IS IN GOOD STANDING AND AUTHORIZED TO DO
BUSINESS IN EACH JURISDICTION WHERE THE OWNERSHIP OF ITS ASSETS AND/OR THE
CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION EXCEPT WHERE THE FAILURE TO
BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
6.2
PROCEEDINGS; ENFORCEABILITY.
EACH OF THE BORROWER AND THE
PROPERTY OWNER HAS TAKEN ALL REQUISITE
ACTION, AS
APPLICABLE, TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH PERSON
OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY.
EACH LOAN DOCUMENT TO WHICH IT IS
A PARTY WHICH IS REQUIRED TO BE EXECUTED AND DELIVERED HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF THE APPLICABLE MARC ENTITY WHICH IS A PARTY THERETO, ENFORCEABLE AGAINST EACH
SUCH PERSON IN ACCORDANCE WITH ITS RESPECTIVE TERMS EXCEPT TO THE EXTENT THAT
THE ENFORCEABILITY THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY
AND SIMILAR LAWS AFFECTING RIGHTS OF CREDITORS GENERALLY AND TO GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW).
6.3
CONFLICTS.
EXCEPT AS SET FORTH IN SCHEDULE 6.3, NEITHER THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS LOAN AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS BY EACH OF THE MARC ENTITIES OR COMPLIANCE BY ANY SUCH PERSON
WITH THE TERMS AND PROVISIONS THEREOF (INCLUDING, WITHOUT LIMITATION, THE
GRANTING OF LIENS PURSUANT TO THE SECURITY DOCUMENTS), (I) WILL CONTRAVENE ANY
PROVISION OF ANY LAW, STATUTE, RULE OR REGULATION OR ANY ORDER, WRIT, INJUNCTION
OR DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY, (II) WILL CONFLICT WITH
OR RESULT IN ANY BREACH OF ANY OF THE TERMS, COVENANTS OR CONDITIONS OF, OR
CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OR IMPOSITION (OR THE
OBLIGATION TO CREATE OR IMPOSE) OF ANY LIEN (EXCEPT PURSUANT TO THE SECURITY
DOCUMENTS) UPON ANY OF THE PROPERTY OR ASSETS OF ANY SUCH PERSON PURSUANT TO THE
TERMS OF ANY INDENTURE, MORTGAGE, DEED OF TRUST, CREDIT AGREEMENT OR LOAN
AGREEMENT OR ANY OTHER AGREEMENT, CONTRACT OR INSTRUMENT TO WHICH ANY SUCH
PERSON IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES OR ASSETS IS BOUND OR
TO WHICH IT MAY BE SUBJECT OTHER THAN THE DOCUMENTS EVIDENCING THE EXISTING
SENIOR LOANS, OR (III) WILL VIOLATE ANY PROVISION OF ANY FORMATION DOCUMENT OF
ANY SUCH PERSON.
6.4
OWNERSHIP AND TAXPAYER IDENTIFICATION NUMBERS.
(A)
ALL OF THE DIRECT AND INDIRECT PARTNERS, OWNERS, STOCKHOLDERS,
BENEFICIARIES AND MEMBERS, RESPECTIVELY AND AS MAY BE APPLICABLE, OF THE
PROPERTY AND THEIR RESPECTIVE OWNERSHIP INTERESTS ARE LISTED IN SCHEDULE 6.4
HEREOF AND SUCH
A-16
INTERESTS ARE HELD BY SUCH PERSONS FREE AND CLEAR OF ALL LIENS.
[THE EXACT
CORRECT NAME AND ORGANIZATIONAL NUMBER(S) AND FEDERAL EMPLOYER IDENTIFICATION
NUMBER(S) OF ALL OF SUCH PERSONS ARE ACCURATELY STATED IN SCHEDULE 6.4 HEREOF.]
(B)
EXCEPT AS SET FORTH ON SCHEDULE 6.4, THE MARC PRINCIPALS DO NOT
DIRECTLY OR INDIRECTLY HOLD ANY INTEREST, DIRECT OR INDIRECT, IN THE PROPERTY OR
ANY STOCK, MEMBERSHIP, PARTNERSHIP OR OWNERSHIP INTEREST