Clause

1.        Definitions and Interpretation

2.        Amendment and Restatement

3.        Finance Document

4.        Conditions

5.        Rights of third parties

6.        Miscellaneous

7.        Governing law

Schedule 1 Restated facility Agreement

Schedule 2 Form of amendments to the Notarial Deeds on Direct Enforcability

Signatories

SHR PRAGUE PRAHA B.V., a limited liability company incorporated under the law of the Netherlands, registered in the commercial register of the Chamber of Commerce and Industries for Amsterdam under no. 34119161, whose registered offices are at Strawinskylaan 3105, 1077 ZX, Amsterdam, the Netherlands (the “Borrower”); and

AAREAL BANK AG, a joint stock company incorporated under the laws of the Federal Republic of Germany, registered with the Commercial Register in Wiesbaden under no. HRB 13184 whose seat is in Wiesbaden, the Federal Republic of Germany and whose commercial offices are at Paulinenstraße 15, 65189 Wiesbaden, the Federal Republic of Germany, in its capacity as lender under the Facility Agreement (in this capacity, the “Lender”).

This Deed is supplemental to and amends and restates a termed out revolving facility agreement originally dated 20 February 2007 which was amended on 13 March 2008, termed-out on 14 August 2008, further amended on 17 September 2009 between, amongst others, SHR Prague Praha B.V. as Borrower and Aareal Bank AG as Lender (as the same may be amended, supplemented, novated or restated from time to time) (the Facility Agreement).

The parties to this Deed have agreed to amend and restate the Facility Agreement on the terms set out below.

DEFINITIONS AND INTERPRETATION

Capitalised terms defined in the Facility Agreement (in its form set out in Schedule 1) (the Restated Facility Agreement) have, unless expressly defined in this Deed or otherwise required by the context, the same meaning in this Deed.

The provisions of clauses 1.2 (Construction) of the Facility Agreement shall apply, mutatis mutandis, to this Deed.

This Deed shall take effect as a deed in respect of those parties which execute it as such, notwithstanding that some other parties may have executed it under hand only.

AMENDMENT AND RESTATEMENT

The Parties to this Deed irrevocably agree for themselves and for their successors, transferees and assigns that, from the Effective Date, the Facility Agreement is amended and restated by this Deed such that it conforms to the Restated Facility Agreement set out in Schedule 1 hereof. For the avoidance of doubt, in case of any conflict between the Restated Facility Agreement in the form set out in Schedule 1 and any other prior version or form, the form set out in Schedule 1 will prevail.

The Effective Date is the date on which the Lender notifies the Borrower that the conditions set out in Clause 4 (Conditions) below have been satisfied.

The Lender must deliver its notification referred to in clause 2.2 promptly following the satisfaction of the conditions set out in Clause 4 (Conditions) below.

The Parties to this Deed agree that clause 2.2 is without prejudice to any waivers or consents that may have been granted by the Lender to the Borrower including without limitation:

the waivers and consents set out in paragraph 2 of the Lender’s Consent and Waiver Letter dated 30 June 2009 entered into between the Lender and the Borrower;

the waivers and consents set out in paragraph 3 of the Amendment Letter dated 17 September 2009 entered into between the Lender and the Borrower; and

the waiver set out in paragraph 3 of the letter dated 20 October 2009 entered into between the Borrower and the Lender,

FINANCE DOCUMENT

This Deed is a Finance Document.

CONDITIONS

The amendment and restatement set out in clause 2 above is subject to the Company delivering the following to the Lender:

A copy of the latest constitutional documents of the Borrower.

A copy of a resolution of the board of directors of the Borrower:

approving the terms of, and the transactions contemplated by, this Deed and resolving that it execute, deliver and perform this Deed;

authorising a specified person or persons to execute this Deed on its behalf.

A copy of a resolution of the Parent:

approving the terms of, and the transactions contemplated by, this Deed and resolving that the board of directors may execute, deliver and perform, this Deed;

approving authorisation of specified person or persons to execute this Deed on the Borrower’s behalf.

A specimen of the signature of each person authorised by the resolution referred to in clauses 4.1(b) and (c) above in relation to this Deed and related documents (if any).

If required, a power of attorney authorising the signatories to execute and deliver this Deed on behalf of the Borrower.

Evidence satisfactory to the Lender, that the Minimum Liquidity Reserve Amount has been transferred into the Deposit Account;

Evidence satisfactory to the Lender, that an amount equal to EUR 2,400,000 has been applied by the Borrower in prepayment of the Loan;

Evidence satisfactory to the Lender, that an amount equal to EUR 2,400,000 has been applied by the Borrower in reduction of the Swap Rate;

A copy of each of the Post Merger Documents executed by the parties to those documents, except as otherwise waived by the Lender.

A copy of an up-to-date Group Structure Chart.

An executed Economic Beneficiary Statement.

Not more than 5 Business Days after the date of this Agreement:

Original executed Amendments to Notarial Records on Direct Enforceability substantially in the form of Schedule 2 hereto.

A legal opinion with respect to the capacity of the Borrower prepared by DLA Piper Nederland N.V., legal advisors as to matters of Dutch law to the Borrower, addressed to the Lender.

A legal opinion of CMS Cameron McKenna LLP, legal advisors as to matters of English law to the Lender, addressed to the Lender.

A legal opinion of CMS Cameron McKenna, v.o.s., legal advisors as to matters of Czech law to the Lender, addressed to the Lender.

RIGHTS OF THIRD PARTIES

Any person who is not a party to this Deed shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

MISCELLANEOUS

Incorporation of certain provisions

Counterparts

Agreement to be bound

Failure by one or more parties (Non-Signatory) to execute this Deed on the date of this Deed will not invalidate the provisions of this Deed as between the other parties who do execute this Deed.

Any Non-Signatory may execute this Deed (or a counterparty of this Deed) on a subsequent date and will thereupon become bound by its provisions.

GOVERNING LAW

1.

INTERPRETATION

2.

FACILITY AND PURPOSE

3.

CONDITIONS PRECEDENT AND UTILISATION

4.

REPAYMENT

5.

PREPAYMENT AND CANCELLATION

6.

INTEREST

7.

INTEREST PERIODS

8.

MARKET DISRUPTION

9.

TAXES

10.

INCREASED COSTS

11.

PAYMENTS

12.

BANK ACCOUNTS

13.

REPRESENTATIONS

14.

INFORMATION COVENANTS

15.

GENERAL COVENANTS

16.

PROPERTY COVENANTS

17.

DEFAULT

18.

EVIDENCE AND CALCULATIONS

19.

FEES AND INDEMNITIES

20.

EXPENSES

21.

AMENDMENTS & WAIVERS

22.

CHANGES TO THE PARTIES

23.

DISCLOSURE OF INFORMATION

24.

SET-OFF

25.

SEVERABILITY

26.

COUNTERPARTS

27.

