SHALL OCCUR AT 24:00 CET/00:00 CET OF SUCH LAST DAY OF THE CALENDAR
MONTHS (E.G. 31 OCTOBER 2010/1 NOVEMBER 2010).
6.3
THE SELLERS SHALL, AND SHALL CAUSE THEIR AFFILIATES AND THIRD
PARTIES TO, (I) HAND OVER TO THE PROPCO BUYERS OR A THIRD PARTY NOMINATED BY THE
PROPCO BUYERS ALL DOCUMENTS RELATING TO THE PROPERTIES ALL OF WHICH ARE
PropCo Agreement
LISTED IN ANNEX 6.3-1(A) AS HARD COPIES ON OR AFTER THE PAYMENT
DATE AND (II) USE REASONABLE BEST EFFORTS TO LOCATE AND HAND OVER THE ADDITIONAL
MISSING DOCUMENTS LISTED IN ANNEX 6.3-1(B) BY THE PAYMENT DATE, WITHOUT ANY
OBLIGATION TO REFURBISH ANY DOCUMENTS LISTED IN ANNEX 6.3-1(B), TO THE EXTENT
LEGALLY PERMISSIBLE UNDER APPLICABLE STATUTORY RULES AND REGULATIONS (ESPECIALLY
APPLICABLE DATA PROTECTION LAWS). THE SELLER PROPCOS UNDERTAKE TO PROMPTLY
DELIVER TO THE PROPCO BUYERS ANY DOCUMENTS RELATING TO THE PROPERTIES WHICH THE
SELLER PROPCOS MAY RECEIVE THEREAFTER OR AFTER THE PAYMENT DATE. THE SELLER
PROPCOS SHALL HAND OVER ANY SPARE KEYS OR SPARE CODE CARDS FOR THE PROPERTIES TO
THE PROPCO BUYERS ON THE PAYMENT DATE. ALL OTHER KEYS OR CODE CARDS ARE USED BY
THE PERSONS AS LISTED IN ANNEX 6.3-2 WHICH ALSO CONTAINS AN OVERVIEW OF THE
LOCKING SYSTEM (SCHLIESSPLAN) OF THE PROPERTIES. SELLER PROPCOS AND THE PROPCO
BUYERS SHALL (AND PROPCO BUYERS SHALL ENSURE ANY LESSEE OF THE PROPERTIES SHALL)
AFFORD TO EACH OTHER AS WELL AS THEIR RESPECTIVE COUNSEL, ACCOUNTANTS, AND OTHER
DESIGNATED REPRESENTATIVES REASONABLE ACCESS AND DUPLICATING RIGHTS (WITH
COPYING COSTS TO BE BORNE BY THE REQUESTING PARTY) DURING NORMAL BUSINESS HOURS
AND UPON REASONABLE NOTICE, TO ALL BOOKS, RECORDS, DOCUMENTS AND COMMUNICATIONS
RELATING TO THE PROPERTIES AND WITHIN THE KNOWLEDGE, POSSESSION, CUSTODY OR
CONTROL OF THE RESPECTIVE OTHER PARTY AND TO THE EXTENT SUCH DOCUMENTATION IS
REQUIRED TO COMPLY WITH ITS STATUTORY OBLIGATIONS UNDER APPLICABLE LAW. AS OF
THE BEGINNING OF THE DAY FOLLOWING THE PAYMENT DATE (00:00 CET), THE PROPCO
BUYERS ARE LIABLE FOR THE PREMISES (TRAGEN DIE VERKEHRSSICHERUNGSPFLICHT) AND
ANY THIRD PARTY RISK (HAFTPFLICHTRISIKO).
6.4
DEVIATING FROM THE STATUTORY PROVISIONS, THE PROPCO BUYERS
ACKNOWLEDGE THAT THEY WILL NOT ASSUME THE EXISTING INSURANCE CONTRACT BUT SHALL
PROCURE INSURANCE FOR THE PROPERTIES AS OF THE BEGINNING OF THE DAY FOLLOWING
THE PAYMENT DATE (00:00 CET). SSLI WILL OBTAIN COVERAGE FOR THE PROPCO BUYERS
UNDER THE EXISTING INSURANCE POLICIES FROM THE DAY FOLLOWING SIGNING DATE UP TO
AND INCLUDING THE PAYMENT DATE AS ADDITIONAL NAMED INSURED UNDER THE EXISTING
INSURANCE POLICIES FOR THE PROPERTIES AND WILL USE BEST EFFORTS TO PROVIDE
SIMILAR INSURANCE COVERAGE UNDER ANY FUTURE INSURANCE POLICY, IN THE EVENT THE
EXISTING INSURANCE POLICIES ARE REPLACED. ANNEX 6.4-1 CONTAINS A LIST OF
INSURANCE CLAIMS PENDING AS OF THE DATE HEREOF. THE EXISTING INSURANCE POLICIES
ALSO COVER THE FF&E AND ANY SUCH FUTURE POLICIES WILL ALSO COVER FF&E. THE
PROPCO BUYERS SHALL WITHOUT UNDUE DELAY (UNVERZÜGLICH) INFORM THE EXISTING
INSURANCE COMPANIES AS LISTED IN ANNEX 6.4-2 ABOUT THE ACQUISITION OF THE
PROPERTIES AND THE NEW INSURANCE POLICIES ENTERED INTO. SSLI COVENANTS TO