
    interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment)
    at a rate which, subject to Clause 8.3.2 below, is three per cent higher than the rate which would have been payable
    if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for
    successive Interest Periods, each of a duration selected by the Agent(acting reasonably). Any interest accruing under this
    Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.


 


	 	8.3.2	If
    any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period
    relating to that Loan:


 


	 	(a)	the
    first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest
    Period relating to that Loan; and


 


	 	(b)	the
    rate of interest applying to the overdue amount during that first Interest Period shall be three per cent higher than the
    rate which would have applied if the overdue amount had not become due.


 


	 	8.3.3	Default
    interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period
    applicable to that overdue amount but will remain immediately due and payable.


 






    42


     


    

 


	8.4	Notification
    of rates of interest


 


The
Agent shall promptly notify each relevant Lender and each relevant Obligor of the determination of a rate of interest under this
Agreement.


 


	9.	Interest
    Periods


 


	9.1	Length
    of Interest Periods


 


	 	9.1.1	Each
    Loan shall have successive Interest Periods and no Interest Period shall extend beyond the Final Maturity Date.


 


	 	9.1.2	Each
    Interest Period for a Loan shall start on its Utilisation Date (or if already made) on the last day of its preceding Interest
    Period and end on the next Interest Payment Date.


 


	9.2	Non-Business
    Days


 


If
an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next
Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).


 


	9.3	Consolidation
    of Loans 


 


If
two or more Interest Periods end on the same date, those Loans will be consolidated into and treated as a single Loan on the last
day of the Interest Period.


 


	10.	Changes
    to the calculation of interest


 


	10.1	Unavailability
    of Screen Rate


 


	 	10.1.1	Interpolated
    Screen Rate: If no Screen Rate is available for EURIBOR for the Interest Period of a Loan or Unpaid Sum, the applicable
    EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan or Unpaid Sum.


 


	 	10.1.2	Reference
    Bank Rate: If no Screen Rate is available for EURIBOR for the Interest Period of a Loan or Unpaid Sum and it is not possible
    to calculate the Interpolated Screen Rate, the applicable EURIBOR shall (subject to Clause 10.2 below) be the Reference Bank
    Rate as of the Specified Time for a period equal in length to the Interest Period of that Loan or Unpaid Sum.


 


	 	10.1.3	Cost
    of funds: If no Reference Bank Rate is available for the relevant Interest Period there shall be no EURIBOR for that Loan
    or Unpaid Sum and Clause 10.3 (Market Disruption) shall apply to that Loan or Unpaid Sum for that Interest Period.


 


	10.2	Reference
    Bank Rate


 


	 	10.2.1	Subject
    to Clause 10.2.2, if EURIBOR is to be determined on the basis of a Reference Bank Rate but a reference bank does not supply
    a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining
    reference banks.


 


	 	10.2.2	If
    at or about noon on the Quotation Day none or only one of the reference banks supplies a quotation, there shall be no Reference
    Bank Rate for the relevant Interest Period and Clause 10.3 (Market Disruption) shall apply.


 


	10.3	Market
    disruption


 


	 	10.3.1	If
    a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s
    share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:


 


	 	(a)	the
    Margin; and


 






    43


     


    

 


	 	(b)	the
    rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect
    of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its
    participation in that Loan from whatever source it may reasonably select.


 


	 	10.3.2	In
    this Agreement Market Disruption Event means:


 


	 	(a)	at
    or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available, it is not possible to
    calculate the Interpolated Screen Rate and there is no Reference Bank Rate; or


 


	 	(b)	before
    close of business in Vienna on the Quotation Day for the relevant Interest Period, the Agent receives notifications from one
    or more Lenders that the cost to it or them of funding that Loan from whatever source it or they may reasonably select would
    be in excess of EURIBOR.


 


	10.4	Break
    Costs


 


	 	10.4.1	The
    Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable
    to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period
    for that Loan or Unpaid Sum


 


	 	10.4.2	Each
    Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of
    its Break Costs for any Interest Period in which they accrue.


 


	11.	Fees


 


	11.1	Commitment
    fee


 


	 	11.1.1	The
    Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 1.50 per cent per annum on
    that Lender’s Available Facility for Facility A for the Availability Period applicable to Facility A. The accrued commitment
    fee is payable quarterly in arrear on:


 


	 	(a)	the
    Utilisation Date of the Facility A Loan;


 


	 	(b)	thereafter
    on each Interest Payment Date during the Facility A Availability Period; and


 


	 	(c)	on
    the last day of the Facility A Availability Period,


 


and,
if cancelled in full, on the cancelled amount of the Facility A Commitments at the time the cancellation is effective.


 


	 	11.1.2	The
    Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 1.50 per cent per annum on
    that Lender’s Available Facility for Facility C for the Availability Period applicable to Facility C. The accrued commitment
    fee is payable quarterly in arrear on:


 


	 	(a)	the
    Utilisation Date of the Facility C Loan;


 


	 	(b)	thereafter
    on each Interest Payment Date during the Facility C Availability Period; and


 


	 	(c)	on
    the last day of the Facility C Availability Period,


 


and,
if cancelled in full, on the cancelled amount of the Facility C Commitments at the time the cancellation is effective.


 






    44


     


    

 


	11.2	Prepayment
    fee


 


	 	11.2.1	The
    Borrower shall pay to the Agent for each Lender a prepayment fee on the date of prepayment of all or any part of a Loan.


 


	 	11.2.2	The
    amount of the prepayment fee is:


 


	 	(a)	if
    the prepayment on or before 30 September 2017, [****] per cent. of the amount prepaid;


 


	 	(b)	if
    the prepayment on or after 1 October 2017, but on or before 31 December 2018, [****] per cent. of the amount prepaid;


 


	 	(c)	if
    the prepayment on or after 1 January 2019, but on or before 30 June 2020, [****] per cent. of the amount prepaid; and


 


	 	(d)	thereafter,
    [****].


 


	 	11.2.3	No
    prepayment fee shall be payable under this Clause 11.2 if the prepayment is made:


 


	 	(a)	under
    Clause 7.6 (Mandatory Prepayment – breach of financial covenants);


 


	 	(b)	under
    Clause 7.7.2 (Excess Cash);


 


	 	(c)	under
    Clause 7.5 (Mandatory prepayment - disposals) if, and only if, the Lenders (in their discretion), elect to finance
    the buyer under, and in connection with the relevant Disposal; and


 


	 	(d)	under
    Clause 7.1 (Illegality), or Clause 7.8 (Right of repayment and cancellation in relation to a single Lender).


 


	11.3	Amendment
    and waiver fee


 


The
Borrower shall pay to the Agent for the account of the Lenders an aggregate fee of EUR 5,000 for any amendment (other than a minor
or technical amendment) to, or written waiver of provisions of, a Finance Document requested by it and, to the extent required
by the Agent, for any consent requested by it from the Agent under or otherwise in connection with a Finance Document. Such fee
shall be payable within ten Business Days as of issuance of any waiver or consent. The imposition of such a fee shall not preclude
any of the Finance Parties from conditioning any amendment, waiver or consent on the payment of any additional fees.


 


	12.	Payment
    Increases and Indemnities


 


	12.1	Tax
    Definitions


 


	 	12.1.1	In
    this Agreement:


 


“Tax
Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other
than a FATCA Deduction.


 


“Tax
Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Payment
Increases) or a payment under Clause 12.3 (Tax indemnity).


 


	 	12.1.2	Unless
    a contrary indication appears, in this clause ‎12 (Tax Gross-up and Indemnities) a reference to “determines”
    or “determined” means a determination made in the absolute discretion of the person making the determination.


 






    45


     


    

 


	 	12.1.3	This
    Clause 12 shall not apply to any Hedging Agreement.


 


	12.2	Payment
    Increases


 


	 	12.2.1	Each
    Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.


 


	 	12.2.2	Each
    Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the
    basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in
    respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower
    and that Obligor.


 


	 	12.2.3	If
    a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased
    to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no
    Tax Deduction had been required.


 


	 	12.2.4	If
    an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection
    with that Tax Deduction, following any increase required under Clause 12.2.3 within the time allowed and in the minimum amount
    required by law.


 


	 	12.2.5	As
    soon as reasonably practicable, but no later than sixty days of making either a Tax Deduction or any payment required in connection
    with that Tax Deduction, the Obligor, to the extent required to make any payments under the Finance Documents, who made that
    Tax Deduction or payment shall deliver to the Agent, with the support of the relevant Lender if required by applicable law,
    a valid original certificate of deduction of tax or other evidence reasonably satisfactory to the Lender that the Tax Deduction
    has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.


 


	 	12.2.6	If
    required for an Obligor to validly claim the benefits of the applicable tax legislation and double taxation treaties (including,
    without limitation, the Austria-Romania double taxation treaty), upon request by the Borrower, on no more than one occasion
    each Financial Year and before the first date in the relevant Financial Year that a payment is to be made under the Finance
    Documents (or on any other occasion, if required under applicable law which may be on the first Interest Payment Date or before
    the first date in each year that a payment is to be made), each Lender shall provide the Borrower with a certificate of fiscal
    residency for the purpose of the Austria-Romania double taxation treaty then in force. Notwithstanding the failure by a Lender
    to deliver such a certificate, each Obligor shall remain obliged to comply with its obligations relating to payment increases
    under Clauses 12.2.1 to Clause 12.2.5.


 


	12.3	Tax
    indemnity


 


	 	12.3.1	Each
    Obligor shall (within three Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability
    or cost which that Finance Party (in its absolute discretion) determines shall be or has been (directly or indirectly) suffered
    for or on account of Tax by that Finance Party in respect of a Finance Document.


 






    46


     


    

 


	 	12.3.2	Clause
    12.3.1 shall not apply:


 


	 	(a)	with
    respect to any Tax assessed on a Finance Party:


 


	 	(i)	under
    the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions)
    in which that Finance Party is treated as resident for tax purposes; or


 


	 	(ii)	under
    the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received
    or receivable in that jurisdiction,


 


if
that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received
or receivable) by that Finance Party; or


 


	 	(b)	to
    the extent a loss, liability or cost:


 


	 	(i)	is
    compensated for by an increased payment under Clause 12.2 (Payment Increases);


 


	 	(ii)	would
    have been compensated for an increased payment under Clause 12.2 (Payment Increases) but was not so compensated solely
    because it was not a Qualifying Lender; or


 


	 	(iii)	relates
    to a FATCA Deduction required to be made by a Party.


 


	 	12.3.3	A
    Finance Party making, or intending to make a claim under Clause ‎12.3.1 shall promptly notify the Agent of the event which
    shall give, or has given, rise to the claim, following which the Agent shall notify the Obligors.


 


	 	12.3.4	A
    Finance Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax indemnity), notify the Agent.


 


	12.4	Stamp
    taxes


 


The
Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party and their respective officers and employees
incur in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


 


	12.5	VAT


 


	 	12.5.1	All
    amounts which are or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in
    part) constitute the consideration for VAT purposes for any supply of goods or services shall be deemed to be exclusive of
    any VAT which is chargeable on that supply. Subject to Clause 12.5.2, if VAT is chargeable on any supply made by a Finance
    Party to any Party under any of the Finance Documents, that Party shall pay (in addition to and at the same time as paying
    the consideration for the supply) an amount equal to the amount of the VAT (and the Finance Party shall promptly provide an
    appropriate VAT invoice to that Party).


 


	 	12.5.2	Where
    a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the
    same time pay and indemnify that Finance Party against all VAT incurred by it in respect of the costs or expenses to the extent
    that the Finance Party reasonably determines that neither it nor any other member of the group of which it is a member for
    VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.


 






    47


     


    

 


	12.6	FATCA
    Information


 


	 	12.6.1	Subject
    to paragraph 12.6.3 below, each Party shall, within 10 Business Days of a reasonable request by another Party:


 


	 	(a)	confirm
    to that other Party whether it is:


 


	 	(i)	a
    FATCA Exempt Party; or


 


	 	(ii)	not
    a FATCA Exempt Party;


 


	 	(b)	supply
    to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party
    reasonably requests for the purposes of that other Party’s compliance with FATCA; and


 


	 	(c)	supply
    to that other Party such forms, documentation and other information relating to its status as that other Party reasonably
    requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information
    regime.


 


	 	12.6.2	If
    a Party confirms to another Party pursuant to paragraph 12.6.1(a) above that it is a FATCA Exempt Party and it subsequently
    becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably
    promptly.


 


	 	12.6.3	Paragraph
    12.6.1 above shall not oblige any Finance Party to do anything, and paragraph 12.6.1(c) above shall not oblige any other Party
    to do anything, which would or might in its reasonable opinion constitute a breach of:


 


	 	(a)	any
    law or regulation;


 


	 	(b)	any
    fiduciary duty; or


 


	 	(c)	any
    duty of confidentiality.


 


	 	12.6.4	If
    a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information
    requested in accordance with paragraph 12.6.1(a) or (b) above (including, for the avoidance of doubt, where paragraph 12.6.3
    above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if
    it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation
    or other information.


 


	12.7	FATCA
    Deduction


 


	 	12.7.1	Each
    Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA
    Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise
    compensate the recipient of the payment for that FATCA Deduction.


 


	 	12.7.2	Each
    Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or
    the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company
    and the Agent and the Agent shall notify the other Finance Parties.


 


	13.	Increased
    costs


 


	13.1	Increased
    costs


 


	 	13.1.1	Subject
    to Clause 13.3 (Exceptions) the Borrower shall, within five Business Days of a demand by the Agent, pay for the
    account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a
    result of:


 


	 	(a)	the
    introduction of or any change in (or in the interpretation, administration or application of) any law or regulation (including,
    without limitation, the implementation or application of, or compliance with, Basel III or any law or regulation that implements
    or applies Basel III (including, without limitation, CRD IV), and Basel IV (whether or not having the force of law));


 






    48


     


    

 


	 	(b)	compliance
    with any law or regulation made after the date of this Agreement; or


 


	 	(c)	compliance
    with any law or regulation relating to capital adequacy, made after the date of this Agreement.


 


	 	13.1.2	In
    this Agreement:


 


“Basel
III” means:


 


	 	(a)	agreements
    on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework
    for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement,
    standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer”
    published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated; and


 


	 	(b)	the
    rules for global systemically important banks contained in “Global systemically important banks: assessment methodology
    and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision
    in November 2011, as amended, supplemented or restated; and


 


	 	(c)	any
    further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.


 


“Basel
IV” means any guidelines and standards published by the Basel Committee on Banking Supervision regarding capital requirements,
leverage ratio and liquidity standards applicable to banks, following Basel III.


 


“Increased
Costs” means:


 


	 	(d)	a
    reduction in the rate of return from a Facility or on a Finance Party (or its Affiliate’s) overall capital;


 


	 	(e)	an
    additional or increased cost; or


 


	 	(f)	a
    reduction of any amount due and payable under any Finance Document,


 


which
is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party
having entered into its Commitment or funding or performing its obligations under any Finance Document.


 


	13.2	Increased
    cost claims


 


	 	13.2.1	A
    Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall promptly notify the Agent
    of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.


 


	 	13.2.2	Each
    Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its
    Increased Costs.


 






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	13.3	Exceptions


 


	 	13.3.1	Clause 13.1
    (Increased costs) does not apply to the extent any Increased Cost is:


 


	 	(a)	attributable
    to a Tax Deduction required by law to be made by an Obligor;


 


	 	(b)	attributable
    to a FATCA Deduction required to be made by a Party;


 


	 	(c)	compensated
    for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity)
    but was not so compensated solely because any of the exclusions in Clause 12.3.2 (Tax indemnity) applied); or


 


	 	(d)	attributable
    to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.


 


	 	13.3.2	Clause
    13.1 (Increased costs) does not apply to the extent the Increased Cost is incurred by a Hedge Counterparty in its capacity
    as such.


 


	 	13.3.3	In
    this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Tax
    Definitions).


 


	14.	Other
    indemnities


 


	14.1	Currency
    indemnity


 


	 	14.1.1	If
    any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation
    to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency
    (the Second Currency) for the purpose of:


 


	 	(a)	making
    or filing a claim or proof against that Obligor;


 


	 	(b)	obtaining
    or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,


 


that
Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Secured Party to whom that Sum
is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A)
the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


 


	 	14.1.2	Each
    Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency
    unit other than that in which it is expressed to be payable.


 


	 	14.1.3	This
    Clause 14.1 does not apply to any sum due under a Hedging Agreement.


 


	14.2	Project
    indemnities


 


Each
of the Borrower, BEAH or Romextur shall indemnify each Secured Party on demand against any loss or expense sustained or incurred
by it as a result of:


 


	 	14.2.1	it
    incurring any liability under or pursuant to any Environmental Law or Environmental Authorisation which would not have been
    incurred by it if it was not party to the arrangements established under or pursuant to the Transaction Documents; or


 


	 	14.2.2	any
    failure on the part of the Borrower, BEAH or Romextur to comply with any Environmental Authorisation or Environmental Law;
    or


 






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	 	14.2.3	any
    acts or omissions of any Obligor or the Manager arising out of or in connection with the obligations to be performed by or
    on behalf of that Obligor or the Manager pursuant to the Project Documents.


 


	14.3	Other
    indemnities


 


	 	14.3.1	Each
    Obligor shall, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred
    by that Secured Party as a result of:


 


	 	(a)	the
    occurrence of any Event of Default;


 


	 	(b)	a
    failure by an Obligor to pay any amount due under a Finance Document on its due date (without double-counting);


 


	 	(c)	funding,
    or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made
    by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence
    by that Secured Party alone);


 


	 	(d)	a
    Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower;


 


	 	(e)	the
    taking, holding, protection or enforcement of the Transaction Security, the exercise of any of the rights, powers, discretions
    and remedies vested in the Secured Parties by the Finance Documents or by law;


 


	 	(f)	the
    exercise of any of the rights, powers, discretions and remedies vested in any Secured Party by the Finance Documents or by
    law; and


 


	 	(g)	any
    default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents,


 


and
in respect to the Guarantor only, is a cost, loss or liability which relates to or arises in respect of the guarantee and indemnity
under Clause 17 (Guarantee and indemnity) or has or would be reasonably likely to have a Material Adverse Effect.


 


	14.4	Indemnity
    to the Agent


 


The
Borrower shall promptly indemnify the Agent against:


 


any cost,
loss or liability incurred by the Agent (acting reasonably) as a result of:


 


investigating any event which it reasonably believes is a Default; or


 


entering
into or performing any foreign exchange contract for the purposes of Clause 31.9 (Change of currency); or


 


acting or
relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.;
or


 


instructing
lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted, and subject to any caps
on fees required to be obtained, under this Agreement; and


 


any reasonable
cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred
by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the
Finance Documents.


 






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	14.5	Indemnity
    to the Security Agent


 


	 	14.5.1	The
    Borrower shall promptly indemnify the Security Agent and every Receiver and Delegate against:


 


	 	(a)	any
    cost, loss or liability incurred by any of them as a result of:


 


	 	(i)	any
    failure by the Borrower to comply with its obligations under Clause 16 (Costs and expenses);


 


	 	(ii)	acting
    or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;


 


	 	(iii)	the
    taking, holding, protection or enforcement of the Transaction Security;


 


	 	(iv)	the
    exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver
    and Delegate by the Finance Documents or by law;


 


	 	(v)	any
    default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;


 


	 	(vi)	acting
    as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Project Facilities
    (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross
    negligence or wilful misconduct); and


 


	 	(b)	any
    reasonable cost, loss or liability incurred by any of them as a result of instructing lawyers, accountants, tax advisers,
    surveyors or other professional advisers or experts as permitted, and subject to any caps on fees required to be obtained,
    under this Agreement.


 


	 	14.5.2	The
    Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out
    of the Secured Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause
    14.5 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for
    all moneys payable to it.


 


	15.	MITIGATION
    BY THE LENDERS


 


	15.1	Mitigation


 


	 	15.1.1	Each
    Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise
    and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1
    (Illegality), Clause 12 (Payment Increases and Indemnities) and Clause 13 (Increased costs) including
    (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility
    Office.


 


	 	15.1.2	Clause 15.1.1
    does not in any way limit the obligations of any Obligor under the Finance Documents.


 






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	15.2	Limitation
    of liability


 


	 	15.2.1	The
    Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party
    as a result of steps taken by it under Clause 15.1 (Mitigation).


 


	 	15.2.2	A
    Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance
    Party (acting reasonably), to do so might be prejudicial to it.


 


	16.	Costs
    and expenses


 


	16.1	Transaction
    expenses


 


	 	16.1.1	The
    Borrower shall, within five days of demand, pay each of the Agent and the Security Agent the amount of all costs and expenses
    (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate)
    in connection with the negotiation, preparation, printing, execution, and perfection of:


 


	 	(a)	this
    Agreement and any other documents referred to in this Agreement and the Transaction Security; and


 


	 	(b)	any
    other Finance Documents executed after the date of this Agreement,


 


provided
however, that where no Default has occurred the Agent and the Security Agent shall obtain the approval of the Borrower in respect
of any proposed material costs and expenses payable under this Clause 16.1 in excess of €5,000, such approval not to be unreasonably
withheld or delayed.


 


	 	16.1.2	The
    Borrower shall, within five days of demand, pay to each Finance Party the amount of costs and expenses reasonably incurred
    and agreed in advance with the Borrower (such agreement not to be unreasonably withheld) by that Finance Party in connection
    with one visit to the Project Facilities prior to the Effective Date, and thereafter, one visit per year during the Security
    Period.


 


	16.2	Amendment
    costs


 


If:


 


	 	16.2.1	an
    Obligor requests an amendment, waiver or consent in relation to any Transaction Documents; or


 


	 	16.2.2	an
    amendment is required pursuant to Clause 31.9 (Change of currency),


 


the
Borrower shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all
costs and expenses (including legal fees) reasonably and agreed in advance with the Borrower (such agreement not to be unreasonably
withheld) incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating,
negotiating or complying with that request or requirement. For the avoidance of doubt, this is in addition to the fee payable
under Clause 11.3 (Amendment and waiver fee).


 


	16.3	Enforcement
    and preservation costs


 


The
Borrower shall, within three Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including
legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document
or the Transaction Security and any proceedings instituted by or against that Secured Party as a consequence of it, taking or
holding the Transaction Security or preserving or enforcing its rights under the Finance Documents or the Transaction Security.


 






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	16.4	Valuations


 


	 	16.4.1	The
    Agent may (acting reasonably) request a Valuation at any time.


 


	 	16.4.2	The
    Borrower shall procure the delivery to the Agent of a Valuation:


 


	 	(a)	on
    an annual basis, not later than 15 Business Days prior to each Calculation Date of the Loan to Value Ratio;


 


	 	(b)	prior
    to Utilisation of Facility C;


 


	 	(c)	at
    any time when the Agent reasonably believes that the market value of the Project Facilities has materially decreased;


 


	 	(d)	at
    any time when the Agent (acting reasonably) believes that a Default is continuing or is likely to occur; and


 


	 	(e)	at
    the request of any Lender, when such Lender notifies the Agent that a Valuation is required under applicable law.


 


	 	16.4.3	The
    Borrower shall on demand pay to the Agent the costs of any Valuation provided pursuant to Clause 16.4.2.


 


	 	16.4.4	The
    costs of any Valuation not referred to in Clause 16.4.2 shall be agreed in good faith by the Agent and the Borrower.


 


	 	16.4.5	The
    Borrower shall promptly supply to the Agent a copy of any valuation of the Project Facilities which it obtains.


 


	17.	Guarantee
    and indemnity


 


	17.1	Guarantee
    and indemnity


 


The
Guarantor irrevocably and unconditionally:


 


	 	17.1.1	guarantees
    to each Finance Party punctual performance by the Borrower of all the Borrower’s payment obligations under the Finance
    Documents, other than its obligation to pay the amount of the final instalment of principal due and payable on the Final Maturity
    Date in accordance with Clause 6.1.2, whether such amount becomes due and payable pursuant to Clause 6.1.2, Clause 7 (Prepayment
    and Cancellation), Clause 23.19 (Acceleration) or otherwise) (the “Guaranteed Obligations”);


 


	 	17.1.2	undertakes
    with each Finance Party that whenever the Borrower does not pay any amount when expressed to be due under or in connection
    with the Guaranteed Obligations, the Guarantor shall immediately on demand pay that amount as if it were the principal obligor;
    and


 


	 	17.1.3	agrees
    with each Finance Party that if any Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it will, as an
    independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability
    it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality,
    have been payable by it in respect of the Guaranteed Obligations on the date when it would have been due. The amount payable
    by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount
    claimed had been recoverable on the basis of a guarantee.


 


	17.2	Continuing
    guarantee


 


This
guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower in respect of or in
connection with the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.


 






    54


     


    

 


	17.3	Reinstatement


 


If
any discharge, release, accounting or arrangement (whether in respect of the obligations of the Borrower or any Security for those
obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security, recovery or other
disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation,
then the liability of the Guarantor under this Clause 17 will continue or be reinstated as if the discharge, release, accounting
or arrangement had not occurred.


 


	17.4	Waiver
    of defences


 


	 	17.4.1	The
    obligations of the Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but
    for this Clause 17, would reduce, release or prejudice any of its obligations under this Clause 17 (whether or not known
    to it or the Lender) including:


 


	 	(a)	any
    time, waiver or consent granted to, or composition with, the Borrower or other person;


 


	 	(b)	the
    release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any person;


 


	 	(c)	the
    taking, variation, compromise, exchange, renewal, enforcement or release of, or refusal or neglect to perfect, take up or
    enforce, any rights against, or Security over assets of, the Borrower or other person or any non-presentation or non-observance
    of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;


 


	 	(d)	any
    incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower
    or any other person;


 


	 	(e)	any
    amendment, novation, supplement, extension (however fundamental and whether or not more onerous), or replacement, assignment,
    avoidance or termination of any Finance Document or any other document or Security including any change in the purpose of,
    any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document
    or Security;


 


	 	(f)	any
    unenforceability, illegality or invalidity of any obligation of, or any Security created by, any person under any Finance
    Document or any other document; or


 


	 	(g)	any
    insolvency, liquidation, administration or similar procedure.


 


	 	17.4.2	Without
    derogating from the provisions of this Clause 17 or from Clause 42 (Governing law) below, the Guarantor hereby agrees
    and confirms, for the avoidance of doubt, that the Israeli Guarantees Law, 1967 (Guarantee Law) shall not apply to
    this Agreement and that should the Guarantee Law for any reason be deemed to be applicable to this Agreement, the Guarantor
    hereby waives all rights and defences that may have been available to the Guarantor under the Guarantee Law.


 


	17.5	Guarantor
    intent


 


Without
prejudice to the generality of Clause 17.4 (Waiver of defences), the Guarantor expressly confirms that it intends
that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of
or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes
of or in connection with any of the following:


 


	 	17.5.1	business
    acquisitions of any nature;


 






    55


     


    

 


	 	17.5.2	increasing
    working capital;


 


	 	17.5.3	enabling
    investor distributions to be made;


 


	 	17.5.4	carrying
    out restructurings;


 


	 	17.5.5	refinancing
    existing facilities;


 


	 	17.5.6	refinancing
    any other indebtedness;


 


	 	17.5.7	making
    facilities available to new borrowers;


 


	 	17.5.8	any
    other variation or extension of the purposes for which any such facility or amount might be made available from time to time;
    and


 


	 	17.5.9	any
    fees, costs and/or expenses associated with any of the foregoing.


 


	17.6	Immediate
    recourse


 


The
Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or Security or claim payment from any person before claiming from that Guarantor under this
Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.


 


	17.7	Appropriations
    


 


During
the Security Period, any Finance Party may:


 


	 	17.7.1	refrain
    from applying or enforcing any other moneys, Security or rights held or received by it (or any trustee or agent on its behalf)
    in respect of amounts which may be or become payable by the Borrower under or in connection with the Guaranteed Obligations,
    or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the
    Guarantor shall not be entitled to the benefit of the same; and


 


	 	17.7.2	hold
    in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability
    under this Clause 17.


 


	17.8	Deferral
    of Guarantor’s rights


 


	 	17.8.1	During
    the Security Period, and unless the Agent otherwise directs, the Guarantor will not exercise or benefit from any rights which
    it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being
    payable, or its liability, under this Clause 17:


 


	 	(a)	to
    receive or claim payment from or be indemnified by the Borrower;


 


	 	(b)	to
    claim any contribution from any other provider of Security in respect of, the Guaranteed Obligations;


 


	 	(c)	to
    take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties
    in respect of the Guaranteed Obligations or of any guarantee or Security taken pursuant to, or in connection with, the Guaranteed
    Obligations by any Finance Party;


 


	 	(d)	to
    take, or retain, any Security from the Borrower or, in respect of the Guaranteed Obligations, any other person;


 


	 	(e)	to
    bring legal or other proceedings for an order requiring the Borrower to make any payment, or perform any obligation, in respect
    of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity)
    of this Agreement;


 






    56


     


    

 


	 	(f)	to
    exercise any right of set-off against the Borrower or to invoke or benefit from the rule in Cherry v Boultbee (as developed
    from time to time) or any similar or analogous rule or principle; and/or


 


	 	(g)	to
    claim or prove as a creditor of the Borrower in competition with any Finance Party.


 


	 	17.8.2	If
    the Guarantor receives any benefit, payment or distribution in relation to any rights referred to in Clause 17.8.1 it
    shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable
    to any Finance Party by the Obligors in respect of or in connection with the Guaranteed Obligations to be repaid in full on
    trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application
    in accordance with Clause 29 (Payment mechanics) of this Agreement.


 


	17.9	Additional
    Security


 


This
guarantee is in addition to, is not in any way prejudiced by, and shall not merge with, any other guarantee or Security now or
in the future held by any Finance Party.


 


	18.	Bank
    accounts


 


	18.1	Designation
    of Accounts


 


	 	18.1.1	Each
    of the Borrower and Romextur shall maintain the following bank accounts in its own name:


 


	 	(a)	current
    accounts with the Account Bank, with the following account numbers designated the Collection Accounts and held in Bucharest
    at its branch at Victoria;


 


	 	(i)	in
    the name of the Borrower:


 


	 	(aa)	RO27RZBR0000060013814841
    denominated in Romanian Lei;


 


	 	(bb)	RO24RZBR0000060013814895
    denominated in Euros;


 


	 	(cc)	RO07RZBR0000060013814910
    denominated in US Dollars;


 


	 	(dd)	RO26RZBR0000060014157560
    denominated in GBP.


 


	 	(ii)	in
    the name of the Borrower and the Manager:


 


	 	(aa)	RO82RZBR0000060013814198
    denominated in Romanian Lei;


 


	 	(bb)	RO27RZBR0000060013814938
    denominated in Euros;


 


	 	(cc)	RO52RZBR0000060013814973
    denominated in US Dollars;


 


	 	(dd)	RO54RZBR0000060017579701
    denominated in Romanian Lei;


 


	 	(ee)	RO59RZBR0000060017579708
    denominated in Euros; and


 


	 	(ff)	RO91RZBR0000060017579714
    denominated in US Dollars;


 


	 	(gg)	RO03RZBR0000060014038955
    denominated in GBP; and


 






    57


     


    

 


	 	(iii)	in
    the name of Romextur:


 


	 	(aa)	RO39RZBR0000060013892322
    denominated in Romanian Lei;


 


	 	(bb)	RO98RZBR0000060013892327
    denominated in Euros.


 


	 	(b)	in
    respect of the Borrower only, a current account with account number 1-54.051.172 (IBAN AT703100000154051172) denominated in
    Euros, designated the Current Account and held in Vienna;


 


	 	(c)	in
    respect of the Borrower only, current accounts with the following account numbers designated the Construction Accounts:


 


	 	(i)	RO67
    RZBR 0000 0600 1759 3532 denominated in Romanian Lei;


 


	 	(ii)	RO48
    RZBR 0000 0600 1381 5336 denominated in Euros.


 


	 	(d)	in
    respect of the Borrower only, a deposit account with the following account numbers designated the Debt Service Reserve
    Account:


 


2-54.051.172
(IBAN AT173100000254051172) denominated in Euros.


 


	 	18.1.2	The
    Borrower shall procure that:


 


	 	(a)	neither
    it, Romextur nor the Manager shall open, hold, or maintain any bank account other than any relevant Collection Accounts, the
    Construction Accounts, the Debt Service Reserve Account, the Amex Accounts, the Treasury Account, the FF&E Reserve Accounts
    and, subject to the terms of this Agreement, the UniCredit Accounts and the Romextur UniCredit Accounts;


 


	 	(b)	save
    as otherwise specified in this Clause 18, all Gross Revenues and any other receivables received by the Borrower and Romextur
    shall be paid into the applicable Collection Accounts;


 


	 	(c)	no
    payments to, or withdrawals from, the Amex Accounts shall be made (save for any lawfully made refund(s) to the customers,
    applicable occupants or recipients of hotel services of the Radisson Blu Hotel or the Park Inn Hotel & Residence who made
    such payments using the American Express payment cards) and that all Amex Accounts Proceeds are transferred by the Borrower
    into the applicable Collection Accounts on the last Business Day of each week in Bucharest;


 


	 	(d)	no
    payments to, or withdrawals from, the Treasury Account shall be made (save for payments made into such account in respect
    of the relevant occupants of the Project Facilities whose payments to the Borrower are to be made by the Treasury of the Government
    of Romania) and that all Treasury Account Proceeds are transferred by the Borrower into the applicable Collection Accounts,
    on the earlier of:


 


	 	(i)	any
    time the amount standing to the credit of the Treasury Account exceeds €50,000; and


 


	 	(ii)	the
    last Business Day of each Month in Bucharest;


 


	 	(e)	no
    payments to, or withdrawals from, any FF&E Reserve Account shall be made save towards payment of amounts required for
    the maintenance of the FF&E Reserve, provided that any such payments are made in accordance with the Forecast which is
    prepared annually in accordance with Clause 20.9.2; and


 






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	 	(f)	all
    payments or receipts into:


 


	 	(i)	the
    UniCredit Accounts; and


 


	 	(ii)	the
    Romextur UniCredit Accounts,


 


are
transferred by the Borrower into the applicable Collection Account on the last Business Day of each week.