NOTICES

28.

GOVERNING LAW

29.

ARBITRATION

SCHEDULE 1

        CONDITIONS PRECEDENT

SCHEDULE 2

        CALCULATION OF MANDATORY COSTS

SCHEDULE 3

        FORM OF REQUEST

SCHEDULE 4

        FORM OF TRANSFER CERTIFICATE

SCHEDULE 5

    FORM OF TERM OUT NOTICE

SCHEDULE 6

    AMORTISATION SCHEDULE

SCHEDULE 7

    HOTEL MANAGER LETTER

SCHEDULE 8

    UNSUBORDINATED FINANCIAL INDEBTEDNESS

SCHEDULE 9

    FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 10

    INTEREST COSTS CALCULATION

SCHEDULE 11

    EXISTING SUBORDINATED LOANS

SCHEDULE 12

    GROUP STRUCTURE CHART

SCHEDULE 13

    ECONOMIC BENEFICIARY STATEMENT

SHR PRAGUE PRAHA B.V., a limited liability company incorporated under the law of the Netherlands, registered in the commercial register of the Chamber of Commerce and Industries for Amsterdam under no. 34119161, whose registered offices are at Strawinskylaan 3105, 1077 ZX, Amsterdam, the Netherlands (the “Borrower”);

AAREAL BANK AG, a joint stock company incorporated under the laws of the Federal Republic of Germany, registered with the Commercial Register in Wiesbaden under no. HRB 13184 whose seat is in Wiesbaden, the Federal Republic of Germany and whose commercial offices are at Paulinenstraße 15, 65189 Wiesbaden, the Federal Republic of Germany, in its capacity as lender under this Agreement (in this capacity, the “Lender”).

INTERPRETATION

Definitions

€104,000,000; or

an amount in Euro equal to 66% of the value attributed to the Property in the Initial Valuation; or

an amount which as of the date of the first Request is equal to such amount as would, when the ICR test is applied to it, generate an ICR of 150%.

an Event of Default; or

an event which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of the foregoing) an Event of Default.

the easement over building no. 43 on plot of land No. 988 located in the cadastral area Staré Město, municipality Prague and registered on ownership folio no. 279 in the Real Estate Register maintained for the cadastral area Staré Město, municipality Prague by the Cadastral Office for the Capital City of Prague, Prague Branch corresponding to the right of PREdistribuce, a.s., Identification Number 273 76 516 to install and operate the technological facility RS 2660 in the above building and have a free access to this building for the purpose of securing operation, maintenance and repairs of this facility; and

the easement over plots of land nos. 989/1 and 989/2, located in the cadastral area Staré Město, municipality Prague and registered on ownership folio no. 279 in the Real Estate Register maintained for the cadastral area Staré Město, municipality Prague by the Cadastral Office for the Capital City of Prague, Prague Branch corresponding to the right of PREdistribuce, a.s., Identification Number 273 76 516 to install and operate the 22 KV electricity cables leading the technological facility RS 2660 on the above plots and have a free access to these plots for the purpose of securing operation, maintenance and repairs of these cables;

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Lender at its request quoted by the Reference Banks to leading banks in the European interbank market,

this Agreement;

a Security Document;

any Hedging Agreement;

the Subordination Agreement;

any SDNA;

a Transfer Certificate;

a Fee Letter;

the Notarial Records on Direct Enforceability;

the Security Release Agreement;

the Termination of Subordination Agreement;

the Amendment and Restatement Agreement; and

any other document designated as such by the Lender and the Borrower.

monies borrowed;

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted accounting principles in the Czech Republic, be treated as a finance or capital lease;

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

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

an additional or increased cost;

a reduction in the rate of return from the Facility or on the Lender’s overall capital; or

a reduction of an amount due and payable under any Finance Document,

the Terrorism Insurance Security Assignment; and

the Other Insurance Security Assignment.

effect or maintain insurance of the Buildings on a full reinstatement basis as per the latest Valuation covering any material damages as a result of fire, water, storm, floodwater, terrorism, liability and other material risks in accordance with this Agreement; or

provide evidence to the Lender of the proposed plan of coverage with respect to a particular insurance policy 10 Business Days prior to the expiry of such insurance policy; or

to provide certificates of insurance under the relevant insurance policy evidencing insurance of the Buildings on a full reinstatement basis as per the latest Valuation covering any material damages as a result of fire, water, storm, floodwater, terrorism, liability and other material risks in accordance with this Agreement 5 Business Days after the expiry of any insurance relating to such material damages and material risks.

prior to the earlier of the Term-out Date and the Initial Maturity Date, the 15th day of each calendar month;

after the Term-out Date, during any period where interest is calculated on a Floating Rate Basis, the last day of each Interest Period;

during any period where interest is calculated on a Fixed Rate Basis, the 15th day of each third calendar month starting with the third calendar month after the Term-out Date,

in respect of the first Interest Period for such Loan, the period from the Utilisation Date to the 15th day of the calendar month falling after the first Utilisation Date;

prior to the earlier of the Term-out Date and the Initial Maturity Date, each period of one month commencing on the later of the 15th day of the calendar month falling after each Utilisation Date and the day following the end of the preceding interest period and ending on:

the 14th day in each following month; and

if the first to occur of the Term-out Date and the Initial Maturity Date occurs on a day other than the day referred to in (i) above, such day;

after the Term-out Date, during any period where interest is calculated on a Floating Rate Basis, the period of one (1) or three (3) months specified in the Term-out Notice, with the first such period commencing on the Term-out Date and ending on the 15th day of the month in which the Term-out Date occurred or, if the Term-out Date occurs after the 15th day of any month, the 15th day of the next month, and each period thereafter ending on the day immediately prior to the corresponding day in the relevant month;

during any period where interest is calculated on a Fixed Rate Basis, such period as is selected in a Term-out Notice,

each Lease Agreement; or

any other document designated as such by the Lender and the Borrower.

