INSO) TO WHICH ONE OR
MORE OF THE SELLERS AND/OR HOLDCO ARE A PARTY;
7.3.14
ANY AND ALL TAXES WHICH REFER TO THE BUSINESS OPERATIONS OF THE
SELLERS (BETRIEBSSTEUERN), IN THE MEANING OF § 75 GENERAL TAX CODE
(ABGABENORDNUNG) (BUSINESS TAXES), ALL REAL ESTATE TAX AND ANY CLAIM FOR
REIMBURSEMENT OF TAX REBATES WHICH WERE DECLARED OR ASSESSED ON OR BEFORE
SIGNING DATE HAVE BEEN FULLY PAID. ADDITIONALLY, ANY AND ALL BUSINESS TAXES AND
TAX REBATES WHICH WILL BE DECLARED OR ASSESSED BETWEEN THE SIGNING DATE AND UP
TO AND INCLUDING THE PAYMENT DATE WILL BE PAID IN THE FULL AMOUNT AND IN DUE
TIME. IN CASE ANY OF THE PROPCO BUYERS BECOMES LIABLE UNDER § 75 GENERAL TAX
CODE OR § 11 PARA 2 REAL ESTATE TAX CODE (GRUNDSTEUERGESETZ) VIS-À-VIS THE
GERMAN TAX AUTHORITIES, THE SELLERS WILL INDEMNIFY, BY NO MORE THAN FIVE
BUSINESS DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM THE PROPCO BUYER, SUCH
PROPCO BUYER FOR ANY AND ALL CLAIMS VIS-À-VIS THE GERMAN TAX AUTHORITIES
RESULTING FROM SUCH LIABILITY INCLUDING ANY EXPENDITURE INCURRED BY SUCH PROPCO
BUYER THAT IS CAUSED OR OTHERWISE RELATED TO SUCH CLAIMS. THE PROPCO BUYERS
SHALL TAKE REASONABLE ADMINISTRATIVE OR LEGAL MEASURES AGAINST THE ACTIONS OF
THE GERMAN TAX AUTHORITIES ON THE REQUEST OF THE RESPECTIVE SELLER PROPCO. FOR
THIS PURPOSE, THE SELLER PROPCOS WILL PROVIDE TO THE RESPECTIVE PROPCO BUYER ANY
INFORMATION THAT IS NECESSARY OR HELPFUL FOR TAKING SUCH MEASURES. THE PROPCO
BUYERS ARE OBLIGED TO INFORM THE GERMAN TAX AUTHORITIES REGARDING THE CONCLUSION
OF THIS PROPCO AGREEMENT AND THE START OF THEIR BUSINESS WITHIN THREE WEEKS
AFTER THE PAYMENT DATE.
PropCo Agreement
8.
POWER TO ENCUMBER THE PROPERTIES
8.1
THE SELLER PROPCOS HEREBY AUTHORIZE THE PROPCO BUYERS AND BOTH
PARTIES AUTHORIZE THE NOTARY UNDER RELEASE FROM PERSONAL LIABILITY AS WELL AS
UNDER RELEASE FROM THE RESTRICTIONS OF § 181 BGB, TO ENCUMBER THE PROPERTIES
WITH IMMEDIATELY ENFORCEABLE (§ 800 GERMAN CODE ON CIVIL PROCEDURE /
ZIVILPROZESSORDNUNG / ZPO) LAND CHARGES IN FAVOR OF THE FINANCING BANKS OF THE
PROPCO BUYERS (INCLUDING THE CREATION OF COMPREHENSIVE LAND CHARGES) IN THE
MAXIMUM AMOUNT OF UP TO EUR 40 MILLION PLUS INTEREST OF 20% P.A. IN ANY AMOUNT
FROM TODAY AND A SINGLE ANCILLARY PAYMENT OF UP TO 10% IN ANY AMOUNT AND TO
CONSENT TO IMMEDIATE ENFORCEMENT ON THE ENCUMBERED PROPERTY ON BEHALF OF THE
RELEVANT OWNER OF THE PROPERTIES AND TO APPROVE OF AND APPLY FOR CHANGES IN
PRIORITY AS WELL AS TO MAKE AND ACCEPT ANY DECLARATIONS OF PURPOSE AND ALL OTHER
REPRESENTATIONS NECESSARY FOR THE ENCUMBRANCE OF THE PROPERTIES BY WAY OF A
DECLARATION BEFORE THE NOTARY OR HIS OFFICIALLY APPOINTED SUBSTITUTE.
8.2
THE AUTHORIZATION IS RESTRICTED AS (I) THE SELLER PROPCOS
ASSUME NO PERSONAL LIABILITY WHATSOEVER UNDER OR IN CONNECTION WITH ANY LAND
CHARGES GRANTED ACCORDING TO CLAUSE 8.1 AND (II) THE PURPOSE (ZWECKBESTIMMUNG)
OF THE LAND CHARGES IN THE RESPECTIVE LAND CHARGE GRANTING DEEDS
(GRUNDSCHULDBESTELLUNGSURKUNDEN) WILL, UNTIL THE AGGREGATE PURCHASE PRICE (AS
DEFINED IN CLAUSE