ASSETS OF OPCO OR PROPCO;
(C)
A THIRD PARTY BEGINNING TO ENFORCE (DURCHSETZEN) ANY CLAIM
AGAINST OPCO OR PROPCO (EITHER BY FILING OF LEGAL PROCEEDINGS OF ANY KIND OR BY
REALIZATION OF ANY SECURITY GRANTED);
(D)
IN CASE PROPCO OR OPCO HAVE NOT PAID EXCESS CASH AS PROVIDED
UNDER CLAUSE 3 WHEN DUE WITHIN THREE BUSINESS DAYS AFTER RECEIPT OF A REMINDER
IN WRITING;
(E)
THE PURCHASE PRICE BECOMING DUE UNDER AN AGREEMENT ON THE
SALE AND PURCHASE OF THE WIESBADEN BUSINESS ("SPA") PRIOR TO 1 JULY 2010;
(F)
1 JULY 2010 (THE "STANDSTILL TERMINATION DATE"); PROVIDED,
HOWEVER THAT,
IF NO SPA HAS BEEN SIGNED BY THE STANDSTILL TERMINATION DATE, THE
AGENT WILL IN GOOD FAITH DISCUSS WITH OPCO, PROPCO AND THE GUARANTOR AN
EXTENSION OF THE
STANDSTILL, TAKING INTO ACCOUNT WHETHER THE EFFORTS TO SELL THE WIESBADEN
BUSINESS HAVE FAILED OR ARE NOT LIKELY TO BE SUCCESSFUL;
following which this Eighth Standstill Agreement will terminate (beenden)
effective as of the day following the day the re-spective event has occurred.
5.
UNDERTAKINGS
Subject to receipt by the Agent of the purchase price for the Wiesbaden Business
under an SPA in repayment of the obligations then outstanding under the Loan
Agreements and subject to the amount of such purchase price for the Wiesbaden
Business under an SPA being agreed by the Agent, the Agent undertakes to
(A)
RELEASE ANY SECURITY SECURING PROPCO'S AND OPCO'S OBLIGATIONS
UNDER THE LOAN AGREEMENTS;
(B)
IN THE FUTURE CONSENT TO THE GUARANTOR'S ASSUMPTION OF
PROPCO'S AND OPCO'S OBLIGATIONS UNDER THE LOAN AGREEMENTS IN AN AGGREGATE AMOUNT
EQUAL TO THE RESIDUAL LOAN AMOUNTS THAT REMAIN OWED BY PROPCO AND OPCO (AS A
DEBT ASSUMPTION WITHIN THE MEANING OF § 415 OF THE GERMAN CIVIL CODE
(SCHULDÜBERNAHME I.S.D. § 415 BGB) AND FORFEITING ANY RECOURSE CLAIM THE
GUARANTOR MAY HAVE AGAINST PROPCO AND OPCO IN ACCORDANCE WITH § 426 OF THE
GERMAN CIVIL CODE OR ANY OTHER PROVISION) SO THAT NO OBLIGATIONS WILL CONTINUE
TO BE OWED BY PROPCO AND/OR OPCO UNDER THE LOAN AGREEMENTS; PROVIDED, HOWEVER,
THAT THE AFOREMENTIONED DEBT ASSUMPTION HAS TAKEN PLACE AFTER THE VALID
EXECUTION OF THIS EIGHTH STANDSTILL AGREEMENT BUT PRIOR TO THE AGENT'S CONSENT,
AND A COPY OF THE EXECUTED DEBT ASSUMPTION AGREEMENT HAS BEEN RECEIVED BY THE
AGENT; AND
(C)
UNDERTAKES TO IMMEDIATELY AFTER THE DECLARED CONSENT
ACCORDING TO PARAGRAPH (B) ABOVE ASSIGN (ABTRETEN) TO THE GUARANTOR THE AGENT'S
CORRESPONDING CLAIMS AGAINST PROPCO AND OPCO, SO THAT THESE CLAIMS BECOME UNITED
IN THE PERSON OF THE GUARANTOR AND THEREBY CEASE TO EXIST BY OPERATION OF LAW
(CONFUSIO).
The undertakings in this Clause 5 shall not affect or reduce any claims the
Agent has against the Guarantor under any separate settlement agreement made
be-tween the Agent and the Guarantor or any separate promissory note by the
Guarantor in connection with the Work-Out, which shall remain enforceable solely
in accordance with its terms.
The Parties, as of the date of this Eighth Standstill Amendment, based on the
process of the Work-Out and