4% of Turnover during such month; or

any amount required to be credited on a monthly basis to a maintenance reserve account under the terms of the Hotel Management Agreement.

prior to the Extension Date, the margin as set out in the Fee Letter; and

from the Extension Date, 1.80% per annum.

the business or financial condition of the Obligors taken as a whole; or

the ability of any Obligor to perform its obligations under the Finance Documents which would have a material adverse effect on the Lender’s ability to exercise those provisions of the Finance Documents expressed to be for its benefit as against the Obligors (taken as a whole) following an Event of Default.

the Hotel Management Agreement;

the Asset Management Agreement;

the License Agreement.

the Owner arising from the Owner Guarantee executed by the Owner and the Lender on or about the date of this Agreement; and

the Lessee arising from the Lessee Guarantee executed by the Lessee and the Lender on or about the date of this Agreement.

the Initial Obligors;

each Additional Obligor; and

SHC Prague,

required as a result of or necessary in order to facilitate a Permitted Reorganisation;

of a non-material nature; or

in case of a Lease Agreement, if it is made in order to facilitate a Permitted Letting; or

required to be made in order to enable the Borrower to comply with its obligations under the Finance Documents; or

any other amendment to which the Lender consents (such consent not to be unreasonably withheld or delayed).

the USD bank account No. 27-1840780227/0100 and the EUR Account No. 27-1840760277/0100 each held by the Lessee with Komerční banka, a.s.;

bank account No. 6991319/0800 (formerly No. 5001057-028/0800) held by either the Lessee or SHC Prague with Česká spořitelna, a.s.;

the bank account No. 432308100277/0100 held by TRS with Komerční banka, a.s.;

the CZK, EUR and USD bank account opened and held by SHC Prague with Accounts Administrator having account number 101875300; and

in the case of the account referred to at paragraph (a) above, it is solely used for the depositing of cash or cheques denominated in various currencies, received primarily from the hotel guests and customers or in relation with the currency exchange operated by the Lessee;

in the case of the account referred to at paragraph (b) above, it is solely used in relation to the lease and administration of the property situated at Prague 3, Roháčova 134/4, Postal Code 130 00 and owned by SHC Prague; and

in the case of the account referred to at paragraph (c) above, it is solely used in relation to credit card payments for the WIFI Internet connection in the public areas of the Hotel Intercontinental, Praha; the Borrower undertakes to ensure that TRS regularly (i.e. not less than once a month) transfers (after payment of the relevant bank fees relating to the maintenance of the account) the balance of the account referred to at paragraph (c) above to any of its Pledged Accounts.

indebtedness entered into in accordance with or permitted by the Finance Documents;

indebtedness in respect of trade or other indebtedness incurred by an Obligor in the ordinary course of its business other than Financial Indebtedness;

indebtedness subordinated on terms satisfactory to the Lender, (the Lender acknowledges and agrees that any Subordinated Loan is satisfactorily subordinated);

indebtedness in respect statutory guarantees arising by operation of law as a result of any Permitted Reorganisation other than as a result of any breach of law or contractual obligations;

Unsubordinated Financial Indebtedness; and

any other indebtedness to which the Lender gives its consent.

Česká pojišt’ovna a.s.;

Allianz pojišt’ovna, a.s.;

Kooperativa, pojišt’ovna, a.s.;

AIG CZECH REPUBLIC pojišt’ovna, a.s.;

Generali Pojišt’ovna a.s.;

UNIQA pojišt’ovna, a.s.;

ČSOB Pojišt’ovna, a. s., člen holdingu ČSOB; and

Lloyds Market.

any letting and/or sub-letting of the Property or a part thereof or residential or non-residential premises in the Property entered into in accordance with the provisions of the Hotel Management Agreement and which:

is entered into with a third party (excluding any Subsidiary or Holding Company of the Obligors) on an arms’ length basis; and

is at market rent and does not contain any premium; or

any letting and/or sub-letting of premises in the Golden Prague Residence to customers in the ordinary course of the Business;

any letting and/or sub-letting on an arms length basis of:

residential or non-residential premises in the Property or land of the Property in each case not greater than 100 square metres, or a in case of commercial retail lease of an area of the Property not greater than 30 square metres; or

provided that the letting benefits the Property, part of the Property for the purpose of placing technical or other equipment thereon or therein,

that in respect of each of (a) — (c) above:

the Hotel Management Agreement is complied with; and

and each letting and/or sub-letting is for a term (assuming for these purposes that any option to extend the term thereof is exercised) not exceeding 7 years and otherwise terminable in accordance with market standard arrangements.

the merger agreement to be entered into between the TRS and the Lessee;

the resolutions of TRS in its capacity as the sole shareholder of the Lessee to approve the Permitted Merger;

the resolutions of the Borrower in its capacity as the sole shareholder of the shares in TRS to approve the Permitted Merger; and

any other documents which will be filed with the court which maintains the Commercial Register;

any corporate reorganization of the Borrower Group permitted under the terms of the Existing Facility Agreement but incomplete at the date of this Agreement;

the Permitted Merger;

the liquidation of SHC Prague Repository B.V. and SHC Prague (Gibraltar) Limited and SHC Prague provided that:

the Borrower has provided the Lender with adequate advance notice of any such liquidation in sufficient detail to enable the Lender to comprehend the effect of such liquidation on the Borrower Group; and

the Lender has consented to any such liquidation in advance of its commencement, such consent not to be unreasonably withheld or delayed;

the decrease in the registered capital of TRS to CZK 371,000,000;

the increase of the Borrower’s issued share capital by conversion of its (share premium, dividend and/or other) reserves into share capital and the subsequent decrease of the Borrower’s issued share capital (by reduction of the nominal value of its shares or repurchase and cancellation of its shares), resulting in a repayment of capital to the Parent provided that:

following such decrease:

any Security Interest held by the Lender in respect of the remaining shares provides the Lender with substantially the same rights and remedies in respect of such remaining shares as the Lender had in respect of the shares that are the subject of the decrease;

in the event that the decrease is wholly or in part effected through any issue of any new shares, the Borrower must ensure the Lender is granted a materially similar Security Interest in all

of the newly issued shares corresponding in all material respects to the Security Interest which the Lender held in respect of the shares subject to the decrease at the time immediately prior to that decrease; and

for the avoidance of doubt, the Borrower must do all things necessary (including consenting to and execution of any new Security Documents on terms acceptable to the Lender, having regard to the materiality thresholds referred to herein, in its discretion) to ensure that the Security Interest the Lender has in respect of the shares to be decreased is correspondingly effected, in all material respects, as a Security Interest in any shares remaining after that decrease and/or any new shares issued as part of the decrease;

the Borrower only uses monies drawn from the proceeds of the Loan to effect such decrease;

the Permitted Transfer;

any disposal of, by any Obligor, of any ownership interest in HELCONT, Středisko and/or ITM;

acquisition contemplated by Clause 15.11 (Acquisitions);

any other reorganisation of the Borrower Group provided that such other reorganisation is made with the Lender’s consent, such consent not to be unreasonably withheld or delayed; or

the Permitted Second Merger,

the new hotel manager under such agreement is an Approved Manager;

such agreement shall both:

be on economic terms at least favourable to the Borrower Group as those under the Initial HMA; and

be on substantially similar terms to the Initial HMA including but not limited to Article VIII of the Initial HMA and the provisions of the Initial HMA concerning payment of the incentive fee.

or, if not, the new hotel manager shall have provided the Lender with a SDNA on terms satisfactory to it (acting reasonably);

prior to the date of execution of such agreement the Lender has been provided with an updated Valuation confirming the Open Market Value of the Property and also that the Loan To Value Ratio is complied with as at the date of such updated Valuation; and

promptly after the execution of such agreement the Lender has been provided with a signed copy thereof, together with a letter from the Borrower confirming that the conditions at (a) — (c) above are, in respect of the new agreement, satisfied.