 


	18.2	Collection
    Accounts


 


	 	18.2.1	The
    Borrower shall not and shall procure that neither it, Romextur nor the Manager, shall make any payments to, or withdrawals
    from, any Collection Account except at the following times and for the following purposes:


 


	 	(a)	payment
    of amounts incurred in the ordinary course of trading in connection with the Project Facilities, provided that any such payments
    are made in accordance with the Budget (as amended from time to time);


 


	 	(b)	at
    any time, in or towards payment of any fees, costs and expenses of the Agent due and unpaid under the Finance Documents;


 


	 	(c)	at
    any time, in or towards payment of Financing Costs, Financing Principal, due and payable;


 


	 	(d)	at
    any time, in or towards payment of any other sum due and payable but unpaid under the Finance Documents (including, without
    limitation the balance of the principal amount due and payable on the Final Maturity Date and any amounts required to be prepaid
    in accordance with Clause 7 (Prepayment and cancellation));


 


	 	(e)	in
    respect of the Borrower only, towards any payments (other than operating expenses) where the amount of such payments does
    not in aggregate exceed €175,000 (or its equivalent in other currencies) in any Financial Year, provided that:


 


	 	(i)	the
    prior written consent of the Agent is required for any payments in excess of €175,000 (or its equivalent in other currencies);
    and


 


	 	(ii)	no
    Default has occurred and is continuing or would result from such a withdrawal; and


 


	 	(f)	in
    respect of the Borrower and Romextur towards administrative fees and costs which are necessary to maintain their corporate
    existence;


 


	 	(g)	as
    expressly permitted by the Finance Documents; and


 


	 	(h)	at
    any time, to the extent that the Agent agrees, any payment into any Collection Account.


 


	 	18.2.2	If
    any amount referred to in Clause 18.2.1 is paid into an account other than the Collection Accounts, the Borrower and
    Romextur shall ensure that it is paid immediately into the Collection Accounts.


 


	 	18.2.3	If
    any payment is paid into the Collection Accounts which should have been paid into another account, the Borrower or Romextur,
    as applicable, shall pay that amount to that other account if:


 


	 	(a)	the
    Agent requests it to do so;


 






    59


     


    

 


	 	(b)	the
    Agent notifies the Borrower that it is satisfied with the evidence that the payment should have been made to that other account;
    and


 


	 	(c)	no
    Default is continuing.


 


	 	18.2.4	The
    Collection Accounts shall be subject to and operated with regard to the provisions of each Security Agreement over Accounts
    and other applicable Transaction Security Documents.


 


	18.3	Current
    Account


 


	 	18.3.1	The
    Agent shall have sole signing rights to the Current Account.


 


	 	18.3.2	The
    Current Account shall be used for payment of Financing Costs, Financing Principal and other amounts due to the Finance Parties
    under the Finance Documents (including, without limitation the balance of the principal amount due and payable on the Final
    Maturity Date and any amounts required to be prepaid in accordance with Clause 7 (Prepayment and cancellation)). 


 


	 	18.3.3	The
    Current Account shall not be subject to the Security constituted under the Transaction Security Documents.


 


	18.4	Debt
    Service Reserve Account


 


	 	18.4.1	The
    Debt Service Reserve Account shall be blocked to the order of the Agent and the Borrower may not make any withdrawals from
    the Debt Service Account otherwise than with the prior written consent of the Agent.


 


	 	18.4.2	The
    Borrower shall:


 


	 	(a)	deposit
    in the Debt Service Reserve Account, from its own sources an amount equal to EUR 2,250,000, prior to the first Utilisation
    Date; and


 


	 	(b)	procure
    that:


 


	 	(i)	the
    balance standing to the credit of the Debt Service Reserve Account at any time, is not less than EUR 2,250,000; and


 


	 	(ii)	whenever
    the balance of the Debt Service Reserve Account drops below the threshold referred to in paragraph (i) above, it shall top-up
    such amount from Excess Cash available to it for Distributions or otherwise from equity or intra-group loans (subordinated
    to repayment of full of amounts owing to the Finance Parties under the Finance Documents), promptly and in any case no later
    than 10 Business Days following receipt of a request from the Agent.


 


	 	18.4.3	The
    Agent shall be entitled, without further notice or consent, to appropriate and apply amounts standing to the credit of the
    Debt Service Reserve Account, in or towards payment of amounts due and payable under the Finance Documents, but unpaid.


 






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	18.5	Agent’s
    Rights on Default


 


	 	18.5.1	Following
    the occurrence of a Default which is continuing and which has been notified in writing to the Borrower and to the relevant
    Account Bank and/or any other applicable account bank:


 




	 	(a)	the Borrower may no withdraw any money from any of its Accounts without the prior written

                                                                                 consent of the Agent; and



 


	 	(b)	the
    Agent shall be entitled, without any prior notice or consent, to suspend the authority of the Borrower to give instructions
    in connection with any Account.


 


	 	18.5.2	If
    the Agent exercises its rights under Clause 18.5.1 above, the Agent shall be entitled without any further direction, authority
    or consent from the Borrower to make any payment (or to instruct the Account Bank to make any payment) from any Account which
    the Borrower is entitled to make pursuant to this Agreement, when such payment becomes due.


 


	 	18.5.3	On
    or at any time after all or any part of the Loans are or become immediately due and payable (whether pursuant to Clause 7
    (Prepayment and Cancellation) and Clause 23.19 (Acceleration) or otherwise in accordance with this Agreement),
    the Agent shall be entitled to appropriate:


 


	 	(a)	all
    balances then standing to the credit of the Accounts; and


 


	 	(b)	any
    amounts thereafter standing to the credit of any or all of the Accounts,


 


for
application in accordance with this Agreement.


 


	 	18.5.4	On
    the Final Maturity Date, all money standing to the credit of the Accounts may be appropriated by the Agent for application
    in or towards discharge of amounts outstanding under the Finance Documents.


 


	18.6	Miscellaneous
    Accounts provisions


 


	 	18.6.1	The
    Borrower shall ensure that no Account becomes overdrawn.


 


	 	18.6.2	No
    Finance Party shall be liable to the Borrower for:


 


	 	(a)	any
    non-payment of any liability of the Borrower which could be paid out of moneys standing to the credit of an Account; or


 


	 	(b)	any
    withdrawal wrongly made, if made in good faith.


 


	 	18.6.3	The
    Borrower shall, within five Business Days of the Agent’s request (such requests not to be made more than once a Month,
    unless a Default has occurred and is continuing), supply the Agent with the following information regarding any payment received
    in an Account opened in its name:


 


	 	(a)	the
    date of payment or receipt;


 


	 	(b)	the
    payer; and


 


	 	(c)	the
    purpose of the payment or receipt.


 


	 	18.6.4	The
    Borrower shall, within two Business Days of the end of each Month during the Security Period, provide the Agent with a statement
    evidencing the transfer to the Collection Accounts of the applicable amounts from the Amex Accounts, the Treasury Account,
    the UniCredit Accounts and the Romextur UniCredit Accounts in accordance with Clauses 18.1.2(c), 18.1.2(d) and 18.1.2(f) respectively.


 


	18.7	Transfer
    of Accounts


 


	 	18.7.1	The
    Borrower shall transfer an Account to another bank if the Agent (acting reasonably) so requests, provided that such transfer
    of Account has no adverse effect on the commercial interests of the Borrower or the Project Facilities and the Borrower shall
    not incur substantial additional costs as a result of such transfer.


 






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	 	18.7.2	A
    transfer of an Account to another bank shall only become effective when the proposed new bank agrees with the Agent and the
    Borrower to fulfil the role of the bank holding that Account on terms satisfactory to the Agent (acting on the instruction
    of the Lenders).


 


	19.	Representations


 


Each
of the Borrower, BEAH and Romextur makes the representations and warranties set out in this Clause 19 to the Finance Parties
on the date of this Agreement. The Guarantor, for itself only, makes the representations and warranties set out in this Clause 19,
save for the representations and warranties set out in Clause 19.10 (VAT), Clause 19.14 (Transaction Documents),
19.20 (Security and Financial Indebtedness), 19.21 (Ranking), 19.22 (Assets) to 19.25 (Title to property),
19.27 (Shares), 19.28 (Intellectual Property), 19.30 (No adverse consequences), 19.31 (No other business)
and 19.34 (Works council), to the Finance Parties on the date of this Agreement.


 


	19.1	Status


 


	 	19.1.1	It
    is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.


 


	 	19.1.2	It
    has the power to own its assets and to carry out the Project.


 


	 	19.1.3	No
    Obligor (nor any Affiliate of an Obligor (other than the Guarantor)) is a FATCA FFI or a US Tax Obligor.


 


	19.2	Binding
    obligations; Transaction Security


 


Subject
to the Legal Reservations and, in the case of (b) below, subject to the Perfection Requirements and payment of associated fees:


 


	 	19.2.1	the
    obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and
    enforceable obligations; and


 


	 	19.2.2	(without
    limiting the generality of paragraph (a) above), each Security Document to which it is a party creates the Security which
    that Security Document purports to create over the assets in respect of which it is expressed to be created and those assets
    are not subject to any pari passu Security.


 


	19.3	Non-conflict
    with other obligations 


 


The
entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party and
the granting of the Transaction Security do not and will not conflict with:


 


	 	19.3.1	any
    law or regulation applicable to it;


 


	 	19.3.2	its
    constitutional documents; or


 


	 	19.3.3	any
    agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described)
    under any such agreement or instrument if such conflict, default or termination event:


 


	 	(a)	in
    respect of the Guarantor only, has or is reasonably likely to have a Material Adverse Effect; and


 


	 	(b)	in
    respect of the entry into and performance by any other Obligor of, and the transactions contemplated by, any Project Document
    only, has or is reasonably likely to have a Material Adverse Effect.


 






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	19.4	Power
    and authority


 


It
has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance
and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.


 


	19.5	Authorisations


 


	 	19.5.1	All
    Authorisations required by law and all Material Authorisations:


 


	 	(a)	to
    enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it
    is a party; and


 


	 	(b)	to
    make the Finance Documents to which it is a party admissible in evidence in each Relevant Jurisdiction, save for translations
    of the Finance Documents into Romanian language,


 


have
been obtained or effected and are in full force and effect.


 


	 	19.5.2	All
    Authorisations required by law and all Material Authorisations:


 


	 	(a)	to
    enable it lawfully to enter into, exercise its rights and comply with its obligations in the Project Documents to which it
    is a party; and


 


	 	(b)	to
    make the Project Documents to which it is a party admissible in evidence in each Relevant Jurisdiction, save for translations
    of the Project Documents into Romanian language,


 


have
been obtained or effected and are in full force and effect, if failure to obtain such Authorisations has or would be reasonably
likely to have a Material Adverse Effect.


 


	19.6	Governing
    law and enforcement


 


	 	19.6.1	Subject
    to the Legal Reservations, the choice of the governing law of the Transaction Documents, its submission to the jurisdiction
    of the Courts of England and Wales or Romania and its agreement not to claim any immunity to which it or its assets may be
    entitled will be recognised and enforced in each Relevant Jurisdiction.


 


	 	19.6.2	Subject
    to the Legal Reservations, any judgment obtained in relation to a Transaction Document in the jurisdiction of the governing
    law of that Transaction Document will be recognised and enforced in each Relevant Jurisdiction.


 


	19.7	Deduction
    of Tax



 

Save
for the Guarantor, it is not required to make any deduction or withholding for or on account of Tax:


 


	 	19.7.1	from
    any payment it may make under any Finance Document; or


 


	 	19.7.2	which
    is attributable to a FATCA Deduction required to be made by a Party.


 


	19.8	Insolvency


 


No:


 


	 	19.8.1	corporate
    action, legal proceeding or other procedure or step described in paragraph (a) of Clause 23.7 (Insolvency proceedings);
    or


 


	 	19.8.2	creditors’
    process described in Clause 23.8 (Creditors’ process),


 


has
been taken or (to the best of its knowledge and belief), threatened in relation to it or, as far as it is aware, any Major Project
Party; and none of the circumstances described in Clause 23.6 (Insolvency) applies to it, or, as far as it is aware,
any Major Project Party.


 








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	19.9	No
    filing or stamp taxes


 


	 	19.9.1	Under
    the laws of each Relevant Jurisdiction, it is not necessary that the Finance Documents be registered, filed, recorded, notarised
    or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes
    or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except
    for (i) compliance by the relevant Obligor with the Perfection Requirements and payment of associated fees, which notarisation,
    registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Finance Document; (ii)
    any filing, recording or enrolling or any tax or fee payable in relation to the Romanian Security Documents which is referred
    to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Finance Document; and (iii)
    the notification of this Agreement to the National Bank of Romania for statistical purposes.


 


	 	19.9.2	Under
    the laws of each Relevant Jurisdiction, any filing which affects the validity or enforceability of any Project Document has
    been filed, recorded or enrolled with any court or other authority in that Relevant Jurisdiction.


 


	19.10	VAT


 


It
is not a member of a value added tax group.


 


	19.11	No
    default


 


	 	19.11.1	No
    Default is continuing or would reasonably be expected to result from the making of any Utilisation or the entry into, the
    performance of, or any transaction contemplated by, any Transaction Document.


 


	 	19.11.2	No
    other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice,
    the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event
    (however described) under any other agreement or instrument which is binding on it or to which its assets are subject, where
    such event or circumstance which has or, save in respect of the Guarantor only, is reasonably likely to have a Material Adverse
    Effect.


 


	19.12	No
    misleading information


 


	 	19.12.1	To
    the best of its knowledge (having made due and careful enquiry), any factual information provided by or on behalf of any Obligor
    to any Finance Party in relation to the Project was true and accurate in all material respects as at the date it was given
    or as at the date (if any) at which it is stated.


 


	 	19.12.2	To
    the best of its knowledge (having made due and careful enquiry), any financial or cashflow projection or forecast provided
    by or on behalf of any Obligor to any Finance Party in relation to the Project has been prepared on the basis of complete
    and accurate in all material respects historical information which was recent at the date the relevant forecast or projection
    was given or as at the date (if any) at which it is stated, was made on the basis of reasonable assumptions, and was arrived
    at after careful consideration and using an appropriate methodology.


 






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	 	19.12.3	Any
    other expression of opinion provided by or on behalf of any Obligor to any Finance Party in relation to the Project was made
    after careful consideration and (as at the date it was given or as at the date (if any) at which it is stated) and was based
    on reasonable grounds.


 


	 	19.12.4	At
    the date on which the relevant information, forecast, projection or other expression of opinion is given or (as applicable)
    expressed to be stated, to the best of its knowledge and belief (having made due and careful enquiry), no event or circumstance
    has occurred or arisen, and no information has been given or withheld that results in any information, forecast, projection
    or other expression of opinion referred to in Clause 19.12.1, 19.12.2 or 19.12.3 above being untrue or misleading in any material
    respect.


 


	19.13	Original
    Financial Statements


 


	 	19.13.1	Its
    Original Financial Statements were prepared, as the case, in accordance with Applicable Accounting Principles or other applicable
    legislation and/or standards consistently applied.


 


	 	19.13.2	Its
    Original Financial Statements fairly and in all material respects represent its financial condition and results of operations
    (and its consolidated financial condition and results of operations in the case of the Borrower) during the relevant Financial
    Year.


 


	 	19.13.3	There
    has been no material adverse change in its assets, business or financial condition since the date of the Original Financial
    Statements which is reasonably likely to have a Material Adverse Effect.


 


	19.14	Transaction
    Documents


 


	 	19.14.1	The
    copies of the Project Documents it has supplied to any Finance Party are true and complete copies of those documents at the
    date of this Agreement.


 


	 	19.14.2	No
    Obligor is a party to any material agreement with a material impact on the Project other than the Transaction Documents.


 


	 	19.14.3	No
    Obligor has incurred any material liabilities under or in connection with the Project or any Project Facility other than pursuant
    to the Transaction Documents to which it is a party.


 


	 	19.14.4	No
    Obligor is a party to, and is not aware of, any agreement between any of the parties to any Transaction Document which amends,
    supplements or affects any Transaction Document (other than the other Transaction Documents).


 


	 	19.14.5	There
    is no material dispute in connection with any Project Document.


 


	19.15	Pari
    passu ranking


 


Its
payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


 


	19.16	No
    proceedings pending or threatened


 


No
litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency have been
started or, to the best of its knowledge and belief (having made due and careful enquiry) threatened against it, which are reasonably
likely to be adversely determined and, if adversely determined, are reasonably likely to have a Material Adverse Effect.


 






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	19.17	No
    breach of laws


 


To
the best of its knowledge and belief (having made due and careful enquiry), it has not committed any breach of any law or regulation,
which, in respect of the Guarantor only, has or is reasonably likely to have a Material Adverse Effect.


 


	19.18	Environmental
    laws


 


	 	19.18.1	The
    Borrower is in compliance with Clause 22.2 (Environmental compliance) and to the best of its knowledge and belief
    (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in the future in
    any material respect.


 


	 	19.18.2	No
    Environmental Claim has been commenced or, to the best of its knowledge and belief (having made due and careful enquiry) is
    threatened against the Borrower or Romextur, which has or is reasonably likely to have a Material Adverse Effect.


 


	19.19	Taxation


 


	 	19.19.1	It
    is not overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax where,
    in respect of the Guarantor only, such event has or is reasonably likely to have a Material Adverse Effect, save where payment
    of such Tax is contested in good faith by the relevant Obligor.


 


	 	19.19.2	It
    is resident for Tax purposes only in the jurisdiction of its incorporation.


 


	19.20	Security
    and Financial Indebtedness


 


	 	19.20.1	No
    Security exists over all or any of the present or future assets of the Borrower, BEAH or Romextur other than as permitted
    by this Agreement.


 


	 	19.20.2	None
    of the Borrower, BEAH or Romextur has any Financial Indebtedness outstanding other than as permitted by this Agreement.


 


	19.21	Ranking


 


	 	19.21.1	The
    Transaction Security has or will have (subject to Perfection Requirements being satisfied) the ranking in priority which it
    is expressed to have in the Transaction Security Documents and it is not subject to any prior ranking or pari passu
    ranking Security.


 


	 	19.21.2	Upon
    completion of the Perfection Requirements, the Transaction Security has or will have the ranking in priority which it is expressed
    to have in the Transaction Security Documents, subject to no prior ranking or pari passu ranking Security.


 


	19.22	Assets


 


It
has, subject to Permitted Security and any reservations or qualifications set out in the Report on Title, good, valid and marketable
title to, or freedom to use (by way of it having valid leases or licences of, and all appropriate Authorisations to use, or otherwise)
under all applicable laws, all the assets necessary to carry out the Project, free from Security, restrictions and onerous covenants.


 


	19.23	Legal
    and beneficial ownership


 


	 	19.23.1	Subject
    to Permitted Security, it is the sole legal owner of the assets over which it purports to grant Security.


 


	 	19.23.2	All
    of the share capital in the Borrower is legally owned by the shareholders in the Borrower in the following proportions:


 


	 	(a)	97.85
    per cent of the shares in the Borrower are held by BEAH; and


 


	 	(b)	2.15
    per cent of the shares in the Borrower are held by other shareholders.


 






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	 	19.23.3	99
    per cent of the share capital in BEAH is legally and beneficially owned by BEA Hotels N.V. The remaining 1 per cent of the
    share capital in BEAH is legally and beneficially owned by BEA Hotels Management B.V., a wholly owned Subsidiary of BEA Hotels
    N.V.


 


	 	19.23.4	95.3
    per cent of the shares in Romextur are held by the Borrower.


 


	 	19.23.5	The
    Guarantor indirectly and beneficially (as applicable in the Relevant Jurisdiction) owns 97.85 per cent of the share capital
    in the Borrower and 93.25 per cent of the share capital in Romextur.


 


	19.24	Valuation


 


	 	19.24.1	All
    written information supplied by it or on its behalf to the Valuer for the purposes of each Valuation was, to the best of its
    knowledge and belief (having made due and careful enquiry), true and accurate in all material respects as at the date it was
    provided or (if appropriate) as at the date (if any) at which it is stated to be given.


 


	 	19.24.2	Any
    financial projections contained in the information referred to in Clauses 20.9 (Budget updates and Forecasts) were
    prepared on the bases of recent historical information and reasonable assumptions.


 


	 	19.24.3	To
    the best of its knowledge and belief (having made due and careful enquiry), nothing has occurred, nor has it omitted to supply
    any information which, if disclosed, would adversely affect any Valuation.


 


	19.25	Title
    to property


 


	 	19.25.1	The
    Borrower and Romextur are, as applicable, the legal owners of the Project Facilities and each have good and marketable title
    to their respective Project Facilities free from:


 


	 	(a)	Security
    (other than any Permitted Security); and


 


	 	(b)	restrictions
    and onerous covenants other than those set out in the Report on Title.


 


	 	19.25.2	Except
    as disclosed for the purpose of the Report on Title, from the first Utilisation Date:


 


	 	(a)	no
    breach of any law or regulation is continuing which might adversely affect the value of the Project Facilities;


 


	 	(b)	there
    is no covenant, agreement, stipulation, reservation, condition, interest, right or other matter adversely affecting the Project
    Facilities;


 


	 	(c)	nothing
    has arisen or been created and nothing is outstanding which would be an overriding interest under applicable law, or an unregistered
    interest which overrides first registration or registered dispositions, over the Project Facilities;


 


	 	(d)	no
    facility necessary for the enjoyment and use of the Project Facilities is enjoyed by any person on terms entitling that person
    to terminate or curtail its use;


 


	 	(e)	it
    has not received notice of any adverse claim regarding the ownership of the Project Facilities or any interest in it, nor
    has any acknowledgement been given to any person in respect of the Project Facilities; and


 


	 	(f)	to
    the best of its knowledge and belief (having made due and careful enquiry), it holds the Project Facilities free from any
    lease or licence other than those entered into after the date of and in accordance, or without conflict, with this Agreement.


 






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	19.26	Information
    for Report on Title


 


To
the best of its knowledge and belief (having made due and careful enquiry):


 


	 	19.26.1	all
    information supplied by it or on its behalf to the lawyers who prepared the Report on Title for the purpose of the Report
    on Title was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which
    it is stated to be given.


 


	 	19.26.2	nothing
    has occurred or been omitted or withheld from the information provided by it or on its behalf for the purpose of the Report
    on Title which results in such information being untrue or misleading in any material respect.


 


	19.27	Shares


 


	 	19.27.1	The
    shares which are subject to the Transaction Security are fully paid and, save as otherwise provided by law, not subject to
    any option to purchase or similar rights.


 


	 	19.27.2	The
    constitutional documents of the Obligors do not restrict or inhibit any transfer of those shares on creation or enforcement
    of the Transaction Security.


 


	 	19.27.3	In
    relation to the shares which are subject to the Transaction Security, there are no agreements in force which provide for the
    issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any
    Obligor (including any option or right of pre-emption or conversion).


 


	19.28	Intellectual
    Property


 


It:


 


	 	19.28.1	is
    the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which
    is material in the context of its business and which is required by it in order to carry on its business as it is being conducted
    to implement the Project.


 


	 	19.28.2	does
    not in carrying on its business, and implementing the Project, infringe any Intellectual Property of any third party in any
    respect; and


 


	 	19.28.3	has
    taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property
    owned by it.


 


	19.29	Centre
    of main interests and establishments


 


For
the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the Regulation),
its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation
and it has no „establishment” (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction.


 


	19.30	No
    adverse consequences


 


	 	19.30.1	It
    is not necessary under the laws of any Relevant Jurisdiction:


 


	 	(a)	in
    order to enable a Finance Party to enforce its rights under any Finance Document; or


 


	 	(b)	by
    reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,


 


that
a Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.


 






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	 	19.30.2	A
    Finance Party is not or will not be deemed to be resident, domiciled or carrying on business in any Relevant Jurisdiction
    by reason only of the execution, performance and/or enforcement of any Finance Document.


 


	19.31	No
    other business


 


	 	19.31.1	Except
    as set out in its constitutional documents and expressly contemplated by the Transaction Documents or otherwise relating to
    the Project, neither the Borrower, BEAH nor Romextur have traded, carried on business or incurred any liabilities or commitments
    (actual or contingent, present or future).


 


	 	19.31.2	BEAH
    has no Subsidiaries, other than the Borrower, BEAHF and BEA Hotels Eastern Europe (Romania) S.R.L.


 


	 	19.31.3	The
    Borrower has no Subsidiaries, other than Romextur.


 


	19.32	No
    immunity


 


	 	19.32.1	The
    execution by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations
    under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes.


 


	 	19.32.2	It
    will not be entitled to claim immunity for itself or any of its assets from suit, set-off, execution, attachment or other
    legal process in any proceedings taken in any Relevant Jurisdiction in relation to any Finance Document.


 


	19.33	Registration
    of UK establishment by Overseas Obligor 


 


Each
Overseas Obligor (if any):


 


	 	19.33.1	is
    not an „overseas company that is registered” within the meaning of Part 3 of The Overseas Companies (Execution
    of Documents and Registration of Charges) Regulations 2009; or


 


	 	19.33.2	has
    provided to the Agent copies of all documents it has delivered to the Registrar of Companies under:


 


	 	(a)	Part
    2 (Initial registration of particulars) or Part 3 (Alteration in registered particulars) of the Overseas Companies Regulations
    2009; or


 


	 	(b)	section
    1048 of the Companies Act 2006.


 


	19.34	Works
    council


 


Neither
BEAH nor BEAHF has a works council (ondernemingsraad).


 


	19.35	Repetition


 


	 	19.35.1	The
    representations set out in Clauses 19.1 (Status) to 19.33 (Registration of UK establishment by Overseas Obligor)
    shall be deemed to be repeated by the Obligors (save, subject to the relevant provisions in this Clause 19, for the Guarantor,
    as applicable) on each day until the Final Maturity Date, except for:


 


	 	(a)	Clause 19.5
    (Authorisations);


 


	 	(b)	Clause 19.7
    (Deduction of Tax);


 


	 	(c)	Clause 19.8
    (Insolvency);


 


	 	(d)	Clause 19.9
    (No filing or stamp taxes);


 


	 	(e)	Clause 19.11
    (No Default);



 






    69


     


    

 


	 	(f)	Clause 19.13
    (Original Financial Statements);


 


	 	(g)	Clause 19.14
    (Transaction Documents);


 


	 	(h)	Clause 19.16
    (No proceedings pending or threatened);


 


	 	(i)	Clause 19.17
    (No breach of laws);


 


	 	(j)	Clause 19.19.1
    (Taxation);


 


	 	(k)	Clause 19.20
    (Security and Financial Indebtedness); and


 


	 	(l)	Clause 19.31.1
    (No other business).


 


	 	19.35.2	The
    representations in the other Clauses listed in Clause 19.35.1 above are deemed to be repeated on the first Utilisation
    Date.


 


	 	19.35.3	Each
    representation or warranty deemed to be made after the date of this Agreement shall, except where expressed to be made at
    a specific date, be deemed to be made by reference to the facts and circumstances existing at the date the representation
    or warranty is deemed to be made.


 


	20.	Information
    undertakings


 


The
undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Commitment is in force.


 


	20.1	Financial
    statements


 


The
Borrower shall supply to the Agent in sufficient copies for all the Lenders, as soon as they are available, but in any event:


 


	 	20.1.1	within
    120 days after the end of each Financial Year:


 


	 	(a)	its
    audited financial statements for that Financial Year;


 


	 	(b)	the
    audited financial statements of Romextur for that Financial Year; and


 


	 	(c)	the
    audited financial statements of the Guarantor for that Financial Year;


 


	 	20.1.2	within
    45 days after each Quarter Period, its quarterly unaudited management accounts including a profit and loss account and a balance
    sheet.


 


	20.2	Compliance
    Certificate


 


	 	20.2.1	The
    Borrower shall supply to the Agent:


 


	 	(a)	on
    each Calculation Date specified in paragraph (a) of the definition of ‘Calculation Date’, its computations of,
    and compliance with the ratios referred to in Clause 21.3 (Loan to Value);


 


	 	(b)	on
    or by 30 April 2016, and thereafter on each 30 April a Compliance Certificate setting out (in reasonable detail):


 


	 	(i)	its
    computation of, and compliance with the ratios referred to in Clause 21.1 (Yield on Debt) for the previous Financial
    Year and the current Financial Year, calculated as at the Calculation Date specified in paragraph (b) of the definition of
    ‘Calculation Date’; and


 


	 	(ii)	its
    computation of the Excess Cash for the previous Financial Year;


 






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	 	(c)	on
    or by 15 May 2016 and thereafter, no later than 45 days after each Calculation Date specified in paragraphs (c) of the definition
    of ‘Calculation Date’, a Compliance Certificate setting out (in reasonable detail) computations of, and compliance
    with Clause 21.2 (Debt Service Cover Ratio) calculated as at the relevant Calculation Date; and


 


	 	(d)	within
    45 days of each Calculation Date specified in paragraph (d) of the definition of ‘Calculation Date’ a Compliance
    Certificate setting out (in reasonable detail its computations of, and compliance with the ratios referred to in 21.1 (Yield
    on Debt), Clause 21.2 (Debt Service Cover Ratio) and Clause 21.3 (Loan to Value).


 


	 	20.2.2	Each
    Compliance Certificate shall be signed by two directors of the Borrower.


 


	20.3	Requirements
    as to financial statements


 


	 	20.3.1	Each
    set of financial statements delivered by the Borrower pursuant to Clause 20.1 (Financial statements) shall be
    certified by a director of the relevant company as fairly representing its financial condition and operations as at the end
    of and for the period in relation to which those financial statements were drawn up and, in the case of audited financial
    statements, shall be accompanied by a letter addressed to the management of the relevant Obligor by its auditors and accompanying
    those financial statements;


 


	 	20.3.2	The
    Borrower shall procure that each set of financial statements delivered pursuant to Clause 20.1 (Financial statements)
    shall be audited by the Auditors and is prepared using Applicable Accounting Principles or other standards and legislative
    provisions applicable thereto.


 


	 	20.3.3	The
    Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.1 (Financial
    statements) is prepared using accounting practices and financial reference periods consistent with those applied in the
    preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements,
    it notifies the Agent that there has been a change in Applicable Accounting Principles, the accounting practices or reference
    periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:


 


	 	(a)	a
    description of any change necessary for those financial statements to reflect the Applicable Accounting Principles, accounting
    practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and


 


	 	(b)	sufficient
    information, in form and substance as may be reasonably required by the Agent, to enable it to make an accurate comparison
    between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.


 


Any
reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted
to reflect the basis upon which the Original Financial Statements were prepared.


 


	20.4	Year-end


 


No
Obligor may change its Financial Year end unless required by applicable law in the Relevant Jurisdiction or otherwise with the
prior consent of the Agent (such consent not to be unreasonably withheld or delayed).


 






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	20.5	Information:
    miscellaneous


 


The
Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):


 


	 	20.5.1	at
    the same time as they are dispatched, copies of all documents dispatched by any of the Borrower, BEAH or Romextur to its shareholders
    generally (or any class of them) or its creditors generally (or any class of them);


 


	 	20.5.2	promptly
    upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened
    or pending against:


 


	 	(a)	any
    Major Project Party (other than the Guarantor), and which might, if adversely determined, have a Material Adverse Effect or
    which would involve a liability, or a potential or alleged liability, exceeding €200,000 (or its equivalent in other
    currencies); and


 


	 	(b)	the
    Guarantor, and which might, if adversely determined, have a Material Adverse Effect or which would involve a liability, or
    a potential or alleged liability, exceeding €500,000 (or its equivalent in other currencies);


 


	 	20.5.3	promptly
    upon becoming aware of them, details of any Force Majeure Event;


 


	 	20.5.4	promptly
    upon becoming aware of them, details of any interruption of the operation of the Project Facilities for a duration exceeding
    three days;


 


	 	20.5.5	promptly
    upon becoming aware of them, details of any damage or destruction of any assets comprised in the Project Facilities where
    the cost of repair or reinstatement is likely to exceed €200,000 or could have a Material Adverse Effect;


 


	 	20.5.6	promptly
    upon becoming aware of them, details of any Insurance Proceeds or Compensation received in excess of €200,000 or where
    the amount received when aggregated with all other Insurance Proceeds and Compensation received during the immediately preceding
    six month period exceeds €200,000;


 


	 	20.5.7	promptly
    upon becoming aware of them, details of any defects in the Project Facilities which have a Material Adverse Effect or where
    the costs for rectifying such defect exceeds €200,000;


 


	 	20.5.8	promptly
    upon becoming aware of them, details of any dispute under or in connection with any Project Document where, an adverse determination
    would be reasonably likely to have a Material Adverse Effect or where the subject matter of such dispute exceeds €200,000;


 


	 	20.5.9	promptly
    upon becoming aware of them, details of any event or circumstance other than those referred to above which could reasonably
    be expected to materially affect the implementation of the Project in accordance with the Transaction Documents;


 


	 	20.5.10	a
    copy of any notice of termination or default, demand or other material notice served under any Project Document;


 


	 	20.5.11	a
    copy of any document relating to any material amendment or proposed material amendment to any Project Document;


 


	 	20.5.12	on
    each anniversary of the date of this Agreement, original Land Book excerpts with respect to each Project Facility evidencing
    the Borrower and/or Romextur as the sole owners of the relevant Project Facility, free from all Security, other than Permitted
    Security; and


 


	 	20.5.13	promptly
    on request, such further information regarding the financial condition, business, operations and assets of any Obligor as
    the Agent may reasonably request.


 






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	20.6	Notification
    of default


 


	 	20.6.1	Each
    Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware
    of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).


 


	 	20.6.2	Promptly
    upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior
    officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and
    the steps, if any, being taken to remedy it).


 


	20.7	Environmental
    Claims


 


Each
Obligor shall, promptly upon becoming aware of the same, inform the Agent in writing of:


 


	 	20.7.1	any
    Environmental Claim against any Obligor which is current, pending or threatened; and


 


	 	20.7.2	any
    facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against
    any Obligor,


 


where
the claim, if determined against the Obligor, has or is reasonably likely to have a Material Adverse Effect.


