BUSINESS OF PRAMERICA OR GHS AND THEIR
RESPECTIVE AFFILIATES AS A GROUP. IF THE PROPCO BUYERS HAVE USED REASONABLE
EFFORTS, THEY ARE NOT LIABLE TO THE SELLERS FOR THE FAILURE TO OBTAIN CLEARANCE.
21.
PERIOD UNTIL PAYMENT DATE
21.1
UNTIL THE PAYMENT DATE, THE SELLERS SHALL, AND HOLDCO SHALL CAUSE
THE SELLERS TO, UNLESS OTHERWISE (I) REQUIRED BY LAW, REGULATIONS, ORDERS BY
PUBLIC AUTHORITIES OR BY COURT RULINGS OR (II) PERMITTED BY PROPCO BUYERS:
21.1.1
MAINTAIN AND MANAGE THE PROPERTIES IN CLOSE COOPERATION WITH THE
PROPCO BUYER MATERIALLY IN THE ORDINARY COURSE OF BUSINESS INCLUDING DEALING
WITH (VERFÜGEN ÜBER) THE FF&E AS BE DESCRIBED IN 10.1 WITH THE CARE OF A PRUDENT
BUSINESSMAN; REPLACE AND DISPOSE OF FF&E ONLY IN THE ORDINARY COURSE OF BUSINESS
AND NOT SELL, TRANSFER OR ENCUMBER THE FF&E; NOT UNDULY DEFER ANY NECESSARY
MAINTENANCE OR REPLACEMENT MEASURES; NOT COMMIT ANY OF THE PURCHASE OBJECTS TO
ANY NEW MORTGAGE, PLEDGE, LIEN, SECURITY OR ENCUMBRANCE OF ANY KIND, EXCEPT FOR
THOSE ARISING BY OPERATION OF LAW OR PURSUANT TO THE REQUIREMENTS OF THE
EXISTING FINANCING ARRANGEMENTS;
21.1.2
ENSURE THAT THE SECURITY SERVICES FOR THE REINBEK PROPERTY AND
HANNOVER PROPERTY CONTINUE AS CURRENTLY BEING PERFORMED;
21.1.3
COMPLETE THE RENOVATION WORK CURRENTLY BEING CARRIED OUT ON THE
BASEMENT IN THE KÖNIGSTEIN PROPERTY;
21.1.4
NOT CARRY OUT ANY MATERIAL BUILDING MEASURES OR MATERIAL CHANGES
IN THE PROPERTY MANAGEMENT (OTHER THAN AS A RESULT OF RESIGNATIONS OF MANAGEMENT
PERSONNEL) WITHOUT THE PRIOR WRITTEN CONSENT OF THE PROPCO BUYERS;
21.1.5
NOT ENTER INTO NEW LEASE AGREEMENTS WITH RESPECT TO THE PROPERTIES
AND THE FF&E WITHOUT THE PRIOR WRITTEN CONSENT OF THE PROPCO BUYERS;
21.1.6
NOT INITIATE ANY JUDICIAL OR FORECLOSURE PROCEEDINGS REGARDING THE
PROPERTIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE PROPCO BUYERS;
21.1.7
INFORM THE PROPCO BUYERS OF ANY MATERIAL NEW OCCURRENCES WITH
RESPECT TO THE BUSINESS;
21.1.8
USE REASONABLE EFFORTS TO CONTINUE THE BUSINESS IN THE ORDINARY
COURSE OF BUSINESS;
21.1.9
not materially reduce the existing insurance coverage for the
Properties except to the extent that continuation of any such insurance coverage
is not available on commercially reasonable terms;
PropCo Agreement
21.1.10
PROVIDE THE PROPCO BUYERS WITH ALL FINANCIAL INFORMATION ON THE
SELLERS PROPCO AND THE PROPERTIES AS THE PROPCO BUYERS REASONABLY REQUEST;
21.1.11
ENSURE THAT THE SUBORDINATION AGREEMENTS SET FORTH IN ANNEX 7.3.13
REMAIN IN FULL FORCE AND EFFECT;
21.1.12
ENSURE THAT IN NONE OF THE SELLERS OR HOLDCO A REASON TO FILE FOR
INSOLVENCY (INSOLVENZGRUND) OCCURS, THAT INSOLVENCY PROCEEDINGS ARE NEITHER
INITIATED NOR OPENED AND THAT, IN CASE INSOLVENCY PROCEEDINGS ARE INITIATED BY
THIRD PARTIES OR OPENED, SUCH INITIATION AND OPENING IS REBUTTED IMMEDIATELY;
21.1.13
REPAY THIRD PARTY DEBT IN THE ORDINARY COURSE OF BUSINESS;
21.1.14
USE BEST EFFORTS AT THEIR OWN EXPENSE TO (I) CAUSE THE DELETION OF
THE PRIORITY NOTICE WITH RESPECT TO THE PROPERTY IN KÖNIGSTEIN AND (II) REMEDY
THE ENCROACHMENT ON NEIGHBORING PROPERTY WITH RESPECT TO THE PROPERTY IN
OBERURSEL BY ACQUIRING TITLE THERETO AND TRANSFERRING SUCH TITLE UPON CLOSING TO
GHS WITH