the new hotel brand licensor under, such agreement is an Approved Manager or its Affiliate;

such agreement shall be on terms substantially similar to the License Agreement;

prior to the date of execution of such agreement the Lender has been provided with an updated Valuation confirming the Open Market Value of the Property and also that the Loan To Value Ratio is complied with as at the date of such updated Valuation; and

promptly after the execution of such agreement the Lender has been provided with a signed copy thereof, together with a letter from the Borrower confirming that the conditions at (a) — (c) above are, in respect of the new agreement, satisfied.

the Merger Project;

the minutes of the general meeting of the Owner containing resolutions to approve the Permitted Second Merger and a Czech notarial deed on the same;

the resolution of TRS as the sole shareholder of GPHS exercising powers of the general meeting to approve the Permitted Second Merger in the form of a Czech notarial deed;

the resolution of the Borrower as the sole shareholder of TRS exercising powers of the general meeting to approve the Permitted Second Merger in the form of a Czech notarial deed; and

any other documents which will be filed with the court which maintains the Commercial Register and which are required by law to be filed.

any Security Interest created under the Finance Documents or with the consent of the Lender;

any Security Interest arising by operation of law other than as a result of any action on the part of an Obligor undertaken with the express intention of creating such a Security Interest or incurring any Financial Indebtedness (other than Permitted Indebtedness);

in respect of any member of the Borrower Group, any Security Interest arising under any retention of title arrangement or arrangements having similar effect in respect of goods supplied to an Obligor in the ordinary course of its business and on the supplier’s standard or usual terms and not arising as a result of any default or omission by an Obligor;

in respect of the Lessee and the Owner only, any Security Interest arising under any hire purchase or conditional sale agreement or arrangements having similar effect in respect of goods supplied to Lessee or Owner (as the case may be) in the ordinary course of its business and on the supplier’s standard or usual terms and not arising as a result of any default or omission by Lessee or Owner (as the case may be);

any netting or set-off arrangement entered into by an Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances or pursuant to any Hedging Agreement;

any Security securing any receivables of the Lender under the Existing Facility and related security and finance documents provided that the same is released on or prior to the first Utilisation Date under the Security Release Agreement.

Marriot International;

Four Seasons;

Fairmont Hotels & Resorts;

Starwood; or

Hilton International.

it is or becomes unlawful for an Obligor to perform any material payment obligation under the Finance Documents to which it is a party; or

any material provision of any Finance Document is not effective in accordance with its terms or is alleged by an Obligor to be ineffective for any reason.

building No. (čp.) 43 on plot of land No. 988 (Inter-Continental Hotel Prague);

building No. (čp.) 44 on plot of land No. 986/2 (Golden Prague Residence);

plot of land No. 988;

plot of land No. 986/2;

plot of land No. 987/1;

plot of land No. 989/1; and

plot of land No. 989/2,

resident (as defined in the appropriate double taxation agreement) in a country with which the Netherlands and the Czech Republic each has a double taxation agreement giving residents of that country full exemption from both Netherlands and Czech Republic taxation on interest; or

resident in the Czech Republic or the Netherlands for tax purposes of the Czech Republic or the Netherlands (as the case may be).

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 bankruptcy (faillissement), moratorium (surséance van betaling), insolvency, reorganisation, fraudulent conveyance (actio pauliana) and other laws generally affecting the rights of creditors;

the time barring of claims under applicable limitation laws (including the limitation acts in force from time to time in England, the Czech Republic and the Netherlands), the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void, and defences of set-off or counterclaim;

a court construing security expressed to be created by way of fixed security as being floating security, or security purporting to be constituted as an assignment as being a charge;

the enforcement of rights under the Finance Document may be limited by the application of Article 3 (3) and Article 7 of the Rome Convention;

in respect of any Finance Document governed by Czech or Dutch law, mandatory provisions of applicable Czech or Dutch law (as the case may be) prevail over any arrangement of the parties to such Finance Document to the extent such arrangement deviates from the relevant mandatory provision of Czech or Dutch law (as the case may be);

reservation which is made expressly in, or can be implied from, any other Finance Document;

any other general principles, reservations or qualifications which are set out as qualifications as to matters of law in any legal opinion delivered to the Lender pursuant to Schedule 2 (Conditions Precedent Documents); and

the rights and obligations of the parties to the Finance Documents in as far as they are governed by Dutch law, are subject to the principle of good faith/reasonableness and fairness (redelijkheid en billijkheid) which under Netherlands law governs the relationship between the parties to a contract and which, in certain circumstances, may limit or preclude the reliance on, or enforcement of, contractual terms and provisions.

mortgage agreement establishing the Mortgage;

agreement on pledge of receivables arising from the Lease Agreements establishing the Lease Pledge;

agreement on pledge over trademarks establishing the Trademark Pledge;

agreement on pledge of receivables arising from the Hotel Management Agreement and the License Agreement establishing the Receivables Pledges;

agreements on security assignment of insurance proceeds establishing the Insurance Security Assignments;

the Owner Guarantee

the Lessee Guarantee

agreement on pledge over movables establishing the FF&E Pledge;

agreements on pledge of receivables arising from bank account(s) establishing the Accounts Pledges;

the Subordination Agreement;

deed of pledge, agreements on pledge of ownership interests and agreements on pledge of shares establishing the Share Pledges;

any other document designated as such by the Lender and the Borrower.

those loans subordinated at the date hereof under the terms of the Subordination Agreement and any loan made after the date of this Agreement by the Ultimate Parent (or any Subsidiary thereof) to an Obligor where the lender (or lenders, as the case may be) in respect of such loan have, prior to making such loan, acceded to the Subordination Agreement (if not an original party thereto); or

the amount of any debt owed to the Lessee by any member of the Borrower Group where such debt arises as a result of the Lessee settling any obligation owed to a third party by the relevant member of the Borrower Group on behalf of such member of the Borrower Group.

all Security Documents, save for any which are Conditions Subsequent and to which any period for satisfaction (whether originally applicable or extended in accordance with Schedule 1 Part 2 (Conditions Subsequent)) applies, being in full force and effect;

the Borrower having:

provided to the Lender an updated extract from the Real Estate Register showing that the registration of the Mortgage is current and that no further liens and mortgages ranking in priority to it have been registered; or

if the Mortgage has not been registered, the Borrower demonstrating to the Lender’s satisfaction that it is using reasonable efforts to procure such registration;

no Event of Default being continuing;

a Term-out Notice (together with an Amortisation Schedule agreed between the Borrower and the Lender) having been served under Clause 4.4.1 (Term-out option and Amortisation);

if the Term-out Notice stipulates that interest is to be calculated on a Floating Rate Basis, a Hedging Agreement in form and substance satisfactory to ensure that the Borrower can meet the various ICR tests in this Agreement; and

a security assignment granted by the Borrower in favour of the Lender in respect of the Borrower’s rights under any Hedging Agreement.

a Finance Document;

any new Lease Document;

each Material Contract;

any SDNA or

any other document designated as such by the Lender and the Borrower.