 


	20.8	Reports


 


	 	20.8.1	The
    Borrower shall provide to the Agent in sufficient copies for all the Lenders, a report (the “Report”) in
    the form prescribed by the Uniform System of Accounts for the Lodging Industry, in the then latest edition (the Uniform
    System) (or in such other form as the Agent may reasonably request) with respect to each Quarter Period ending after the
    date of this Agreement within 20 Business Days of the end of the relevant Quarter Period, containing the information on hotel
    performance relating to total average room rate, occupancy, total operating revenues, Gross Revenues, Net Operational Profit
    and EBITDA (each term as defined by the Uniform System).


 


	 	20.8.2	The
    Borrower shall provide the Agent with Valuations in accordance with Clause 16.4 (Valuations).


 


	20.9	Budget
    updates and Forecast


 


	 	20.9.1	Subject
    to the provisions of the Management Agreement, the Borrower shall provide to the Agent in sufficient copies for all the Lenders,
    on or before 31 January following the end of each Financial Year, with an updated Budget.


 


	 	20.9.2	The
    Borrower shall:


 


	 	(a)	provide
    to the Agent in sufficient copies for all the Lenders, on or before 31 January of each calendar year, a Forecast relating
    to the Project Facilities for the five year period starting on the 1 January of that calendar year; and


 


	 	(b)	ensure
    that each such Forecast is in a form set out in Schedule 10 (Form of Forecast) or such other form reasonably acceptable
    to the Agent and in particular:


 


	 	(i)	is
    itemised monthly for the ongoing Financial Year;


 


	 	(ii)	contains
    forecasts of turnover, cost of sales, trading profit and loss, working capital requirements, repair and maintenance costs,
    anticipated Capital Expenditure and FF&E, for the operation of the Project Facilities;


 



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	 	(iii)	contains
    Projected Debt Service Cover Ratio and Projected Yield on Debt calculations for the Projected Calculation Period beginning
    on 31 December of the previous calendar year;


 


	 	(iv)	is
    prepared substantially in accordance with the Applicable Accounting Principles; and


 


	 	(v)	has
    been approved by the board of directors of the Guarantor or other senior officer of the Borrower or the Guarantor.


 


	20.10	FF&E
    Investments and Capital Expenditure


 


	 	20.10.1	The
    aggregate amount of the FF&E costs and expenses projected to be incurred or paid during any Financial Year, and included
    in the Budget delivered in accordance with Clause 20.9.1 above shall not at any time exceed 5% of the Total Revenues of the
    Hotel (as defined in the Management Agreement) forecasted for that Financial Year, unless otherwise approved by the Agent
    in writing.


 


	 	20.10.2	The
    Borrower shall not at any time incur or pay:


 


	 	(a)	any
    FF&E cost and expense; or


 


	 	(b)	any
    Capital Expenditure,


 


unless:


 


	 	(i)	such
    cost or expenditure is either:


 


	 	(aa)	included
    in the most recent Budget delivered in accordance with Clause 20.9.1 above; or


 


	 	(bb)	if
    not included in that most recent Budget, such cost or expenditure does not cause the aggregate amount of Capital Expenditure
    or, as the case may be, FF&E included in such Budget to be exceeded by more than 10%; or


 


	 	(ii)	the
    Agent has given its prior written consent to such cost or expenditure.


 


	 	20.10.3	Any
    amount of Capital Expenditure, or FF&E cost or expense which:


 


	 	(a)	is
    included in a Budget delivered in accordance with Clause 20.9.1 above; and


 


	 	(b)	has
    not been incurred and paid at the end of the Financial Year to which such Budget applies,


 


shall:


 


	 	(i)	be
    deducted from the 75% of the Excess Cash (if any) attributable to that Financial Year, prior to any Distribution being made
    in accordance with Clause 22.17 (Distributions); and


 


	 	(ii)	remain
    on reserve in the Borrower’s Accounts, unless and until the Agent confirms in writing that such amounts may be released
    to the Borrower.


 


	 	20.10.4	If
    the balance standing to the credit of the FF&E Reserve Account on the last day of any Financial Year is less than the
    amount of FF&E costs and expense projected to be incurred during the next Financial Year, as set out in the Budget for
    that next Financial Year delivered in accordance with Clause 20.9.1 above, the positive difference between:


 


	 	(a)	the
    amount of FF&E costs and expense included in that Budget; and


 






    74


     


    

 


	 	(b)	the
    balance standing to the credit of the FF& Reserve Account,


 


shall
be:


 


	 	(i)	deducted
    from the 75% of the Excess Cash (if any) attributable to that Financial year, prior to any Distribution being made in accordance
    with Clause 22.17 (Distributions); and


 


	 	(ii)	shall
    remain on reserve in the Borrower’s Accounts, unless and until the Agent confirms in writing that such amounts may be
    released to the Borrower.


 


	20.11	“Know
    your customer” checks


 


	 	20.11.1	If:


 


	 	(a)	the
    introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after
    the date of this Agreement;


 


	 	(b)	any
    change in the status of an Obligor or the composition of the shareholders of a Obligor after the date of this Agreement; or


 


	 	(c)	a
    proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not
    a Lender prior to such assignment or transfer,


 


obliges
the Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with „know your customer”
or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor
shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the
event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the
case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied with the results
of all necessary “know your customer” or other checks in relation to any relevant person pursuant to the transactions
contemplated in the Finance Documents.


 


	 	20.11.2	Each
    Lender and each prospective New Lender shall promptly upon the request of the Agent supply, or procure the supply of, such
    documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out
    and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable
    laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 


	21.	Financial
    covenants


 


The
undertakings in this Clause 21 remain in force from the date of this Agreement until the expiry of the Security Period.


 


	21.1	Yield
    on Debt


 


The
Borrower shall ensure that the Actual Yield on Debt and the Projected Yield on Debt at any time, is no less than:


 


	 	21.1.1	during
    the Financial Year ending on 31 December 2016, 10% per annum;


 


	 	21.1.2	during
    the Financial Year ending on 31 December 2017, 11.5% per annum;


 






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	 	21.1.3	during
    the Financial Year ending 31 December 2018, 13% per annum;


 


	 	21.1.4	during
    the Financial Year ending 31 December 2019, 14% per annum; and


 


	 	21.1.5	thereafter,
    15% per annum.


 


	21.2	Debt
    Service Cover Ratio


 


The
Borrower shall ensure that the Actual Debt Service Cover Ratio and the Projected Debt Service Coverage ratio at any time, is no
less than:


 


	 	21.2.1	during
    the Financial Year ending 31 December 2016, 120%; and


 


	 	21.2.2	thereafter,
    125%.


 


	21.3	Loan
    to Value


 


The
Borrower shall ensure that Loan to Value Ratio does not exceed, at any time, 65 per cent.


 


	21.4	Testing
    the Ratios


 


	 	21.4.1	The
    Actual Yield on Debt ratio shall be tested as at each relevant Calculation Date for the Calculation Period, by reference to
    the:


 


	 	(a)	the
    Compliance Certificate delivered by the Borrower in accordance with paragraph (b) of Clause20.2.1;


 


	 	(b)	the
    most recent Report delivered in accordance with Clause 20.8 (Reports); and


 


	 	(c)	its
    most recent yearly audited financial statements delivered by the Borrower in accordance with Clause 20.1.1(a).


 


	 	21.4.2	The
    Projected Yield on Debt ratio shall be tested as at each relevant Calculation Date for the Projected Calculation Period:


 


	 	(a)	by
    reference to the Compliance Certificate delivered by the Borrower in accordance with paragraph (b) of Clause20.2.1;


 


	 	(b)	on
    the basis of the most recent Forecast delivered under Clause 20.9.2; and


 


		(c)	any
    other information reasonably required by the Agent for purposes of completing the calculation of the Projected Yield on Debt
    ratio.


 


	 	21.4.3	The
    Actual Debt Service Cover Ratio shall be tested as at each relevant Calculation Date for the Calculation Period by reference
    to:


 


	 	(a)	the
    Compliance Certificate delivered by the Borrower in accordance with paragraph (c) of Clause 20.2.1;


 


	 	(b)	the
    most recent Report delivered in accordance with Clause 20.8 (Reports); and


 


	 	(c)	its
    most recent financial information delivered by the Borrower in accordance with Clause 20.1 (Financial Statements).


 


	 	21.4.4	The
    Projected Debt Service Cover Ratio shall be tested as at each relevant Calculation Date for the Projected Calculation Period:


 


	 	(a)	by
    reference to the Compliance Certificate delivered by the Borrower in accordance with paragraph (c) of Clause 20.2.1;


 


	 	(b)	on
    the basis of the most recent Forecast delivered under Clause 20.9.2; and


 


	 	(c)	any
    other information reasonably required by the Agent for purposes of completing the calculation of the Projected Debt Service
    Cover Ratio.




 



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	 	21.4.5	The
    Loan to Value Ratio shall be tested as at each relevant Calculation Date for the Calculation Period by reference to the most
    recent Valuation obtained under Clause 16.4 (Valuations)


 


	 	21.4.6	If:


 


	 	(a)	the
    Borrower does not provide a Compliance Certificate; or


 


	 	(b)	the
    Agent disagrees with the calculation provided,


 


then
the Agent may calculate each of the referred to in this Clause 21 (Financial covenants) and (in the absence of manifest
error, gross negligence or wilful misconduct of the Agent) that calculation shall prevail over any calculation by the Borrower.


 


	21.5	Cure
    Rights


 


	 	21.5.1	Subject
    to Clause 21.5.3below, if the Agent notifies the Borrower, or an Obligor becomes aware, that there is a breach of any of Clause
    21.1 (Yield on Debt), Clause 21.2 (Debt Service Cover Ratio) or Clause 21.3 (Loan to Value), the Borrower
    shall, on the next Interest Payment Date immediately following the date on which it is notified or otherwise becomes aware
    of the breach, prepay the Loans in accordance with Clause 7.6 (Mandatory Prepayment – breach of financial covenants)
    in an amount calculated by the Agent to ensure compliance with Clause 21.1 (Yield on Debt), Clause 21.2 (Debt
    Service Cover Ratio) or Clause 21.3 (Loan to Value) (as applicable) as from the start of the relevant calculation
    period.


 


	 	21.5.2	Each
    of the BEAH and the Guarantor undertakes with each Finance Party that whenever the Borrower is required to make a prepayment
    under Clause 21.5.1 above and Clause 7.6 (Mandatory Prepayment – breach of financial covenants) it will make
    available to the Borrower sufficient funds (by way of equity contribution or intra-group loans subordinated to the discharge
    of all amounts owing to the Finance Parties under the Finance Documents, on the terms of the Subordination Agreement) to ensure
    that the Borrower makes such prepayment.


 


	 	21.5.3	If
    the Borrower is permitted to make and makes a prepayment in accordance with Clause 21.5.1 above, it will not be regarded as
    being in breach of Clause 21.1 (Yield on Debt), Clause 21.2 (Debt Service Cover Ratio) or Clause 21.3 (Loan
    to Value) (as applicable), without prejudice to any subsequent breach of any of those Clauses.


 


	22.	General
    undertakings


 


The
undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Commitment is in force.


 


	22.1	Compliance
    with laws


 


Each
Obligor shall comply in all respects with all laws to which it is subject and regulations applicable to it, where, in respect
of the Guarantor only, failure to comply with such laws or regulations has or is reasonably likely to have a Material Adverse
Effect.


 


	22.2	Environmental
    matters


 


Each
Obligor shall:


 


	 	22.2.1	only
    to the extent required by applicable law, implement procedures to monitor compliance with and to prevent liability under any
    Environmental Law;


 






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		22.2.2	if required by applicable
                                         law, ensure that all Dangerous Materials treated, kept and stored, produced, manufactured,
                                         generated, refined or used from, in, upon or under any of the property owned or occupied
                                         by it are held and kept in the manner and to the standards of a prudent company carrying
                                         on the same business as it,



 


where, in respect of the Guarantor
only, its failure to do so has or is reasonably likely to have a Material Adverse Effect.


 


		22.3	Taxation



 


		22.3.1	Each Obligor shall file its
                                         Tax returns within the period required by law and shall pay and discharge all Taxes imposed
                                         upon it or its assets within the time period allowed without incurring penalties unless
                                         and only to the extent that:



 


		(a)	such payment is being contested
                                         in good faith;



 


		(b)	adequate reserves are being
                                         maintained for those Taxes and the costs required to contest them which have been disclosed
                                         in its latest financial statements delivered to the Agent under Clause 20.1 (Financial
                                         statements); and



 


		(c)	such payment can be lawfully
                                         withheld.



 


		22.3.2	No Obligor may change its
                                         residence for Tax purposes without the prior written consent of Lender.



 


		22.3.3	No Obligor (other than the
                                         Guarantor) shall, without the prior written consent of the Agent (acting reasonably),
                                         exercise any option, election or transfer the right to recover any VAT nor exercise any
                                         option or right to elect or discretion which may now or at any time be available to them
                                         to levy VAT on any supplies made by it.



 


		22.4	Merger



 


No Obligor shall enter into any
amalgamation, demerger, merger, consolidation or corporate reconstruction, save for the Guarantor which shall not do so if such
amalgamation, demerger, merger, consolidation or corporate reconstruction has or would be reasonably likely to have a Material
Adverse Effect.


 


		22.5	No other business



 


		22.5.1	Save for the Guarantor and
                                         BEAH, no Obligor shall carry on, or have any interest in, any business or activity other
                                         than the implementation of the Project.



 


		22.5.2	BEAH shall not carry on,
                                         or have any interest in, any business or activity other than in connection with the holding
                                         of shares in the Borrower or the provision of services for the Project through BEA Hotels
                                         Eastern Europe (Romania) S.R.L.



 


		22.6	Acquisitions



 


Except as expressly permitted
by the Finance Documents, no Obligor shall acquire any shares or securities, save for:


 


		22.6.1	the acquisition by BEAH of
                                         additional shares in the Borrower, provided that promptly upon such acquisition BEAH
                                         shall grant first ranking Security over such new shares in favour of the Security Agent
                                         and the other Finance Parties on the terms of the Shares Security Agreement (Borrower);
                                         and



 


		22.6.2	the acquisition of shares
                                         and security by the Guarantor, unless such acquisition has or would be reasonably likely
                                         to have a Material Adverse Effect.



 






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		22.7	No Partnership



 


No Obligor shall enter into any
joint venture, partnership or other business association (in Romanian „asociere in participatiune”), save for
the Guarantor which may not do so if such action has or would be reasonably likely to have a Material Adverse Effect.


 


		22.8	Negative
                                         pledge



 


Except as permitted below or as
expressly approved by the Agent in writing:


 


		22.8.1	neither
                                         the Borrower nor Romextur shall create or permit to subsist any Security over any of
                                         its assets other than Permitted Security; and



 


		22.8.2	other than pursuant to or
                                         as contemplated by the Finance Documents, the Borrower may not:



 


		(a)	sell, transfer or otherwise
                                         dispose of any of its assets on terms where it is or may be leased to or re-acquired
                                         or acquired by it or any of its Affiliates;



 


		(b)	sell, transfer or otherwise
                                         dispose of any of its receivables on recourse terms;



 


		(c)	enter into any arrangement
                                         under which money or the benefit of a bank or other account may be applied, set-off or
                                         made subject to a combination of accounts; or



 


		(d)	enter into any other preferential
                                         arrangement having a similar effect,



 


in circumstances
where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the
acquisition of an asset.


 


		22.9	Change
                                         of Control



 


		22.9.1	Neither BEAH nor the Guarantor
                                         (as sponsor) shall transfer or dispose of any of the shares they directly or indirectly
                                         own in the Borrower other than as permitted under Clause 7.4 (Change of control).



 


		22.9.2	Neither the Borrower, BEAH
                                         nor the Guarantor (as sponsor) shall transfer any of the shares they directly or indirectly
                                         own in Romextur other than as permitted under Clause 7.4 (Change of control).



 


		22.10	Disposals



 


		22.10.1	Neither
                                         the Borrower, BEAH nor Romextur shall enter into a single transaction or a series of
                                         transactions (whether related or not) and whether voluntary or involuntary to sell, lease,
                                         transfer or otherwise dispose of any asset.



 


		22.10.2	Clause 22.10.1
                                         above does not apply to any sale, lease, transfer or other disposal:



 


		(a)	under or pursuant to a Lease
                                         Agreement entered into in accordance with the terms of this Agreement;



 


		(b)	of obsolete or surplus assets
                                         no longer required for the purpose of the Project;



 


		(c)	on arm’s length terms
                                         of assets in exchange for replacement assets of similar or improved quality, suitable
                                         for the Project;



 


		(d)	in the ordinary course of day-to-day
                                         trading, which does not exceed in the aggregate €250,000 in any Financial Year;
                                         or



 


		(e)	made with the prior written
                                         consent of the Agent, not to be unreasonably withheld or delayed if the Disposal Proceeds
                                         are applied (or are to be applied) in prepayment of the Loans in accordance with Clause
                                         7.5 (Mandatory prepayment – disposals).



 






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		22.11	Project Implementation



 


Each of the Borrower, BEAH and
Romextur shall ensure that the Project is implemented in accordance with:


 


		22.11.1	the Transaction Documents;



 


		22.11.2	Good Industry Practice;



 


		22.11.3	applicable laws; and



 


		22.11.4	the specifications, warranty
                                         conditions, maintenance schedules and guidelines relating to any equipment forming part
                                         of the Project Facilities.



 


		22.12	Project Documents



 


		22.12.1	The Borrower shall:



 


		(a)	take all appropriate action
                                         to protect and maintain its rights under the Project Documents;



 


		(b)	exercise and enforce its rights
                                         against the other parties to the Project Documents so as to procure the due performance
                                         of their obligations under the Project Documents;



 


		22.12.2	The Borrower shall not:



 


		(a)	amend or waive all or any part
                                         of a Project Document except:



 


		(i)	where the amendment is not in
                                         any respect material;



 


		(ii)	for correction of manifest
                                         errors;



 


		(iii)	to the extent necessary to
                                         comply with applicable law; or



 


		(iv)	with the prior written consent
                                         of the Agent (not to be unreasonably withheld or delayed);



 


		(b)	assign, transfer, novate, dispose
                                         of or sub-contract all or any part of a Project Document or Authorisation;



 


		(c)	terminate or replace any Project
                                         Document (except as contemplated by Clause 23.18 (Cure Rights));



 


		(d)	settle any claim with respect
                                         to any Project Document if the value of the claim exceeds in the aggregate €100,000.



 


		22.12.3	If the Borrower’s
                                         consent is required to any transfer by any person of that person’s obligations
                                         under a Project Document, it shall promptly notify the Agent of any request for such
                                         consent and give or withhold such consent in accordance with the directions of the Agent.



 


		22.13	Contracts



 


		22.13.1	Neither the Borrower, BEAH
                                         nor Romextur shall enter into any transaction with any person except on arm’s length
                                         terms and for full market value.



 


		22.13.2	The Borrower shall not enter
                                         into any transaction with any Affiliate of an Obligor except on arm’s length terms
                                         and for market value, and with the prior written consent of the Agent (such consent not
                                         to be unreasonably withheld so long as no Default has occurred and is continuing).



 


		22.13.3	No Obligor shall enter into
                                         any transaction with another Obligor except on arm’s length terms and for market
                                         value, save for where the prior written consent of the Agent is obtained (such consent
                                         not to be unreasonably withheld or delayed).



 






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		22.14	Loans
                                         or credit



 


The
Borrower shall not be a creditor in respect of any Financial Indebtedness, other than Financial Indebtedness arising under:


 


		22.14.1	the BUTU Framework Loan
                                         Agreement; and



 


		22.14.2	any
                                         loan or credit made to Romextur, which does not exceed an annual aggregate amount of
                                         EUR 50,000.



 


		22.15	No
                                         Guarantees or indemnities



 


		22.15.1	No Obligor (other than the
                                         Guarantor) shall incur or allow to remain outstanding any guarantee by it in respect
                                         of any obligation of any person, other than under the Transaction Documents.



 


		22.15.2	The Guarantor shall not
                                         incur or allow to remain outstanding any guarantee by it in respect of the obligations
                                         of any other person, other than under the Transaction Documents, or otherwise only if
                                         incurring or allowing such guarantee to remain outstanding has no Material Adverse Effect.



 


		22.16	Financial
                                         Indebtedness



 


		22.16.1	Except
                                         as permitted under Clause 22.16.2 below or with the prior written consent of the
                                         Agent, neither the Borrower nor Romextur shall incur or allow to remain outstanding any
                                         Financial Indebtedness.



 


		22.16.2	Clause 22.16.1
                                         above does not apply to Financial Indebtedness which arises under:



 


		(a)	the Finance Documents; or



 


		(b)	the Management Agreement or
                                         the Manager’s Side Letter; or



 


		(c)	any other Transaction Document
                                         (other than a Finance Document) and which:



 


		(i)	does not exceed in the aggregate
                                         an amount of EUR 2,000,000 (or its equivalent in any other currencies); and



 


		(ii)	is subordinated to amounts
                                         owing to the Finance Parties on the terms of the Subordination Agreement.



 


		22.17	Distributions



 


		22.17.1	Except
                                         as permitted under Clauses 22.17.2 below, or otherwise with the prior written consent
                                         of the Agent, the Borrower and Romextur shall make no Distribution.



 


		22.17.2	Beginning
                                         on 30 June 2016, and thereafter during each Financial Year, the Borrower may employ 75%
                                         of the Excess Cash (if any) attributable to the preceding Financial Year (less any amount
                                         required to be kept on reserve in accordance with Clause 20.10.2 and Clause 20.10.3)
                                         to make a Distribution (including, for the avoidance of doubt a payment under the Guarantee
                                         Fee Agreement, the Consultancy Agreement or the BUTU Framework Loan Agreement), provided
                                         that it gives the Agent written notice, no less than 10 Business Days prior to such Distribution
                                         including the most recent relevant Compliance Certificate and evidence satisfactory to
                                         the Agent that each of the following conditions has been met:



 


		(a)	such Distribution is made from
                                         75% of the Excess Cash attributable to the Financial Year preceding the date of such
                                         Distribution;



 


		(b)	the Borrower has already applied
                                         25% of such Excess Cash in prepayment of the Loans in accordance with Clause 7.7.2 (Excess
                                         Cash);



 






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		(c)	the Loan to Value Ratio calculated
                                         by reference to the most recent Valuation is equal to, or lower than 60%;



 


		(d)	the Actual Debt Service Cover
                                         Ratio and Projected Debt Service Cover Ratio (calculated as if such Distribution had
                                         been made) is equal to, or above 130%;



 


		(e)	the Borrower is otherwise in
                                         compliance with the covenants set out in Clause 21 (Financial covenants) and is
                                         expected to comply at all times during the Projected Calculation Period following the
                                         date of the proposed Distribution;



 


		(f)	making such payment does not,
                                         and is not reasonably likely to, adversely affect the ability of the Borrower to comply
                                         with its payment obligations under the Finance Documents during the 12 month period following
                                         the date of payment of such Distribution;



 


		(g)	in
                                         the case of any payment under the Consultancy Agreement, the Agent has received the PricewaterhouseCoopers
                                         transfer pricing analysis (as required under Clause 1 of Schedule 3 (Conditions Subsequent)
                                         of the Fifth Amendment Agreement
                                         reflecting that the amount of the annual fee payable
                                         to the Guarantor under the Consultancy Agreement complies with the arms’ length
                                         principles; and



 


		(h)	no other Default has occurred
                                         and is continuing.



 


		22.17.3	Romextur
                                         may make Distributions to the Borrower if it gives the Agent prior written notice, no
                                         less than 10 Business Days prior to such Distribution.



 


		22.18	Share capital



 


Save for the Guarantor, no Obligor
shall issue any shares.


 


		22.19	Insurance



 


		22.19.1	The Borrower shall procure
                                         and maintain the Title Insurance Policy and all the other Insurances described in Schedule
                                         8 (Insurance) subject to the provisions of this Clause 22.19.



 


		22.19.2	The Borrower shall effect
                                         or procure to be effected at its own expense, and for amounts, in a form and with an
                                         insurance company or underwriters acceptable to the
                                         Agent at all times:



 


		(a)	insurance of the Project Facilities
                                         and the plant and machinery on it (including fixtures and improvements) on a full reinstatement
                                         basis (subject to any usual excess for the Project Facilities), including cover for:



 


		(i)	loss or damage by fire, storm,
                                         tempest, flood, earthquake, lightning, explosion, impact, aircraft and other aerial devices
                                         and articles dropped from them, riot, civil commotion and malicious damage, bursting
                                         or overflowing of water tanks, apparatus or pipes and all other normally insurable risks
                                         of loss or damage for a property of the type of the Project Facilities;



 


		(ii)	subsidence;



 


		(iii)	costs of demolition and site
                                         clearance;



 


		(iv)	professional fees;



 


		(v)	VAT, where applicable; and



 


		(vi)	not less than three years’
                                         loss of rent on all occupational tenancies of the Project Facilities;



 






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		(b)	third party and public liability
                                         insurances;



 


		(c)	terrorism insurance; and



 


		(d)	all insurances that a prudent
                                         company in the same business as the Borrower would effect in the form and to the extent
                                         specified in Schedule 8 (Insurance).



 


		22.19.3	The Borrower shall ensure
                                         that the Security Agent is named as first loss payee on all Insurance policies (other
                                         than public liability and third party liability insurances) but that it is not liable
                                         to pay any premium.



 


		22.19.4	The
                                         Borrower shall ensure that the Insurances comply with the following requirements:



 


		(a)	each Insurance policy contains:



 


		(i)	a standard mortgagee clause
                                         under which the insurance will not be vitiated or avoided as against the Secured Parties
                                         as a result of any misrepresentation, any insured party’s act, omission or failure
                                         to disclose or any circumstance beyond an insured party’s control; and



 


		(ii)	a waiver of all rights of subrogation
                                         against the Borrower, the Secured Parties and the tenants of the Project Facilities.



 


		(b)	the
                                         insurers must give at least 30 days’ notice to the Security Agent if any insurer
                                         proposes to repudiate, rescind or cancel any Insurance, to treat it as avoided in whole
                                         or in part, to treat it as expired due to non-payment of premium or otherwise decline
                                         any valid claim under it by or on behalf of any insured party and must give the opportunity
                                         to rectify any such non-payment of premium within the notice period; and



 


		(c)	the
                                         Borrower is able to assign all amounts payable to it under each of its Insurances and
                                         all its rights in connection with those amounts in favour of the Security Agent.



 


		22.19.5	The Borrower shall:



 


		(a)	confirm to the Agent once in
                                         every period of one year on or by 30 April of each calendar year compliance with each
                                         of the requirements set out in this Clause 22.19 (Insurance); and



 


		(b)	use its best endeavours to
                                         ensure that the Agent receives all copies of Insurance policies and information in connection
                                         with the insurances that it reasonably requires.



 


		22.19.6	The Borrower shall promptly
                                         notify the Agent of any:



 


		(a)	renewal, variation or cancellation
                                         of any Insurance policy made or, to the knowledge of the Borrower, threatened or pending;
                                         and



 


		(b)	circumstance which would give
                                         rise to a claim under any Insurance policy.



 


		22.19.7	The Borrower shall not do
                                         or permit anything to be done which may make any Insurance policy void or voidable.



 


		22.19.8	The Borrower shall ensure
                                         that;



 


		(a)	all premiums for all Insurance
                                         policies are paid promptly and in any event before the start of the respective insurance
                                         periods for which they are payable or, provided that the relevant Insurance policies
                                         remain in force at all times as confirmed in writing to the Agent by the Borrower’s
                                         insurance broker, such premiums may be paid in accordance with the terms of the relevant
                                         Insurance Policies; and



 






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		(b)	everything else necessary is
                                         done to keep all Insurance Policies in force.



 


		22.19.9	If the Borrower fails to
                                         comply with any of its obligations under this Clause, the Agent may, at the Borrower’s
                                         expense, effect any insurance and do anything else which the Agent reasonably considers
                                         necessary or desirable to prevent or remedy any breach of this Clause.



 


		22.20	Insurance Proceeds and Compensation
                                         



 


Each of the
Borrower and Romextur shall ensure that:


 


		22.20.1	the
                                         Insurance Proceeds of any third party liability insurance are paid to the relevant third
                                         party in relation to whom the relevant liability arose;



 


		22.20.2	the
                                         Insurance Proceeds of any loss of rent insurance will be treated as Gross Revenues and
                                         applied in such manner as the Agent reasonably requires to have effect as if it were
                                         Gross Revenues received over the period of the loss of rent; and



 


		22.20.3	the
                                         aggregate Insurance Proceeds or Compensation paid or payable to the Borrower for any
                                         damage or destruction of any Project Facility :



 


		(a)	to the extent such Insurance
                                         Proceeds or Compensation do not exceed €500,000, the Borrower or Romextur shall
                                         use such Insurance Proceeds or Compensation for reinstatement of the Project Facilities,
                                         but if not so used, it shall apply all such Insurance Proceeds or Compensation in prepayment
                                         of the Loans; and



 


		(b)	if
                                         such Insurance Proceeds or Compensation exceed €500,000 and unless otherwise agreed
                                         by Lenders (acting reasonably), the Borrower shall, and Romextur shall make all such
                                         amounts available, with a view for the Borrower to, apply all such Insurance Proceeds
                                         or Compensation in prepayment of the Loans,



 


and
until so used or applied, all Insurance Proceeds or Compensation shall be paid , and held into, the relevant Collection Account.


 


		22.21	Access,
                                         inspection and co-operation



 


		22.21.1	Each of the Borrower, Romextur
                                         and BEAH shall permit the Agent and its professional advisers and nominees access:



 


		(a)	if a Default has occurred and
                                         is continuing, at all reasonable times during normal business hours; and



 


		(b)	in all other instances, at
                                         least once in each Financial Year and each Party acting reasonably, at other pre-agreed
                                         times,



 


in each case, on reasonable notice,
at the risk and cost of the Borrower, Romextur or BEAH, as applicable, to (i) the premises from which its business is conducted
(including the Project Facilities), (ii) its other assets, books, accounts and records (iii) take copies of its books, accounts
and records (at the cost of the Borrower, Romextur or BEAH, as applicable) and (iv) meet and discuss matters with senior management.


 


		22.21.2	The Borrower shall allow
                                         the Agent and its professional advisers and nominees to attend, observe and participate
                                         in all material meetings concerning the Project Facilities. The Borrower shall ensure
                                         that the Agent is given:



 


		(a)	reasonable prior notice of
                                         each meeting (and its agenda);



 


		(b)	promptly, the minutes of each
                                         such meeting.



 






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		22.21.3	The Obligors shall ensure
                                         that all reasonable co-operation is given by it and the Manager to the Agent and its
                                         professional advisers and nominees in the performance of their duties in relation to
                                         the Project.



 


		22.21.4	The rights granted by this
                                         Clause 22.21 shall be exercised so as to minimise, so far as is reasonably practicable,
                                         any disruption to the Project and in compliance with any applicable safety and security
                                         procedures.



 


		22.22	Property rights



 


		22.22.1	The
                                         Borrower shall ensure that it has available, at all times, all assets and rights necessary
                                         from time to time for the Project including:



 


		(a)	access to the Project Facilities
                                         and all relevant rights of possession and occupation, wayleaves and other related rights;



 


		(b)	all rights with respect to
                                         Intellectual Property necessary for the Project.



 


		22.22.2	The Borrower shall ensure
                                         that the assets and rights referred to in Clause 22.22.1 above are not subject to
                                         any leases, restrictions, wayleaves or other rights which may prevent, hinder or delay
                                         the implementation of the Project in accordance with the Transaction Documents.



 


		22.22.3	The Borrower shall do all
                                         that is required to safeguard and maintain the assets and rights referred to in Clause 22.22.1
                                         above, including complying with all relevant contractual provisions and making all registrations
                                         which are necessary for that purpose.



 


		22.22.4	The Borrower shall ensure
                                         that the implementation of the Project will not result in the infringement of the rights
                                         of any person with regard to the Project Facilities, Intellectual Property or any other
                                         asset being used for the Project.



 


		22.23	Group bank accounts



 


		22.23.1	Subject to Clause 18 (Bank
                                         accounts), the Borrower shall ensure all bank accounts of the Borrower and Romextur,
                                         other than the Accounts opened with third party banks as at the date of this Agreement,
                                         are at all times opened and maintained with an Account Bank and are subject to valid
                                         Security under the Transaction Security Documents.



 


		22.23.2	The Borrower shall within
                                         10 days of the date of this Agreement close all bank accounts not necessary for
                                         the purposes of the Project.



 


		22.24	Transmission
                                         banking business



 


The Borrower shall ensure that
all transmission banking business of the Borrower shall be transferred to an Account Bank within 10 days of the date of this
Agreement and be maintained with an Account Bank throughout the duration of this Agreement.


 


		22.25	Hedging



 


		22.25.1	Neither the Borrower nor
                                         Romextur shall enter into any Treasury Transaction, other than a Hedging Agreement made
                                         pursuant to this Clause or pursuant to the Original Facilities Agreement.



 


		22.25.2	Within
                                         two months of the signing date of the Fifth Amendment Agreement, and in any event not
                                         later than 30 June 2016, the Borrower shall enter into and shall thereafter maintain
                                         Hedging Agreements in accordance with this Clause 22.25.



 






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		22.25.3	The
                                         aggregate notional amount of the transactions in respect of the Hedging Agreements at
                                         any time shall be no less than 75 per cent. of the aggregate amount of the Loans outstanding
                                         at that time.



 


		22.25.4	Each Hedging Agreement must:



 


		(a)	be with the Hedge Counterparty;



 


		(b)	be on terms and in a form and
                                         substance satisfactory to the Agent (acting reasonably);



 


		(c)	be concluded within two months
                                         of the signing date of the Fifth Amendment Agreement, with a forward start of no later
                                         than 30 June 2017;



 


		(d)	be in the form of an interest
                                         rate swap; and



 


		(e)	have a term expiring on the
                                         Final Maturity Date and settlement dates that coincide with the Interest Payment Dates.



 


		22.25.5	The rights of the Borrower
                                         under the Hedging Agreements shall be assigned to the Finance Parties or otherwise secured
                                         in favour of the Finance Parties, in a manner acceptable to the Finance Parties.



