NATURE
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WHICH ARE MUTUALLY ACCEPTABLE TO FIRST UNION AND THE MARC PRINCIPALS NOT TO BE
UNREASONABLY WITHHELD.
THE APPLICABLE PROPERTY OWNER SHALL BE RESPONSIBLE FOR
THE COST OF THE NEW FIRST MORTGAGE LOAN FOR SUCH PROPERTY OWNER'S PROPERTY.
2.2
SALES OF PROPERTIES.
IN THE EVENT THAT PRIOR TO THE INITIAL
CLOSING DATE, THE MARC PRINCIPALS HAVE SOLD A PROPERTY PURSUANT TO
SECTION 11.1.3 BELOW, THE MARC PRINCIPALS SHALL PAY TO FIRST UNION AN AMOUNT, IF
ANY, EQUAL TO 40.83%, IN THE CASE OF A GROUP A PROPERTY OR GROUP B PROPERTY OR
50% IN THE CASE OF A GROUP D PROPERTY, OF THE EXCESS, IF ANY, OF (I) THE NET
SALES PROCEEDS (I.E. THE GROSS SALE PRICE LESS ANY PRORATIONS AND OTHER
ADJUSTMENTS TO THE BUYER WHICH ARE CREDITED AGAINST THE PURCHASE PRICE) REALIZED
FOR ANY GROUP A PROPERTY, GROUP B PROPERTY OR GROUP D PROPERTY, INCLUSIVE OF
FEES PAID ON ACCOUNT OF THE ACQUISITION OF ANY PROPERTY MANAGEMENT AGREEMENTS,
LESS ALL REASONABLE CLOSING COSTS INCURRED BY THE APPLICABLE PROPERTY OWNER IN
CONNECTION WITH SUCH SALE INCLUDING A 1% DISPOSITION FEE (WHICH MAY BE PAYABLE
TO A MARC ENTITY) OVER (II) THE AMOUNT SET FORTH ON SCHEDULE 1A, SCHEDULE 1B OR
SCHEDULE 1D, AS APPLICABLE, FOR SUCH PROPERTY UNDER THE HEADING "THRESHOLD
AMOUNT".
ARTICLE 3
JOINT VENTURE PROPERTIES
3.1
GROUP A PROPERTIES.
3.1.1
[INTENTIONALLY OMITTED]
3.1.2
ADJUSTMENTS.
THE VALUE ATTRIBUTABLE TO THE GROUP A PROPERTIES
SHALL BE THE AMOUNT SET FORTH ON SCHEDULE 1A HERETO UNDER THE HEADING "GROUP A
CALCULATED EQUITY", SUBJECT TO ADJUSTMENT (AS SO ADJUSTED, THE "GROUP A
CALCULATED EQUITY") AS FOLLOWS:
(A)
LEASE AND CAPITAL EXPENDITURES.
INCREASED BY (I) ALL
NON-REIMBURSABLE EXPENSES TO THE EXTENT ACTUALLY INCURRED AND PAID PRIOR TO THE
INITIAL CLOSING DATE ASSOCIATED WITH LEASING COMMISSIONS OR TENANT IMPROVEMENTS
FOR A LEASE AT THE APPLICABLE GROUP A PROPERTY WHICH WERE NOT IN EFFECT AT
DECEMBER 1, 2004 AND (II) ALL CAPITAL EXPENDITURES AT THE APPLICABLE GROUP A
PROPERTY SINCE DECEMBER 1, 2004.
(B)
SENIOR LOANS.
INCREASED OR DECREASED, AS THE CASE MAY BE, TO THE
EXTENT THAT ON THE INITIAL CLOSING DATE THE OUTSTANDING PRINCIPAL BALANCE ON THE
EXISTING SENIOR LOAN FOR THE APPLICABLE GROUP A PROPERTY IS LESS OR MORE THAN
THE AMOUNT OF SET FORTH ON SCHEDULE 9.15.6 HERETO FOR SUCH GROUP A PROPERTY.
(C)
ESCROWS.
INCREASED BY THE AMOUNT, IF ANY, THEN HELD IN ESCROW
ACCOUNTS MAINTAINED BY THE LENDER OF THE EXISTING SENIOR LOAN OR IN SEGREGATED
ESCROWS MAINTAINED BY A MARC ENTITY FOR SUCH GROUP A PROPERTY.
(D)
SECURITY DEPOSITS.
DECREASED BY THE AMOUNT, IF ANY, OF THE
DEFICIENCY IN THE SECURITY DEPOSIT ESCROW ACCOUNT TO COVER ALL SECURITY DEPOSITS
FOR SUCH GROUP A PROPERTY.
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(E)
TAX PRORATION.
INCREASED OR DECREASED, AS THE CASE MAY BE, FOR
REAL ESTATE TAXES FOR THE PERIOD COMMENCING JANUARY 1, 2005 AS FOLLOWS:
(I) IF
THE INITIAL CLOSING DATE OCCURS PRIOR TO THE PAYMENT OF THE FIRST INSTALLMENT OF
2004 REAL ESTATE TAX BILLS, DECREASED BASED ON THE