Construction

In this Agreement, unless the contrary intention appears, a reference to:

an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;

assets includes any present and future properties, revenues and rights of every description;

disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money including, without limitation, under any derivative transaction or any other transaction which has the commercial effect of a borrowing;

know your customer requirements are the identification checks that the Lender requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer including (but not limited to) the requirements of the German “Gesetz über das Kredit wesen” Section 18;

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation which is binding upon the relevant Obligor;

a Default or Event of Default being outstanding means that it has not been remedied or waived in writing by the Lender;

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

a Finance Document or another document is a reference to that Finance Document or other document as amended;

a document being in an agreed form means that the form and content of the document have been approved by the Lender and the Borrower;

a report, opinion or other document being appropriately addressed means such report, opinion or other document is addressed in the manner required by the Lender and notified to the Borrower before the date of this Agreement;

a time of day is a reference to Berlin time;

reference to the singular shall include the plural and vice versa; and

a reference to the date of this Agreement and any similar phrase means 20 February 2007.

Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding any term of any Finance Document, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of any Finance Document.

Unless the contrary intention appears:

a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

any obligation of the Borrower under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of the Borrower is or may be outstanding under the Finance Documents.

The headings in this Agreement do not affect its interpretation.

Where the consent, permission or approval (“Consent”) of an Obligor is required under any Material Contract and under the terms of the relevant agreement such Obligor is not entitled to unreasonably withhold or delay its consent, and where the consent of the Lender is also required under the Finance Documents before the Obligor granting its consent, then the Lender shall not unreasonably withhold or delay its consent, provided that the Borrower has provided the Lender with all documents and information reasonably requested by the Lender in sufficient time to enable the Lender to reach a considered decision.

FACILITY AND PURPOSE

firstly, for repaying monies owing under the Existing Facility Agreement;

secondly, for paying fees and expenses incurred in connection with such repayment;

thirdly, for making a Permitted Loan; and

fourthly, for making distributions to shareholders.

CONDITIONS PRECEDENT AND UTILISATION

Documentary conditions precedent

The Lender shall have no obligation to make a Loan unless and until it has notified the Borrower that it has received all of the documents and evidence set out in Part 1 of Schedule 1 (Conditions precedent documents) in form and substance satisfactory to it. The Lender must give this notification to the Borrower promptly upon being so satisfied.

If the Loan specified in a Request has not been utilised within twenty (20) Business Days of the date of receipt of the Request, or such longer period as the Lender may confirm in writing, then the Request will lapse.

Conditions subsequent

Number of Loans

Giving of Requests

The Borrower may borrow a Loan during the Availability Period by giving to the Lender a duly completed Request. A Request is irrevocable.

Unless the Lender otherwise agrees, the latest time for receipt by the Lender of a duly completed Request is 12.00 p.m. five Business Days before the Utilisation Date.

Completion of Request

A Request will not be regarded as having been duly completed unless:

the Utilisation Date is a Business Day falling within the Availability Period;

the amount of the Loan requested does not exceed the Commitment available on the proposed Utilisation Date;

the payment instructions are specified;

the previous Request submitted was made at least one month prior to the date of such Request; and

the amount of the Loan requested is in a minimum amount of €500,000 and an integral multiple of €100,000.

Further conditions precedent

the Repeating Representations are correct in all material respects; and

no Default (or, in the case of a Loan that is deemed to be repaid and redrawn on a Roll-over Date in accordance with Clause 4.2 (Roll-over Notice), Event of Default) is outstanding or would result from the making of the Loan.

Advance of the Loan; Prepayment of Existing Facility

Subject to the terms of this Agreement, the Lender shall make the Loan available to the Borrower on each Utilisation Date.

The Lender, the Existing Lender and the Borrower agree that all monies required to be repaid under the Existing Facility as a result of the service of the Prepayment Notice (including, for the avoidance of doubt, all interest, fees and other costs payable in respect thereof and comprehensively described in the Prepayment Notice) shall be offset against the first Loan as of the Utilisation Day of the first Loan.

The first Loan made under this Agreement shall be advanced to the Borrower net of monies described in Subsection 3.7.2. As a result of the offset the Borrower shall be released from all of its obligations under the Existing Facility Agreement, which agreement the Borrower and the Existing Lender agree shall automatically terminate at that time.

The Existing Lender acknowledges and agrees that the execution by the Obligors and other parties of this Agreement and each Finance Document referred to herein shall, notwithstanding any provision to the contrary in the Existing Facility Agreement and any document entered into pursuant thereto or in connection therewith, not constitute a breach thereof, an Existing Facility Event of Default or an Event of Default.

REPAYMENT

Revolving Loans

Roll-over

Repayment

Term-out option and amortisation

On or before the day falling 532 days from and including the date of the first Utilisation Date the Borrower may, subject to Clause 4.4.2 below, serve a Term-out Notice in respect of the whole or part of the Loans. Such notice shall specify that the whole, or an amount of, the Loans are to be termed out and the Proposed Term-out Date. The Parties confirm that the Term-out Notice was served by the Borrower on 14 August 2008 pursuant to which the Loans have been termed-out. From the Term-out Date the Final Maturity Date in respect of the amount of the Loans termed-out shall be the date falling five years after the first Utilisation Date (the “Initial Term”) and further from the Extension Date, the Final Maturity Date in respect of the amount of the Loans termed-out shall be the date falling eight years after the first Utilisation Date and if such date is not a Business Day, it shall be the preceding Business Day.

The Lender shall promptly notify the Borrower upon satisfaction of the Term-out Conditions.

Any Loans not termed-out under Clause 4.4.1 above, and in relation to which the Term-out Date has not occurred by the Initial Maturity Date, shall be repaid in full, together with all other outstanding amounts relating to such Loans, to the Lender on the Initial Maturity Date.

Any Loans that are termed-out under Clauses 4.4.1 above shall thereafter be repaid on the dates and in the amounts specified in the Amortisation Schedule, except that on and from the Standstill Date until the end of the Initial Term, the Amortisation Schedule shall be dis-applied and the Borrower will not be required to make any amortising payments during such period.

From the Extension Date the Loans termed-out pursuant to Clause 4.4.1 above shall be amortised in accordance with an amortisation schedule to be agreed between the Borrower and the Lender in writing, not later than 5 Business Days prior to the end of the Initial Term based on an amortisation of the Initial Loan Amount at 3% per annum.

On or before the Extension Date the Borrower must enter into a Hedging Agreement in a form and substance satisfactory to the Lender (acting reasonably) to ensure that the Borrower can meet the various ICR and DSCR tests under this Agreement during the Extension Term.

