A PRESERVATION STATUTE NOR SUBJECT TO MONUMENT PROTECTION EXCEPT
AS EXPRESSLY DISCLOSED IN ANNEX 7.3.2;
7.3.3
AS OF THE SIGNING DATE, THE CURRENT CONSTRUCTION OF THE
PROPERTIES AND THE CURRENT USE OF THE PROPERTIES ARE PERMITTED UNDER PUBLIC LAW
AND NO UNFULFILLED ORDERS BY PUBLIC AUTHORITIES EXIST EXCEPT AS EXPRESSLY
DISCLOSED IN ANNEX 7.3.3;
7.3.4
AS OF THE SIGNING DATE, NO FACILITIES OR EQUIPMENT ON
NEIGHBORING PROPERTIES ARE REQUIRED FOR THE OPERATION AND FUNCTIONALITY OF THE
PROPERTIES EXCEPT FOR PUBLIC SUPPLY FACILITIES OR EXCEPT AS EXPRESSLY DISCLOSED
IN ANNEX 7.3.4;
7.3.5
TO THE KNOWLEDGE OF THE RESPECTIVE SELLER PROPCOS, THE BUILDINGS
HAVE NO MATERIAL HIDDEN DEFECTS;
7.3.6
THE INSURANCE PREMIUMS FOR THE INSURANCES OF THE PROPERTIES AND
THE BUILDINGS (INCLUDING THE FF&E) HAVE BEEN PAID FOR THE PERIOD UNTIL THE
PAYMENT DATE;
7.3.7
AS OF THE DATE OF THIS PROPCO AGREEMENT, THERE ARE NO DISPUTES
OR LITIGATIONS PROPERLY SERVED (RECHTSHÄNGIG) OR TO THE KNOWLEDGE OF THE SELLERS
PENDING (ANHÄNGIG) UPON OR AGAINST SSLI OR ANY OF ITS AFFILIATES EITHER BEFORE A
COURT, AN ARBITRATION TRIBUNAL, AN ADMINISTRATION OR OTHERWISE, CRIMINAL
PROCEEDINGS OR INVESTIGATIONS OR OTHER INVESTIGATIONS BY ANY AUTHORITY, RELATING
TO ANY OF THE PROPERTIES, AND TO THE KNOWLEDGE OF THE SELLERS NO SUCH DISPUTES,
LITIGATION PROCEEDINGS OR INVESTIGATIONS HAVE BEEN THREATENED IN WRITING (IN
EACH CASE IN EXCESS OF EUR 25,000) EXCEPT FOR THE DEFAULT CLAIMS EXPRESSLY
DISCLOSED IN ANNEX 7.3.7, WHICH WILL BE SETTLED UPON PAYMENT OF THE AGGREGATE
PURCHASE PRICE;
PropCo Agreement
7.3.8
NO LEASE AGREEMENTS OR OTHER AGREEMENTS GRANTING A RIGHT OF USE
EXIST FOR THE PROPERTIES EXCEPT AS EXPRESSLY DISCLOSED IN ANNEX 7.3.8-1;
FURTHERMORE, THE LEASE AGREEMENTS CURRENTLY IN PLACE AS SET OUT IN ANNEX 7.3.8-2
HAVE OR WILL BE TERMINATED WITH EFFECT AS OF THE PAYMENT DATE;
7.3.9
TO THE KNOWLEDGE OF THE SELLERS, NO OLD ENCUMBRANCES
(ALTRECHTLICHE DIENSTBARKEITEN) EXIST THAT ARE NOT REGISTERED IN THE LAND
REGISTER;
7.3.10
THERE ARE NO CHARGES OR LEVIES OUTSTANDING THAT ARE NOT ENTERED
INTO THE RESPECTIVE LAND REGISTER AND, TO THE KNOWLEDGE OF THE SELLERS, THERE
ARE NO PLANNED DEVELOPMENT MEASURES (IN EACH CASE EXCEPT AS EXPRESSLY DISCLOSED
IN ANNEX 7.3.10);
7.3.11
THE SELLER PROPCOS DO NOT HAVE ANY EMPLOYEES (E.G. CARETAKER)
WHICH WILL TRANSFER TO THE PROPCO BUYERS ACCORDING TO § 613A GERMAN CIVIL CODE,
7.3.12
TO THE KNOWLEDGE OF THE SELLERS, UNLESS EXPRESSLY DISCLOSED IN
ANNEX 7.3.12, THERE ARE NO CONTAMINATIONS OF THE PROPERTIES WITHIN THE MEANING
OF § 2 PARA. 3 TO 6 FEDERAL SOIL PROTECTION ACT (BUNDESBODENSCHUTZGESETZ /
BBODSCHG) AS WELL AS ANY HAZARDOUS MATERIAL (E.G. ASBESTOS, MOULD, DRY ROT,
HOUSE FUNGUS OR XYLOPHAGA) OF THE BUILDINGS (TOGETHER CONTAMINATION) WHICH CAUSE
THE NEED FOR ANY REMEDIAL ACTION;
7.3.13
ANNEX 7.3.13 (I) SETS FORTH A TRUE AND A COMPLETE LIST AND (II)
CONTAINS COPIES OF ALL SUBORDINATION AGREEMENTS (RANGRÜCKTRITTSERKLÄRUNGEN),
WHICH ARE, WITHOUT CHANGES OR AMENDMENTS, IN FULL FORCE AND EFFECT AS OF THE
SIGNING DATE, SUBORDINATING THE INTERCOMPANY DEBT TO THE CLAIMS OF ALL OTHER
SUBORDINATED CREDITORS (RANGRÜCKTRITT I.S.D. § 39 ABS. 2