(IT IS AGREED BETWEEN THE
PARTIES THAT RECEIPT OF ANY SUCH DOCUMENT FROM ONE PARTY CONSTITUTES SUFFICIENT
PROOF FOR PURPOSES OF CLAUSE 3.6.3 THAT THE MERGER CONDITION HAS BEEN FULFILLED)
OR (II) THE SIGNED STATEMENT ATTACHED AS ANNEX 3.6.3 ONCE THE RESPECTIVE PERIOD
REFERRED TO IN CLAUSES 20.1.3 OR 20.1.4 HAS LAPSED WITHOUT THE PARTY SIGNING THE
STATEMENT HAVING RECEIVED A RESPECTIVE NOTICE BY THE FCO (IT IS AGREED BETWEEN
THE PARTIES THAT ONLY RECEIPT FROM ALL PARTIES OF SUCH NOTICES CONSTITUTES
SUFFICIENT PROOF FOR PURPOSES OF CLAUSE 3.6.3 THAT THE MERGER CONDITION HAS BEEN
FULFILLED).
3.7
PAYMENT CONDITIONS ACCORDING TO CLAUSE 3.6 (I) ARE FURTHER
THAT THE NOTARY CONFIRMS THAT HE HAS RECEIVED (IN A FORM SATISFACTORY TO HIM BUT
IN SUBSTANCE COMPLIANT WITH THE REQUIREMENTS OF THE FOLLOWING CLAUSES):
3.7.1
THE ORIGINALS OF THE CONSENT DECLARATIONS
(LASTENFREISTELLUNGSERKLÄRUNGEN/ LÖSCHUNGSBE­WILLIGUNGEN) IN THE FORM REQUIRED
BY § 29 GERMAN LAND REGISTER CODE (GRUNDBUCHORDNUNG) BY THE RESPECTIVE
BENEFICIARIES TO THE CANCELLATION OF ALL ENCUMBRANCES IN SECTION III (ABTEILUNG
III) OF THE RESPECTIVE LAND REGISTERS NOT ASSUMED BY THE RESPECTIVE PROPCO
BUYERS; THIS PAYMENT CONDITION SHALL BE DEEMED SATISFIED IF THE NOTARY HAS
CONFIRMED THAT THE CONSENT DECLARATIONS ARE IN A FORM AND SUBSTANCE NECESSARY TO
CANCEL THE ENCUMBRANCES;
3.7.2
THE ORIGINALS OF THE LETTERS BY THE RESPECTIVE BENEFICIARIES
(TREUHANDAUFLAGEN) TO MAKE USE OF THE CANCELLATION DECLARATIONS PURSUANT TO
CLAUSE 3.7.1 (THE USE OF THE CANCELLATION DECLARATIONS TO BE EITHER
UNCONDITIONAL OR CONDITIONAL ONLY UPON RECEIPT OF (I) ALL AGREED PAYMENTS INTO
ESCROW ACCOUNTS I AND II AND (II) RECEIPT BY THE RESPECTIVE LENDERS BANK OF THE
AGGREGATE PURCHASE PRICE (AS DEFINED IN CLAUSE 16.1) (EXCEPT FOR THE AGGREGATE
AMOUNT OF EUR 1,000,000 EACH REMAINING IN ESCROW ACCOUNT I AND II,
RESPECTIVELY), NOTIFICATION OF ASSIGNMENT, PAYMENT INSTRUCTION AND RESPECTIVE
CONFIRMATIONS OF THE NOTARY, HOWEVER, THE AGGREGATE AMOUNTS DUE NOT EXCEEDING
THE AGGREGATE PURCHASE PRICE AND THE INDIVIDUAL AMOUNTS DUE NOT EXCEEDING THE
PRICE PER THE RELEVANT PROPERTIES AND FF&E),
3.7.3
CONFIRMATIONS OF THE SELLER OPCOS AND THE OPCO TRANSFEREES THAT
THE CLOSING CONDITIONS IN THE OPCO AGREEMENT, OTHER THAN PAYMENT OF THE
AGGREGATE PURCHASE PRICE AND THEREFORE FULL FUNDING OF ESCROW ACCOUNT I AND
ESCROW ACCOUNT II, HAVE BEEN FULFILLED AND THAT AFTER THE PAYMENT OF THE
AGGREGATE PURCHASE PRICE AND THEREFORE FUNDING OF THE ESCROW ACCOUNT II, NEITHER
THE SELLER OPCOS NOR THE OPCO TRANSFEREES MAY WITHDRAW FROM, TERMINATE OR
OTHERWISE HINDER THE CLOSING OF THE OPCO AGREEMENT.
3.8
THE PROPCO BUYERS AND THE SELLERS AGREE THAT THE PROPERTY
PURCHASE PRICE WILL ONLY BECOME DUE IF THE FOLLOWING FURTHER PAYMENT CONDITIONS
ARE FULFILLED:
WAS TO VERITY THE AUTHENTICITY OF THE PERFORMANCE BONDS.
PropCo Agreement
3.8.1
A DVD (CONTAINING COPIES OF THE DOCUMENTATION SET FORTH IN
ANNEX 6.3-1(A)) AS WELL AS THE ORIGINALS OF THE PERFORMANCE BONDS
(GEWÄHRLEISTUNGSBÜRGSCHAFTEN) LISTED IN ANNEX 6.5.2 HAVE BEEN HANDED OVER TO THE
NOTARY BOTH TO BE HELD IN ESCROW ACCORDING TO THE TERMS OF THE INSTRUCTIONS TO
THE NOTARY ATTACHED HERETO AS ANNEX 3.8.1 UNTIL AFTER