 


		22.25.6	The
                                         parties to each Hedging Agreement must comply with the terms of the Hedging Agreements
                                         and, for so long as one or more of the Original Lenders (as at the date of this Agreement)
                                         constitute the Majority Lenders, the parties must not, without the consent of the Agent
                                         (other than as contemplated by this Clause 22.25) amend or waive the terms or agree
                                         to any assignment or transfer of all or any part of any Hedging Agreement.



 


		22.25.7	Paragraph
                                         22.25.6 above shall not apply to an amendment, supplement, extension or waiver that is
                                         administrative and mechanical in nature and does not give rise to a conflict with any
                                         provision of this Agreement.



 


		22.25.8	If, at any time, the notional
                                         amount of a Hedging Agreement exceeds 75 per cent. of the aggregate amount outstanding
                                         of the Loans at the time, the Borrower may reduce the notional amount of that Hedging
                                         Agreement so that it no longer exceeds 75 per cent. of the aggregate amount of the Loans
                                         then outstanding.



 


		22.25.9	Neither
                                         the Hedge Counterparty, nor the Borrower may terminate or close-out all or any transactions
                                         in respect of any Hedging Agreement except:



 


		(a)	if all the Loans and other
                                         amounts outstanding under the Finance Documents (other than under the relevant Hedging
                                         Agreement) have been irrevocably discharged in full or any prepayment, termination or
                                         cancellation of the Facilities in full occurs;



 


		(b)	to reduce the notional amount
                                         of that Hedging Agreement in accordance with Clause
                                         22.25.8, but only to the extent of that reduction;



 


		(c)	if
                                         an Illegality (as that term is defined in the applicable Hedging Agreement) has occurred;
                                         or



 


		(d)	otherwise with the prior written
                                         consent of the Agent, but only for so long as one or more of the Original Lenders (as
                                         at the date of this Agreement) constitute the Majority Lenders, and if one or more of
                                         the Original Lenders no longer constitute the Majority Lender, then with prior written
                                         notice to the Agent, given no later than 5 Business Days prior to such termination.



 






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		22.25.10	If
                                         the Hedge Counterparty is entitled to terminate or close out any transaction in respect
                                         of any Hedging Agreement, the Hedge Counterparty shall terminate or close out such transaction
                                         following consultation with the Security Agent.



 


		22.25.11	The
                                         Hedge Counterparty may suspend making payments under a transaction in respect of a Hedging
                                         Agreement if the Borrower is in breach of its payment obligations under any transaction
                                         in respect of that Hedging Agreement.



 


		22.25.12	The
                                         Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning
                                         by way of security by the Borrower pursuant to the relevant Security Documents of its
                                         rights under the Hedging Agreements to which it is party in favour of the Security Agent.



 


		22.25.13	Any
                                         such charging or assigning by way of security is without prejudice to, and after giving
                                         effect to, the operation of any payment, netting or close-out netting in respect of any
                                         amounts owing under any Hedging Agreement.



 


		22.25.14	No
                                         Finance Party shall be liable for the performance of any of the Borrower’s obligations
                                         under a Hedging Agreement.



 


		22.25.15	The
                                         obligations owed by the Borrower to the Hedge Counterparty under any Hedge Document may
                                         only be secured pursuant to the Transaction Security set out in Schedule 3 (Conditions
                                         Subsequent) to the Fifth Amendment Agreement, in each case ranking behind any Transaction
                                         Security granted in favour of the Security Agent and the Lenders pursuant to the relevant
                                         Transaction Security Documents.



 


		22.25.16	The Transaction Security
                                         granted by the Borrower in favour of the Hedge Counterparty may not at any time benefit
                                         from a higher registered rank than the registered rank of the Transaction Security granted
                                         by the Borrower in favour of the other Finance Parties to secure the obligations arising
                                         under the Finance Documents (other than the Hedge Documents).



 


		22.25.17	The
                                         Hedge Counterparty hereby agrees with the other Finance Parties to comply with the terms
                                         of this Agreement.



 


		22.26	Application of FATCA



 


No Obligor shall
(and the Borrower shall procure that no Obligor shall) become a FATCA FFI or a US Tax Obligor.


 


		22.27	Further
                                         assurance and Security interests



 


		22.27.1	Subject
                                         to applicable law in the Relevant Jurisdiction, each Obligor shall promptly do all such
                                         acts or execute all such documents (including assignments, transfers, mortgages, charges,
                                         notices and instructions) as the Agent or Security Agent may reasonably specify (and
                                         in such form as the Agent or Security Agent may reasonably require) in favour of the
                                         Agent or Security Agent (or its nominees):



 


		(a)	to register and/or perfect
                                         the Security created or intended to be created under or evidenced by the Transaction
                                         Security Documents;



 


		(b)	for the exercise of any rights,
                                         powers and remedies of the Security Agent or the Finance Parties provided by or pursuant
                                         to the Finance Documents or by law; and/or



 


		(c)	to facilitate following an
                                         enforcement the realisation of the assets which are, or are intended to be, the subject
                                         of the Transaction Security.



 






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		22.27.2	The Borrower shall (at its
                                         own cost, unless otherwise specifically provided in this Agreement) take all such action
                                         as is available to it (including making all filings, registrations, re-registrations
                                         and updates of registrations) as may be necessary or advisable in accordance with the
                                         then applicable market practice for the purpose of the creation, perfection, protection,
                                         maintenance or ranking of any Security conferred or intended to be conferred on the Security
                                         Agent or the Finance Parties by or pursuant to the Finance Documents.



 


		22.27.3	The Borrower shall (at its
                                         own cost) update and reaffirm the Security granted pursuant to the Finance Documents
                                         (i) whenever necessary to maintain the Security in the Relevant Jurisdiction and (ii)
                                         within fifteen (15) Business Days of the Security Agent’s request.



 


		22.28	Maintenance



 


The
Borrower shall ensure that:


 


		22.28.1	the Project Facilities,
                                         other than prime commercial areas, are, and continue to be managed by the Manager, in
                                         accordance with the Management Agreements, until no earlier than 31 December 2036;



 


		22.28.2	the Project is all times
                                         carried out and maintained in accordance with the Project Documents, the Material Authorisations
                                         and Good Industry Practice; and



 


		22.28.3	that each Project Facility
                                         and any and all buildings, plant, machinery, fixtures and fittings on the Project Facilities
                                         are in, and maintained in:



 


		(a)	good
                                         and substantial repair and condition and, as appropriate, in good working order; and



 


		(b)	such
                                         repair, condition and order as to enable them to be used or let in accordance with all
                                         applicable laws and regulations; for this purpose, a law or regulation will be regarded
                                         as applicable if it is either:



 


		(i)	in
                                         force; or



 


		(ii)	it
                                         is expected to come into force and a prudent property owner in the same business as the
                                         Borrower would ensure that its buildings, plant, machinery, fixtures and fittings were
                                         in such condition, repair and order in anticipation of that law or regulation coming
                                         into force.



 


		23.	Events
                                         of Default



 


Subject to Clause 23.18 (Cure
rights), each of the events or circumstances set out in this Clause 22.27 is an Event of Default (save for Clause 23.19
(Acceleration)).


 


		23.1	Non-payment



 


		23.1.1	Any Obligor does not pay
                                         on the due date any amount payable pursuant to a Finance Document at the place and in
                                         the currency in which it is expressed to be payable unless:



 


		(a)	its
                                         failure to pay is caused solely by:



 


		(i)	administrative or technical
                                         error which is not its fault; or



 


		(ii)	a Disruption Event; and



 


		(b)	payment is made within:



 


		(i)	in respect of an obligation
                                         of BEAH or the Guarantor (as sponsor) under the Subordination Agreement or Clause 21.5.2,
                                         five Business Days of its due date; and



 


		(ii)	in any other case, three Business
                                         Days of its due date.



 






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		23.2	Major
                                         covenants



 


		23.2.1	Any
                                         requirement of Clause 21 (Financial covenants), Clause 22.8 (Negative pledge),
                                         Clause 4 (Conditions Subsequent) of the Fifth Amendment Agreement or Clause 22.10
                                         (Disposals) is not satisfied.



 


		23.2.2	No Event of Default under
                                         Clause 23.2.1 above in respect of a failure to comply with Clause 21 (Financial covenants),
                                         if the failure to comply is remedied in accordance with Clause 21.5 (Cure Rights).



 


		23.3	Other obligations



 


		23.3.1	An
                                         Obligor does not perform or breaches any obligation under the Finance Documents (other
                                         than those referred to in Clause 23.1 (Non-payment) and Clause 23.2 (Major
                                         covenants) above).



 


		23.3.2	No Event of Default under
                                         Clause 23.3.1 will occur if the failure to perform or breach is, in the opinion
                                         of the Agent, capable of remedy and is remedied to the satisfaction of the Agent within
                                         10 Business Days, of the earlier of (a) the Agent giving notice to the relevant Obligor
                                         and (b) the relevant Obligor becoming aware of the failure to comply.



 


		23.3.3	Any Major Project Party fails
                                         to perform or breaches any obligation under the Transaction Documents (other than those
                                         referred to in Clause 23.1 (Non-payment), Clause 23.2 (Major covenants)
                                         or Clause 23.3.1 and, in the reasonable opinion of the Agent, such failure to comply
                                         or breach it has a Material Adverse Effect.



 


		23.4	Misrepresentation



 


		23.4.1	Any representation, warranty
                                         or statement made or given or deemed to be made or given
                                         by an Obligor in the Finance Documents or any other document delivered by or on behalf
                                         of any Obligor under or in connection with any Finance Document is or proves to have
                                         been incorrect or misleading in any material respect when made or deemed to be made,
                                         unless the event or circumstances giving rise to such representation, warranty or statement
                                         being incorrect in any material respect when made or deemed to be made or repeated are:



 


		(a)	in the opinion of the Agent
                                         (acting reasonably) capable of remedy so as to render such representation, warranty or
                                         statement correct in that respect; and



 


		(b)	remedied to the satisfaction
                                         of the Agent (acting reasonably) within 10 Business Days of the Agent giving notice to
                                         the relevant Obligor or, if earlier, the Obligor becoming aware of the relevant representation,
                                         warranty or statement being incorrect.



 


		23.4.2	Any representation, warranty
                                         or statement made or given or deemed to be made or given by a Major Project Party in
                                         the Transaction Documents (other than as referred to in Clause 23.4.1 above) and, in
                                         the opinion of the Agent, the facts giving rise to the misrepresentation have a Material
                                         Adverse Effect.



 


		23.5	Cross
                                         default



 


		23.5.1	Any
                                         Financial Indebtedness of any Obligor is not paid when due nor within any originally
                                         applicable grace period.



 


		23.5.2	Any Financial Indebtedness
                                         of any Obligor is declared to be or otherwise becomes due and payable prior to its specified
                                         maturity as a result of an event of default (however described).



 






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		23.5.3	Any commitment for any Financial
                                         Indebtedness of any Obligor is cancelled or suspended as a result of an event of default
                                         (however described).



 


		23.5.4	Any
                                         creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any
                                         Obligor due and payable prior to its specified maturity as a result of an event of default
                                         (however described).



 


		23.5.5	No Event of Default will
                                         occur under this Clause 23.5:



 


		(a)	with respect to an Obligor
                                         other than the Guarantor, if the aggregate amount of Financial Indebtedness or commitment
                                         for Financial Indebtedness falling within Clause 23.5.1 to 23.5.4 above is less
                                         than €1,000,000 (or its equivalent in any other currency or currencies); and



 


		(b)	with respect the Guarantor,
                                         if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness
                                         falling within Clause 23.5.1 to 23.5.4 above is less than EUR 7,000,000 (or its
                                         equivalent in any other currency or currencies).



 


		23.6	Insolvency



 


		23.6.1	An Obligor or the Manager
                                         is unable or admits inability to pay its debts as they fall due, or is deemed to or declared
                                         to be unable to pay its debts under applicable law, suspends or threatens to suspend
                                         making payments on any of its debts or, by reason of actual or anticipated financial
                                         difficulties, commences negotiations with one or more of its creditors with a view to
                                         rescheduling any of its indebtedness.



 


		23.6.2	The value of the assets of
                                         the Guarantor or BEAH is less than its liabilities (taking into account contingent and
                                         prospective liabilities) or the Guarantor is, for the purposes of either Section 257(4)
                                         or Section 258 of the Israeli Companies Ordinance (New Version) 1983, insolvent.



 


		23.6.3	The value of the current
                                         assets of either the Borrower or Romextur is less than its liabilities that are due,
                                         certain and liquid (as determined under applicable law) and as a consequence of such
                                         shortfall in the value of its current assets, the Borrower or Romextur become obliged
                                         to make an application for insolvency proceedings under applicable law.



 


		23.6.4	A moratorium or other protection
                                         from its creditors is declared or imposed in respect of any indebtedness of any Obligor.
                                         For the avoidance of doubt, the ending of a moratorium (or other protection from creditors)
                                         will not remedy any Event of Default caused by that moratorium (or other protection from
                                         creditors).



 


		23.7	Insolvency
                                         proceedings



 


		23.7.1	Any
                                         corporate action, legal proceedings or other procedure or step is taken or, with respect
                                         to paragraph (d), becomes capable of being taken, in relation to:



 


		(a)	the
                                         suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                         or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)
                                         of any Obligor or the Manager, other than a solvent liquidation or reorganisation.



 


		(b)	a composition, compromise,
                                         assignment or arrangement with any creditor of any Obligor;



 






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		(c)	the appointment of a liquidator
                                         (other than, except with respect to an Obligor, in respect of a solvent liquidation or
                                         reorganisation), supervisor, receiver, administrative receiver, administrator, compulsory
                                         manager, trustee or other similar officer in respect of any Obligor, the Manager or any
                                         of the assets; or



 


		(d)	enforcement of any Security
                                         over any assets of any Obligor,



 


or any analogous procedure or
step is taken in any jurisdiction.


 


		23.7.2	No Event of Default will
                                         occur:



 


		(a)	under Clause 23.7.1 above,
                                         if in the reasonable opinion of the Agent the action, legal step or proceeding, is frivolous
                                         or vexatious; or



 


		(b)	under paragraph (b) above in
                                         respect of the Guarantor, if the aggregate amount subject to composition, compromise,
                                         assignment or arrangement is less than EUR 1,000,000 (or its equivalent in any other
                                         currency).



 


		23.8	Creditors’
                                         process



 


Any expropriation, attachment,
sequestration, distress or execution (including by way of executory attachment or interlocutory attachment) or any
analogous process in any jurisdiction affects any asset or assets of the Borrower or Romextur having an aggregate value of €200,000.


 


		23.9	Unlawfulness, invalidity and
                                         termination



 


		23.9.1	It is or becomes unlawful
                                         for any person to perform any of its obligations under the Finance Documents or any Transaction
                                         Security created or expressed to be created or evidenced by the Transaction Security
                                         Documents, or any subordination created under the Subordination Agreement is or becomes
                                         unlawful.



 


		23.9.2	It is or becomes unlawful
                                         for any person to perform any of its material obligations under the Project Documents.



 


		23.9.3	Any obligation or obligations
                                         of any party under any Transaction Document are not (subject to the Legal Reservations)
                                         or cease to be legal, valid, binding or enforceable.



 


		23.9.4	Any Finance Document ceases
                                         to be in full force and effect or any Transaction Security or any subordination created
                                         under the Subordination Agreement ceases to be legal, valid, binding, enforceable or
                                         effective in accordance with its written terms or is alleged by a party to it (other
                                         than a Finance Party) not be effective in accordance with its written terms.



 


		23.9.5	Any Project Document is terminated
                                         or becomes capable of being terminated (other than on a consensual basis) and a notice
                                         of termination is issued, where such termination has or would be reasonably expected
                                         to have a Material Adverse Effect.



 


		23.10	Authorisations



 


Any Authorisation required under
any law or regulation to:


 


		23.10.1	enable it to perform its
                                         obligations under the Transaction Documents to which it is a party; and



 


		23.10.2	ensure the legality, validity,
                                         enforceability or admissibility in evidence in each Relevant Jurisdiction of any Transaction
                                         Document to which it is a party:



 


		(a)	is not obtained by the time
                                         it is required and a Certified Copy of it not supplied to the Agent; or



 


		(b)	is not complied with, is revoked
                                         or otherwise ceases to be in full force and effect; or



 


		(c)	is not renewed in terms that
                                         are at least as favourable as those applying prior to the renewal; or



 


		(d)	is varied (other than on a
                                         consensual basis).



 






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		23.11	Suspension



 


The operation of the Project is
suspended for a continuous period of 10 days except where the suspension does not have, and would not reasonably be expected to
have, a Material Adverse Effect.


 


		23.12	Expropriation



 


The authority or ability of any
Obligor to conduct its business is substantially limited or wholly or substantially curtailed by any seizure, compulsory acquisition,
expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other
authority or other person in relation to it or any of its assets, which, in respect of the Guarantor only, would be expected to
have a Material Adverse Effect.


 


		23.13	Litigation



 


Any litigation, arbitration, administrative,
governmental, regulatory or other investigations, proceedings or disputes are commenced or, (to the best of the knowledge and
belief, having made due and careful enquiry, of the relevant Major Project Party) threatened, in relation to the Major Project
Parties, the Transaction Documents or the Project which has or is reasonably likely to have a Material Adverse Effect.


 


		23.14	Repudiation



 


		23.14.1	An Obligor repudiates a
                                         Finance Document or evidences an intention to repudiate a Finance Document.



 


		23.14.2	A Major Project Party repudiates
                                         a Project Document or evidences an intention to repudiate a Project Document, where such
                                         repudiation or intention to repudiate has or would be reasonably expected to have a Material
                                         Adverse Effect.



 


		23.15	Material adverse change



 


Any event or circumstance occurs
which the Majority Lenders reasonably believe has or is reasonably likely to have a Material Adverse Effect.


 


		23.16	Change of Business



 


Either the Borrower or Romextur
changes its existing business as at the date of this Agreement.


 


		23.17	Dividends and share redemption



 


Other than as permitted under
any Transaction Document, the Borrower:


 


		23.17.1	declares, makes or pays
                                         any Distribution;



 


		23.17.2	repays or distributes any
                                         dividend or share premium reserve;



 


		23.17.3	redeems, repurchases, defeases,
                                         retires or repays any of its share capital or resolves to do so.



 


		23.18	Cure
                                         rights 



 


Any
event in respect of a Replaceable Party or a Replaceable Document which would otherwise constitute an Event of Default will not
constitute an Event of Default if the Majority Lenders are satisfied that:


 


		23.18.1	the replacement of a Replaceable
                                         Party or a Replaceable Document in accordance with this Clause does not have, and is
                                         not reasonably likely to have, a Material Adverse Effect;



 






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		23.18.2	the
                                         Borrower is either:



 


		(a)	using best endeavours to replace
                                         the relevant Replaceable Party or Replaceable Document; or



 


		(b)	if the Replaceable Party is
                                         the Manager, and the Event of Default would occur under Clause 23.6 (Insolvency)
                                         or Clause 23.7 (Insolvency proceedings):



 


		(i)	the Manager continues to meet
                                         its obligations under each Management Agreement; and



 


		(ii)	replacement of the Manager
                                         is unlawful under insolvency laws applicable in the jurisdiction of incorporation of
                                         the Manager; and



 


		23.18.3	in
                                         the case of:



 


		(a)	a Replaceable Party other than
                                         the Manager, or a Replaceable Document other than a Management Agreement, the Borrower
                                         replaces the relevant Replaceable Party or Replaceable Document within 90 days of the
                                         occurrence of the relevant event and:



 


		(i)	on substantially the same terms
                                         as the relevant Replaceable Document; and



 


		(ii)	with a person having legal
                                         capacity and technical and financial resources satisfactory to the Majority Lenders (acting
                                         reasonably) who has either become a party to each relevant Project Document in place
                                         of the relevant Replaceable Party or has entered into a replacement Project Document
                                         on substantially the same terms; or



 


		(b)	a Replaceable Party who is
                                         the Manager, either paragraph (b) of Clause 23.18.2 applies, or the Borrower demonstrates
                                         to the satisfaction of the Majority Lenders that:



 


		(i)	within 90 days of the occurrence
                                         of the relevant event it has agreed material terms (either in the form of memorandum
                                         of understanding, head of terms, or other substantially similar agreement) with a manager
                                         of hotel facilities of the same type as the Project Facilities, of international recognition
                                         and repute and with legal, technical and financial resources satisfactory to the Majority
                                         Lenders; and



 


		(ii)	within 180 days from the occurrence
                                         of the relevant event it has entered into a replacement management agreement on substantially
                                         the same terms or improved terms as the relevant Management Agreement.



 


		23.19	Acceleration



 


On and at any time after the occurrence
of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:


 


		23.19.1	cancel the Total Commitments
                                         at which time they shall immediately be cancelled;



 


		23.19.2	declare that all or part
                                         of the Loans, together with accrued interest, and all other amounts accrued or outstanding
                                         under the Finance Documents (other than any Hedging Agreement) be immediately due and
                                         payable, at which time they shall become immediately due and payable;



 


		23.19.3	declare that all or part
                                         of the Loans be payable on demand, at which time they shall immediately become payable
                                         on demand by the Agent on the instructions of the Majority Lenders; and/or



 


		23.19.4	exercise any or all of its
                                         rights, remedies, powers or discretions under the Finance Documents.



 






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		24.	CHANGES
                                         TO THE LENDERS AND HEDGE COUNTERPARTIES



 


		24.1	Assignments
                                         and transfers by the Lenders



 


		24.1.1	Subject to this Clause 24,
                                         a Lender (the “Existing Lender”) may:



 


		(a)	assign
                                         any of its rights; or



 


		(b)	transfer
                                         by novation any of its rights and obligations,



 


to another bank or financial institution
or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing
in loans, securities or other financial assets (the New Lender), provided that:


 


		(i)	during the Availability Period
                                         for Facility C and so long as no Event of Default has occurred and is continuing, the
                                         consent of the Borrower (not to be unreasonably withheld) shall be needed for such an
                                         assignment or transfer, unless it is an assignment or transfer to an Affiliate of the
                                         Existing Lender, or to another bank or financial institution with the same or better
                                         credit rating than the credit rating of Raiffeisen Bank International AG as at the date
                                         of such transfer or assignment; and



 


		(ii)	following the last of day of
                                         the Availability Period for Facility C or the occurrence of an Event of Default which
                                         is continuing, the consent of the Borrower shall not be needed for such an assignment
                                         or transfer.



 


		24.1.2	Prior to the occurrence of
                                         an Event of Default which is continuing, if:



 


		(a)	a Lender assigns or transfers
                                         any of its rights or obligations under the Finance Documents; and



 


		(b)	as a result of circumstances
                                         existing at the date the assignment or the transfer occurs, an Obligor would be obliged
                                         to make a payment to the New Lender under Clause 12 (Payment Increases and indemnities),



 


then the New Lender is only entitled
to receive payment under Clause 12 (Payment Increases and indemnities) to the same extent as the Existing Lender would
have been entitled to such payment if the assignment, transfer or change had not occurred.


 


		24.2	Conditions
                                         of assignment or transfer



 


			An
                                         assignment will only be effective on:



 


(
)receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form
and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and
the other Secured Parties as it would have been under if it was an Original Lender; and


 


		(a)	performance
                                         by the Agent of all necessary “know your customer” or other similar checks
                                         under all applicable laws and regulations in relation to such assignment to a New Lender,
                                         the completion of which the Agent shall promptly notify to the Existing Lender and the
                                         New Lender.



 


			A
                                         transfer will only be effective if the procedure set out in Clause 24.5 (Procedure
                                         for transfer) is complied with.



 






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		24.2.3	Each
                                         New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
                                         for the avoidance of doubt, that the Agent has authority to execute on its behalf any
                                         amendment or waiver that has been approved by or on behalf of the requisite Lender or
                                         Lenders in accordance with this Agreement on or prior to the date on which the transfer
                                         or assignment becomes effective in accordance with this Agreement and that it is bound
                                         by that decision to the same extent as the Existing Lender would have been had it remained
                                         a Lender.



 


		24.3	Assignment
                                         or transfer fee



 


The
New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee
of EUR 5,000.


 


		24.4	Limitation
                                         of responsibility of Existing Lenders



 


		24.4.1	Unless expressly agreed to
                                         the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility
                                         to a New Lender for:



 


		(a)	the legality, validity, effectiveness,
                                         adequacy or enforceability of the Transaction Documents, the Transaction Security or
                                         any other documents;



 


		(b)	the financial condition of
                                         any Obligor;



 


		(c)	the performance and observance
                                         by any Obligor of its obligations under the Finance Documents or any other documents;
                                         or



 


		(d)	the accuracy of any statements
                                         (whether written or oral) made in or in connection with any Transaction Document or any
                                         other document,



 


and any representations or warranties
implied by law are excluded.


 


		24.4.2	Each New Lender confirms
                                         to the Existing Lender and the other Finance Parties and the Secured Parties that it:



 


		(a)	has made (and shall continue
                                         to make) its own independent investigation and assessment of the financial condition
                                         and affairs of each Obligor and its related entities in connection with its participation
                                         in this Agreement and has not relied exclusively on any information provided to it by
                                         the Existing Lender in connection with any Transaction Document or the Transaction Security;
                                         and



 


		(b)	will continue to make its own
                                         independent appraisal of the creditworthiness of each Obligor and its related entities
                                         whilst any amount is or may be outstanding under the Finance Documents or any Commitment
                                         is in force.



 


		24.4.3	Nothing in any Finance Document
                                         obliges an Existing Lender to:



 


		(a)	accept a re-assignment from
                                         a New Lender of any of the rights and obligations assigned or transferred under this
                                         Clause 24 or



 


		(b)	support any losses directly
                                         or indirectly incurred by the New Lender by reason of the non-performance by any Obligor
                                         of its obligations under the Transaction Documents or otherwise.



 


		24.5	Procedure
                                         for transfer



 


		24.5.1	Subject
                                         to compliance with the provisions of Clause 24.1 (Assignments and transfers by the
                                         Lenders) and compliance with the conditions set out in Clause 24.2 (Conditions
                                         of assignment or transfer) a transfer is effected in accordance with Clause 24.5.3
                                         when the Agent executes an otherwise duly completed Transfer Certificate delivered to
                                         it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably
                                         practicable after receipt by it of a duly completed Transfer Certificate appearing on
                                         its face to comply with the terms of this Agreement and delivered in accordance with
                                         the terms of this Agreement, execute that Transfer Certificate.



 






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		24.5.2	The
                                         Agent shall only be obliged to execute a Transfer Certificate delivered to it by the
                                         Existing Lender and the New Lender once it is satisfied it has complied with all necessary
                                         “know your customer” or other similar checks under all applicable
                                         laws and regulations in relation to the transfer to such New Lender.



 


		24.5.3	On
                                         the Transfer Date:



 


		(a)	to
                                         the extent that in the Transfer Certificate the Existing Lender seeks to transfer by
                                         novation its rights and obligations under the Finance Documents and in respect of the
                                         Transaction Security each of the Obligors and the Existing Lender shall be released from
                                         further obligations towards one another under the Finance Documents and in respect of
                                         the Transaction Security and their respective rights against one another shall be cancelled
                                         (being the “Discharged Rights and Obligations”);



 


		(b)	each
                                         of the Obligors and the New Lender shall assume obligations towards one another and/or
                                         acquire rights against one another which differ from the Discharged Rights and Obligations
                                         only insofar as that Obligor and the New Lender have assumed and/or acquired the same
                                         in place of that Obligor and the Existing Lender;



 


		(c)	the
                                         Agent, the Security Agent, the New Lender and the other Lenders shall acquire the same
                                         rights and assume the same obligations between themselves and in respect of the Transaction
                                         Security as they would have acquired and assumed had the New Lender been an Original
                                         Lender with the rights and/or obligations acquired or assumed by it as a result of the
                                         transfer and to that extent the Agent and the Existing Lender shall each be released
                                         from further obligations to each other under the Finance Documents; and



 


		(d)	the
                                         New Lender shall become a Party as a Lender.



 


		24.5.4	To
                                         the extent that in such Transfer Certificate the Existing Lender seeks to transfer by
                                         novation all or any its rights, benefits and obligations under the Finance Documents,
                                         the Parties hereby agree in relation to any Security Documents expressed to be governed
                                         by the Romanian law and any Security created under the Finance Documents and securing
                                         the rights assigned, transferred, assigned or novated, that the relevant Security under
                                         such Security Documents or Finance Document will be preserved and transferred accordingly,
                                         without any additional cost for the Obligors, to the New Lender by maintaining the same
                                         rights and priority ranking as originally created for the transferring Lender, in accordance
                                         with and as allowed by article 1611 of the Romanian Civil Code.



 


		24.6	Procedure
                                         for assignment



 


		24.6.1	Subject
                                         to compliance with the provisions of Clause 24.1 (Assignments and transfers by the
                                         Lenders) and compliance with the conditions set out in Clause 24.2 (Conditions
                                         of assignment or transfer), an assignment may be effected in accordance with clause
                                         24.6.3 below when the Agent executes an otherwise duly completed Assignment Agreement
                                         delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to
                                         24.6.2 below, as soon as reasonably practicable after receipt by it of a duly completed
                                         Assignment Agreement appearing on its face to comply with the terms of this Agreement
                                         and delivered in accordance with the terms of this Agreement, execute that Assignment
                                         Agreement.



 






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		24.6.2	The
                                         Agent shall only be obliged to execute an Assignment Agreement delivered to it by the
                                         Existing Lender and the New Lender once it is satisfied it has complied with all necessary
                                         “know your customer” or other similar checks under all applicable laws and
                                         regulations in relation to the assignment to such New Lender.



 


		24.6.3	On
                                         the Transfer Date:



 


		(a)	the
                                         Existing Lender will assign absolutely to the New Lender the rights under the Finance
                                         Documents and in respect of the Transaction Security expressed to be the subject of the
                                         assignment in the Assignment Agreement;



 


		(b)	the
                                         Existing Lender will be released by each Obligor and the other Finance Parties from the
                                         obligations owed by it (the “Relevant Obligations”) and expressed
                                         to be the subject of the release in the Assignment Agreement (and any corresponding obligations
                                         by which it is bound in respect of the Transaction Security); and



 


		(c)	the
                                         New Lender shall become a Party as a “Lender” and will be bound by obligations
                                         equivalent to the Relevant Obligations.



 


		24.6.4	Lenders
                                         may utilise procedures other than those set out in this clause 24.6 to assign their rights
                                         under the Finance Documents, to obtain a release by that Obligor from the obligations
                                         owed to that Obligor by the Lenders, or the assumption of equivalent obligations by a
                                         New Lender provided that they comply with the conditions set out in Clause 24.2
                                         (Conditions of assignment or transfer) and the provisions of Clause 24.1 (Assignments
                                         and transfers by the Lenders).



 


		24.7	Establishing
                                         Security in favour of New Lender



 


Upon the assignment or transfer
to a New Lender:


 


		24.7.1	each
                                         Obligor shall (and each other Finance Party shall), on demand of the Agent and/or Security
                                         Agent:



 


		(a)	execute such addenda or equivalent
                                         documents relating to the Security Documents as reasonably requested by the Agent and/or
                                         Security Agent and take all actions and effect such registrations as may be required
                                         in order to complete the valid transfer to the New Lender of any Transaction Security
                                         (or the relevant part of any Transaction Security) created by any of the Finance Documents;



 


		(b)	perform all other actions as
                                         may be required to establish in favour of the New Lender Transaction Security substantially
                                         comparable, and of equal ranking, to that conferred by the Finance Documents; and



 


		24.7.2	if that transfer or assignment
                                         is made reasonably following the occurrence of an Event of Default which is continuing,
                                         the Borrower shall, on demand of the Agent and/or Security Agent, pay all costs, charges
                                         and expenses (including, without limitation, notary, Land Registry fees, Electronic Archive
                                         fees and any other registration or filing fees) as may be required in order to give full
                                         effect to the transfer or assignment and the provisions of Clause 24.7.1.



 






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		24.8	Copy
                                         of Transfer Certificate or Assignment Agreement to Obligors



 


The
Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or Assignment Agreement, send to each
Obligor a copy of that Transfer Certificate.


 


		24.9	Security
                                         over Lender’s rights



 


In addition
to the other rights provided to the Lenders under this Clause 24, each Lender may without consulting with or obtaining consent
from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise)
all or any of its rights under any Finance Document to secure its obligations including, without limitation:


 


		24.9.1	any charge, assignment or
                                         other Security to secure obligations to European Investment Bank, Oesterreichische Kontrollbank
                                         AG or a federal reserve, or central bank; and



 


		24.9.2	if it is a fund, any charge,
                                         assignment or other Security granted to any holders (or trustee or representatives of
                                         holders) of obligations owed, or securities issued, by that Lender as security for those
                                         obligations or securities,



 


except that
no such charge, assignment or Security shall:


 


		(a)	release a Lender from any of
                                         its obligations under the Finance Documents or substitute the beneficiary of the relevant
                                         charge, assignment or Security for the Lender as a party to any of the Finance Documents;
                                         or



 


		(b)	require any payments to be
                                         made by an Obligor other than or in excess of, or grant to any person any more extensive
                                         rights than those required to be made or granted to the relevant Lender under the Finance
                                         Documents.



 


		24.9.3	The Lenders may include claims
                                         arising under or in connection with this Agreement (and the other Finance Documents)
                                         as part of a cover pool (Deckungsstock) for covered bonds (fundierte Bankschuldverschreibungen).



 


		(a)	Once the Lenders act upon this
                                         authorisation, the Lenders’ claims against the Borrower serve as collateral for
                                         the claims of the covered bond investors. In that case all set off rights against the
                                         Lenders’ claims (including any otherwise applicable set-off rights under section
                                         60 of the general terms and conditions of Raiffeisen Bank International AG) are subject
                                         to statutory prohibition in accordance with Section 2 sub-section 2 Austrian Covered
                                         Bonds Act (Gesetz betreffend fundierte Bankschuldverschreibungen (RGBl Nr. 213/1905)
                                         as amended).



