PAYMENT OF THE AGGREGATE
PURCHASE PRICE AFTER WHICH THEY ARE TO BE RELEASED TO THE PROPCO BUYERS.
CONFIRMATION OF THE NOTARY THAT HE HAS RECEIVED THE DVD AND THE ORIGINALS OF THE
PERFORMANCE BONDS (GEWÄHRLEISTUNGSBÜRGSCHAFTEN) SHALL BE DEEMED EVIDENCE THAT
THIS PAYMENT CONDITION HAS BEEN FULFILLED; THE NOTARY IS WITHER REQUIRED TO
OBTAIN KNOWLEDGE OF THE CONDITIONS OF SUCH DVD.
3.8.2
ALL TAXES IN THE MEANING OF § 3 GERMAN TAX CODE
(ABGABENORDNUNG; AO), INCLUDING ALL INTEREST, DUTIES OR CHARGES ACCESSORY TO
SUCH TAXES (TAXES); WHICH HAVE BECOME DUE BY ONE MONTH PRIOR TO THE PAYMENT
DATE, HAVE BEEN PAID, TO BE EVIDENCED, IN THE DISCRETION OF PROPCO BUYERS, BY
COPIES OF (I) THE CLEARANCE CERTIFICATES (UNBEDENKLICHKEITSBESCHEINIGUNG) OR
(II) EXCERPTS FROM THE TAX AUTHORITIES WITH RESPECT TO TAX ACCOUNTS (AUSZUG DER
FINANZKASSEN);
3.8.3
all Tax returns required to be filed by or on behalf of the Sellers
and HoldCo on or before the Payment Date have been prepared and filed to the
extent that (i) these Tax returns relate in whole or in part to any Tax period
(Veranlagungszeitraum) ending on or before the Payment Date and (ii) no
extension of the filing deadline has been granted by the relevant taxing
authority except as disclosed in Annex 3.8.3; and
3.8.4
BANK OF AMERICA HAS CONSENTED TO THIS PROPCO AGREEMENT.
3.9
FURTHER, THE PROPCO BUYERS AND SELLERS AGREE ON THE FOLLOWING
PAYMENT CONDITIONS AND OTHER CONDITIONS WITH RESPECT TO DEBTS OF THE SELLERS AND
HOLDCO:
3.9.1
BANK DEBT: THE SELLERS SHALL HAVE DELIVERED (AND SSLI SHALL
PROCURE THAT THE SELLERS DELIVER) (IT BEING UNDERSTOOD THAT THE ONLY REMEDY OF A
BREACH OF SUCH OBLIGATION WOULD BE THE REMEDIES PROVIDED FOR IN CLAUSE 3.3.3) A
CONFIRMATION BY THE LENDER BANKS THAT ALL OF THE CONDITIONS PRECEDENT TO THE
EFFECTIVENESS SET FORTH IN THE APPLICABLE SECURITY RELEASE AGREEMENTS, OTHER
THAN PAYMENT OF THE RESPECTIVE PORTION OF THE AGGREGATE PURCHASE PRICE, HAVE
BEEN FULFILLED.
3.9.2
INTERCOMPANY DEBT: ATTACHED HERETO AS ANNEX 3.9.2 IS A LIST
SETTING FORTH ALL DEBT OWED BY SELLER PROPCOS, THE SELLER OPCOS, THE LIMITED
PARTNERS OF THE SELLER PROPCOS THAT ARE SUBSIDIARIES OF HOLDCO, THE GENERAL
PARTNERS OF THE SELLER PROPCOS, AND/OR HOLDCO TO THEIR RESPECTIVE AFFILIATES
(COLLECTIVELY AND ANY UPDATE THERETO REFERRED TO AS INTERCOMPANY DEBT
(INTERCOMPANY DEBT)) EXISTING AS OF 30 APRIL 2010. ON THE PAYMENT DATE, THE
MANAGEMENT OF THE SELLERS AND HOLDCO SHALL DELIVER EITHER AN UPDATE OF THE LIST
OF INTERCOMPANY DEBT SHOWING SUCH DEBT EXISTING AS OF END OF THE MONTH PRECEDING
THE MONTH IN WHICH THE PAYMENT DATE FALLS OR A STATEMENT THAT THERE HAS BEEN NO
CHANGE IN THE INTERCOMPANY DEBT SINCE THE SIGNING DATE.
PropCo Agreement
3.9.3
THIRD PARTY DEBT: ON THE PAYMENT DATE THE SELLERS AND HOLDCO
SHALL DELIVER (I) A CERTIFICATE SETTING FORTH ALL DEBT OWED BY ONE OR MORE OF
SELLER PROPCOS, SELLER OPCOS, OR HOLDCO TO ONE OR MORE THIRD PARTIES, INCLUDING
TAXES, OTHER THAN TO THE LENDER BANKS AND AFFILIATES (COLLECTIVELY REFERRED TO
AS THIRD