Notwithstanding anything to the contrary herein, if any amount of the Commitment has not been drawn as at the date of the Term-out Notice, the Borrower may specify in such notice that it wishes to draw down a Loan in an amount equal to undrawn amount of the Commitment, which Loan shall, subject to the provisions of Clause 3 (Conditions Precedent and Utilisation), be made by the Lender on the Term-out Date.

PREPAYMENT AND CANCELLATION

Mandatory prepayment — illegality

The Lender must notify the Borrower promptly if it becomes aware that it is unlawful in England, the Lender’s jurisdiction of incorporation, the Czech Republic or any other relevant jurisdiction for the Lender to perform any of its obligations under a Finance Document or to fund or maintain the Loan.

After notification under Clause 5.1.1 above:

the Borrower must repay or prepay the Loan on the date specified in Clause 5.1.3 below; and

the Commitment will be immediately cancelled.

The date for repayment or prepayment of the Loan will be:

the next Interest Payment Date; or

if earlier, the date specified by the Lender in the notification under Clause 5.1.1 above, which must not be earlier than the last day of any applicable grace period allowed by law.

Mandatory prepayment — other

For the purposes of this Clause a change of control occurs if any person or persons (other than the Ultimate Parent or any of its Subsidiaries) acting in concert acquires more than 50% of the ordinary share capital of any Obligor other than as a result of a Permitted Reorganisation or as otherwise agreed to by the Lender.

Transfer means:

any direct or indirect transfer, contribution, assignment or conveyance of the entire share capital of the Parent or of any ultimate or intermediate holding company of the Parent provided that the ultimate control of the Parent remains vested in the Ultimate Parent or any of its direct or indirect Subsidiaries following any such transfer, contribution, assignment or conveyance;

any direct or indirect transfer, contribution, assignment or conveyance of the issued share capital of the Borrower to a partnership, joint venture or similar structure (the “New Owner”) so long as the Ultimate Parent or any of its Subsidiaries retains, directly or indirectly, (A) at least a 15% interest in the New Owner following any such transfer, contribution, assignment or conveyance; (B) the Parent or any of its Subsidiaries shall continue to provide services to such structure in respect of the management and operation of its assets; and (C) the New Owner grants a Security Interest in favour of the Lender on substantially the same terms as the Borrower Share Pledge over the issued share capital of the Borrower.

full details of the owners and controllers of any proposed transferee to satisfy all reasonable “know your customer” requirements of the Lender; and

evidence demonstrating to the Lender’s reasonable satisfaction that the proposed transferee is or its owners or controllers are of good repute and standing in English and/or international real estate market.

The Borrower must promptly notify the Lender if it becomes aware of any change of control.

If a change of control or Prepayment Event occurs, the Lender may, by notice to the Borrower:

cancel the Commitment; and

in the case of a:

Voluntary prepayment

The Borrower may, by giving not less than 5 (five) Business Days’ prior notice to the Lender, prepay the Loan in whole or in part (but, if in part, in a minimum amount, and an integral multiple of, €5,000,000).

Prior to the Term-out Date only;

the Borrower may not make more than three prepayments;

amounts prepaid shall not result in a corresponding cancellation of the Commitment and may be redrawn in accordance with Clause 3.5 (Completion of a Request).

After the Term-out Date:

no amount of the Loan prepaid may subsequently be re-borrowed; and

the amount prepaid shall be applied to reduce the balance of the Loan; and

the Commitment shall be automatically cancelled in an amount corresponding to any amount prepaid.

Prepayment to maintain a ratio

Prepayment fees

Involuntary prepayment and cancellation

If any Obligor is, or will be, required to pay to the Lender:

a Tax Payment; or

an Increased Cost,

After notification under Clause 5.6.1 above:

the Borrower must repay or prepay the Loan on the date specified in Clause 5.6.3 below; and

the Commitment will be immediately cancelled.

The date for repayment or prepayment of the Loan will be:

the next Interest Payment Date; or

if earlier, the date specified by the Borrower in its notification.

Automatic cancellation

Miscellaneous provisions

Any notice of prepayment and/or cancellation under this Agreement is irrevocable and 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.

All prepayments under this Agreement must be made with accrued interest on the amount prepaid and, if the prepayment is made on a day which is not an Interest Payment Date, Break Costs thereon. No premium or penalty is payable in respect of any prepayment or cancellation under this Agreement except for Break Costs.

The Borrower may not re-borrow any part of any Loan which is prepaid save in accordance with Clause 5.3.2 (Voluntary Prepayment).

No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

No amount of the Commitment cancelled under this Agreement may subsequently be reinstated.

Mitigation

the Lender shall, following consultation with the Borrower and at the cost of the Borrower, endeavour to take such steps as the Lender considers reasonable and available to it (including transfer of its rights and obligations to an Affiliate or other Facility Office), to mitigate the effects of such circumstances, provided that the Lender shall not be under any obligation to do so if, in the opinion of the Lender (acting reasonably), such steps may have a material adverse effect on its business operations or financial condition; and

the Borrower may (for so long as the circumstance giving rise to the payment continues) cancel the whole of the undrawn part of the Facility provided that on the next Interest Payment Date the Senior Liabilities are discharged in full.

INTEREST

Calculation of interest

The rate of interest on the Loan prior to the Term-out Date is the percentage rate per annum equal to the aggregate of the applicable:

Margin;

EURIBOR; and

Mandatory Cost.

If a Term-out Notice is served, the rate of interest on the Loan after the Term-out Date shall be:

where the Borrower has elected in the Term-out Notice that interest is to be calculated on a Floating Rate Basis, calculated on the same basis as set out in Clause 6.1.1; or

where the Borrower has elected in the Term-out Notice that interest is to be calculated on a Fixed Rate Basis, the percentage rate per annum equal to the aggregate of the applicable:

Margin;

the Swap Rate; and

Mandatory Cost.

In respect of the first Interest Period for any Loan which is less than one month, if no EURIBOR rate is available for the exact period from the Utilisation Date until the next Interest Payment Date, EURIBOR for such Interest Period shall be interpolated by reference to Screen Rates for that Interest Period in a manner consistent with standard market practice.

Payment of interest

Except where it is provided to the contrary in this Agreement, the Borrower must pay to the Lender accrued interest on the Loan on each Interest Payment Date.

Subject to Clause 6.3.3 below, the Borrower must pay to the Lender accrued interest on the Loan on each Interest Payment Date including from funds available to it in the Deposit Account.

Notwithstanding Clause 6.3 below and only until the end of the Initial Term, if (i) the Borrower is unable to make a payment of accrued interest on the date due for its payment and (ii) all of the funds standing to the credit of the Borrower in the Deposit Account have been depleted then, but only up to a maximum amount equal to the Minimum Liquidity Reserve Amount, such accrued and payable but unpaid interest shall be capitalised and added to the principal of the Loan. For the avoidance of doubt, no amount of interest may be capitalised and added to principal after the Extension Date.