 


		(b)	The Borrower and each Obligor
                                         hereby waive any right to receive further notification on this matter.



 


		25.	restriction
                                         on debt purchase transactions



 


		25.1	Prohibition on Debt Purchase
                                         Transactions by the Group



 


The Guarantor shall not, and shall
procure that no Obligor or Affiliate of an Obligor shall, enter into any Debt Purchase Transaction or beneficially own all or
any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to
in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.


 






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		25.2	Disenfranchisement
                                         on Debt Purchase Transactions entered into by Relevant Affiliates



 


		25.2.1	For so long as an Sponsor
                                         Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub participation
                                         agreement relating to a Commitment or other agreement or arrangement having a substantially
                                         similar economic effect and such agreement or arrangement has not been terminated:



 


		(a)	in ascertaining the Majority
                                         Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity)
                                         of the Total Commitments has been obtained to approve any request for a consent, waiver,
                                         amendment or other vote under the Finance Documents, such Commitment shall be deemed
                                         to be zero; and



 


		(b)	for the purposes of Clause
                                         (Exceptions), such Sponsor Affiliate or the person with whom it has entered into
                                         such sub participation, other agreement or arrangement shall be deemed not to be a Lender
                                         (unless in the case of a person not being a Sponsor Affiliate it is a Lender by virtue
                                         otherwise than by beneficially owning the relevant Commitment).



 


		25.2.2	Each Lender shall, unless
                                         such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent
                                         in writing if:



 


		(a)	it knowingly enters into a
                                         Debt Purchase Transaction with a Sponsor Affiliate (a “Notifiable Debt Purchase
                                         Transaction”), specifying the amount of its Commitment which is subject to
                                         that Debt Purchase Transaction; and



 


		(b)	a Notifiable Debt Purchase
                                         Transaction to which it is a party is terminated.



 


		25.2.3	Each Sponsor Affiliate that
                                         is a Lender agrees that:



 


		(a)	in relation to any meeting
                                         or conference call to which all the Lenders are invited to attend or participate, it
                                         shall not attend or participate in the same if so requested by the Agent or, unless the
                                         Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same;
                                         and



 


		(b)	in its capacity as Lender,
                                         unless the Agent otherwise agrees, it shall not be entitled to receive any report or
                                         other document prepared at the behest of, or on the instructions of, the Agent or one
                                         or more of the other Lenders.



 


		26.	Changes
                                         to the Obligors



 


No Obligor may assign any of its
rights or transfer any of its rights or obligations under the Finance Documents.


 


		27.	ROLE
                                         OF THE AGENT, THE SECURITY AGENT, THE ACCOUNT BANKS AND THE HEDGE COUNTERPARTIES



 


		27.1	The
                                         Agent and the Security Agent



 


		27.1.1	Each
                                         Lender and Hedge Counterparty:



 


		(a)	appoints the Agent to act as
                                         its agent under and in connection with the Finance Documents; and



 


		(b)	authorises the Agent to perform
                                         the duties, obligations and responsibilities and exercise the rights, powers, authorities
                                         and discretions specifically given to the Agent under or in connection with the Finance
                                         Documents together with any other incidental rights, powers, authorities and discretions.



 


		27.1.2	The
                                         Security Agent declares that it holds the Secured Property on trust for the Secured Parties
                                         on the terms contained in this Agreement.



 


		27.1.3	Each
                                         of the Finance Parties authorises the Agent and the Security Agent to perform the duties,
                                         obligations and responsibilities and to exercise the rights, powers, authorities and
                                         discretions specifically given to the Agent and the Security Agent (as applicable) under
                                         or in connection with the Finance Documents together with any other incidental rights,
                                         powers, authorities and discretions.



 






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		27.2	Enforcement
                                         Through Security Agent Only



 


		27.2.1	The Secured Parties shall
                                         not have any independent power to enforce, or have recourse to, any of the Transaction
                                         Security or to exercise any right, power, authority or discretion arising under the Security
                                         Documents except through the Security Agent.



 


		27.2.2	For the purposes of taking,
                                         maintaining, protecting and/or enforcing the Transaction Security, the Security Agent
                                         shall be joint creditor (in Romanian: “creditor solidar”) in accordance
                                         with, inter alia, Article 1.434 (and the following articles) of the Romanian Civil Code,
                                         with each other Secured Party in relation to any and all liabilities of the Obligors
                                         towards such other Secured Party under the Finance Documents.



 


		27.2.3	Without prejudice to the
                                         foregoing, no Finance Party shall be joint creditor with any other Finance Party (other
                                         than the Security Agent).



 


		27.2.4	The Security Agent shall
                                         have the power to execute and enforce the Security Documents to which it is a party on
                                         behalf of each Finance Party and to execute any other agreement or instrument, give or
                                         receive any notice and take any other action in relation to the creation, perfection,
                                         maintenance, amendment, supplementation, enforcement and release of the Transaction Security
                                         in the name and on behalf of each Finance Party in accordance with Article 1.436 of the
                                         Romanian Civil Code.



 


		27.2.5	The Security Agent may refrain
                                         from enforcing the Transaction Security unless instructed otherwise by the Majority Lenders.



 


		27.3	Instructions



 


		27.3.1	Each
                                         of the Agent and the Security Agent shall:



 


		(a)	unless
                                         a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                         any right, power, authority or discretion vested in it as Agent or Security Agent (as
                                         applicable) in accordance with any instructions given to it by:



 


		(i)	all
                                         Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
                                         and



 


		(ii)	in
                                         all other cases, the Majority Lenders; and



 


		(b)	not
                                         be liable for any act (or omission) if it acts (or refrains from acting) in accordance
                                         with paragraph 27.3.1(a) above (or, if this Agreement stipulates the matter is a decision
                                         for any other Finance Party or group of Finance Parties, from that Finance Party or group
                                         of Finance Parties).



 


		27.3.2	Each
                                         of the Agent and the Security Agent shall be entitled to request instructions, or clarification
                                         of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates
                                         the matter is a decision for any other Finance Party or group of Finance Parties, from
                                         that Finance Party or group of Finance Parties) as to whether, and in what manner, it
                                         should exercise or refrain from exercising any right, power, authority or discretion
                                         and the Agent or Security Agent (as applicable) may refrain from acting unless and until
                                         it receives any such instructions or clarification that it has requested.



 


		27.3.3	Save
                                         in the case of decisions stipulated to be a matter for any other Finance Party or group
                                         of Finance Parties under the relevant Finance Document and unless a contrary indication
                                         appears in a Finance Document, any instructions given to the Agent or Security Agent
                                         (as applicable) by the Majority Lenders shall override any conflicting instructions given
                                         by any other Parties and will be binding on all Finance Parties.



 






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		27.3.4	Paragraph
                                         27.3.1 above shall not apply:



 


		(a)	where
                                         a contrary indication appears in a Finance Document;



 


		(b)	where
                                         a Finance Document requires the Agent or the Security Agent to act in a specified manner
                                         or to take a specified action;



 


		(c)	in
                                         respect of any provision which protects the Agent’s or Security Agent’s own
                                         position in its personal capacity as opposed to its role of Agent or Security Agent for
                                         the relevant Finance Parties or Secured Parties (as applicable) including, without limitation,
                                         Clauses 27.5 (No fiduciary duties) to Clause 27.10 (Exclusion of liability),
                                         Clauses 27.13 (Confidentiality) to Clause 27.21 (Custodians and nominees)
                                         and Clause 27.24 (Acceptance of title) to Clause 27.27 (Disapplication
                                         of Trustee Acts);



 


		(d)	in
                                         respect of the exercise of the Security Agent’s discretion to exercise a right,
                                         power or authority under any of:



 


		(i)	Clause
                                         29.1 (Order of application);



 


		(ii)	Clause
                                         29.2 (Prospective liabilities); and



 


		(iii)	Clause
                                         29.5 (Permitted Deductions).



 


		27.3.5	If
                                         giving effect to instructions given by the Majority Lenders would (in the Agent’s
                                         or (as applicable) the Security Agent’s opinion) have an effect equivalent to an
                                         amendment or waiver referred to in Clause 37(Amendments and waivers), the Agent
                                         or (as applicable) Security Agent shall not act in accordance with those instructions
                                         unless consent to it so acting is obtained from each Party (other than the Agent or Security
                                         Agent) whose consent would have been required in respect of that amendment or waiver.



 


		27.3.6	In
                                         exercising any discretion to exercise a right, power or authority under the Finance Documents
                                         where either:



 


		(a)	it
                                         has not received any instructions as to the exercise of that discretion; or



 


		(b)	the
                                         exercise of that discretion is subject to Clause 27.3.4(d) above,



 


the Agent or Security Agent shall
do so having regard to the interests of (in the case of the Agent) all the Finance Parties and (in the case of the Security Agent)
all the Secured Parties.


 


		27.3.7	The Agent or the Security
                                         Agent (as applicable) may refrain from acting in accordance with any instructions of
                                         any Finance Party or group of Finance Parties until it has received any indemnification
                                         and/or security that it may in its discretion require (which may be greater in extent
                                         than that contained in the Finance Documents and which may
                                         include payment in advance) for any cost, loss or liability (together with any applicable
                                         VAT) which it may incur in complying with those instructions.



 


		27.3.8	Without
                                         prejudice to Clause 27.3.9, in the absence of instructions, each of the Agent and the
                                         Security Agent may act (or refrain from acting) as it considers to be in the best interest
                                         of (in the case of the Agent) the Finance Parties and (in the case of the Security Agent)
                                         the Secured Parties.



 






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		27.3.9	Neither
                                         the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without
                                         first obtaining that Finance Party’s consent) in any legal or arbitration proceedings
                                         relating to any Finance Document. This paragraph 27.3.9 shall not apply to any legal
                                         or arbitration proceeding relating to the perfection, preservation or protection of rights
                                         under the Transaction Security Documents or enforcement of the Transaction Security or
                                         Transaction Security Documents.



 


		27.4	Duties
                                         of the Agent and Security Agent



 


		27.4.1	The
                                         duties of the Agent and the Security Agent under the Finance Documents are solely mechanical
                                         and administrative in nature.



 


		27.4.2	Subject
                                         to paragraph 27.4.3 below, each of the Agent and the Security Agent shall promptly forward
                                         to a Party the original or a copy of any document which is delivered to the Agent or
                                         Security Agent (as applicable) for that Party by any other Party.



 


		27.4.3	Without
                                         prejudice to Clause 24.8 (Copy of Transfer Certificate or Assignment Agreement to
                                         Obligors), paragraph 27.4.2 above shall not apply to any Transfer Certificate or
                                         any Assignment Agreement.



 


		27.4.4	Except
                                         where a Finance Document specifically provides otherwise, neither the Agent nor the Security
                                         Agent is obliged to review or check the adequacy, accuracy or completeness of any document
                                         it forwards to another Party.



 


		27.4.5	If
                                         the Agent or the Security Agent receives notice from a Party referring to any Finance
                                         Document, describing a Default and stating that the circumstance described is a Default,
                                         it shall promptly notify the other Finance Parties.



 


		27.4.6	If
                                         the Agent is aware of the non-payment of any principal, interest, commitment fee or other
                                         fee payable to a Finance Party (other than the Agent or the Security Agent) under this
                                         Agreement, it shall promptly notify the other Finance Parties.



 


		27.4.7	The
                                         Agent shall provide to the Borrower within ten Business Days of a request by the Borrower
                                         (but no more frequently than once during each quarter, a list (which may be in electronic
                                         form) setting out the names of the Lenders as at that Business Day, their respective
                                         Commitments, the address and fax number (and the department or officer, if any, for whose
                                         attention any communication is to be made) of each Lender for any communication to be
                                         made or document to be delivered under or in connection with the Finance Documents, the
                                         electronic mail address and/or any other information required to enable the sending and
                                         receipt of information by electronic mail or other electronic means to and by each Lender
                                         to whom any communication under or in connection with the Finance Documents may be made
                                         by that means and the account details of each Lender for any payment to be distributed
                                         by the Agent to that Lender under the Finance Documents.



 


		27.4.8	Each
                                         of the Agent and the Security Agent shall have only those duties, obligations and responsibilities
                                         expressly specified in the Finance Documents to which it is expressed to be a party (and
                                         no others shall be implied).



 


		27.5	No
                                         Fiduciary Duties



 


		27.5.1	Nothing
                                         in any Finance Document constitutes:



 


		(a)	the
                                         Agent or the Arranger as a trustee or fiduciary of any other person; or



 


		(b)	the
                                         Security Agent as an agent, trustee or fiduciary of any Obligor.



 






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		27.5.2	None
                                         of the Agent, the Security Agent or the Arranger shall be bound to account to any other
                                         Finance Party or (in the case of the Security Agent) any Secured Party for any sum or
                                         the profit element of any sum received by it for its own account.



 


		27.6	Business
                                         with the Group



 


The Agent, the Security Agent
and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any
Obligor or Affiliate of an Obligor.


 


		27.7	Rights
                                         and discretions



 


		27.7.1	Each of the Agent and the
                                         Security Agent may:



 


		(a)	rely on any representation,
                                         warranty, notice or document believed by it to be genuine, correct and appropriately
                                         authorised; and



 


		(b)	assume
                                         that:



 


		(i)	any
                                         instructions received by it from the Majority Lenders, any Finance Parties or any group
                                         of Finance Parties are duly given in accordance with the terms of the Finance Documents;
                                         and



 


		(ii)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;
                                         and



 


		(c)	rely
                                         on a certificate from any person:



 


		(i)	as
                                         to any matter of fact or circumstance which would reasonably be expected to be within
                                         the knowledge of that person; or



 


		(ii)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing,



 


as sufficient evidence that that
is the case and, in the case of paragraph 27.7.1(c)(i) above, may assume the truth and accuracy of that certificate.


 


		27.7.2	Each of the Agent and the
                                         Security Agent may assume (unless it has received notice to the contrary in its capacity
                                         as agent or security trustee for the Finance Parties or Secured Parties) that:



 


		(a)	no Default has occurred (unless,
                                         in the case of the Agent, it has actual knowledge of a Default arising under Clause 23.1
                                         (Non-payment));



 


		(b)	no Finance Document has been
                                         changed or amended;



 


		(c)	any right, power, authority
                                         or discretion vested in any Party or any group of Finance Parties has not been exercised;
                                         and



 


		(d)	no Transaction Security has
                                         become enforceable; and



 


		(e)	any notice or request made
                                         by the Borrower is made on behalf of and with the consent and knowledge of each other
                                         Obligor.



 


		27.7.3	Each
                                         of the Agent and the Security Agent may engage, pay for and rely on the advice or services
                                         of any lawyers, accountants, surveyors or other experts.



 


		27.7.4	Without
                                         prejudice to the generality of paragraph 27.7.3 above or paragraph 27.7.5 below, each
                                         of the Agent and the Security Agent may at any time engage and pay for the services of
                                         any lawyers to act as independent counsel to the Agent or Security Agent (as applicable),
                                         (and so separate from any lawyers instructed by the other Finance Parties) if the Agent
                                         or Security Agent (as applicable), in its reasonable opinion deems this to be desirable.



 






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		27.7.5	Each
                                         of the Agent and the Security Agent may rely on the advice or services of any lawyers,
                                         accountants, tax advisers, surveyors or other professional advisers or experts (whether
                                         obtained by the Agent or by the Security Agent or by any other Party) and shall not be
                                         liable for any damages, costs or losses to any person, any diminution in value or any
                                         liability whatsoever arising as a result of its so relying.



 


		27.7.6	Each of the Agent and the
                                         Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents
                                         through its through its officers, employees and agents and shall not:



 


		(a)	be
                                         liable for any error of judgment made by any such person; or



 


		(b)	be
                                         bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                         omission or default on the part, of any such person,



 


unless such
error or such loss was directly caused by the Agent’s or the Security Agent’s, Receiver’s or Delegate’s,
as applicable gross negligence or wilful misconduct.


 


		27.7.7	Unless a Finance Document
                                         expressly provides otherwise each of the Agent and the Security Agent may disclose to
                                         any other Party and to any person engaged by it or through whom it acts in accordance
                                         with this Clause 27 any information it reasonably believes it has received as agent
                                         or security trustee under this Agreement.



 


		27.7.8	Notwithstanding
                                         any other provision of any Finance Document to the contrary, none of the Agent or the
                                         Security Agent is obliged to do or omit to do anything if it would, or might in its reasonable
                                         opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty
                                         or duty of confidentiality.



 


		27.7.9	Notwithstanding
                                         any provision of any Finance Document to the contrary, neither the Agent nor the Security
                                         Agent is obliged to expend or risk its own funds or otherwise incur any financial liability
                                         in the performance of its duties, obligations or responsibilities or the exercise of
                                         any right, power, authority or discretion if it has grounds for believing the repayment
                                         of such funds or adequate indemnity against, or security for, such risk or liability
                                         is not reasonably assured to it.



 


		27.8	Responsibility
                                         for documentation



 


None
of the Agent, the Security Agent, any Receiver nor any Delegate is responsible or liable for:


 


		27.8.1	the
                                         adequacy, accuracy or completeness of any information (whether oral or written) supplied
                                         by the Agent, the Security Agent, an Obligor or any other person in or in connection
                                         with any Finance Document or Reports or the transactions contemplated in the Finance
                                         Documents or any other agreement, arrangement or document entered into, made or executed
                                         in anticipation of, under or in connection with any Finance Document;



 


		27.8.2	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Finance Document,
                                         the Transaction Security or any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with any Finance Document
                                         or the Transaction Security; or



 


		27.8.3	any
                                         determination as to whether any information provided or to be provided to any Finance
                                         Party or Secured Party is non-public information the use of which may be regulated or
                                         prohibited by applicable law or regulation relating to insider dealing or otherwise.



 






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		27.9	No
                                         duty to monitor



 


Neither
the Agent nor the Security Agent shall be bound to enquire:


 


		27.9.1	whether
                                         or not any Default has occurred;



 


		27.9.2	as
                                         to the performance, default or any breach by any Party of its obligations under any Finance
                                         Document; or



 


		27.9.3	whether
                                         any other event specified in any Finance Document has occurred.



 


		27.10	Exclusion
                                         of liability



 


		27.10.1	Without limiting Clause 27.10.2
                                         below and without prejudice to any other provision of any Finance Document excluding
                                         or limiting the liability of the Agent, the Security Agent or any Receiver or Delegate),
                                         none of the Agent, the Security Agent nor any Receiver or Delegate will be liable (including,
                                         without limitation, for negligence or any other category of liability whatsoever) for:



 


		(a)	any
                                         damages, costs or losses to any person, any diminution in value, or any liability whatsoever
                                         arising as a result of taking or not taking any action under or in connection with any
                                         Finance Document or the Transaction Security, unless directly caused by its gross negligence,
                                         fraud or wilful misconduct;



 


		(b)	exercising
                                         or not exercising any right, power, authority or discretion given to it by, or in connection
                                         with, any Finance Document, the Transaction Security or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with, any Finance Document or the Transaction Security;



 


		(c)	any
                                         shortfall which arises on the enforcement or realisation of the Transaction Security;
                                         or



 


		(d)	without
                                         prejudice to the generality of paragraphs (a)to (c) above, any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of:



 


		(i)	any act, event or circumstance
                                         not reasonably within its control; or



 


		(ii)	the general risks of investment
                                         in, or the holding of assets in, any jurisdiction,



 


including (in each case and without
limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation
or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction
of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,
insurrection or revolution; or strikes or industrial action.


 


		27.10.2	No
                                         Party (other than the Agent, the Security Agent, that Receiver or that Delegate (as applicable))
                                         may take any proceedings against any officer, employee or agent of the Agent, the Security
                                         Agent, a Receiver or a Delegate, in respect of any claim it might have against the Agent,
                                         the Security Agent, a Receiver or a Delegate or in respect of any act or omission of
                                         any kind by that officer, employee or agent in relation to any Finance Document or any
                                         Transaction Document and any officer, employee or agent of the Agent, the Security Agent,
                                         that Receiver or that Delegate may rely on this Clause subject to Clause 1.3
                                         (Third party rights) and the provisions of the Third Parties Act.



 






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		27.10.3	Neither the Agent nor the
                                         Security Agent will be liable for any delay (or any related consequences) in crediting
                                         an account with an amount required under the Finance Documents to be paid by the Agent
                                         or the Security Agent (as applicable) if the Agent or Security Agent (as applicable)
                                         has taken all necessary steps as soon as reasonably practicable to comply with the regulations
                                         or operating procedures of any recognised clearing or settlement system used by the Agent
                                         or the Security Agent (as applicable) for that purpose.



 


		27.10.4	Notwithstanding the provisions
                                         of Clause 29 (Payment Mechanics), the Agent shall not be liable to any Obligor
                                         for the failure, or the consequences of any failure, of any cross-border payment system
                                         to effect same-day settlement to an account of any Obligor.



 


		27.10.5	Nothing
                                         in this Agreement shall oblige the Agent, the Security Agent to carry out:



 


		(a)	any
                                         “know your customer” or other checks in relation to any person; or



 


		(b)	any
                                         check on the extent to which any transaction contemplated by this Agreement might be
                                         unlawful for any Finance Party,



 


on behalf of any Finance Party
and each Finance Party confirms to the Agent and the Security Agent that it is solely responsible for any such checks it is required
to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Security Agent.


 


		27.10.6	Without
                                         prejudice to any provision of any Finance Document excluding or limiting the liability
                                         of the Agent, the Security Agent, any Receiver or Delegate, any liability of the Agent,
                                         the Security Agent, any Receiver or Delegate arising under or in connection with any
                                         Finance Document or the Transaction Security shall be limited to the amount of actual
                                         loss which has been finally judicially determined to have been suffered (as determined
                                         by reference to the date of default of the Agent, the Security Agent, any Receiver or
                                         Delegate or, if later, the date on which the loss arises as a result of such default)
                                         but without reference to any special conditions or circumstances known to the Agent,
                                         the Security Agent, any Receiver or Delegate at any time which increase the amount of
                                         that loss. In no event shall the Agent, the Security Agent, any Receiver or Delegate
                                         be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated
                                         saving, or for special, punitive, indirect or consequential damages, whether or not the
                                         Agent, the Security Agent, the Receiver or Delegate has been advised of the possibility
                                         of such loss or damages.



 


		27.11	Lenders’
                                         Indemnity to the Agent and Security Agent



 


		27.11.1	Each
                                         Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
                                         are then zero, to its share of the Total Commitments immediately prior to their reduction
                                         to zero) indemnify the Agent, the Security Agent and every Receiver and every Delegate,
                                         within three Business Days of demand, against any cost, loss or liability incurred by
                                         any of them (otherwise than by reason of the Agent’s, Security Agent’s Receiver’s
                                         or Delegate’s gross negligence or wilful misconduct) in acting as Agent, Security
                                         Agent, Receiver or Delegate under the Finance Documents (unless the relevant Agent, Security
                                         Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).



 


		27.11.2	Subject
                                         to Clause 27.11.3 below, the Borrower shall immediately on demand reimburse any Lender
                                         for any payment that Lender makes to the Agent or the Security Agent pursuant to Clause
                                         27.11.1 above.



 






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		27.11.3	Paragraph
                                         27.11.2 above shall not apply to the extent that the indemnity payment in respect of
                                         which the Lender claims reimbursement relates to a liability of the Agent or the Security
                                         Agent to an Obligor.



 


		27.12	Resignation
                                         of the Agent and the Security Agent



 


		27.12.1	The
                                         Agent or the Security Agent may resign by giving 30 days’ notice to the other Finance
                                         Parties and the Borrower, in which case the Majority Lenders (after consultation with
                                         the other Finance Parties and the Borrower) may appoint a successor Agent or Security
                                         Agent (as applicable).



 


		27.12.2	If
                                         the Majority Lenders have not appointed a successor Agent or Security Agent in accordance
                                         with paragraph 27.12.1 above within 20 days after notice of resignation was given, the
                                         retiring Agent or Security Agent (as applicable) (after consultation with the other Finance
                                         Parties and Borrower) may appoint a successor Agent or Security Agent (as applicable).



 


		27.12.3	If
                                         the Agent wishes to resign because (acting reasonably) it has concluded that it is no
                                         longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor
                                         Agent under paragraph 27.12.2 above, the Agent may (if it concludes (acting reasonably)
                                         that it is necessary to do so in order to persuade the proposed successor Agent to become
                                         a party to this Agreement as Agent) agree with the proposed successor Agent amendments
                                         to this Clause 27 consistent with then current market practice for the appointment and
                                         protection of corporate trustees together with any reasonable amendments to the agency
                                         fee payable under this Agreement which are consistent with the successor Agent’s
                                         normal fee rates and those amendments will bind the Parties.



 


		27.12.4	The
                                         retiring Agent or Security Agent (as applicable) shall, at the costs of the Borrower
                                         make available to the successor Agent or Security Agent (as applicable) such documents
                                         and records and provide such assistance as the successor Agent or Security Agent may
                                         reasonably request for the purposes of performing its functions as Agent or Security
                                         Agent (as applicable) under the Finance Documents. The Borrower shall, within three Business
                                         Days of demand, reimburse the retiring Agent or Security Agent (as applicable) for the
                                         amount of all costs and expenses (including legal fees) properly incurred by it in making
                                         available such documents and records and providing such assistance.



 


		27.12.5	The
                                         resignation notice of the Agent or Security Agent (as applicable) shall only take effect
                                         upon:



 


		(a)	the
                                         appointment of a successor; and



 


		(b)	(in
                                         the case of the Security Agent) the transfer of all the Transaction Security to that
                                         successor.



 


		27.12.6	Upon
                                         the appointment of a successor, the retiring Agent or Security Agent (as applicable)
                                         shall be discharged from any further obligation in respect of the Finance Documents (other
                                         than its obligations under Clause 27.25 (Winding Up of Trust) and
                                         27.12.4 above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity
                                         to the Agent), Clause 14.5 (Indemnity to the Security Agent) and this Clause
                                         27 (and any fees for the account of the retiring Agent or Security Agent (as applicable)
                                         shall cease to accrue from (and shall be payable on) that date). Any successor and each
                                         of the other Parties shall have the same rights and obligations amongst themselves as
                                         they would have had if such successor had been an original Party.



 






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		27.12.7	After
                                         consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice
                                         to the Agent or Security Agent (as applicable), require it to resign in accordance with
                                         paragraph 27.12.1 above. In this event, the Agent or Security Agent (as applicable)
                                         shall resign in accordance with paragraph 27.12.1 above but the cost referred to in paragraph
                                         27.12.4 above shall be for the account of the Borrower.



 


		27.12.8	The
                                         Agent shall resign in accordance with paragraph 27.12.1 above (and, to the extent applicable,
                                         shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph 27.12.2
                                         above) if on or after the date which is three months before the earliest FATCA Application
                                         Date relating to any payment to the Agent under the Finance Documents, either:



 


		(a)	the
                                         Agent fails to respond to a request under Clause 12.5.1 (FATCA Information) and
                                         a Lender reasonably believes that the Agent will not be (or will have ceased to be) a
                                         FATCA Exempt Party on or after that FATCA Application Date;



 


		(b)	the
                                         information supplied by the Agent pursuant to Clause 12.5.1 (FATCA Information)
                                         indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party
                                         on or after that FATCA Application Date; or



 


		(c)	the
                                         Agent notifies the Borrower and the Lenders that the Agent will not be (or will have
                                         ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and (in each case) a Lender reasonably
believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party,
and that Lender, by notice to the Agent, requires it to resign.


 


		27.13	Confidentiality



 


		27.13.1	In
                                         acting as agent or trustee for the Finance Parties, the Agent or Security Agent (as applicable)
                                         shall be regarded as acting through its agency division which shall be treated as a separate
                                         entity from any other of its divisions or departments.



 


		27.13.2	If
                                         information is received by another division or department of the Agent or Security Agent,
                                         it may be treated as confidential to that division or department and the Agent or Security
                                         Agent (as applicable) shall not be deemed to have notice of it.



 


		27.14	Relationship
                                         With the Other Finance Parties



 


		27.14.1	The
                                         Agent may treat the person shown in its records as Lender or Hedge Counterparty at the
                                         opening of business (in the place of the Agent’s principal office as notified to
                                         the Finance Parties from time to time) as the Lender acting through its Facility Office
                                         or, as the case may be, Hedge Counterparty:



 


		(a)	entitled
                                         to or liable for any payment due under any Finance Document on that day; and



 


		(b)	entitled
                                         to receive and act upon any notice, request, document or communication or make any decision
                                         or determination under any Finance Document made or delivered on that day,



 


unless it has received not less
than five Business Days’ prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms
of this Agreement.


 






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		27.14.2	Any
                                         Lender or Hedge Counterparty may by notice to the Agent appoint a person to receive on
                                         its behalf all notices, communications, information and documents to be made or despatched
                                         to that Lender or Hedge Counterparty under the Finance Documents. Such notice shall contain
                                         the address, fax number and (where communication by electronic mail or other electronic
                                         means is permitted under Clause 33.5 (Electronic communication)) electronic mail
                                         address and/or any other information required to enable the transmission of information
                                         by that means (and, in each case, the department or officer, if any, for whose attention
                                         communication is to be made) and be treated as a notification of a substitute address,
                                         fax number, electronic mail address (or such other information), department and officer
                                         by that Lender for the purposes of Clause 33.2 (Addresses) and Clause 33.5 (Electronic
                                         communication)and the Agent shall be entitled to treat such person as the person
                                         entitled to receive all such notices, communications, information and documents as though
                                         that person were that Lender or Hedge Counterparty.



 


		27.14.3	Each
                                         Finance Party shall supply the Security Agent with any information that the Security
                                         Agent may reasonably specify as being necessary or desirable to enable the Security Agent
                                         to perform its functions as Security Agent.



 


		27.15	Credit
                                         Appraisal by the Lenders and Hedge Counterparties



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and Hedge
Counterparty confirms to the Agent, the Security Agent and the Arranger that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document
including but not limited to:


 


		27.15.1	the
                                         financial condition, status and nature of each Obligor;



 


		27.15.2	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Finance Document,
                                         the Secured Property and any other agreement, arrangement or document entered into, made
                                         or executed in anticipation of, under or in connection with any Finance Document or the
                                         Secured Property;



 


		27.15.3	whether
                                         that Finance Party has recourse, and the nature and extent of that recourse, against
                                         any Party or any of its respective assets under or in connection with any Finance Document,
                                         the Secured Property, the transactions contemplated by the Finance Documents or any other
                                         agreement, arrangement or document entered into, made or executed in anticipation of,
                                         under or in connection with any Finance Document or the Secured Property;



 


		27.15.4	the
                                         adequacy, accuracy or completeness of any due diligence report and any other information
                                         provided by the Agent, the Security Agent, any Party or by any other person under or
                                         in connection with any Finance Document, the transactions contemplated by any Finance
                                         Document or any other agreement, arrangement or document entered into, made or executed
                                         in anticipation of, under or in connection with any Finance Document; and



 


		27.15.5	the
                                         right or title of any person in or to, or the value or sufficiency of any part of, the
                                         Secured Property, the priority of any of the Transaction Security or the existence of
                                         any Security affecting the Secured Property.



 






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		27.16	Agents’ Management Time



 


		27.16.1	Any
                                         amount payable to the Agent or Security Agent under Clause 14.4 (Indemnity to the
                                         Agent), Clause 14.5 (Indemnity to the Security Agent), Clause 16 (Costs
                                         and expenses) and Clause 27.11 (Lenders’ indemnity to the Agent
                                         and Security Agent) shall include the cost of utilising the management time or other
                                         resources of the Agent or Security Agent (as applicable) and will be calculated on the
                                         basis of such reasonable daily or hourly rates as the Agent or Security Agent may notify
                                         to, and agree in advance with, the Borrower, and is in addition to any fee paid or payable
                                         to the Agent or Security Agent under Clause 11 (Fees).



 


		27.16.2	Without
                                         prejudice to paragraph 27.16.1 above, in the event of:



 


		(a)	a
                                         Default;



 


		(b)	the
                                         Security Agent being requested by an Obligor or the Majority Lenders to undertake duties
                                         which the Security Agent and the Borrower agree to be of an exceptional nature or outside
                                         the scope of the normal duties of the Security Agent under the Finance Documents; or



 


		(c)	the
                                         Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,



 


the Borrower shall pay to the
Security Agent any additional remuneration that may be agreed between them in advance and in writing or determined pursuant to
paragraph 27.16.3 below.


 


		27.16.3	If
                                         the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon
                                         the additional remuneration referred to in paragraph 27.16.2 above or whether additional
                                         remuneration is appropriate in the circumstances, any dispute shall be determined by
                                         an investment bank (acting as an expert and not as an arbitrator) selected by the Security
                                         Agent and approved by the Company or, failing approval, nominated (on the application
                                         of the Security Agent) by the President for the time being of the Law Society of England
                                         and Wales (the costs of the nomination and of the investment bank being payable by the
                                         Company) and the determination of any investment bank shall be final and binding upon
                                         the Parties.



 


		27.17	Deduction
                                         from Amounts Payable by the Agent



 


If any Party owes an amount to
the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount
deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded
as having received any amount so deducted.


 


		27.18	Reliance
                                         and Engagement Letters



 


Each Finance Party and Secured
Party confirms that each of the Agent and the Security Agent has authority to accept on its behalf (and ratifies the acceptance
on its behalf of any letters or reports already accepted by the Agent or the Security Agent) the terms of any reliance letter
or engagement letters relating to any reports or letters provided by any Lenders’ Advisor, any accountants, auditors or
providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents
and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts
the terms and qualifications set out in such letters.


 


		27.19	No
                                         Responsibility to Perfect Transaction Security



 


The Security Agent shall not be
liable for any failure to:


 


		27.19.1	require
                                         the deposit with it of any deed or document certifying, representing or constituting
                                         the title of any Obligor to any of the Secured Property;



 






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		27.19.2	obtain
                                         any licence, consent or other authority for the execution, delivery, legality, validity,
                                         enforceability or admissibility in evidence of any Finance Document or the Transaction
                                         Security;



 


		27.19.3	register,
                                         file or record or otherwise protect any of the Transaction Security (or the priority
                                         of any of the Transaction Security) under any law or regulation or to give notice to
                                         any person of the execution of any Finance Document or of the Transaction Security;



 


		27.19.4	take,
                                         or to require any Obligor to take, any step to perfect its title to any of the Secured
                                         Property or to render the Transaction Security effective or to secure the creation of
                                         any ancillary Security under any law or regulation; or



 


		27.19.5	require
                                         any further assurance in relation to any Security Document.



