2003 TAX BILL PAID IN 2004
FOR THE PERIOD COMMENCING JANUARY 1, 2005 THROUGH THE INITIAL CLOSING DATE OR
(II) IF THE APPLICABLE CLOSING DATE OCCURS AFTER THE PAYMENT OF THE FIRST
INSTALLMENT 2004 REAL ESTATE TAX BILL, INCREASED BY AN AMOUNT EQUAL TO THE
PRODUCT OF (X) THE AMOUNT OF THE 2004 FIRST INSTALLMENT REAL ESTATE TAX BILL
PAID BY THE APPLICABLE PROPERTY OWNER AND (Y) A FRACTION, THE NUMERATOR OF WHICH
IS 181 LESS THE NUMBER OF DAYS FROM AND INCLUDING JANUARY 1, 2005 TO THE INITIAL
CLOSING DATE, AND THE DENOMINATOR OF WHICH IS 181.
(F)
PREPAID EXPENSES.
INCREASED BY THE AMOUNT OF ANY PREPAID
EXPENSES FOR ANY SERVICE CONTRACTS AND UTILITIES ACTUALLY PAID BY THE PROPERTY
OWNER.
(G)
LESS THAN 100% OWNERSHIP.
DECREASED, IF THE MARC PRINCIPALS AND
THEIR AFFILIATES DO NOT DIRECTLY OR INDIRECTLY OWN A 100% FEE TITLE INTEREST IN
THE APPLICABLE GROUP A PROPERTY, BY (I) THE GROUP A CALCULATED EQUITY, AFTER
ADJUSTMENT PURSUANT TO SUBSECTIONS (A)-(F) HEREOF, MULTIPLIED BY (II) THE
OWNERSHIP PERCENTAGE IN SUCH GROUP A PROPERTY NOT HELD DIRECTLY OR INDIRECTLY BY
THE MARC MEMBERS.
3.1.3
ACQUISITION BY FIRST UNION.
SUBJECT TO THE PROVISIONS OF ARTICLE 6
HEREOF, FIRST UNION SHALL ON OR BEFORE THE INITIAL CLOSING DATE PURCHASE FROM
THE APPLICABLE MARC MEMBERS, AND THE MARC PRINCIPALS SHALL SELL, AND SHALL CAUSE
THE APPLICABLE MARC MEMBERS (TO THE EXTENT NOT A MARC PRINCIPAL) TO SELL, TO
FIRST UNION, 49% OF ALL THE MARC MEMBERS' COLLECTIVE RIGHT, TITLE AND INTEREST
IN EACH JOINT VENTURE ENTITY HOLDING A GROUP A PROPERTY FOR A PURCHASE PRICE
EQUAL TO 49% OF THE GROUP A CALCULATED EQUITY FOR SUCH GROUP A PROPERTY.
3.1.4
OPERATING AGREEMENT.
ON THE INITIAL CLOSING DATE FIRST UNION AND
THE APPLICABLE MARC MEMBERS SHALL (AND THE MARC PRINCIPALS SHALL CAUSE THE
APPLICABLE MARC MEMBERS TO) ENTER INTO AN OPERATING AGREEMENT FOR THE JOINT
VENTURE ENTITY, WITH THE EFFECT THAT FIRST UNION AND THE MARC MEMBERS WILL HOLD
A 49% AND 51% INTEREST, RESPECTIVELY IN THE JOINT VENTURE ENTITY.
3.1.5
POST-CLOSING ADJUSTMENTS.
EACH OF THE MARC PRINCIPALS AND FIRST
UNION SHALL HAVE THE RIGHT TO CAUSE THE GROUP A CALCULATED EQUITY FOR ANY OR ALL
OF THE GROUP A PROPERTIES TO BE RE-DETERMINED WITHIN 90 DAYS FOLLOWING THE
INITIAL CLOSING DATE.
IF, AS A RESULT OF ANY POST-CLOSING RE-DETERMINATION, THE
GROUP A CALCULATED EQUITY FOR A GROUP A PROPERTY IS REQUIRED TO BE CHANGED, THEN
THE MARC PRINCIPALS, ON THE ONE HAND, AND FIRST UNION, ON THE OTHER HAND, SHALL
TAKE SUCH ACTIONS AS MAY BE REQUIRED TO CAUSE THE FIRST UNION GROUP A CALCULATED
EQUITY WITH RESPECT TO SUCH GROUP A PROPERTY TO EQUAL 49% OF THE RE-DETERMINED
GROUP A CALCULATED EQUITY AND THE MARC GROUP A CALCULATED EQUITY TO EQUAL 51% OF
THE RE-DETERMINED GROUP A CALCULATED EQUITY.
14
3.2
GROUP B PROPERTIES.
3.2.1
RIGHT TO ACQUIRE.
WITHIN 60 DAYS AFTER THE INITIAL CLOSING DATE,
FIRST UNION SHALL HAVE THE OPTION, TO BE EXERCISED BY WRITTEN NOTICE FROM