Exhibit 5 Clause Samples

Exhibit 5. 8.6 correctly sets forth each: (i) pension plan, agreement, program, policy, commitment or arrangement (including retirement, widows’, dependents’ and disability pensions) and old-age part-time schemes, (ii) other employee benefit plan, agreement, program, policy, commitment or arrangement (whether funded or unfunded, on a defined benefit or defined contribution basis, or otherwise) relating to retirement, death, disability, welfare benefits, medical benefits or anniversary payments, and (iii) severance, retention, employment, indemnification, consulting, “change of control”, bonus, incentive (equity-based, equity-related or otherwise), deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, in each case (under clauses (i), (ii) and (iii)) sponsored, maintained, entered into or contributed to, or required to be sponsored, maintained, entered into or contributed to, by the Company or the Lessee (the “Benefit Plans”). All the plans, agreements, programs, policies, commitments and arrangements set forth, or required to be set forth, in Exhibit 5.8.6 are and have been established, amended and operated in accordance with their terms and applicable Law. Any adjustments of pensions under the Benefit Plans have been made to the maximum extent permitted by applicable Law. True and complete copies of the following have been delivered to Purchaser prior to the date hereof: (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, written descriptions thereof), including any amendments thereto, and (ii) the two most recent actuarial valuations for each Benefit Plan (if any). Any pension or other obligations of the Company or the Lessee under the Benefit Plans have been fully funded based on reasonable actuarial assumptions and applicable Laws or, to the extent not funded, have been fully reflected in the 2014 Financial Statements in accordance with applicable accounting principles. No taxes are due and payable on any Benefit Plans or on any benefits (whether accrued or not) thereunder. All contributions to the pension security fund (Pensionssicherungsverein) (or similar funds or institutions under the Laws of any jurisdiction other than Germany) have been duly and timely paid. There are no pending or threatened claims against any Benefit Plan, the Company, the Lessee or the Hotel.

Exhibit 5. 8.2 contains a list, true and correct in all material respects, as of the date hereof, of all employees of the Company (including part-time employees and trainees (Auszubildende), including, for each person, its function, age, date of employment as well as the entire remuneration (including fixed salary, vacation payments, company car, bonus payments, direct insurance, pension agreement, if any, etc.) granted by the Company to such person for the year from January 1, 2013 to December 31, 2013 and for the year ending December 31, 2014.

Exhibit 5. 8.1 contains a true and complete list, as of the date hereof, of all employees of the Company and of the Lessee whose annual salary (including any fixed minimum bonus, but excluding any variable or discretionary bonus and any benefits) is in excess of € 30,000 (the “Key Employees”). True and complete copies of the employment agreements of all Key Employees, as in effect as of the date hereof, including all amendments and side agreements, have been delivered to Purchaser prior to the date hereof. As of the date hereof, no notice of termination of any such employment agreement has been given, and no Key Employee has expressed the intention to terminate his or her employment with the Company.

Exhibit 5. 1.31 contains a complete list of insurance policies currently maintained by or for the benefit of the Company. There is no demand pending under any of its policies or certificates in respect of which coverage has been questioned, denied, or discussed by the underwriters of such policies or certificates, or in respect of which such underwriters have reserved their rights. All premiums due under these policies and certificates have been timely paid and the Company has fully complied with the terms and conditions of such policies and certificates. Insurance policies and certificates (or other policies and certificates providing substantially similar coverage) are in effect and will be in full force and effect or duly renewed on the Closing Date. The Company maintains insurance that covers risks in amounts compatible with the practice of the industry in Brazil and all insurance policies were contracted under market conditions. To the best of Sellers' knowledge, there is no imminent termination of, increase in premium in respect of, or significant change in the coverage provided for in any such policies or certificates. The Company is the sole beneficiary of such insurance policies contracted by it. The Company has not failed to act or committed any act that could cause its insurers to refuse to indemnify it, as applicable, for the occurrence of insured events. No notice of cancellation or termination has been received in relation to such policies.

Exhibit 5. 8.3 contains a true and complete list, as of the date hereof, of all material collective agreements and material standard practices (e.g. betriebliche Übungen, Gesamtzusagen) by which the Company is bound. The Company is in full compliance with any such agreements, plans, schemes and practices. The Company is not bound by any collective bargaining agreements (Tarifverträge), but is in compliance with the agreements published by D.E.H.O.G.A. (German Hotel Association).

Exhibit 5. 1.18 (i) contains a true and complete list of all employees employed on a permanent basis by the Group Companies with a fixed annual base salary (Grundgehalt) exceeding EUR 75,000.00 (in words: seventy-five thousand Euros) and of all managing directors of any Group Company, in each case as of 1 September 2008 ("Key Employees"). Except as set forth in Exhibit 5.1.18 (ii), as of the Signing Date, none of the Key Employees has given to any Group Company a written notice of termination of his or her employment. The execution or consummation of this Agreement or the transactions contemplated herein do not trigger any rights or claims of any Key Employee. No Group Company is bound by any option or similar plan relating to shares or other participations in any Group Company.

Exhibit 5. 15.1 a hereto sets forth a complete and accurate list (by company for each of the EFO Group Companies) of all employees, including managing directors, part-time employees, employees from temporary employment agencies, employees with pending employment agreements, or employment agreements with a fixed term, (collectively referred to herein as the “Employees”), including in each case their current position, total current annual compensation (including bonus or other payments), outstanding promises of additional remuneration (unless specified there is none), date of entry, termination notice period for out of tariff employees (for all tariff employees the statutory termination periods apply), and special termination protection, or benefits, if any. The employees listed in Exhibit 5.15.1 a include all employees material to or required for the conduct of the business of the EFO Group as currently conducted. 5.15.1 b hereto contains true and complete copies of all standard employment agreements used by the EFO Group Companies. Exhibit 5. 15.1 c contains a list of the Employees with whom the EFO Group Companies have not entered into written employment agreements and describes all material terms and conditions of their employment agreements with the EFO Group Companies. None of the Employees has an employment or other agreement the provisions of which deviate from those of the standard employment agreements contained in Exhibit 5.15.1 b or the terms and conditions of the oral employment agreements described in Exhibit 5.

Exhibit 5. 7 to the Original Loan and Security Agreement is hereby deleted in its entirety and replaced with the form of Exhibit 5.7 (Tax Identification Number) attached as Schedule 2 to this Amendment.

Exhibit 5. 9.6 hereto sets forth a complete and correct list of all customer complaints received by any of the EFO Group Companies during the two (2) years prior to the date of this Agreement.