TO EXTEND THE
CLOSING DATE FOR THE GROUP A PROPERTIES AND THE GROUP D PROPERTIES FOR AN
ADDITIONAL 30 DAY PERIOD (THE "EXTENSION DATE") IN WHICH CASE FIRST UNION SHALL
DELIVER TO THE TITLE COMPANY AN ADDITIONAL ONE MILLION DOLLARS ($1,000,000),
WHICH AMOUNT SHALL THEN CONSTITUTE PART OF THE DEPOSIT.
THE TITLE COMPANY IS
HEREBY AUTHORIZED TO DISBURSE THE DEPOSIT AS FOLLOWS:
(I) TO THE MARC
PRINCIPALS, IF THEY SHALL HAVE TERMINATED THIS AGREEMENT PURSUANT TO
SECTION 13.1(D); OR (II) IN ALL OTHER CASES OR UPON THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY SECTION 3.1, TO FIRST UNION.
6.3
FIRST UNION'S CONDITIONS TO ACQUIRING AN INTEREST IN A JOINT
VENTURE ENTITY.
UPON SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS (UNLESS
WAIVED BY FIRST UNION) AND PROVIDED THAT FIRST UNION IS OTHERWISE OBLIGATED TO
ACQUIRE THE APPLICABLE INTEREST FROM A MARC MEMBER, FIRST UNION SHALL BE
REQUIRED TO ACQUIRE THE APPLICABLE INTEREST FROM A MARC MEMBER ON THE APPLICABLE
CLOSING DATE.
20
6.3.1
NO DEFAULT.
NO BREACH OF ANY MATERIAL COVENANT OR OBLIGATION OF A
MARC ENTITY HEREUNDER SHALL EXIST ON THE APPLICABLE CLOSING DATE OR WILL EXIST
AS A RESULT OF THE TRANSACTIONS TO BE CONSUMMATED ON THE APPLICABLE CLOSING
DATE.
6.3.2
REPRESENTATIONS AND WARRANTIES.
ALL THE REPRESENTATIONS AND
WARRANTIES OF THE MARC PRINCIPALS CONTAINED IN THIS AGREEMENT SHALL BE ACCURATE
IN ALL MATERIAL RESPECTS WITH RESPECT TO THE MARC PRINCIPALS AND THE APPLICABLE
MARC ENTITIES AND THE GROUP A PROPERTIES AND THE GROUP B PROPERTIES AT AND AS OF
THE CLOSING DATE AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES WERE MADE AT AND
AS OF SUCH TIME, EXCEPT FOR SUCH CHANGES THEREIN AS ARE CONTEMPLATED BY THIS
AGREEMENT.
6.3.3
COVENANT COMPLIANCE.
NO BREACH OF ANY COVENANTS IMPOSED UPON THE
MARC PRINCIPALS HEREUNDER SHALL EXIST ON THE CLOSING DATE OR BE CREATED BY THE
TRANSACTIONS TO BE CONSUMMATED ON THE CLOSING DATE.
6.3.4
OFFICER'S CERTIFICATE.
FIRST UNION SHALL HAVE RECEIVED AN
OFFICER'S CERTIFICATE OF THE APPLICABLE MARC ENTITY, DATED THE CLOSING DATE,
CERTIFYING ON BEHALF OF THE APPLICABLE PROPERTY OWNER AS TO THE FULFILLMENT OF
THE CONDITIONS SPECIFIED IN SECTIONS 6.3.1, 6.3.2 AND 6.3.3 HEREOF.
6.3.5
OWNERSHIP STRUCTURE; FORMATION DOCUMENTS AND ENTITY AGREEMENTS.
FIRST UNION SHALL HAVE RECEIVED AN OFFICER'S CERTIFICATE CERTIFYING AS TO (A)
THE FORMATION DOCUMENTS OF EACH ENTITY IN THE OWNERSHIP STRUCTURE OF THE
APPLICABLE PROPERTY HAVING BEEN DULY EXECUTED, DELIVERED AND FILED AND REMAINING
IN FULL FORCE AND EFFECT AND UNMODIFIED AS OF THE DATE OF SUCH CERTIFICATE (AND
ANNEXING A COPY THEREOF), (B) DUE AUTHORIZATION, EXECUTION AND DELIVERY BY THE
APPLICABLE MARC ENTITIES OF THE TRANSFER DOCUMENTS, TO WHICH IT IS A PARTY AND
ATTACHING COPIES OF THE APPLICABLE AUTHORIZING RESOLUTIONS THERETO, AND (C) SUCH
MARC ENTITIES BEING IN GOOD STANDING AND AUTHORIZED TO DO BUSINESS IN EACH
JURISDICTION WHERE THE OWNERSHIP OF ITS ASSETS AND OPERATION OF ITS BUSINESS
REQUIRES SUCH QUALIFICATION.
6.3.6
JOINDER.
IF THE APPLICABLE MARC ENTITIES ARE NOT THEN A PARTY TO
THIS AGREEMENT, SUCH MARC ENTITIES SHALL EXECUTE A JOINDER