Interest on overdue amounts

If an Obligor fails to pay any amount payable by it under a Finance Document 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 6.3.2 below, is two (2) 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 Lender (acting reasonably). Any Interest accruing under these Clauses 6.3.1 to 6.3.3 shall be immediately payable by the applicable Obligor on demand by the Lender.

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:

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

the rate of interest applying to the overdue amount during that first Interest Period shall be two (2) per cent. higher than the rate which would have applied if the overdue amount had not become due.

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.

For the avoidance of doubt, this Clause 6.3 shall not apply to unpaid interest capitalised pursuant to Clause 6.2.3 above.

Insurance Default Interest

If an Insurance Undertaking Default occurs, the Lender has a right to impose a default interest in the amount and manner set out in this Clause 6.4.

The rate of Default interest shall be 2% per annum calculated on the amount of the Loan outstanding at the date of the occurrence of the relevant Insurance Undertaking Default (the “Insurance Default Interest”).

Insurance Default Interest shall accrue from the day following the occurrence of the Insurance Undertaking Default and ending on the day on which the Insurance Undertaking Default is no longer continuing. The Insurance Default Interest shall be payable in arrears on each Interest Payment Date for the preceding interest period.

Notification of rates of interest

INTEREST PERIODS

Length of Interest Periods

Each Loan has successive Interest Periods.

Each Interest Period for a Loan will start on its Utilisation Date or on the expiry of its preceding Interest Period and end on the next Interest Payment Date.

An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

Consolidation

Before the Term-out Date all Loans will be consolidated on each Interest Payment Date and subsequently treated as not more than two Loans.

All Loans termed out under Clause 4.4 (Term-out option and amortisation) will be consolidated on the Term-out Date and subsequently treated as one Loan.

MARKET DISRUPTION

Failure of a Reference Bank to supply a rate

Market disruption

In this Agreement a market disruption event occurs if EURIBOR is to be calculated by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate to determine EURIBOR for Euro and the relevant Interest Period by 11.00 a.m. on the Quotation Day.

The Lender must promptly notify the Borrower of a market disruption event.

After notification under Clause 8.2.2 above, the rate of interest on the affected Loan for the relevant Interest Period will be the aggregate of the applicable:

Margin;

rate which expresses as a percentage rate per annum the cost to the Lender of funding the Loan from whatever source it may reasonably select; and

Mandatory Cost.

Alternative basis of interest or funding

TAXES

Tax gross-up

The Borrower shall make, and shall procure that each other Obligor makes, all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

If:

the Lender is not, or ceases to be, a Qualifying Lender; or

the Borrower or the Lender is aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction),

Except as provided below, if a Tax Deduction is required by law to be made by the Borrower or any other Obligor or the Lender, the Borrower shall or, as the case may be, shall procure that the relevant Obligor will, increase the amount of the payment due from the Borrower or any such Obligor to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

Except as provided below, an Obligor is not required to make an increased payment under Clause 9.1.3 above for a Tax Deduction to the Lender if the Lender is not, or has ceased to be, a Qualifying Lender in excess of the amount that such Obligor would have had to pay had the Lender been, or not ceased to be, a Qualifying Lender.

Clause 9.1.4 above will not apply if the Lender has ceased to be a Qualifying Lender by reason of any change after the date it became the Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority.

An Obligor is not required to make an increased payment to the Lender under Clause 9.1.3 above for a Tax Deduction if the Obligor is able to demonstrate that the Tax Deduction would not have been required if the Lender had complied with its obligations under Clause 9.1.9 below.

If the Borrower or any other Obligor is required to make a Tax Deduction, the Borrower must or, as the case may be, must procure that such Obligor will, make the minimum Tax Deduction required by law and make any payment required in connection with that Tax Deduction within the time allowed by law.

Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Borrower must or, as the case may be, must procure that the relevant company will, deliver to the Lender evidence satisfactory to the Lender (acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

The Lender must co-operate with the Borrower in completing any procedural formalities necessary for each Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax indemnity

Except as provided below, the Borrower must indemnify the Lender against any loss or liability which the Lender (in its absolute discretion) determines will be or has been suffered (directly or indirectly) by it or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.

Clause 9.2.1 above does not apply to:

any Tax assessed on the Lender under the laws of the jurisdiction in which:

the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender has a Facility Office and is treated as resident for tax purposes; or

the Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

the extent a loss, liability or cost is compensated for by an increased payment under Clause 9.1.3 (Tax gross-up) or would have been compensated for by an increased payment under Clause 9.1.3 but was not so compensated solely because one of the exclusions in Clauses 9.1.4 or 9.1.6 applied.

If the Lender makes, or intends to make, a claim under Clause 9.2.1 above, it must promptly notify the Borrower of the event which will give, or has given, rise to the claim.

Tax Credit

a Tax Credit is attributable to that Tax Payment; and

it has used and retained that Tax Credit,

Stamp taxes

Value added taxes

Any amount (including costs and expenses) payable under a Finance Document by the Borrower is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the Borrower must pay to the Lender (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax.

Where a Finance Document requires any Party to reimburse the Lender for any costs or expenses, that Party must also at the same time pay and indemnify the Lender against all value added tax or any other Tax of a similar nature incurred by the Lender in respect of those costs or expenses but only to the extent that the Lender (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the Tax.

Conduct of business by the Lender

interfere with the right of the Lender to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

oblige the Lender to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

INCREASED COSTS

Increased Costs

the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; or

compliance with any law or regulation made after the date of this Agreement,

Exceptions

compensated for by payment of Mandatory Costs;

compensated for under another Clause or would have been but for an exception to that Clause;

arises from a tax on the overall net income, profit or gain of the Lender or the Lender and/or its Affiliate;

attributable to the Lender wilfully failing to comply with any law or regulation or the terms of any of the Finance Documents; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government regulator, the Lender or any of its Affiliates).

Claims

PAYMENTS

Place

Funds

Distribution

Currency

Business Days

If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

Partial payments

If the Lender receives a payment insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lender must apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Lender payable by the Borrower under the Finance Documents;

second, in or towards payment of any accrued interest or fee due but unpaid under this Agreement and any amount due from the Borrower under any Hedging Agreement;

third, in or towards payment of any principal amount due but unpaid under this Agreement; and

fourth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

This Subclause will override any appropriation made by the Borrower.