 


		27.20	Insurance
                                         by Security Agent



 


		27.20.1	The
                                         Security Agent shall not be obliged:



 


		(a)	to
                                         insure any of the Secured Property;



 


		(b)	to
                                         require any other person to maintain any insurance; or



 


		(c)	to
                                         verify any obligation to arrange or maintain insurance contained in any Finance Document,



 


and the Security Agent shall not
be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.


 


		27.20.2	Where
                                         the Security Agent is named on any insurance policy as an insured party, it shall not
                                         be liable for any damages, costs or losses to any person as a result of its failure to
                                         notify the insurers of any material fact relating to the risk assumed by such insurers
                                         or any other information of any kind, unless the Majority Lenders request it to do so
                                         in writing and the Security Agent fails to do so within fourteen days after receipt of
                                         that request.



 


		27.21	Custodians
                                         and Nominees



 


The
Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust
as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating
to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand,
cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it
under this Agreement or be bound to supervise the proceedings or acts of any person.


 


		27.22	Delegation
                                         by the Security Agent



 


		27.22.1	Each
                                         of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power
                                         of attorney or otherwise to any person for any period, all or any right, power, authority
                                         or discretion vested in it in its capacity as such.



 


		27.22.2	That
                                         delegation may be made upon any terms and conditions (including the power to sub-delegate)
                                         and subject to any restrictions that the Security Agent, that Receiver or that Delegate
                                         (as the case may be) may, in its discretion, think fit in the interests of the Secured
                                         Parties.



 


		27.22.3	No
                                         Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible
                                         for any damages, costs or losses incurred by reason of any misconduct, omission or default
                                         on the part of, any such delegate or sub-delegate.



 






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		27.23	Additional
                                         Security Agents



 


		27.23.1	The
                                         Security Agent may at any time appoint (and subsequently remove) any person to act as
                                         a separate trustee or as a co-trustee jointly with it:



 


		(a)	if
                                         it considers that appointment to be in the interests of the Secured Parties;



 


		(b)	for
                                         the purposes of conforming to any legal requirement, restriction or condition which the
                                         Security Agent deems to be relevant; or



 


		(c)	for
                                         obtaining or enforcing any judgment in any jurisdiction,



 


and the Security Agent shall give
prior notice to the Borrower and the Finance Parties of that appointment.


 


		27.23.2	Any
                                         person so appointed shall have the rights, powers, authorities and discretions (not exceeding
                                         those given to the Security Agent under or in connection with the Finance Documents)
                                         and the duties, obligations and responsibilities that are given or imposed by the instrument
                                         of appointment.



 


		27.23.3	The
                                         remuneration that the Security Agent may pay to that person, and any costs and expenses
                                         (together with any applicable VAT) incurred by that person in performing its functions
                                         pursuant to that appointment shall, for the purposes of this Agreement, be treated as
                                         costs and expenses incurred by the Security Agent.



 


		27.24	Acceptance
                                         of Title



 


The
Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that
any Obligor may have to any of the Secured Property and shall not be liable for, or bound to require any Obligor to remedy, any
defect in its right or title.


 


		27.25	Winding
                                         up of Trust



 


If
the Security Agent, with the approval of the Agent, determines that:


 


		27.25.1	all
                                         of the Secured Liabilities and all other obligations secured by the Security Documents
                                         have been fully and finally discharged; and



 


		27.25.2	no
                                         Secured Party is under any commitment, obligation or liability (actual or contingent)
                                         to make advances or provide other financial accommodation to any Obligor pursuant to
                                         the Finance Documents,



 


then:


 


		(a)	the
                                         trusts set out in this Agreement shall be wound up and the Security Agent shall release,
                                         without recourse or warranty, all of the Transaction Security and the rights of the Security
                                         Agent under each of the Security Documents; and



 


		(b)	any
                                         Security Agent which has resigned pursuant to Clauses 27.12.1 to 27.12.8 (Resignation
                                         of the Agent and the Security Agent) above shall release, without recourse or warranty,
                                         all of its rights under each Security Document.



 


		27.26	Powers
                                         Supplemental to Trustee Acts



 


The
rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall
be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent
by law or regulation or otherwise.


 






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		27.27	Disapplication
                                         of Trustee Acts



 


Section
1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the
trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000
and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail
and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction
or exclusion for the purposes of that Act.


 


		27.28	Role of the Account Banks



 


		27.28.1	The Account Bank shall not
                                         be responsible to the Borrower for the non-payment of any sums owing under the Finance
                                         Documents which could be paid out of money standing to the credit of the Accounts, nor
                                         shall any of the Agent, the Account Bank, or any other Finance Party be liable for any
                                         withdrawal from an Account wrongly made (except for wilful misconduct or gross negligence
                                         by the Agent or the Account Bank).



 


		27.28.2	The Account Bank (in its
                                         capacity as account bank) is not responsible:



 


		(a)	for the adequacy, the accuracy
                                         and/or completeness of any information supplied to it by the Agent or the Borrower given
                                         to it in connection with this Agreement, or the transactions contemplated herein;



 


		(b)	for the legality, validity,
                                         effectiveness, adequacy or enforceability of any Finance Document and any instruction
                                         received by it from the Agent; and



 


		(c)	for verifying:



 


		(i)	compliance by the Borrower with
                                         this Agreement or the other Finance Documents; or



 


		(ii)	whether a Default has occurred
                                         or is continuing.



 


		27.29	Undertakings of Hedge Counterparties



 


		27.29.1	Each Hedge Counterparty
                                         undertakes to the other Finance Parties that it will not, other than in accordance with
                                         Clause 22.25 (Hedging):



 


		(a)	terminate or close out any
                                         hedging transaction; or



 


		(b)	assign or transfer any of its
                                         rights, obligations or benefits under any Hedging Agreement.



 


		27.29.2	The Hedge Counterparties
                                         shall not be entitled to enforce, or take any step towards enforcing any of the Hedging
                                         Liabilities, any of the hedging transactions, unless the written instruction of the Security
                                         Agent (acting on the instructions of the Majority Lenders) has first been obtained.



 


		27.30	Rights of Hedge Counterparties



 


Upon:


 


		27.30.1	any corporate action, legal
                                         proceeding or other procedure or step described in paragraph (a) of Clause 23.7
                                         (Insolvency proceedings) being initiated; or



 


		27.30.2	any of the circumstances
                                         described in Clause 23.6 (Insolvency) applying,



 






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in relation to the Borrower, the
Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of the Borrower to:


 


		27.30.3	receive or recover (whether
                                         by set-off or otherwise) any payment in respect of any liabilities of the Borrower under
                                         any Hedging Agreement, provided that it shall apply such payment in accordance with the
                                         provisions of Clause 30 (Sharing among the Finance Parties); or



 


		27.30.4	claim and prove in the liquidation
                                         of the Borrower for liabilities under any Hedging Agreement owing to it.



 


		27.31	No voting rights



 


The Hedge Counterparties shall
not be entitled to vote on any matter where a decision of the Lenders (or any of them) alone is required, whether before or after
the termination or close out of any Hedging Agreement, provided that each Hedge Counterparty shall be entitled to vote on any
matter where a decision of all the Finance Parties is expressly required, and that such Hedge Counterparty which is also a Lender
will be entitled to vote in a decision of the Lenders, in its capacity as Lender.


 


		27.32	Exercise of powers and discretions
                                         by Finance Parties



 


Where a Finance Party is required,
under the terms of this Agreement or any Finance Document, to act reasonably in the exercise of any right, power or discretion
(however described), such requirement shall not apply at any time during which an Event of Default has occurred and is continuing.


 


		28.	Conduct
                                         of business by the Finance Parties



 


No provision of this Agreement
will:


 


		28.1.1	interfere with the right
                                         of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it
                                         thinks fit;



 


		28.1.2	oblige any Finance Party
                                         to investigate or claim any credit, relief, remission or repayment available to it or
                                         the extent, order and manner of any claim; or



 


		28.1.3	oblige any Finance Party
                                         to disclose any information relating to its affairs (tax or otherwise) or any computations
                                         in respect of Tax.



 


		29.	Application
                                         of Proceeds



 


		29.1	Order
                                         of application



 


Subject
to Clause 29.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant
to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction
Security (for the purposes of this Clause 29.1, the “Recoveries”) shall be held by the Security Agent on trust
to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject
to the provisions of this Clause 29.1, in the following order:


 


		29.1.1	in
                                         discharging any sums owing to the Security Agent, any Receiver or any Delegate;



 


		29.1.2	in
                                         payment of all costs and expenses incurred by the Agent or any Secured Party in connection
                                         with any realisation or enforcement of the Transaction Security taken in accordance with
                                         the terms of this Agreement; and



 


		29.1.3	in
                                         payment to the Agent for application in accordance with Clause 31.5 (Partial payments).



 






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		29.2	Prospective
                                         liabilities



 


Following
acceleration the Security Agent may, in its discretion, hold any amount of the Recoveries in an interest bearing suspense or impersonal
account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security
Agent shall think fit (the interest being credited to the relevant account) for later application under Clause 29.1 (Order
of application) in respect of:


 


		29.2.1	any
                                         sum to the Security Agent, any Receiver or any Delegate; and



 


		29.2.2	any
                                         part of the Secured Liabilities,



 


that the Security Agent reasonably
considers, in each case, might become due or owing at any time in the future.


 


		29.3	Investment
                                         of proceeds



 


Prior
to the application of the proceeds of the Recoveries in accordance with Clause 29.1 (Order of application) the Security
Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the
name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think
fit (the interest being credited to the relevant account) pending the application from time to time of those moneys in the Security
Agent’s discretion in accordance with the provisions of this Clause 29.3.


 


		29.4	Currency
                                         Conversion



 


		29.4.1	For
                                         the purpose of, or pending the discharge of, any of the Secured Liabilities the Security
                                         Agent may convert any moneys received or recovered by the Security Agent from one currency
                                         to another, at a market rate of exchange.



 


		29.4.2	The
                                         obligations of any Obligor to pay in the due currency shall only be satisfied to the
                                         extent of the amount of the due currency purchased after deducting the costs of conversion.



 


		29.5	Permitted
                                         Deductions



 


The
Security Agent shall be entitled, in its discretion:


 


		29.5.1	to
                                         set aside by way of reserve amounts required to meet, and to make and pay, any deductions
                                         and withholdings (on account of taxes or otherwise) which it is or may be required by
                                         any applicable law to make from any distribution or payment made by it under this Agreement;
                                         and



 


		29.5.2	to
                                         pay all Taxes which may be assessed against it in respect of any of the Secured Property,
                                         or as a consequence of performing its duties, or by virtue of its capacity as Security
                                         Agent under any of the Finance Documents or otherwise (other than in connection with
                                         its remuneration for performing its duties under this Agreement).



 


		29.6	Good
                                         Discharge



 


		29.6.1	Any
                                         payment to be made in respect of the Secured Liabilities by the Security Agent may be
                                         made to the Agent on behalf of the Finance Parties and any payment made in that way shall
                                         be a good discharge, to the extent of that payment, by the Security Agent.



 


		29.6.2	The
                                         Security Agent is under no obligation to make the payments to the Agent under paragraph 29.6.1
                                         above in the same currency as that in which the obligations and liabilities owing to
                                         the relevant Finance Party are denominated.



 






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		30.	Sharing
                                         among the Finance Parties



 


		30.1	Payments
                                         to Finance Parties



 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 31 (Payment
mechanics) (a ”Recovered Amount”) and applies that amount to a payment due under the Finance Documents
then:


 


		30.1.1	the
                                         Recovering Finance Party shall, within three Business Days, notify details of the receipt
                                         or recovery to the Agent;



 


		30.1.2	the
                                         Agent shall determine whether the receipt or recovery is in excess of the amount the
                                         Recovering Finance Party would have been paid had the receipt or recovery been received
                                         or made by the Agent and distributed in accordance with Clause 31 (Payment mechanics),
                                         without taking account of any Tax which would be imposed on the Agent in relation to
                                         the receipt, recovery or distribution; and



 


		30.1.3	the
                                         Recovering Finance Party shall, within three Business Days of demand by the Agent, pay
                                         to the Agent an amount (the “Sharing Payment”) equal to such receipt
                                         or recovery less any amount which the Agent determines may be retained by the Recovering
                                         Finance Party as its share of any payment to be made, in accordance with Clause 31.5
                                         (Partial payments).



 


		30.2	Redistribution
                                         of payments



 


The
Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties
(other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 31.5 (Partial
payments) towards the obligations of that Obligor to the Sharing Finance Parties.


 


		30.3	Recovering
                                         Finance Party’s rights



 


On a distribution by the Agent
under Clause 31.2 (Distributions by Agent) of a payment received by a Recovering Finance Party from an Obligor, as between
the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be
treated as not having been paid by that Obligor.


 


		30.4	Reversal
                                         of redistribution



 


If any part of the Sharing Payment
received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		30.4.1	each Sharing Finance Party
                                         shall, upon request of the Agent, pay to the Agent for the account of that Recovering
                                         Finance Party an amount equal to the appropriate part of its share of the Sharing Payment
                                         (together with an amount as is necessary to reimburse that Recovering Finance Party for
                                         its proportion of any interest on the Sharing Payment which that Recovering Finance Party
                                         is required to pay) (the “Redistributed Amount”);
                                         and



 


		30.4.2	as
                                         between the relevant Obligor and each relevant Sharing Finance Party, an amount equal
                                         to the relevant Redistributed Amount will be treated as not having been paid by that
                                         Obligor.



 


		30.5	Exceptions



 


		30.5.1	This
                                         Clause 30 shall not apply to the extent that the Recovering Finance Party would not,
                                         after making any payment pursuant to this Clause, have a valid and enforceable claim
                                         against the relevant Obligor.



 


		30.5.2	A
                                         Recovering Finance Party is not obliged to share with any other Finance Party any amount
                                         which the Recovering Finance Party has received or recovered as a result of taking legal
                                         or arbitration proceedings, if:



 


		(a)	it
                                         notified that other Finance Party of the legal or arbitration proceedings; and



 


		(b)	that
                                         other Finance Party had an opportunity to participate in those legal or arbitration proceedings
                                         but did not do so as soon as reasonably practicable having received notice and did not
                                         take separate legal or arbitration proceedings.



 






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		31.	Payment
                                         mechanics



 


		31.1	Payments to the Agent



 


		31.1.1	On
                                         each date on which an Obligor or a Lender is required to make a payment under a Finance
                                         Document, that Obligor or Lender shall make the same available to the Agent (unless a
                                         contrary indication appears in a Finance Document) for value on the due date at the time
                                         and in such funds specified by the Agent as being customary at the time for settlement
                                         of transactions in the relevant currency in the place of payment.



 


		31.1.2	Payment shall be made to
                                         such account in the principal financial centre of the country of that currency (or, in
                                         relation to Euro, in a principal financial centre in a Participating
                                         Member State or Vienna, as specified by the Agent) and with such bank as the Agent, in
                                         each case, specifies.



 


		31.2	Distributions
                                         by the Agent



 


Each payment received by the Agent
under the Finance Documents for another Party shall, subject to Clause 31.3 (Distributions to an Obligor) and Clauses 31.4
(Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account
as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in
the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of
a Participating Member State or London, as specified by that Party).


 


		31.3	Distributions
                                         to an Obligor



 


The
Agent may (with the consent of the Obligor or in accordance with Clause 32 (Set-off)) apply any amount received by it for
that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor
under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.


 


		31.4	Clawback
                                         and pre-funding



 


		31.4.1	Where
                                         a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent
                                         is not obliged to pay that sum to that other Party (or to enter into or perform any related
                                         exchange contract) until it has been able to establish to its satisfaction that it has
                                         actually received that sum.



 


		31.4.2	Unless
                                         paragraph 31.4.3 below applies, if the Agent pays an amount to another Party and it proves
                                         to be the case that the Agent had not actually received that amount, then the Party to
                                         whom that amount (or the proceeds of any related exchange contract) was paid by the Agent
                                         shall on demand refund the same to the Agent together with interest on that amount from
                                         the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect
                                         its cost of funds.



 


		31.4.3	If
                                         the Agent has notified the Lenders that it is willing to make available amounts for the
                                         account of the Borrower before receiving funds from the Lenders then if and to the extent
                                         that the Agent does so but it proves to be the case that it does not then receive funds
                                         from a Lender in respect of a sum which it paid to the Borrower:



 


		(a)	the
                                         Agent shall notify the Borrower of that Lender’s identity and the Borrower shall
                                         on demand refund it to the Agent; and



 


		(b)	the
                                         Lender by whom those funds should have been made available or, if that Lender fails to
                                         do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the
                                         Agent) which will indemnify the Agent against any funding cost incurred by it as a result
                                         of paying out that sum before receiving those funds from that Lender.



 






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		31.5	Partial
                                         payments



 


		31.5.1	If
                                         the Agent receives or recovers a payment for application against amounts due in respect
                                         of any Finance Document that is insufficient to discharge all the amounts then due and
                                         payable by the Obligors under the Finance Documents, the Agent shall apply that payment
                                         towards the obligations of that Obligors under the Finance Documents in the following
                                         order:



 


		(a)	first, in or towards
                                         payment pro rata of any unpaid amount owing to the Agent, the Security Agent, any Receiver
                                         or any Delegate under the Finance Documents;



 


		(b)	second,
                                         in or towards payment of any accrued interest, fee or commission due but unpaid under
                                         the Finance Documents (other than under the Hedging Agreements);



 


		(c)	third, in or towards
                                         payment of any principal due but unpaid under this Agreement;



 


		(d)	fourth, in or towards
                                         payment pro rata of any other sum due but unpaid under the Finance Documents (other than
                                         any Hedge Document);



 


		(e)	fifth, in or towards
                                         payment of any periodical amounts, or payments representing interest, due to the Hedge
                                         Counterparty under any Hedge Document; and



 


		(f)	sixth,
                                         in or towards payment of any hedging termination amount due under any Hedging Agreement.



 


		31.5.2	The Agent shall, if so directed
                                         by all the Lenders, vary the order set out in paragraphs 31.5.1(b) to 31.5.1(f) above.
                                         Any such variation may include the re-ordering of obligations set out in any such paragraph.



 


		31.5.3	Clauses 31.5.1 and 31.5.1(b)
                                         will override any appropriation made by an Obligor.



 


		31.6	No set-off by Obligors



 


		31.6.1	All
                                         payments to be made by an Obligor under the Finance Documents shall be calculated and
                                         be made without (and free and clear of any deduction for) set-off or counterclaim.



 


		31.6.2	Paragraph
                                         31.6.1 above shall not affect the operation of any payment or close-out netting in respect
                                         of any amounts owing under any Hedging Agreement.



 


		31.7	Business Days



 


		31.7.1	Any payment which is due
                                         to be made on a day that is not a Business Day shall be made on the next Business Day
                                         in the same Month (if there is one) or the preceding Business Day (if there is not).



 


		31.7.2	During any extension of the
                                         due date for payment of any principal or Unpaid Sum under this Agreement interest is
                                         payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


		31.8	Currency of account



 


		31.8.1	Subject to Clauses 31.8.2
                                         to 31.8.5 below, Euro is the currency of account and payment for any sum due from an
                                         Obligor under any Finance Document.



 


		31.8.2	A
                                         repayment of a Loan or Unpaid Sum or part of a Loan or Unpaid Sum shall be made in the
                                         currency in which that Loan or Unpaid Sum is denominated on its due date.



 






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		31.8.3	Each payment of interest
                                         shall be made in the currency in which the sum in respect of which that interest was
                                         payable was denominated when that interest accrued.



 


		31.8.4	Each payment in respect of
                                         costs, expenses or Taxes shall be made in the currency in which the costs, expenses or
                                         Taxes are incurred.



 


		31.8.5	Any
                                         amount expressed to be payable in a currency other than Euro shall be paid in that other
                                         currency.



 


		31.9	Change
                                         of currency



 


		31.9.1	Unless otherwise prohibited
                                         by law, if more than one currency or currency unit are at the same time recognised by
                                         the central bank of any country as the lawful currency of that country, then:



 


		(a)	any reference in the Finance
                                         Documents to, and any obligations arising under the Finance Documents in, the currency
                                         of that country shall be translated into, or paid in, the currency or currency unit of
                                         that country designated by the Agent (after consultation with the Borrower); and



 


		(b)	any translation from one currency
                                         or currency unit to another shall be at the official rate of exchange recognised by the
                                         central bank for the conversion of that currency or currency unit into the other, rounded
                                         up or down by the Agent (acting reasonably).



 


		31.9.2	If a change in any currency
                                         of a country occurs, this Agreement will, to the extent the Agent (acting reasonably
                                         and after consultation with the Borrower) specifies to be necessary, be amended to comply
                                         with any generally accepted conventions and market practice in the Relevant Interbank
                                         Market and otherwise to reflect the change in currency.



 


		31.10	Disruption
                                         to payment systems etc.



 


If either the Agent determines
(in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has
occurred:


 


		31.10.1	the
                                         Agent may, and shall if requested to do so by the Borrower, consult with the Borrower
                                         with a view to agreeing with the Borrower such changes to the operation or administration
                                         of a Facility as the Agent may deem necessary in the circumstances;



 


		31.10.2	the Agent shall not be obliged
                                         to consult with the Borrower in relation to any changes mentioned in paragraph (a) if,
                                         in its opinion, it is not practicable to do so in the circumstances and, in any event,
                                         shall have no obligation to agree to such changes;



 


		31.10.3	the
                                         Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph
                                         31.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable
                                         to do so in the circumstances;



 


		31.10.4	any
                                         such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally
                                         determined that a Disruption Event has occurred) be binding upon the Parties as an amendment
                                         to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding
                                         the provisions of Clause 37 (Amendments and waivers); and



 


		31.10.5	the
                                         Agent shall not be liable for any damages, costs or losses whatsoever (including, without
                                         limitation for negligence, gross negligence or any other category of liability whatsoever
                                         but not including any claim based on the fraud of the Agent) arising as a result of its
                                         taking, or failing to take, any actions pursuant to or in connection with this Clause 31.10.



 


		31.10.6	the
                                         Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph 31.10.4
                                         above.



 






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		31.11	Application
                                         of certain provisions to Hedging Agreements



 


		31.11.1	References in the following
                                         Clauses to Finance Documents shall not include any Hedging Agreement, respectively: Clause 12.3
                                         (Tax indemnity), Clause 13 (Increased Costs), Clause 14 (Other
                                         indemnities), Clause 15 (Mitigation by the Lender), Clause 16 (Costs
                                         and expenses), Clause 29 (Payment mechanics), Clause 34 (Calculations
                                         and certificates), Clause 35 (Partial invalidity), Clause 36 (Remedies
                                         and waivers), Clause 37 (Amendments and waivers) and Clause 38.6.2
                                         (Counterparts).



 


		31.11.2	References in Clause 33
                                         (Notices) to Finance Documents shall not include Hedging Agreements.



 


		31.11.3	References in Clause 38
                                         (Confidentiality) to Finance Parties shall not apply in respect of the Hedging
                                         Agreements.



 


		32.	Set-off



 


A Finance Party may set off any
matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against
any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency
of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market
rate of exchange in its usual course of business for the purpose of the set-off.


 


		33.	Notices



 


		33.1	Communications in writing



 


Any communication to be made under
or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.


 


		33.2	Addresses



 


		33.2.1	The address and fax number
                                         (and the department or officer, if any, for whose attention the communication is to be
                                         made) of each Party for any communication or document to be made or delivered under or
                                         in connection with the Finance Documents is:



 


		(a)	in
                                         the case of the Obligors, that identified with its name below;



 


		(b)	in
                                         the case of each Lender and each Hedge Counterparty, that that identified with its name
                                         below or notified in writing to the Agent on or prior to the date on which it becomes
                                         a Party; and



 


		(c)	in
                                         the case of the Agent and the Security Agent, that identified with its name below,



 


or any substitute address or fax
number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change
is made by the Agent) by not less than five Business Days’ notice.


 






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		33.2.2	The addresses referred to
                                         in Clause 33.2.1(a) and 33.2.1(c) are as follows:



 


		(a)	The Borrower:



 


Bucuresti Turism S.A.

63-81 Calea Victoriei Street

Sector 1

Bucharest


 


Attention:Mr Maimon Moshe Cohen


 


Fax:+40 21 315 46 43


 


		(b)	The Guarantor:



 


Elbit Imaging Ltd.


 


7 Motah-Gur Street


 


Petah Tikva


 


Israel


 


Attention:Mr Doron Moshe, Chief
Executive Officer


 


Fax:+972 36086050


 


		(c)	BEAH:



 


BEA Hotels Eastern Europe B.V.


 


Rietlandpark 125

1019 DT Amsterdam

The Netherlands


 


Attention:Mr Alon Elmalich


 


Fax:+31 203449561


 


		(d)	Romextur:



 


Romextur S.A.


 


4 Luterana str.

District 1, Bucharest

Romania


 


Attention:Mr Maimon Moshe Cohen


 


Fax:+40 21 315 46 43]


 


		(e)	The Lenders:



 


Raiffeisen Bank International AG


 


Am Stadtpark 9

1030 Vienna

Austria


 


Attention:Mrs Daniela Oberti-Willeit/Mr
Michael Weitersberger


 


Fax:+43 1 71707 1827


 


Raiffeisen Bank SA


 


Sky Tower Building, 246C Calea Floreasca,

Sector 1, Bucharest,

Romania


 


Attention:Luminita Gheorghe/Simona
Panaitescu


 


E-Mail:luminita-iuliana.gheorghe@raiffeisen.ro


 


simona.panaitescu@raiffeisen.ro


 


Fax:+40 21 230 07 00






    121


     


    

 


		(f)	The Hedge Counterparty:



 


Raiffeisen Bank SA


 


Sky Tower Building, 246C Calea Floreasca,

Sector 1, Bucharest,

Romania


 


Attention:Luminita Gheorghe/Simona
Panaitescu


 


E-Mail:luminita-iuliana.gheorghe@raiffeisen.ro


 


simona.panaitescu@raiffeisen.ro


 


Fax:+40 21 230 07 00


 


		(g)	The Agent:



 


Raiffeisen Bank International AG


 


Am Stadtpark 9

1030 Vienna

Austria


 


Attention:Mrs. Daniela Oberti-Willeit/Mr
Michael Weitersberger


 


Fax:+43 1 71707 1827


 


		E-Mail:	daniela.oberti-willeit@rbinternational.com



 


			michael.weitersberger@rbinternational.com



 


repfmo@rbinternational.com


 


		(h)	The Security Agent:



 


Raiffeisen Bank International AG


 


Am Stadtpark 9

1030 Vienna

Austria


 


Attention:Mrs. Daniela Oberti-Willeit/Mr
Michael Weitersberger


 


Fax:+43 1 71707 1827


 


		E-Mail:	daniela.oberti-willeit@rbinternational.com



 


michael.weitersberger@rbinternational.com


 


repfmo@rbinternational.com]


 


		33.3	Delivery



 


		33.3.1	Any
                                         communication or document made or delivered by one person to another under or in connection
                                         with the Finance Documents will only be effective:



 


		(a)	if by way of fax, when received
                                         in legible form; or



 






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		(b)	if by way of letter, when it
                                         has been left at the relevant address or, if posted, two Business Days (or, in the case
                                         of airmail, five Business Days) after being deposited in the post postage prepaid (or,
                                         as the case may be, airmail postage prepaid) in an envelope addressed to it at that address;



 


and, if a particular department
or officer is specified as part of its address details provided under Clause 33.2 (Addresses), if addressed to that
department or officer.


 


		33.3.2	Any communication or document
                                         to be made or delivered to the Agent or the Security Agent will be effective only when
                                         actually received by the Agent or the Security Agent and then only if it is expressly
                                         marked for the attention of the department or officer identified with the Agent’s
                                         or the Security Agent’s signature below (or any substitute department or officer
                                         as the Agent or Security Agent shall specify for this purpose).



 


		33.3.3	All
                                         notices from or to an Obligor shall be sent through the Agent.



 


		33.3.4	Any
                                         communication or document made or delivered to the Borrower in accordance with this Clause will
                                         be deemed to have been made or delivered to each of the Obligors.



 


		33.3.5	Any
                                         communication or document which becomes effective, in accordance with paragraphs 33.3.1
                                         to 33.3.4 above, after 5.00 p.m. in the place of receipt
                                         shall be deemed only to become effective on the following day.



 


		33.4	Notification of address and fax
                                         number



 


Promptly upon changing its own
address or fax number, the Agent shall notify the other Parties.


 


		33.5	Electronic
                                         communication



 


		33.5.1	Any
                                         communication to be made between any two Parties under or in connection with the Finance
                                         Documents may be made by electronic mail or other electronic means (including, without
                                         limitation, by way of posting to a secure website) if those two Parties:



 


		(a)	notify
                                         each other in writing of their electronic mail address and/or any other information required
                                         to enable the transmission of information by that means; and



 


		(b)	notify
                                         each other of any change to their address or any other such information supplied by them
                                         by not less than five Business Days’ notice.



 


		33.5.2	Any
                                         such electronic communication as specified in paragraph 33.5.1 above to be made
                                         between an Obligor and a Finance Party may only be made in that way to the extent that
                                         those two Parties agree that, unless and until notified to the contrary, this is to be
                                         an accepted form of communication. By signing this Agreement each Party agrees that electronic
                                         communication is an accepted form of communication.



 


		33.5.3	Any
                                         such electronic communication as specified in paragraph 33.5.1 above made between
                                         any two Parties will be effective only when actually received (or made available) in
                                         readable form and in the case of any electronic communication made by a Party to the
                                         Agent or the Security Agent only if it is addressed in such a manner as the Agent or
                                         the Security Agent shall specify for this purpose.



 


		33.5.4	Any
                                         electronic communication which becomes effective, in accordance with paragraph 33.5.3
                                         above, after 5:00 p.m. in the place in which the Party to whom the relevant communication
                                         is sent or made available has its address for the purpose of this Agreement shall be
                                         deemed only to become effective on the following day.



 






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		33.5.5	Any
                                         reference in a Finance Document to a communication being sent or received shall be construed
                                         to include that communication being made available in accordance with this clause 33.5.



 


		33.6	English language



 


		33.6.1	Any notice given under or
                                         in connection with any Finance Document must be in English.



 


		33.6.2	All other documents provided
                                         under or in connection with any Finance Document must be:



 


		(a)	save for Transaction Security
                                         Documents as applicable, in English; or



 


		(b)	if not in English, and if so
                                         required by the Agent, accompanied by a certified English translation and, in this case,
                                         the English translation will prevail unless the document is a constitutional, statutory
                                         or other official document.



 


		34.	Calculations
                                         and certificates



 


		34.1	Accounts



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance
Party are prima facie evidence of the matters to which they relate.


 


		34.2	Certificates and determinations



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


		34.3	Day count convention



 


Any interest, commission or fee
accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days.


 


		35.	Partial
                                         invalidity



 


If, at any time, any provision
of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		36.	Remedies
                                         and waivers



 


No failure to exercise, nor any
delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under the Finance Documents shall
operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or
the exercise of any other right or remedy. No election to affirm any Finance Document on the part of any Finance Party or Secured
Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further
or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are
cumulative and not exclusive of any rights or remedies provided by law.


 






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		37.	Amendments
                                         and waivers



 


		37.1	Required
                                         consents



 


		37.1.1	Subject to Clause 37.2 (All
                                         Lender matters) and Clause 37.3 (Other exceptions), any term of the Finance
                                         Documents may be amended or waived only with the written consent of the Majority Lenders
                                         and the Obligors and any such amendment or waiver will be binding on all Parties.



 


		37.1.2	The
                                         Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by
                                         this Clause 37.



 


		37.1.3	Without
                                         prejudice to the generality of paragraphs 27.7.3, 27.7.4 and 27.7.5 of clause 27.7 (Rights
                                         and discretions), the Agent may engage, pay for and rely on the services of lawyers
                                         in determining the consent level required for and effecting any amendment, waiver or
                                         consent under this Agreement.



 


		37.1.4	The
                                         Guarantor, BEAH and Romextur agree to any amendment or waiver permitted by this Clause 37.1
                                         which is agreed to by the Borrower. This includes any amendment or waiver which would,
                                         but for this paragraph 37.1.4 require the consent of all of the Obligors.



 


		37.2	All
                                         Lender matters



 


An amendment, waiver or
(in the case of a Transaction Security Document) a consent of, or in relation to, any term of a Finance Document that has the
effect of changing or which relates to:


 


		37.2.1	the
                                         definition of “Majority Lenders” in Clause 1.1(Definitions);



 


		37.2.2	an
                                         extension to the date of payment of any amount under the Finance Documents;



 


		37.2.3	a
                                         reduction in the Margin or a reduction in the amount of any payment of principal, interest,
                                         fees or commission payable;



 


		37.2.4	a
                                         change in currency of payment of any amount under the Finance Documents;



 


		37.2.5	an
                                         increase in any Commitment or the Total Commitments, an extension of any Availability
                                         Period or any requirement that a cancellation of Commitments reduces the Commitments
                                         rateably under the Facility;



 


		37.2.6	a
                                         change to the Borrower, BEAH or the Guarantor;



 


		37.2.7	any
                                         provision which expressly requires the consent of all the Lenders;



 


		37.2.8	Clause
                                         2.2 (Finance Parties’ rights and obligations), Clause 7.5 (Mandatory
                                         prepayment – disposals), 7.6 (Mandatory prepayment – breach of financial
                                         covenants), 7.7 (Other mandatory prepayment), Clause 24 (Changes
                                         to the Lenders and Hedge Counterparties), Clause 30 (Sharing among the Finance
                                         Parties), this Clause 37.2, Clause 42 (Governing law) or Clause 43.1 (Jurisdiction);



 


		37.2.9	(other
                                         than as expressly permitted by the provisions of any Finance Document) the nature or
                                         scope of:



 


		(a)	the
                                         guarantee and indemnity set out in Clause 17 (Guarantee and Indemnity);



 


		(b)	the Secured Property; or



 


		(c)	the
                                         manner in which the proceeds of enforcement of the Transaction Security are distributed,



 


(except in the case of paragraphs
(c) and (d) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where
such sale or disposal is expressly permitted under this Agreement or any other Finance Document);


 






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		37.2.10	the
                                         release of any guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity)
                                         or of any Transaction Security unless permitted under this Agreement or any other Finance
                                         Document or relating to a sale or disposal of an asset which is the subject of the Transaction
                                         Security where such sale or disposal is expressly permitted under this Agreement or any
                                         other Finance Document; or



 


		37.2.11	if the Screen Rate is not
                                         available for euro, any amendment or waiver which relates to providing for another benchmark
                                         rate to apply in relation to euro in place of that Screen Rate (or which relates to aligning
                                         any provision of a Finance Document to the use of that benchmark rate),



 


shall not be made, or given, without
the prior consent of all the Lenders.


