IN ANY OTHER PERSON
THAT HOLDS DIRECTLY OR INDIRECTLY AN INTEREST IN THE PROPERTY.
6.5
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS AT LAW OR
IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY OR OTHER AGENCY OR
REGULATORY AUTHORITY BY ANY ENTITY (PRIVATE OR GOVERNMENTAL) PENDING OR, TO THE
BORROWER'S KNOWLEDGE, THREATENED WITH RESPECT TO THE PROPERTY, THE PROPERTY
OWNER, THE BORROWER, THIS LOAN AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS LOAN AGREEMENT, OR ANY DOCUMENTATION EXECUTED IN CONNECTION HEREWITH, WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.6
INFORMATION.
TO THE BORROWER'S KNOWLEDGE, AND EXCEPT AS SET FORTH
IN SECTION 6.1.1 OF THE OMNIBUS AGREEMENT, ALL FACTUAL INFORMATION FURNISHED BY
OR ON BEHALF OF THE BORROWER TO THE FIRST UNION LENDER (INCLUDING, WITHOUT
LIMITATION, ALL INFORMATION CONTAINED HEREIN OR IN A LOAN DOCUMENT) IS, AND ALL
OTHER SUCH FACTUAL INFORMATION HEREAFTER FURNISHED BY OR ON BEHALF OF THE
BORROWER TO THE FIRST UNION LENDER WILL BE, TRUE AND ACCURATE IN ALL MATERIAL
RESPECTS ON THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED AND TO
THE BORROWER'S KNOWLEDGE, NOT INCOMPLETE BY OMITTING TO STATE ANY FACT NECESSARY
TO MAKE SUCH INFORMATION NOT MISLEADING IN ANY MATERIAL RESPECT AT SUCH TIME IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH INFORMATION WAS PROVIDED.
6.7
[INTENTIONALLY OMITTED]
6.8
FINANCIAL INFORMATION.
TO THE BORROWERS KNOWLEDGE, THE FINANCIAL
STATEMENTS OF THE PROPERTIES AND THE BORROWER LISTED ON SCHEDULE 6.8 HERETO
PRESENT FAIRLY THE FINANCIAL CONDITIONS OF EACH AT THE DATES OF SUCH STATEMENTS
OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS FOR THE PERIODS COVERED
THEREBY. SINCE THE DATES OF THE RELEVANT FINANCIAL STATEMENTS, NO CHANGE HAS
OCCURRED WHICH COULD HAVE OR REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
6.9
MANAGEMENT AGREEMENTS.
EXCEPT AS SET FORTH ON SCHEDULE 6.9
HEREOF, THERE ARE NO OTHER MANAGEMENT AGREEMENTS OR ASSET MANAGEMENT AGREEMENTS
RESPECTING THE MANAGEMENT OF THE PROPERTY.
6.10
CONTROL PROVISIONS.
(A)
THE MARC PRINCIPALS AND ITS AFFILIATES CONTROL, DIRECTLY OR
INDIRECTLY, AND WITHOUT THE REQUIREMENT FOR CONSENT OF ANY OTHER PERSON, THE
MANAGEMENT OF THE BORROWER, THE PROPERTY OWNER AND THE PROPERTY.
(B)
THERE ARE NO PROVISIONS IN ANY LIMITED PARTNERSHIP AGREEMENT,
OPERATING AGREEMENT, CERTIFICATE OF INCORPORATION, BYLAWS OR ANY OTHER AGREEMENT
OR INSTRUMENT TO WHICH A MARC PRINCIPAL, THE BORROWER OR THE PROPERTY OWNER IS
PARTY, UNDER WHICH ANY PERSON (OTHER THAN A MARC PRINCIPAL, THE BORROWER OR THE
PROPERTY OWNER) HAS THE RIGHT TO EXERCISE THE MANAGEMENT OR CONTROL RIGHTS,
A-17
POWERS OR AUTHORITY CURRENTLY BELONGING TO A MARC PRINCIPAL, THE BORROWER OR THE
PROPERTY OWNER, EXCEPT [FOR INDEPENDENT DIRECTORS IN CONNECTION WITH A SENIOR
LOAN OR] AS SET FORTH IN ANY MORTGAGE, DEED OF TRUST OR SIMILAR SECURITY
AGREEMENT WITH RESPECT TO A SENIOR LOAN UPON EXERCISE OF THE RIGHTS AND REMEDIES
UPON DEFAULT SET FORTH IN ANY OF THE FOREGOING.
6.11
BANKRUPTCY FILINGS.
NONE OF THE MARC PRINCIPALS, THE BORROWER NOR
THE PROPERTY OWNER IS CONTEMPLATING EITHER A FILING OF A