Timing of payments

BANK ACCOUNTS

Obligations with regard to accounts

the Accounts Administrator regularly sends to the Lender on or before the fifteenth day falling after each Quarter Date copies of all bank statements of the Specified Accounts and within 10 Business Days following a request from the Lender, TRS shall send to the Lender a bank statement (for a period of last 12 months) in respect of bank account No. 432308100277/0100 held by Komercni Banka a.s.;

the following transfers are made:

unless a Permitted Letter of Credit which is in form and substance satisfactory to the Lender and the use of which the Lender has consented to prior to its issue (neither consent to be unreasonably withheld or delayed) is in effect, at such times and in such manner as required under the Hotel Management Agreement, a transfer of an amount equal to the Maintenance Reserve Amount to the FF&E Account;

at such times and in such manner as required under the Hotel Management Agreement, a transfer to the Lessee Corporate Account of the amount standing to the credit of the Main Operating Account less any amounts entitled to be retained by the Hotel Manager for Working Capital pursuant to the Hotel Management Agreement;

prior to each Interest Payment Date, a transfer of an amount equal to the aggregate of all amounts due to be paid by the Borrower on such Interest Payment Date to the Czech Revenue Account; and

promptly upon completion of any Permitted Reorganisation, a transfer to the Czech Revenue Account of an amount equal to such amounts as are available to be paid to the Borrower from the proceeds of such Permitted Reorganisation;

on the Extension Date, a transfer from the Deposit Account to, or at the direction of, the Lender of an amount equal to the Extension Fee.

the Obligors maintain the Specified Accounts, except for the GPHS Accounts, TRS Accounts and General Owner Account which will be closed immediately after the Permitted Second Merger Date, however in any case not later than five (5) Business Days from the Permitted Second Merger Date. In the period from the Permitted Second Merger Date to the date of closing of the GPHS Accounts, TRS Accounts and General Owner Account (being confirmed in writing by the Accounts Administrator), TRS will not transfer any payments to any of the GPHS Accounts, TRS Accounts or

General Owner Account. Should the balance of any of the GPHS Accounts, TRS Accounts or General Owner Account be positive as at the date of closing of such account, TRS undertakes to transfer any monies from all of these accounts to the Pledged Accounts. TRS shall provide the Lender with a written confirmation of the Account Administrator evidencing that all of the GPHS Accounts, TRS Accounts and General Owner Account have been closed and all monies from those accounts have been transferred to the credit of the Pledged Accounts; and

no Obligor, without the prior consent of the Lender, maintains any other bank account other than the Specified Accounts except for the Permitted Bank Accounts.

Withdrawal from Specified Accounts

The Borrower may only make, or permit the Hotel Manager to make, the following withdrawals from the Specified Accounts:

at any time, withdrawals from the Main Operating Account to make a payment of any amount (including any fees) due from the Borrower, or to be provided or made available by the Borrower to the Hotel Manager, pursuant to the Hotel Management Agreement;

until the Standstill Date, provided that the amount standing to the credit of the Lessee Corporate Account is sufficient so that on the next Interest Payment Date following the proposed withdrawal the Borrower could meet its payment obligations under this Agreement, withdrawals from the Lessee Corporate Account to satisfy any obligations of the Lessee in respect of:

taxes falling due in the Czech Republic;

any Corporate Expenses incurred by the Lessee;

from the Standstill Date, notwithstanding whether the amount standing to the credit of the Lessee Corporate Account is sufficient so that on the next Interest Payment Date following the proposed withdrawal the Borrower could meet its payment obligations under this Agreement, withdrawals from the Lessee Corporate Account shall always be permitted to satisfy any obligations of the Lessee in respect of:

taxes falling due in the Czech Republic;

any Corporate Expenses incurred by the Lessee; and

subject to Clauses 12.2.2 and 12.2.3 below, any fees due to be paid by the Lessee under the Asset Management Agreement.

until the Standstill Date, provided that the Interest Payment Date falling immediately after the most recent of the transfers referred to

in Clause 12.1.2(b) above has occurred, an amount equal to any fees due to be paid by the Lessee under the Asset Management Agreement;

at any time, withdrawals from the Czech Revenue Account to be credited to the Dutch Revenue Account for the purposes of making a Permitted Distribution provided that:

if the proposed withdrawal is to occur within 45 days from and including the date of the most recent Compliance Certificate, no Event of Default is outstanding; or

if the proposed withdrawal is to occur more than 45 days after the date of the most recent Compliance Certificate, the Borrower supplies the Lender with a Compliance Certificate,

and that no such withdrawal may be made until the earlier of the Lender confirming that the information in the Compliance Certificate is satisfactory or the date falling 5 days after the date of any Compliance Certificate;

withdrawals from the GPHS Accounts, TRS Accounts and General Owner Account made under Clause 12.1.3 above.

From the Standstill Date, the Borrower may only make, or permit the Hotel Manager to make, payments of 50% of the amount of the fees otherwise due to be paid by the Lessee under the Asset Management Agreement, until such time as a DSCR of 120% has been achieved on two consecutive DSCR Test Dates at which time the then accrued unpaid portion of such fees may be remitted.

If at any time after the condition set forth in Clause 12.2.2 has been achieved the DSCR on any relevant Test Date again falls below 120%, the Borrower shall be again obliged to only make, or permit the Hotel Manager to make, payments of 50% of the amount of the fees otherwise due to be paid by the Lessee under the Asset Management Agreement until such time as a DSCR of 120% has again been achieved on two consecutive DSCR Test Dates at which time the then further accrued and unpaid portion of such fees may be remitted.

Miscellaneous Accounts provisions

The Borrower must ensure that no Specified Account exceeds any applicable overdraft limit.

Any amount received or recovered by the Obligors otherwise than by credit to a Specified Account must be held subject to the security created by the Finance Documents and immediately be paid to the relevant Specified Account or to the Lender in accordance with Finance Documents in the same funds as received or recovered.

On each Interest Payment Date the amount standing to the credit of the Czech Revenue Account, shall be applied or retained in the following manner and order:

first, in or towards payment of, or retention for, any fees or expenses then due and payable to the Lender pursuant to the Finance Documents;

secondly, in or towards payment of, or retention for, any interest then due and payable under this Agreement and any amount due from the Borrower under any Hedging Agreement;

thirdly, in or towards payment of, or retention for, any principal amount then due and payable under this Agreement;

fourthly in payment of any prepayment then due under Clauses 16.9.6 (Loan to Value Ratio) and/or 16.10.1 (Interest Cover);

fifthly transferred to the Deposit Account pursuant to Clause 16.10.2 (Interest Cover) (if applicable);

sixthly, in or towards payment of any other amounts then due and payable under any Finance Document;

seventhly, any surplus shall be treated in accordance with Clause 12.3.4.

Any surplus amount standing to the credit of the Czech Revenue Account after the application of the waterfall in accordance with Clause 12.3.3 shall be applied as follows:

prior to the Term-out Date, provided that no Event of Default is outstanding and five days have elapsed since the date of the most recent Compliance Certificate or (if earlier) the Lender has confirmed that the information therein is satisfactory, the surplus amount shall be immediately transferred to the Dutch Revenue Account;

after the Term-out Date but prior to the Standstill Date:

if: