FIRST
UNION TO THE MARC PRINCIPALS WITHIN SUCH 60 DAY PERIOD, TO ACQUIRE A 49%
INTEREST IN ALL OF THE PROPERTY OWNERS OF THE GROUP B PROPERTIES ON THE SAME
TERMS AND CONDITIONS AS SET FORTH IN SECTION 3.1 HEREOF (INCLUDING, BUT NOT
LIMITED TO THE ADJUSTMENTS PROVIDED FOR IN SECTION 3.1.2) ASSUMING ALL
REFERENCES TO GROUP A PROPERTY, GROUP A CALCULATED EQUITY, FIRST UNION GROUP A
CALCULATED EQUITY OR MARC GROUP A CALCULATED EQUITY SHALL BE DEEMED REFERENCES
TO GROUP B PROPERTY, GROUP B CALCULATED EQUITY (AS SET FORTH ON SCHEDULE 1B,
SUBJECT TO ADJUSTMENT), FIRST UNION GROUP B CALCULATED EQUITY OR MARC GROUP B
CALCULATED EQUITY.
IF FIRST UNION ELECTS TO ACQUIRE THE GROUP B PROPERTIES, THE
CLOSING SHALL OCCUR WITHIN FIFTEEN (15) DAYS AFTER THE EXERCISE OF FIRST UNION'S
OPTION (THE "GROUP B PROPERTIES CLOSING DATE") AND ALL REFERENCES IN SECTION 3.1
TO THE INITIAL CLOSING DATE SHALL BE DEEMED TO REFER TO THE GROUP B PROPERTIES
CLOSING DATE.
IF FIRST UNION SHALL NOT ELECT IN WRITING TO ACQUIRE THE GROUP B
PROPERTIES AS PROVIDED IN THE PREVIOUS SENTENCE, THE GROUP B PROPERTIES SHALL
AUTOMATICALLY BE DEEMED GROUP C PROPERTIES FROM AND AFTER THE EXPIRATION OF SUCH
60-DAY PERIOD.
3.2.2
LAND PARCELS.
FIRST UNION ACKNOWLEDGES AND AGREES THAT IF IT
ELECTS TO ACQUIRE THE GROUP B PROPERTIES AS CONTEMPLATED BY THE FIRST SENTENCE
OF SECTION 3.2.1 HEREOF, THE APPLICABLE PROPERTY OWNER SHALL HAVE THE RIGHT TO
TRANSFER THE PARCELS IDENTIFIED ON EXHIBIT F HERETO TO A SEPARATE ENTITY AND
FIRST UNION SHALL HAVE NO RIGHTS WITH RESPECT TO SUCH PARCELS.
3.3
GROUP C PROPERTIES.
3.3.1
RIGHT OF FIRST OFFER.
AT ANY TIME AS A JOINT VENTURE ENTITY IS IN
EXISTENCE, IF A MARC ENTITY ELECTS TO SELL OR ENTER INTO A PARTICIPATING LOAN,
DIRECTLY OR INDIRECTLY, WITH RESPECT TO AT LEAST 49% OF ITS INTERESTS IN A GROUP
C PROPERTY, THE APPLICABLE MARC ENTITY SHALL GIVE WRITTEN NOTICE (THE "GROUP C
PROPERTY ROFO NOTICE") THEREOF TO FIRST UNION WHICH GROUP C PROPERTY ROFO NOTICE
SHALL SET FORTH THE PRICE EXPECTED TO BE RECEIVED FROM SUCH SALE OR
PARTICIPATING LOAN FOR THE GROUP C PROPERTY (THE "GROUP C PROPERTY OFFER
PRICE").
FIRST UNION SHALL THEN HAVE THE RIGHT TO ELECT TO ACQUIRE THE GROUP C
PROPERTY OR PROVIDE A PARTICIPATING LOAN TO THE GROUP C PROPERTY OWNER SUBJECT
TO DUE DILIGENCE WITHIN THE APPLICABLE DUE DILIGENCE PERIOD BY GIVING WRITTEN
NOTICE THEREOF TO THE MARC ENTITY WITHIN FIVE BUSINESS DAYS OF RECEIPT OF THE
GROUP C PROPERTY ROFO NOTICE, WHICH ACQUISITION OR LOAN SHALL BE ON SUCH TERMS
AND CONDITIONS AS THE PARTIES SHALL AGREE AND AS ARE CUSTOMARY FOR TRANSACTIONS
OF THE NATURE THEREOF AND CONSISTENT WITH THE TERMS OF THIS AGREEMENT.
3.3.2
ELECTION NOT TO ACQUIRE INTEREST IN GROUP C PROPERTY.
IF FIRST
UNION DOES NOT EXERCISE ITS RIGHTS UNDER SECTION 3.3.1 HEREOF, THEN THE
APPLICABLE MARC ENTITY SHALL HAVE THE RIGHT TO ENTER INTO THE PROPOSED
TRANSACTION FOR THE APPLICABLE GROUP C PROPERTY WITH A