 


		37.3	Other
                                         exceptions



 


		37.3.1	An
                                         amendment or waiver which relates to the rights or obligations of the Agent, the Security
                                         Agent, an Account Bank or a relevant bank (each in their capacity as such) may not be
                                         effected without the consent of the Agent, the Security Agent, that Account Bank, or
                                         that relevant bank, as the case may be.



 


		37.3.2	An
                                         amendment or waiver which relates to the rights or obligations of a Hedge Counterparty
                                         (in its capacity as such) may not be effected without the consent of that Hedge Counterparty.



 


		38.	Confidential
                                         Information



 


		38.1	Confidentiality



 


Each Finance Party agrees to keep
all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 38.2 (Disclosure
of information), and to ensure that all Confidential Information is protected with security measures and a degree of care
that would apply to its own confidential information.


 


		38.2	Disclosure
                                         of information



 


Any Finance Party may disclose
any Confidential Information about the Borrower, the Obligors and the Finance Documents which that Finance Party considers appropriate
to any:


 


		38.2.1	of its Affiliates and Related
                                         Funds and any of its or their officers, directors, employees, professional advisers,
                                         auditors, partners and Representatives such Confidential Information as any Finance Party
                                         shall consider appropriate if any person to whom the Confidential Information is to be
                                         given pursuant to this Clause 38.2.1 is informed in writing of its confidential nature
                                         and that some or all of such Confidential Information may be price-sensitive information
                                         except that there shall be no such requirement to so inform if the recipient is subject
                                         to professional obligations to maintain the confidentiality of the information or is
                                         otherwise bound by requirements of confidentiality in relation to the Confidential Information;



 


		38.2.2	other
                                         person:



 


		(a)	to
                                         (or through) whom it assigns or transfers (or may potentially assign or transfer) all
                                         or any of its rights and/or obligations under one or more Finance Documents or which
                                         succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each
                                         case, and to any of that person’s Affiliates, Related Funds, Representatives and
                                         professional advisers;



 


		(b)	with
                                         (or through) whom it enters into (or may potentially enter into), whether directly or
                                         indirectly, any sub-participation in relation to, or any other transaction under which
                                         payments are to be made or may be made by reference to, one or more Finance Documents
                                         and/or one or more Obligors and to any of that person’s Affiliates, Related Funds,
                                         Representatives and professional advisers;



 






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		(c)	appointed by any Finance Party
                                         or by a person to whom paragraph (a) or (b) above applies to receive communications,
                                         notices, information or documents delivered pursuant to the Finance Documents on its
                                         behalf (including, without limitation, any person appointed under Clause 27.14.1 (Relationship
                                         with the other Finance Parties));



 


		(d)	who
                                         invests in or otherwise finances (or may potentially invest in or otherwise finance),
                                         directly or indirectly, any transaction referred to in paragraph (a) or (b) above;



 


		(e)	to
                                         whom, and to the extent that, information is required to be disclosed by any court of
                                         competent jurisdiction or any governmental, banking, taxation or other regulatory authority
                                         or similar body, the rules of any relevant stock exchange or pursuant to any applicable
                                         law or regulation;



 


		(f)	to whom information is required
                                         to be disclosed in connection with, and for the purposes of, any litigation, arbitration,
                                         administrative or other investigations, proceedings or disputes;



 


		(g)	to
                                         whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                         (or may do so) pursuant to Clause 24.9 (Security over Lenders’ rights);



 


		(h)	who
                                         is a Party, an Affiliate or any related entity of an Obligor; or



 


		(i)	with
                                         the consent of the Borrower,



 


in each case, such Confidential
Information as that Finance Party shall consider appropriate if:


 


		(i)	in relation to paragraphs (a),
                                         (b) or (c) above, the person to whom the Confidential Information is to be given has
                                         entered into a Confidentiality Undertaking except that there shall be no requirement
                                         for a Confidentiality Undertaking if the recipient is a professional adviser and is subject
                                         to professional obligations to maintain the confidentiality of the Confidential Information;



 


		(ii)	in relation to paragraph (d)
                                         above, the person to whom the Confidential Information is to be given has entered into
                                         a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality
                                         in relation to the Confidential Information they receive and is informed that some or
                                         all of such Confidential Information may be price-sensitive information; and



 


		(iii)	in relation to paragraphs
                                         (b)(e) to (b)(g) above, the person to whom the Confidential Information is to be given
                                         is informed of its confidential nature and that some or all of such Confidential Information
                                         may be price-sensitive information except that there shall be no requirement to so inform
                                         if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;



 






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		38.2.3	provider of administration/settlement
                                         services in respect of the Finance Documents, rating agency, insurer or insurance broker,
                                         or direct or indirect provider of credit protection if the service provider to whom the
                                         Confidential Information is to be given has entered into a confidentiality agreement
                                         substantially in the form of the LMA Master Confidentiality Undertaking for Use With
                                         Administration/Settlement Service Providers or such other form of confidentiality undertaking
                                         agreed between the Borrower and the relevant Finance Party, in the case of a rating agency,
                                         the rating agency to whom the Confidential Information is to be given is informed of
                                         its confidential nature and that some or all of such Confidential Information may be
                                         price-sensitive information; and



 


		38.2.4	professional advisers and
                                         service providers of it, of its Affiliates or of the persons described under Clause 38.2.2
                                         above who are under a duty of confidentiality to that Finance Party or its Affiliates
                                         or the persons described under Clause 38.2.2 above.



 


		38.2.5	The Borrower explicitly:



 


		(a)	agrees and accepts that each
                                         Finance Party incorporated in Austria electronically processes all data obtained in connection
                                         with this Agreement and the other Finance Documents and passes on secrets within the
                                         meaning of § 38 para.1 of the Austrian Banking Act (“Bankwesengesetz”)
                                         and personal data within the meaning of § 4 no. 1 of the Austrian Data Protection
                                         Act of 2000 (“Datenschutzgesetz 2000”); and



 


		(b)	releases each Finance Party
                                         incorporated in Austria from banking secrecy pursuant to § 38 para. 2 no. 5 of the
                                         Austrian Banking Act.



 


		38.2.6	The Guarantor may disclose
                                         the Finance Documents to any person to whom, and to the extent that, such information
                                         is required to be disclosed by any regulatory authority or by the rules of any stock
                                         exchange on which the Guarantor is listed, provided that any pricing information set
                                         out in Clause 11 (Fees) of this Agreement, or Clause 8 (Amendment Fees and
                                         Costs) of the Fifth Amendment Agreement shall not be disclosed without the prior
                                         written consent of the Agent (acting on the instructions of the Lenders). The Guarantor
                                         shall notify the Agent prior to any disclosure and shall provide to the Agent any disclosing
                                         report prepared by the Guarantor if requested by the Agent.



 


		38.3	Entire agreement



 


This Clause 38 constitutes
the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		38.4	Inside information



 


Each of the Finance Parties acknowledges
that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information
may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse
and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		38.5	Notification of disclosure



 


Each of the Finance Parties agrees
(to the extent permitted by law and regulation) to inform the Borrower:


 


		38.5.1	of the circumstances of any
                                         disclosure of Confidential Information made pursuant to Clause 38.2.2(f) (Disclosure
                                         of information) except where such disclosure is made to any of the persons referred
                                         to in that paragraph during the ordinary course of its supervisory or regulatory function;
                                         and



 


		38.5.2	upon becoming aware that
                                         Confidential Information has been disclosed in breach of this Clause 38 (Confidentiality).



 






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		38.6	Continuing obligations



 


The obligations in this Clause 38
are continuing and, in particular, shall survive and remain binding on each of the Finance Parties for a period of 12 months from
the earlier of:


 


		38.6.1	the date on which all amounts
                                         payable by the Obligors under or in connection with the Finance Documents have been paid
                                         in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		38.6.2	the
                                         date on which such Finance Party otherwise ceases to be a Finance Party.



 


		39.	Confidentiality
                                         of Reference Bank Rates



 


		39.1	Confidentiality
                                         and disclosure



 


		39.1.1	The
                                         Agent undertakes to keep each Reference Bank Rate confidential and not to disclose it
                                         to anyone, save to the extent permitted by paragraphs 39.1.2, 39.1.3 and 39.1.4
                                         below.



 


		39.1.2	The
                                         Agent may disclose any Reference Bank Rate to any person
                                         appointed by it to provide administration services in respect of one or more of the Finance
                                         Documents to the extent necessary to enable such service provider to provide those services
                                         if the service provider to whom that information is to be given has entered into a confidentiality
                                         agreement substantially in the form of the LMA Master Confidentiality Undertaking for
                                         Use With Administration/Settlement Service Providers or such other form of confidentiality
                                         undertaking agreed between the Agent and the relevant Lender or reference bank, as the
                                         case may be.



 


		39.1.3	The
                                         Agent may disclose any Reference Bank Rate to:



 


		(a)	any
                                         of its Affiliates and any of its or their officers, directors, employees, professional
                                         advisers, auditors, partners and Representatives if any person to whom that Reference
                                         Bank Rate is to be given pursuant to this paragraph 39.1.3(a) is informed in writing
                                         of its confidential nature and that it may be price sensitive information except that
                                         there shall be no such requirement to so inform if the recipient is subject to professional
                                         obligations to maintain the confidentiality of that Reference Bank Rate or is otherwise
                                         bound by requirements of confidentiality in relation to it;



 


		(b)	any
                                         person to whom information is required or requested to be disclosed by any court of competent
                                         jurisdiction or any governmental, banking, taxation or other regulatory authority or
                                         similar body, the rules of any relevant stock exchange or pursuant to any applicable
                                         law or regulation if the person to whom that Reference Bank Rate is to be given is informed
                                         in writing of its confidential nature and that it may be price sensitive information
                                         except that there shall be no requirement to so inform if, in the opinion of the Agent,
                                         as the case may be, it is not practicable to do so in the circumstances;



 


		(c)	any
                                         person to whom information is required to be disclosed in connection with, and for the
                                         purposes of, any litigation, arbitration, administrative or other investigations, proceedings
                                         or disputes if the person to whom that Reference Bank Rate is to be given is informed
                                         in writing of its confidential nature and that it may be price sensitive information
                                         except that there shall be no requirement to so inform if, in the opinion of the Agent,
                                         as the case may be, it is not practicable to do so in the circumstances; and



 


		(d)	any
                                         person with the consent of the relevant reference bank, as the case may be.



 






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		39.1.4	The
                                         Agent’s obligations in this Clause 39 relating to Reference Bank Rates are
                                         without prejudice to its obligations to make notifications under Clause 8.4 (Notification
                                         of rates of interest) provided that the Agent shall not include the details of any
                                         individual Reference Bank Rate as part of any such notification.



 


		39.2	Related
                                         obligations



 


		39.2.1	The
                                         Agent acknowledges that each Reference Bank Rate is or may be price sensitive information
                                         and that its use may be regulated or prohibited by applicable legislation including securities
                                         law relating to insider dealing and market abuse and the Agent undertakes not to use
                                         any Reference Bank Rate for any unlawful purpose.



 


		39.2.2	The
                                         Agent agrees (to the extent permitted by law and regulation) to inform the relevant reference
                                         bank:



 


		(a)	of
                                         the circumstances of any disclosure made pursuant to paragraph 39.1.3(b) of Clause 39.1.1
                                         (Confidentiality and disclosure) except where such disclosure is made to any of
                                         the persons referred to in that paragraph during the ordinary course of its supervisory
                                         or regulatory function; and



 


		(b)	upon
                                         becoming aware that any information has been disclosed in breach of this Clause 39.



 


		40.	CONFIRMATIONS



 


		40.1.1	Each Obligor party to this
                                         Agreement confirms to the Agent and the other Finance Parties that:



 


		(a)	it has entered into this Agreement
                                         in its own name and not as an agent, representative or trustee of another person;



 


		(b)	it has made its own independent
                                         investigation and assessment of this Agreement, the other Finance Documents and the transactions
                                         contemplated by such Finance Documents (including, without limitation, by having recourse
                                         to independent, external legal, financial or technical advisers, selected at its own
                                         discretion);



 


		(c)	its decision to enter into
                                         this Agreement, the other Finance Documents and the transactions contemplated by such
                                         Finance Documents, was not determined, or influenced by any communication, representation
                                         or statement (written or oral) made by a Finance Party (or an Affiliate of such Finance
                                         Party, or any of its representatives);



 


		(d)	it is capable of understanding
                                         (either by itself or with the assistance of its advisers) and hereby acknowledges the
                                         terms and provisions (either internal or external) of this Agreement, the other Finance
                                         Documents and the transactions contemplated by such Finance Documents, together with
                                         its obligations, liabilities, rights and remedies, arising thereunder, to which it hereby
                                         agrees; and



 


		(e)	it has negotiated with the
                                         Agent and the other Finance Parties each term and condition of this Agreement and the
                                         other Finance Documents.



 


		40.1.2	For purposes of this Clause
                                         40 (Confirmations), negotiation of terms and conditions means both:



 


		(a)	the exchange of proposals and
                                         suggestions between the Parties and reaching an agreed form of such terms and conditions;
                                         and



 


		(b)	the unconditional acceptance
                                         by one Party of the terms proposed by the other Party.



 


		40.1.3	This Agreement is entered
                                         into pursuant to the Parties’ negotiation, and represents the agreement of the
                                         Parties regarding all essential and ancillary terms and conditions of this Agreement.



 






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		41.	Counterparts



 


Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.


 


		42.	Governing
                                         law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		43.	Enforcement



 


		43.1	Jurisdiction



 


		43.1.1	The courts of England have
                                         non-exclusive jurisdiction to settle any dispute arising out of or in connection with
                                         this Agreement (including a dispute relating to the existence, validity or termination
                                         of this Agreement or any non-contractual obligation arising out of or in connection with
                                         this Agreement) (a Dispute).



 


		43.1.2	The Parties agree that the
                                         courts of England are the most appropriate and convenient courts to settle Disputes and
                                         accordingly no Party will argue to the contrary.



 


		43.1.3	This Clause 43.1 is
                                         for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented
                                         from taking proceedings relating to a Dispute in any other courts with jurisdiction.
                                         To the extent allowed by law, the Secured Parties may take concurrent proceedings in
                                         any number of jurisdictions.



 


		43.2	Service
                                         of process



 


		43.2.1	Without prejudice to any
                                         other mode of service allowed under any relevant law, each Obligor:



 


		(a)	irrevocably appoints TMF Corporate
                                         Services Limited of Pellipar House, 1st Floor, 9 Cloak Lane, London EC4R 2RU, United
                                         Kingdom as its agent for service of process in relation to any proceedings before the
                                         English courts in connection with any Finance Document; and



 


		(b)	agrees that failure by an agent
                                         for service of process to notify the relevant Obligor of the process will not invalidate
                                         the proceedings concerned.



 


		43.2.2	If any person appointed as
                                         an agent for service of process is unable for any reason to act as agent for service
                                         of process, the Borrower (on behalf of both the Obligors) must immediately (and in any
                                         event within five days of such event taking place) to appoint another agent on terms
                                         acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.



 


		43.2.3	Each Obligor expressly agrees
                                         and consents to the provisions of this Clause 43 and of Clause 42 (Governing
                                         Law).



 


		43.3	Waiver of immunity



 


Each Obligor irrevocably and unconditionally:


 


		43.3.1	agrees not to claim any immunity
                                         from proceedings brought by a Secured Party against it in relation to a Finance Document
                                         and to ensure that no such claim is made on its behalf;



 


		43.3.2	consents generally to the
                                         giving of any relief or the issue of any process in connection with those proceedings;
                                         and



 


		43.3.3	waives all rights of immunity
                                         in respect of it or its assets.



 


This Agreement has been entered into on
the date stated at the beginning of this Agreement.


 




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Schedule
1

The Original Parties


 


Part
I

The Original Obligors


 


	Name of Borrower	Registration number and sole registration
    code 
	BUCURESTI TURISM S.A.	J/40/167/1991, 1567802


 


	Name of Guarantor	Registration number (or equivalent,
    if any) 
	Elbit Imaging Ltd	550241996


 


	Name of Obligor	Registration number (or equivalent,
    if any) 
	BEA Hotels Eastern Europe B.V.	34149675
	Romextur S.A.	J40/204/1991 and sole registration code: 1572655


 


Part
II

The Original Lenders


 


	Name of Original Lender	 	Facility A Commitment	 	 	Facility B Commitment	 	 	Facility C Commitment	 
	RAIFFEISEN BANK INTERNATIONAL AG	 	€	47,010,309	 	 	€	5,567,011	 	 	€	7,422,680	 
	RAIFFEISEN BANK S.A.	 	€	28,989,691	 	 	€	3,432,989	 	 	€	4,577,320	 
	Total	 	€	76,000,000	 	 	€	9,000,000	 	 	€	12,000,000	 



 




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Schedule 2

Material Authorisations


 


		1.1	Certificate of Classification („Certificat
                                         de Clasificare”) no. 262/713 dated 21 May 2010 issued by the Ministry of Regional
                                         Development and Tourism for Radisson Blu Hotel.



 


		1.2	Certificate of Classification (“Certificat
                                         de Clasificare”) no. 2143/714 dated 27 January 2016 issued by Ministry of Regional
                                         Development and Tourism for Park Inn Hotel.



 


		1.3	Certificate of Classification („Certificat
                                         de Clasificare”) no. 10284/2279 dated 27 January 2016 issued by the Ministry of
                                         Regional Development and Tourism for the Bistro Sharkia, 2-4 Luterana street.



 


		1.4	Certificate of Classification („Certificat
                                         de Clasificare”) no. 10285/2280 dated 27 January 2016 issued by the Ministry of
                                         Regional Development and Tourism for the Sharkia Bar, 2-4 Luterana street.



 


		1.5	Authorisation for fire safety (in
                                         Romanian „Autorizatie de Securitate de Incendiu”) no. 236708 issued by I.S.U.
                                         Bucharest on 30 December 2008 for Radisson Blu, authorisation for fire safety (in Romanian
                                         „Autorizatie de Securitate de Incendiu”) no. 321357. issued by I.S.U. Bucharest
                                         on 29 February 2012 for Complex Hotelier București (D, E, F1, F2, G1, G2, I1, I2
                                         and H1 blocks)- Apart Hotel and parking (basement 1) and authorisation for fire safety
                                         (in Romanian „Autorizatie de Securitate de Incendiu”) no. 650/15/SU-B-IF-A.
                                         issued by I.S.U. Bucharest on 6 August 2015 for Apart Hotel (Park Inn) (E, F1, F2, G1,
                                         G2 blocks).



 


		1.6	Environment Authorisation (in Romanian
                                         „Autorizatie de Mediu”) no. 96 issued by the Regional Environment Agency
                                         Bucharest on 24 February 2014 and revised on 15 January 2016.



 


		1.7	Sanitary Veterinary Registration
                                         Document (in Romanian „Document de inregistrare sanitara veterinara si pentru siguranta
                                         alimentelor pentru unitatile cu vanzare cu amanuntul”) no. 4372 issued by the D.S.V.
                                         Bucharest („Directia Sanitara Veterinara si pentru Siguranta Alimentelor Bucuresti”)
                                         on 21 August 2008 for 63-81 Calea Victoriei (Radisson Blu).



 


		1.8	Sanitary Veterinary Registration
                                         Document (in Romanian „Document de inregistrare sanitara veterinara si pentru siguranta
                                         alimentelor pentru unitatile cu vanzare cu amanuntul”) no. 2937 issued by the D.S.V.
                                         Bucharest („Directia Sanitara Veterinara si pentru Siguranta Alimentelor Bucuresti”)
                                         on 11 September 2007 for 2-4 Luterana str. (Bistro).



 


		1.9	Authorisation no. D3111 dated 13
                                         January 2015 issued by the Municipality of District 1 for the public food services -
                                         N.A.C.E. 5610, 5630 (in Romanian „Autorizatie pentru desfasurarea activitatii de
                                         alimentatie publica”) for the Bistro (2-4 Luterana str.), valid until 31 December
                                         2015, as updated in accordance with the requirements of Schedule 3 (Conditions Subsequent)
                                         of the Fifth Amendment Agreement.



 


		1.10	Authorisation no. D3113 dated 13
                                         January 2015 issued by the Municipality of District 1 for the public food services -
                                         N.A.C.E. 5610, 5630 (in Romanian „Autorizatie pentru desfasurarea activitatii de
                                         alimentatie publica”) for the Radisson Blu, 63-81 Calea Victoriei, valid until
                                         31 December 2015, as updated in accordance with the requirements of Schedule 3 (Conditions
                                         Subsequent) of the Fifth Amendment Agreement.



 


		1.11	The licence for public performance
                                         with background use (in Romanian „Autorizatie neexclusiva pentru utilizarea muzicii
                                         in scop ambiental si lucrativ”) no. 7159 – Annex 17 dated 8 June 2015 issued
                                         by The Union of Phonograms Producers in Romania for Centre Ville ApartHotel and Bistro,
                                         valid until 30 June 2016.



 


		1.12	The licence for public performance
                                         with background use (in Romanian „Autorizatie neexclusiva pentru utilizarea muzicii
                                         in scop ambiental si lucrativ”) no. 7159 – Annex 19 dated 8 June 2015 issued
                                         by The Union of Phonograms Producers in Romania for Radisson Blu, valid until 30 June
                                         2016.



 




    133


     


    

 


Schedule 3

Utilisation Request


 


	From:	Bucuresti Turism S.A.




 


	To:	[Agent]




 


Dated:


 


Dear Sirs,


 


Bucuresti Turism S.A. – €97,000,000
Facilities Agreement dated [] 2016

(the Facilities Agreement)


 


		1	We refer to the Facilities Agreement.
                                         This is a Utilisation Request. Terms defined in the Agreement have the same meaning in
                                         this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2	We wish to borrow a Loan on the following
                                         terms:



 


	 	Proposed Utilisation Date:	[**                    ]
    (or, if that is not a Business Day, the next Business Day)
	 	Amount:	[**                    ]
    or, if less, the Available Facility
	 	Interest Period:	[**                    ]


 


		3	We confirm that each condition specified
                                         in Clause 4.2 (Further conditions precedent) is satisfied on the date of
                                         this Utilisation Request.



 


		4	The proceeds of this Loan should be
                                         credited to [account].



 


		5	For Facility A, any amounts to be utilised
                                         under this Utilisation Request shall be immediately applied for the purpose specified
                                         in Clause 3.1(Purpose) to the following bank accounts1:



 


		(a)	the account of the Guarantor (as
                                         sponsor) at:



 





	 	Bank: 	[** ]
	 	Account Number:	[** ]
	 	SWIFT: 	[** ]
	 	Amount:	[** ]




 


		(b)	the account of the Borrower at:



 





	 	Bank: 	[** ]
	 	Account Number:	[** ]
	 	SWIFT: 	[** ]
	 	Amount:	[** ]


 


		6	We certify that, after taking into
                                         account all other amounts which are available for application towards the same costs
                                         and expenses, the amount set out in this Utilisation Request is required to meet [to
                                         complete];



 


		7	This Utilisation Request is irrevocable.



 


Yours faithfully,


 


 






authorised signatory for

Bucuresti Turism S.A.


 





 



 



1
Order of utilisations as per Clause 3 to be observed


 




    134


     


    

 


Schedule
4

Form of Transfer Certificate


 


	To:	[●] as Agent




 


		From:	[The Existing Lender] (the
                                         “Existing Lender”) and [The New Lender] (the “New
                                         Lender”)



 


Dated:


 


Bucuresti Turism S.A. – €97,000,000
Facilities Agreement dated [] 2016

(the Facilities Agreement)


 


		1.	We refer to the Agreement. This is
                                         a Transfer Certificate. Terms defined in the Agreement have the same meaning in this
                                         Transfer Certificate unless given a different meaning in this Transfer Certificate.



 


		2.	We refer to Clause 24.5 (Procedure
                                         for transfer):



 


		(a)	The Existing Lender and the
                                         New Lender agree to the Existing Lender transferring to the New Lender by novation and
                                         in accordance with Clauses 24.5 (Procedure for transfer) all of the Existing
                                         Lender’s rights and obligations under the Agreement and the other Finance Documents
                                         which relate to that portion of the Existing Lender’s Commitment and participation
                                         in Loans under the Agreement as specified in the Schedule.



 


		(b)	The proposed Transfer Date is
                                         [●].



 


		(c)	The Facility Office and address,
                                         fax number and attention details for notices of the New Lender for the purposes of Clause
                                         33.2 (Addresses) are set out in the Schedule.



 


		3.	The New Lender expressly acknowledges
                                         the limitations on the Existing Lender’s obligations set out in Clause 24.4 (Limitation
                                         of responsibility of Existing Lenders).



 


		4.	This Transfer Certificate may be executed
                                         in any number of counterparts and this has the same effect as if the signatures on the
                                         counterparts were on a single copy of this Transfer Certificate.



 


		5.	This Transfer Certificate [and any
                                         non-contractual obligations arising out of or in connection with it are governed by English
                                         law.



 


This Transfer Certificate has
been entered into on the date stated at the beginning of this Transfer Certificate.


 


		Note:	The execution of this
                                         Transfer Certificate may not transfer a proportionate share of the Existing Lender’s
                                         interest in the Transaction Security in all jurisdictions. It is the responsibility of
                                         the New Lender to ascertain whether any other documents or other formalities are required
                                         to perfect a transfer of such a share in the Existing Lender’s Transaction
                                         Security in any jurisdiction and, if so, to arrange for execution of those documents
                                         and completion of those formalities.



 


THE
SCHEDULE



Commitment/Rights and Obligations to be Transferred


 


[insert relevant details]


 

[Facility Office address, fax number and attention details for notices and account details for payments,]


 


	[Existing Lender]	[New Lender]
	 	 
	By:	By:
	 	 
	This Transfer Certificate is accepted by the Agent
    and the Transfer Date is confirmed as [●]
	 
	[Agent]	 
	 	 
	By:	 


 



    135


     


    

 


Schedule
5

Form of Assignment Agreement


 


		To:	[●] as Agent and [●]
                                         as Borrower, for and on behalf of each Obligor



 


		From:	[the Existing Lender] (the
                                         “Existing Lender”) and [the New Lender] (the “New
                                         Lender”)



 


Dated:


 


Bucuresti Turism S.A.
– €97,000,000 Facilities Agreement dated [] 2016

(the Facilities Agreement)


 


		1.	We refer to the Agreement. This is
                                         an Assignment Agreement. Terms defined in the Agreement have the same meaning in this
                                         Assignment Agreement unless given a different meaning in this Assignment Agreement.



 


		2.	We refer to Clauses 24.6 (Procedure
                                         for assignment):



 


		(a)	The Existing Lender assigns
                                         absolutely to the New Lender all the rights of the Existing Lender under the Agreement
                                         and the other Finance Documents which relate to that portion of the Existing Lender’s
                                         Commitment and participations in Loans under the Agreement as specified in the Schedule.



 


		(b)	The Existing Lender is released
                                         from all the obligations of the Existing Lender which correspond to that portion of the
                                         Existing Lender’s Commitment and participations in Loans under the Agreement specified
                                         in the Schedule.



 


		(c)	The
                                         New Lender becomes a Party as a Lender and is bound by obligations equivalent to those
                                         from which the Existing Lender is released under paragraph (b) above.2



 


		3.	The proposed Transfer Date is [●].



 


		4.	On the Transfer Date the New Lender
                                         becomes Party to the Finance Documents as a Lender.



 


		5.	The Facility Office and address, fax
                                         number and attention details for notices of the New Lender for the purposes of Clause
                                         33.2 (Addresses) are set out in the Schedule.



 


		6.	The New Lender expressly acknowledges
                                         the limitations on the Existing Lender’s obligations set out in Clause 24.4 (Limitation
                                         of responsibility of Existing Lenders)..



 


		7.	This Assignment Agreement acts as
                                         notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance
                                         with Clause 24.8 (Copy of Transfer Certificate or Assignment Agreement to Obligors),
                                         to the Borrower (on behalf of each Obligor) of the assignment referred to in this Assignment
                                         Agreement.



 


		8.	This Assignment Agreement may be executed
                                         in any number of counterparts and this has the same effect as if the signatures on the
                                         counterparts were on a single copy of this Assignment Agreement.



 


		9.	This Assignment Agreement and any
                                         non-contractual obligations arising out of or in connection with it are governed by English
                                         law.



 


		10.	This Assignment Agreement has been
                                         entered into on the date stated at the beginning of this Assignment Agreement.



 


 






2 
If the Assignment Agreement is used in place of a Transfer Certificate in order to avoid a novation of rights/obligations for
reasons relevant to a civil jurisdiction, local law advice should be sought to check the suitability of the Assignment Agreement
due to the assumption of obligations contained in paragraph 2(c). This issue should be addressed at primary documentation stage.






    136


     


    

 


THE
SCHEDULE


 

Rights to be Assigned and Obligations to be Released and Undertaken


 


[insert relevant details]


 


[Facility office address, fax number and
attention details for notices and account details for payments]


 


	[Existing Lender]	[New Lender]




 


	By:	By:




 


This Assignment Agreement is accepted by the
Agent and the Transfer Date is confirmed as [●].


 


Signature of this Assignment Agreement by
the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent
receives on behalf of each Finance Party.


 


[Agent]


 


By:


 


		Note:	The execution of this
                                         Assignment Agreement may not transfer a proportionate share of the Existing Lender’s
                                         interest in the Security in all jurisdictions. It is the responsibility of the New Lender
                                         to ascertain whether any other documents or other formalities are required to perfect
                                         a transfer of such a share in the Existing Lender’s Security in any jurisdiction
                                         and, if so, to arrange for execution of those documents and completion of those formalities.



 




    137


     


    

 


Schedule
6

Form of Compliance
Certificate


 


To:[●] as Agent


 


From:[Borrower]


 


Dated:


 


Dear Sirs


 


Bucuresti Turism S.A. – €97,000,000
Facilities Agreement dated [] 2016

(the Facilities Agreement)


 


		1.	We refer to the Agreement. This is
                                         a Compliance Certificate. Terms defined in the Agreement have the same meaning when used
                                         in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



 


		2.	We set out below the calculation of
                                         the relevant financial covenants and we confirm that as at [set out Calculation Date]:



 


		(a)	Loan to Value Ratio is [●]
                                         per cent., and:



 


		(i)	the aggregate market value
                                         of Project Facilities (determined in accordance with the most recent Valuation of the
                                         Property at that time delivered to the Agent pursuant to Clause 16.4 (Valuations))
                                         is EUR [●]; and



 


		(ii)	the aggregate principal amount
                                         of all Loans outstanding on the Calculation Date is EUR [●].



 


		(b)	Debt Service Cover Ratio



 


		(i)	Actual Debt Service Cover Ratio
                                         for the Calculation Period ending on the Calculation Date is [●] per cent.;



 


		(ii)	EBITDA for the Calculation
                                         Period ending on the Calculation Date is EUR [●];



 


		(iii)	Debt Service for the Calculation
                                         Period ending on the Calculation Dates is EUR [●].



 


		(iv)	Projected Debt Service Cover
                                         Ratio for the Projected Calculation Period starting on the Calculation Date is [●]
                                         per cent.;



 


		(v)	Projected EBITDA for the Projected
                                         Calculation Period starting on the Calculation Date is EUR[●]; and



 


		(vi)	Projected Debt Service for
                                         the Projected Calculation Period starting on the Calculation Date is EUR[●].



 


		(c)	Yield on Debt Ratio



 


		(i)	Actual Yield on Debt Ratio
                                         for the Calculation Period ending on the Calculation Date is [●] per cent.,



 


		(ii)	Projected Yield on Debt Ratio
                                         for the Calculation Period starting on the Projected Calculation Date is [●] per
                                         cent., and:



 


		(iii)	EBITDA is [●];



 


		(iv)	Debt on the Calculation Date
                                         is [●]; and



 






    138


     


    

 


		(v)	Projected EBITDA for the Projected
                                         Calculation Period starting on the Calculation Date is EUR[●].



 


		(d)	Excess Cash for the Financial
                                         Year ending 31 December [●] is EUR [●], calculated as follows:



 


		(i)	the aggregate of, in each case
                                         for the Financial Year ending 31 December [●]:



 


		(aa)	EBITDA, being EUR [●];



 


		(bb)	any other income paid to the
                                         Borrower and to which the Agent has previously consented to, being EUR [●]; and



 


		(cc)	EUR [●], being Disposal
                                         Proceeds;



 


minus,


 


		(ii)	the aggregate of, in each
                                         case for the Financial Year ending 31 December [●]:



 


		(aa)	EUR [●], being actual
                                         FF&E costs (in an amount not exceeding the FF&E Reserve, unless otherwise approved
                                         by the Agent in writing, and excluding any amounts standing to the credit of the FF&E
                                         Reserve Account);



 


		(bb)	EUR [●], being income
                                         Taxes;



 


		(cc)	EUR [●], being Debt Service;



 


		(dd)	EUR [●], being actual
                                         Capital Expenditure;



 


		(ee)	EUR [●], being the amount
                                         of any loan or credit made available to Romextur in accordance with Clause 22.14.2; and



 


		(ff)	EUR [●], being amounts
                                         prepaid in accordance with Clause 7 (Prepayment and Cancellation).



 


		3.	[We
                                         confirm that no Default is continuing.] *



 


	Signed:		 	
	 	Director	 	Director
	 	of	 	of
	 	[Borrower]	 	[Borrower]


 


 






* If
this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken
to remedy it. 


 




    139


     


    

 


Schedule 7

Repayment Schedule


 


	Interest
    Payment Date	Repayment
    Instalment (€)
	30
    June 2016	1,293,333.33
	30
    September 2016	1,293,333.33
	31
    December 2016	1,293,333.33
	31
    March 2017	970,000
	30
    June 2017	970,000
	30
    September 2017	970,000
	31
    December 2017	970,000
	31
    March 2018	1,091,250
	30
    June 2018	1,091,250
	30
    September 2018	1,091,250
	31
    December 2018	1,091,250
	31
    March 2019	1,151,875
	30
    June 2019	1,151,875
	30
    September 2019	1,151,875
	31
    December 2019	1,151,875
	31
    March 2020	1,151,875
	30
    June 2020	1,151,875
	30
    September 2020	1,151,875
	31
    December 2020	1,151,875
	31
    December 2020 	Final
    balloon payment in an amount equal to the balance of the principal of the Loans outstanding on the Final Maturity Date. 


 




    140


     


    

 


Schedule 8

Insurance


 


Appendix 1


 


Section 1: All risks property damage insurance


 


	Cover:	Group Insurance Programme – All Risks Property
    Damage and Business Interruption including Machinery Breakdown
	 	 
	Insured:	The Rezidor Hotel Group AB (publ)
	 	 
	Property Insured:	Radisson Blu Hotel Bucharest / ParkInn
        by Radisson Bucharest Hotel & Residence Bucuresti Turism S.A.

         

        Romextur S.A.

	 	 
	Sum Insured:	Building: €100,000,000

         

        Movables: €22,000,000

	 	 
	Commencement Date:	Policy period: 1 October 2015 to 30 October 2016
	 	 
	Geographical Limits:	World-wide: Premises as reported per Insured.
	 	 
	Period:	Policy period: 1 October 2015 to 30 October 2016
	 	 
	Maximum Deductibles:	EUR 11,000 each and every loss, property damage and business interruption
    combined.
	 	 
	Principal Extensions:	Terrorism cover (limit €50,000,000
        per loss, €100,000,000 in the annual aggregate for all Rezidor hotels)

         

        Subsidence,
        landslip, heave (limit €6,000,000)

         

        Strike and riot (limit €3,000,000)

	 	 
	Principal Exclusions:	Construction / renovation works, wear, tear, gradual deterioration.
    Gradual pollution. Radioactivity. War, civil war, revolution, confiscation.


 


This is a summary, the relevant terms of the
insurance policy shall prevail. For further information refer to the evidence of the insurances provided to the Lender.



 


 






    141


     


    

 


Appendix 1


 


Section 2: All risks business interruption
insurance


 


	Indemnity:	Business Interruption as a consequence
        of a Property Damage as insured under Section 1.

         

        Same policy as Section 1 above: Group
        Insurance Programme – All Risks

         

        Property Damage and Business Interruption
        including Machinery Breakdown

	 	 
	Insured:	The Rezidor Hotel Group AB (publ)

         

        Property Insured: Radisson Blu Hotel
        Bucharest / ParkInn by Radisson Bucharest Hotel & Residence / Bucuresti Turism S.A.

         

        Romextur S.A.

	 	 
	Period of Insurance:	Policy period: 1 October 2015 to 30 October 2016
	 	 
	Sum Insured:	Business Interruption: €45,000,000 (36 months)
	 	 
	Commencement Date:	Policy period: 1 October 2015 to 30 September 2016
	 	 
	Indemnity Period:	36 months
	 	 
	Maximum Deductible:	€11,000 each and every loss, property damage and business
    interruption combined.
	 	 
	Principal Extensions:	Utility Extension (limit €5,000,000) Infectious disease, murder
    and closure (limit €2,000,000, special conditions apply)
	 	 
	Principal Exclusions:	See Section 1


 


This is a summary, the relevant terms of the
insurance policy shall prevail. For further information refer to the evidence of the insurances provided to the Lender.


 






    142


     


    

 

Appendix 1


 


Section 3: Third party/public liability
insurance


 


	Cover:	General (public) and Products Liability
	 	 
	Insured:	Group Insurance Programme for The Rezidor
        Hotel Group AB (publ)

         

        Insured companies: Bucuresti Turism S.A.,
        Romextur S.A., BEA Hotels Eastern Europe (Romania) SRL, BEA Hotels

         

        Eastern Europe BV

	 	 
	Commencement Date:	Policy period: 1 October 2015 to  1 October 2016
	 	 
	Limit of Indemnity:	€35,000,000 any one occurrence for General Liability, and
    for Products Liability only, in the annual aggregate.
	 	 
	Period of Insurance:	Policy period: 1 October 2015 to 1 October 2016
	 	 
	Maximum Deductibles:	€5,000 each occurrence
	 	 
	Geographical Limits:	Worldwide excluding operations in USA and Canada.
	 	 
	Principal Extensions:	Pure Financial Loss ; Property in the insured’s care, custody
    and control 
	 	 
	Principal Exclusions:	Motor Vehicles, Aircrafts, Watercrafts, Injury to employees, Radioactivity,
    War, civil war, revolution, riot.


 


This is a summary, the relevant terms of the
insurance policy shall prevail. For further information refer to the evidence of the insurances provided to the Lender.



 


 






    143


     


    

 


Appendix 1


 


Section 4: Other insurances


 


		1	Motor vehicle insurance effected or
                                         to be effected in the name of the Borrower in accordance with statutory requirements.



 


		2	Employer’s liability insurance
                                         effected or to be effected in the name of the Borrower in accordance with statutory requirements.



 


		3	Directors’ and officers’
                                         liability insurance provided by Allianz Tiriac Asigurari S.A .in the form disclosed to
                                         the Lender, effected or to be effected in the name of the Borrower in accordance with
                                         statutory requirements.



 


		4	Fidelity and cash theft or loss insurance
                                         effected or to be effected in the name of the Borrower in accordance with statutory requirements.



 




    144


     


    

 


Schedule 9

Timetables


 


	Delivery of a duly completed Utilisation Request (Clause 5.1
    (Delivery of a Utilisation Request) 	 	U – 3

         

        9.30 a.m. (Vienna time)
	 	 	 	 
	 	 	 	 	 	 	 
	EURIBOR is fixed	 	Quotation Day as of 11.00 a.m. Brussels time 	 	 	 	 


 


“U”=date of utilisation
or, if applicable, in the case of a Loan that has already been borrowed, the first day of the relevant Interest Period for that
Loan.


 


“U-X”=X Business Days
prior to date of utilisation.


 




    145


     


    

 


Schedule 10

Form of Forecast


 





 




    146


     


    

 


 





 




    147


     


    

 





 




    148


     


    

 


 





 




    149


     


    

 


 





 




    150


     


    

 





 


 






    151


     


    
















Schedule
2

conditions precedent


 


Part
I – Conditions Precedent to the Effective Date


 


	 	1.	Obligors


 


	 	1.1	A
    Certified Copy of the up-to-date constitutional documents of:


 


	 	1.1.1	the
    Borrower and Romextur, consisting of:


 


	 	(a)	an
    original excerpt issued no earlier than 5 days prior to the Effective Date, from the Bucharest Trade Registry, setting out
    its corporate status and showing its direct shareholding structure; and


 


	 	(b)	the
    articles of association (act constitutiv);


 


	 	1.1.2	the
    Guarantor, consisting of:


 


	 	(a)	the
    certificate of incorporation; and


 


	 	(b)	memorandum
    (if applicable) and articles of association; and


 


	 	1.1.3	BEAH
    and BEA Hotels Finance B.V., consisting of:


 


	 	(a)	the
    deed of incorporation, containing the continuous text of the articles of association (statuten);


 


	 	(b)	an
    extract (uittreksel) from the Dutch Commercial Register (Handelsregister);


 


	 	(c)	to
    the extent required by law, any board regulations (bestuursreglementen); and


 


	 	(d)	to
    the extent required by law, any assignment of duties (taakverdeling),


 


or,
if the Agent has previously received a Certified Copy, a certificate of an authorised signatory of the relevant Obligor or BEA
Hotels Finance B.V. confirming that the Certified Copy in the Agent’s possession is correct, complete, up-to-date and in
full force and effect as at the date of this Fifth Amendment Agreement.


 


	 	1.2	With
    respect to the Borrower:


 


	 	1.2.1	A
    Certified Copy of a resolution of the board of directors of the Borrower:


 


	 	(a)	approving
    the terms of, and the transactions contemplated by, the Additional Finance Documents to which it is a party and resolving
    that it execute, deliver and perform the Additional Finance Documents to which it is a party;


 


	 	(b)	authorising
    a specified person or persons to execute the Additional Finance Documents to which it is a party on its behalf; and


 


	 	(c)	authorising
    a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched
    by it under or in connection with the Additional Finance Documents to which it is a party; and


 


	 	1.2.2	a
    Certified Copy of the resolutions of the extraordinary shareholder meeting dated 07 January 2016.


 






    152


     


    

 


	 	1.3	With
    respect to each other Obligor and BEA Hotels Finance B.V., a Certified Copy of a resolution of the appropriate decision making
    body of each Obligor or of BEA Hotels Finance B.V, .party to an Additional Finance Document:


 


	 	(a)	approving
    the terms of, and the transactions contemplated by, the Additional Finance Documents to which it is a party and resolving
    that it execute, deliver and perform the Additional Finance Documents to which it is a party;


 


	 	(b)	authorising
    a specified person or persons to execute the Additional Finance Documents to which it is a party on its behalf; 


 


	 	(c)	authorising
    a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched
    by it under or in connection with the Additional Finance Documents to which it is a party; and


 


	 	(d)	in
    the case of BEA Hotels Europe B.V. and BEA Hotels Finance B.V., authorising the Borrower to act as its agent in connection
    with the Finance Documents.


 


	 	1.4	A
    specimen of the signature of each person authorised by the resolutions referred to in paragraphs 1.2.1 and 1.3 above unless
    the Agent has already received a specimen of the signature of the relevant person.


 


	 	1.5	A
    certificate of the Borrower (signed by a director) and the Guarantor (signed by a director and any two of the authorized signatories
    mentioned in the resolution of the appropriate decision making body of the Guarantor referred in Clause 1.3 above) confirming
    that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee,
    security or similar limit binding on the Borrower or the Guarantor, as applicable, to be exceeded.


 


	 	1.6	A
    certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this
    Part 1 of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended
    or superseded as at a date no earlier than the date of this Agreement.


 


	 	1.7	An
    original certificate issued no earlier than 5 days prior to the Effective Date, from the relevant bulletin for insolvency
    proceedings (in Romanian: buletinul procedurilor de insolventa), confirming that no insolvency proceeding act has been
    published therein in respect of the Borrower.


 


	 	1.8	An
    original certificate issued no earlier than 5 days prior to the Effective Date, from the relevant bulletin for insolvency
    proceedings (in Romanian: buletinul procedurilor de insolventa), confirming that no insolvency proceeding act has been
    published therein in respect of Romextur.


 


	 	2.	Finance
    Documents


 


A
copy of each of the following, duly signed and in full force and effect:


 


	 	2.1.1	the
    Fifth Amendment Agreement;


 


	 	2.1.2	the
    Subordination Agreement;


 


	 	2.1.3	the
    Addendum to the Mortgage over Bank Accounts, together with evidence that the Addendum to the Mortgage over Bank Accounts has
    been duly registered, in a form agreed by the Agent, with the Electronic Archive (such evidence to include, without limitation,
    a certificate bearing the stamp of an authorized operator of the Electronic Archive attesting registration);


 


	 	2.1.4	each
    Addendum to a Security Agreement over Accounts, together with evidence that each Addendum to a Security Agreement over Accounts
    has been duly registered, in a form agreed by the Agent, with the Electronic Archive (such evidence to include, without limitation,
    a certificate bearing the stamp of an authorized operator of the Electronic Archive attesting registration);


 


	 	2.1.5	each
    Addendum to a Security Agreement over Receivables and Insurance Policies, together with evidence that each Addendum to a Security
    Agreement over Receivables and Insurance Policies has been duly registered, in a form agreed by the Agent, with the Electronic
    Archive (such evidence to include, without limitation, a certificate bearing the stamp of an authorized operator of the Electronic
    Archive attesting registration);


 






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	 	2.1.6	each
    Addendum to a Security Agreement over Movables, together with evidence that each Addendum to a Security Agreement over Movables
    has been duly registered, in a form agreed by the Agent, with the Electronic Archive (such evidence to include, without limitation,
    a certificate bearing the stamp of an authorized operator of the Electronic Archive attesting registration);


 


	 	2.1.7	a
    notarial duplicate of each original, duly notarised Addendum to a Mortgage Agreement, together with evidence that:


 


	 	(i)	such
    Addendum to a Mortgage Agreement has been duly registered with the Land Registry (in the form of decisions of the Land Registry
    officers attesting the registration of such Addendum to a Mortgage Agreement, in a form acceptable by Agent, and issued excerpts
    for information purposes); and


 


	 	(ii)	all
    notary and Land Registry fees required for purposes of such registration have been discharged; and


 


	 	(iii)	such
    Addendum to a Mortgage Agreement has been duly registered, in a form agreed by the Security Agent, with the Electronic Archive
    (in the form of a certificate bearing the stamp of an authorized operator of the Electronic Archive attesting registration).


 


	 	2.1.8	the
    Addendum to the Shares Security Agreement (Borrower), together with evidence that the Addendum to the Shares Security Agreement
    (Borrower) has been duly registered, in a form agreed by the Agent, with:


 


	 	(a)	the
    Electronic Archive (such evidence to include, without limitation, a certificate bearing the stamp of an authorized operator
    of the Electronic Archive attesting registration); and


 


	 	(b)	the
    shareholders registry of the Borrower;


 


	 	2.1.9	the
    Addendum to the Shares Security Agreement (Romextur) , together with evidence that the Addendum to the Shares Security Agreement
    (Romextur) has been duly registered, in a form agreed by the Agent, with:


 


	 	(a)	the
    Electronic Archive (such evidence to include, without limitation, a certificate bearing the stamp of an authorized operator
    of the Electronic Archive attesting registration); and


 


	 	(b)	the
    shareholders registry of Romextur;


 


	 	2.1.10	the
    Austrian Account Pledge Agreement, together with evidence of performance of any perfection requirements specified therein;
    and


 


	 	2.1.11	each
    notice given jointly by the Borrower and Security Agent to each Account Bank under each Control over Bank Accounts, to inform
    each Account Bank of the amendments to the Original Facility Agreement and, respectively, to the Mortgage over Bank Accounts.


 


	 	3.	Reports


 


	 	3.1	The
    Initial Valuation (as defined in Schedule 1 (Amended and Restated Facility Agreement)).


 






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	 	3.2	The
    Original Financial Statements (as defined in Schedule 1 (Amended and Restated Facility Agreement)).


 


	 	3.3	An
    updated Budget, updated in accordance with the provisions of the Original Facilities Agreement to include changes to the Project
    Facilities.


 


	 	3.4	The
    first Forecast prepared by the Borrower as required under Clause 20.9.2 of Schedule 1 (Amended and Restated Facility Agreement),
    for the period beginning on 1 January 2016 and ending on 31 December 2021.


 


	 	3.5	A
    written commitment (together with an agreed form endorsement) issued by Stewart Title addressed to the Security Agent, confirming
    that the Single Risk Indemnity Policy number RLIP/7200/117961 dated September 21 2011shall be amended (as agreed in the endorsement)
    promptly upon receipt by Stewart Title of the restitution claims certificates referred to in Clause 2.1 of Part II (Conditions
    Subsequent) of this Schedule and reflect :


 


	 	3.5.1	the
    increase in the amount of the insurance to EUR 116,400,000;


 


	 	3.5.2	the
    insured as the Security Agent (for and on behalf of the Lenders);


 


	 	3.5.3	the
    insured mortgage to include the Addendum to the Mortgage Agreement entered into with the Borrower; and


 


	 	3.5.4	the
    clarification of the Defect description set out in the schedule to the Single Risk Indemnity Policy number RLIP/7200/117961
    as agreed in the endorsement,


 


	 	3.6	in
    each case with effect from the date of Addendum to the Mortgage Agreement.


 


	 	3.7	A
    report by an external advisor acceptable to the Finance Parties analysing the assets and the liabilities of the Borrower,
    and confirming that following utilisation in full of the Total Commitments (as defined in Schedule 1 (Amended and Restated
    Facility Agreement)) by the Borrower:


 


	 	(i)	the
    value of its net assets will not be less than half of the value of its share capital (no negative equity); and


 


	 	(ii)	the
    value of the assets of the Borrower will not be less than the value of its due and payable liabilities(as determined under
    applicable law) (no over-indebtedness)


 


	 	3.8	A
    confirmation from CMS Cameron McKenna SCA, legal adviser to the Agent that the original Land Book excerpts provided by the
    Borrower pursuant to Clause 4.5 below evidence that the Borrower, or (as the case may be) Romextur is the sole owner of its
    Project Facility (and each part of it) free from all Security and other encumbrance, other than:


 


	 	3.8.1	Permitted
    Security (as defined in the Amendments Schedule); and


 


	 	3.8.2	the
    registration of any Lease Agreement in force (or expected to be in force) at the Effective Date.


 


	 	4.	project
    documents


 


	 	4.1	A
    Compliance Certificate (as defined in the Schedule 1 (Amended and Restated Facility Agreement)) setting out the calculation
    of each covenant set out in Clause 21 (Financial Covenants) of the Schedule 1 (Amended and Restated Facility Agreement),
    and showing:


 


	 	4.1.1	the
    Actual Debt Service Cover Ratio for the Calculation Period ending on the Facility A Utilisation Date is not less than 130%;


 


	 	4.1.2	the
    Actual Yield on Debt for the Financial Year ending on 31 December 2015 is not less than 11%; and


 






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	 	4.1.3	taking
    into account the Total Facility A Commitments (as defined in the Amended and Restated Facility Agreement) as if drawn in full:


 


	 	(a)	the
    Loan to Value Ratio does not exceed 60%;


 


	 	(b)	the
    Projected Debt Service Cover Ratio for the Projected Calculation Period starting on the Facility A Utilisation Date is not
    less than 130%;


 


	 	(c)	the
    Projected Yield on Debt for the Financial Year ending on 31 December 2016 is not less than 11%.


 


	 	4.2	Evidence
    that the Construction Completion (as defined in the Original Facilities Agreement) has been achieved, confirming (inter
    alia) that:


 


	 	4.2.1	the
    Manager has taken over the Park Inn Hotel and Residence; and


 


	 	4.2.2	the
    Park Inn Hotel and Residence is opened and fully operational.


 


	 	4.3	A
    certificate listing the Material Authorisations (and copies of such Material Authorisations) which are required (in accordance
    with applicable law) to have been obtained as at the date the Effective Date and confirming that they are (or they will be
    when required in accordance with applicable law) in full force and effect, with the exception of the following:


 


	 	4.3.1	authorisation
    no. D3111 dated 13 January 2015 issued by the Municipality of District 1 for the public food services - N.A.C.E. 5610, 5630
    (in Romanian „Autorizatie pentru desfasurarea activitatii de alimentatie publica”) for the Bistro (2-4
    Luterana str.), valid until 31 December 2015; and


 


	 	4.3.2	authorisation
    no. D3113 dated 13 January 2015 issued by the Municipality of District 1 for the public food services - N.A.C.E. 5610, 5630
    (in Romanian „Autorizatie pentru desfasurarea activitatii de alimentatie publica”) for the Radisson Blu,
    63-81 Calea Victoriei, valid until 31 December 2015.


 


	 	4.4	Original
    Land Book excerpts for each Project Facility, evidencing the Borrower and respectively Romextur as sole owner of each Project
    Facility (and each part of it) free from all Security and other encumbrance, other than:


 


	 	4.4.1	Permitted
    Security (as defined in the Amendments Schedule); and


 


	 	4.4.2	the
    registration of any Lease Agreement in force (or expected to be in force) at the Effective Date.


 


	 	4.5	Copies
    of all Lease Agreements in force (or expected to be in force) at the Effective Date, including any addenda thereto, entered
    into between the Borrower or Romextur with respect to the commercial areas of each Project Facility.


 


	 	4.6	A
    certified copy of each of the following (in each case as defined in the Amendments Schedule):


 


	 	4.6.1	Elscint
    Guarantee Fee Agreement, together with a written confirmation from the Guarantor addressed to the Agent, confirming that following
    payment in full of the guarantee fee required to be paid by the Borrower under Elscint Guarantee Fee Agreement, the Borrower
    shall have no further obligations or liabilities (whether actual or contingent and whether owed jointly and severally) to
    the Guarantor arising under the Elscint Guarantee Fee Agreement;


 


	 	4.6.2	the
    BUTU Framework Loan Agreement;


 


	 	4.6.3	the
    Consultancy Agreement; and


 


	 	4.6.4	the
    Guarantee Fee Agreement.


 






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	 	5.	Accounts


 


	 	5.1	Confirmation
    from the Account Bank that the Debt Service Reserve Account has been opened.


 


	 	5.2	A
    certificate signed by two directors (or, if the Borrower has only one director, then that director):


 


	 	5.2.1	certifying
    that the Debt Service Reserve Account has been opened and including evidence that an amount of EUR 2,250,000 has been deposited
    to its credit from the Borrower’s own sources; and


 


	 	5.2.2	confirming
    that there are no other Accounts opened by it or in its name, other than the Accounts, each of which is subject to a first
    ranking security interest in favour of the Lender, on the terms of the Mortgage over Accounts or the Agreement creating a
    Security Interest over Accounts.


 


	 	6.	Legal
    Opinions


 


	 	6.1	A
    legal opinion in respect of Israeli law issued by Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.  the legal
    adviser of the Obligor as to Israeli law matters, satisfactory to, addressed to, and capable of being relied upon by, the
    Lenders having taken advice from S.Horowitz & Co., legal advisers to the Agent as to Israeli law.


 


	 	6.2	A
    legal opinion in respect of Romanian law of CMS Cameron McKenna S.C.A, legal advisers to the Agent as to Romanian law, satisfactory
    to the Lenders, and addressed to the Agent.


 


	 	6.3	A
    legal opinion in respect of English law of CMS Cameron McKenna LLP, legal advisers to the Agent as to English law, satisfactory
    to the Lenders, and addressed to the Agent.


 


	 	6.4	A
    legal opinion in respect of Dutch law of CMS Derks Star Busmann, legal advisers to the Agent as to Dutch law, satisfactory
    to the Lenders, and addressed to the Agent.


 


	 	7.	Other
    Documents and Evidence


 


	 	7.1	Evidence
    satisfactory to the Finance Parties of the ultimate beneficial owner of the Borrower and each other Obligor (tracking back
    either to individual shareholders controlling the ultimate Holding Company of the relevant Obligor or a stock exchange listing),
    and all other matters sufficient to discharge the Finance Parties' 'Know Your Customer' requirements, any applicable money
    laundering regulations or similar identification procedures.


 


	 	7.2	A
    certificate from the appropriate taxation authority, valid on the Effective Date, confirming that neither the Borrower nor
    Romextur has any outstanding Taxes due but unpaid.


 


	 	7.3	Evidence
    satisfactory to the Agent that each Insurance required to be taken out and maintained by the Borrower and Romextur in accordance
    with Clause 22.20 (Insurance) of Schedule 1 (Amended and Restated Facility Agreement) has been obtained, is
    in full force and effect, on risk and all premiums required to paid in respect of such Insurance have been paid.


 


	 	7.4	Evidence
    of the appointment of TMF Corporate Services Limited of 6 St Andrew Street, 5th floor, London EC4A 3AE as each Obligor’s
    agent for service of process in relation to any proceedings before the English courts in connection with this Fifth Amendment
    Agreement and each other Additional Finance Document governed by English law.


 


	 	7.5	Evidence
    that Centre Ville Management & Services S.R.L. has been wound up and de-registered from the Bucharest Trade Registry.


 






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Part
II – Conditions Precedent to Utilisation of Facility C


 


	 	1.1	Evidence
    that the Park Inn Hotel and Residence has been open to the public and operational for not less than 12 months.


 


	 	1.2	The
    most recent Valuation (as defined in the Amended and Restated Facility Agreement).


 


	 	1.3	A
    Compliance Certificate (as defined in Amended and Restated Facility Agreement) setting out the calculation of each covenant
    set out in Clause 21 (Financial Covenants) of Amended and Restated Facility Agreement, and showing:


 


	 	1.3.1	the
    Actual Debt Service Cover Ratio for the Calculation Period ending on the Facility C Utilisation Date is not less than 135%;


 


	 	1.3.2	the
    Actual Yield on Debt as at 30 September 2016, by reference to EBITDA, as determined in the report referred to in paragraph
    1.4 below, is not less than 11%; and


 


	 	1.3.3	taking
    into account the Total Commitments (as defined in the Amended and Restated Facility Agreement) as if drawn in full:


 


	 	(a)	the
    Loan to Value Ratio does not exceed 60%;


 


	 	(b)	the
    Projected Debt Service Cover Ratio for the Projected Calculation Period starting on the Facility C Utilisation Date is not
    less than 135%;


 


	 	(c)	the
    Projected Yield on Debt for the Financial Year ending on 31 December 2017 is not less than 11.5%.


 


	 	1.4	A
    report of the Auditors dated on or about 30 September 2016 and stating that the Borrower’s actual EBITDA as at 30 September
    2016 is not less than 90% of the Projected EBITDA as set out in the first Forecast delivered to the Agent under Clause 20.9.2
    of the Amended and Restated Facility Agreement.


 


	 	1.5	Original
    Land Book for each Project Facility, evidencing the Borrower and respectively Romextur as sole owner of each Project Facility
    (and each part of it) free from all Security and other encumbrance , other than:


 


	 	1.5.1	Permitted
    Security (as defined in the Amended and Restated Facility Agreement); and


 


	 	1.5.2	the
    registration of any Lease Agreement in force (or expected to be in force) at the Effective Date.


 






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sCHEDULE
3

Conditions Subsequent


 


	 	1.	No
    later than 30 days following the date of this Fifth Amendment Agreement, and in any case prior to any payment by the Borrower
    under the Consultancy Agreement, the PricewaterhouseCoopers transfer pricing analysis, reflecting that the amount of the annual
    fee payable to the Guarantor under the Consultancy Agreement complies with the arms’ length principles and capable
    of being relied upon by the Agent.


 


	 	2.	No
    later than 60 days following the date of this Fifth Amendment Agreement: 


 


	 	2.1	each
    of the following documents, duly signed and in full force and effect:


 


	 	2.1.1	the
    Hedging Agreements made with the Hedging Counterparty in accordance with Clause 22.25 (Hedging) of the Amended and
    Restated Facility Agreement;


 


	 	2.1.2	a
    confirmation of the Hedge Counterparty to the Agent that it has received each of the following documents and evidence in form
    and substance satisfactory to it:


 


	 	(a)	a
    notarial duplicate of each original, duly notarised Hedging Real Estate Mortgage bearing an appropriate stamp by a notary,
    together with evidence that each such Hedging Real Estate Mortgage has been duly registered:


 


	 	(i)	with
    the Land Registry as a real estate mortgage against the Borrower or, as applicable, Romextur, on the Property and assets subject
    to such Hedging Real Estate Mortgage, ranking behind the real estate mortgage created pursuant to the relevant Mortgage Agreement;
    and


 


	 	(ii)	as
    a second ranking real estate mortgage with the Electronic Archive; and


 


	 	(b)	each
    Hedging Shares Mortgage, together with evidence that each such Hedging Shares Mortgage has been duly registered with:


 


	 	(i)	the
    Electronic Archive (such evidence to include, without limitation, a certificate bearing the stamp of an authorized operator
    of the Electronic Archive attesting registration); and


 


	 	(ii)	the
    shareholders registry of the Borrower or Romextur, as applicable; and


 


	 	(c)	a
    legal opinion from CMS Cameron McKenna S.C.A, legal advisers to the Hedge Counterparty as to Romanian law, with respect to
    the capacity and authority of the Borrower to enter into such Hedging Agreement, addressed to the Hedge Counterparty;


 


	 	2.2	evidence
    that each of the following Material Authorisations has been renewed:


 


	 	2.2.1	authorisation
    no. D3111 dated 13 January 2015 issued by the Municipality of District 1 for the public food services - N.A.C.E. 5610, 5630
    (in Romanian „Autorizatie pentru desfasurarea activitatii de alimentatie publica”) for the Bistro (2-4 Luterana
    str.), valid until 31 December 2015; and


 


	 	2.2.2	authorisation
    no. D3113 dated 13 January 2015 issued by the Municipality of District 1 for the public food services - N.A.C.E. 5610, 5630
    (in Romanian „Autorizatie pentru desfasurarea activitatii de alimentatie publica”) for the Radisson Blu, 63-81
    Calea Victoriei, valid until 31 December 2015; and


 


	 	2.3	evidence
    that the amendment fees, costs and expenses referred to in Clause 8 (Amendment Costs) of this Fifth Amendment Agreement
    have been paid.


 






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	 	3.	No
    later than 90 days following the Effective Date, each of the following:


 


	 	3.1	a
    copy of up-to-date restitution claims certificates for each Project Facility issued by each of the following authorities:


 


	 	3.1.1	Bucharest
    Municipality;


 


	 	3.1.2	Municipality
    Sector 1;


 


	 	3.1.3	Bucharest
    Prefect Office; and


 


	 	3.1.4	the
    National Authority for Property Restitution,


 


together
with a report prepared by the Agent’s legal advisor under Romanian law identifying any red-flag concerns with respect to
the Borrower’s ownership title to the Project Facilities, and including any proposed remedies or mitigating factors; and


 


	 	3.2	to
    the extent requested by the Agent (acting on the instructions of the Lenders) an amendment to the Single Risk Indemnity Policy
    number RLIP/7200/117961, to address any red-flag concerns and proposed remedies identified in the report referred to in Clause
    3.1.


 






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SIGNATURES


 


	THE
    BORROWER	 
	BUCURESTI
    TURISM S.A.	 
	 	 
	Signed
    as a deed by: /s/                                        
    	 
	Name:	 
	Capacity: President	 


 


	Signed
    as a deed by: ____________________	 
	Name:	 
	Capacity:	 


 


	THE
    GUARANTOR	 
	Elbit
    Imaging Ltd	 
	 	 
	Signed
    as a deed by: /s/ Doron Moshe	 
	Name: Doron Moshe	 
	Capacity:
    Acting CEO and CFO	 


 


	Signed
    as a deed by: /s/ Ron Hadassi	 
	Name:  Ron Hadassi	 
	Capacity: Chairman	 


 


	BEAH	 
	BEA
    Hotels Eastern Europe B.V.	 
	 	 
	Signed
    as a deed by: /s/                                          	 
	Name:	 
	Capacity:
Attorney-in-Fact    	 


 


	Signed
    as a deed by: ____________________	 
	Name:	 
	Capacity: Attorney-in-Fact	 


 


	ROMEXTUR	 
	ROMEXTUR
    S.A.	 
	 	 
	Signed
as a deed by: /s/ Moshe Maimon Cohen	 
	Name:  Moshe Maimon Cohen	 
	Capacity:
Attorney-in-Fact   	 


 






    161


     


    

 


	Signed
    as a deed by: ____________________	 
	Name:	 
	Capacity:	 





 


	THE
    AGENT	 
	RAIFFEISEN
    BANK INTERNATIONAL AG	 
	 	 
	/s/
Maria Tomescu	 
	Name:
    Maria Tomescu	 
	Capacity:
Attorney-in-Fact    	 


 


	/s/
    Andrea Alina Turcu	 
	Name:
    Andrea Alina Turcu	 
	Capacity: Attorney-in-Fact	 



 




	THE
    SECURITY AGENT	 
	RAIFFEISEN
    BANK INTERNATIONAL AG	 
	 	 
	/s/ Maria Tomescu	 
	Name:
     Maria Tomescu	 
	Capacity:
    Attorney-in-Fact	 


 


	/s/
    Andrea Alina Turcu	 
	Name:
     Andrea Alina Turcu	 
	Capacity:
Attorney-in-Fact    	 


 


	THE
    ORIGINAL LENDERS	 
	RAIFFEISEN
    BANK INTERNATIONAL AG	 
	 	 
	/s/ Maria Tomescu	 
	Name: Maria Tomescu    	 
	Capacity:
Attorney-in-Fact    	 
	 	 
	/s/ Andrea Alina
    Turcu	 
	Name:
     Andrea Alina Turcu	 
	Capacity:
    Attorney-in-Fact	 


 






    162


     


    

 


	RAIFFEISEN
    BANK SA	 
	 	 
	/s/
    Cristian Bragos Badea	 
	Name:
    Cristian Bragos Badea	 
	Capacity: Coordinator	 


 


	 	 
		 
	Name:
    	 
	Capacity:
    	 


 


	THE
    HEDGE COUNTERPARTY	 
	RAIFFEISEN
    BANK SA	 
	 	 
	/s/
    Cristian Bragos Badea	 
	Name: Cristian Bragos Badea	 
	Capacity: Coordinator	 


 


		 
	Name:
    	 
	Capacity:
    	 


 


	THE
    ACCOUNT BANKS	 
	RAIFFEISEN
    BANK INTERNATIONAL AG	 
	 	 
	/s/
Maria Tomescu	 
	Name:
    Maria Tomescu    	 
	Capacity:
Attorney-in-Fact    	 


 


	/s/ Andrea Alina
    Turcu	 




	Name:
    Andrea Alina     Turcu    	 
	Capacity:
Attorney-in-Fact    	 


 


	 	 
	RAIFFEISEN
    BANK SA	 
	 	 
	/s/
    Cristian Bragos Badea	 
	Name:
     Cristian Bragos Badea	 
	Capacity:
    Coordinator	 


 


		 
	Name:
    	 
	Capacity:
    	 





 


 


163