EXCEPT FOR SUCH CHANGES THEREIN
AS ARE CONTEMPLATED BY THIS AGREEMENT.
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6.4.3
COVENANT COMPLIANCE.
NO BREACH OF ANY COVENANTS IMPOSED UPON FIRST
UNION HEREUNDER SHALL EXIST ON THE CLOSING DATE OR BE CREATED BY THE
TRANSACTIONS TO BE CONSUMMATED ON THE CLOSING DATE.
6.4.4
OFFICER'S CERTIFICATE.
THE MARC PRINCIPALS SHALL HAVE RECEIVED A
CERTIFICATE OF AN OFFICER OF FUR, DATED THE CLOSING DATE, CERTIFYING ON BEHALF
OF FIRST UNION AS TO THE FULFILLMENT OF THE CONDITIONS SPECIFIED IN SECTIONS
6.4.1, 6.4.2 AND 6.4.3 HEREOF.
6.4.5
SATISFACTORY TRANSFER DOCUMENTS .
EACH OF THE TRANSFER DOCUMENTS
SHALL BE SATISFACTORY IN FORM, CONTENT AND MANNER OF EXECUTION AND DELIVERY TO
THE MARC PRINCIPALS AND ALL TRANSFER DOCUMENTS SHALL BE IN FULL FORCE AND
EFFECT.
6.4.6
LITIGATION.
THERE SHALL NOT BE ANY ACTIONS, SUITS OR PROCEEDINGS
AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL INSTRUMENTALITY OR OTHER
AGENCY OR REGULATORY AUTHORITY BY ANY ENTITY (PRIVATE OR GOVERNMENTAL) PENDING
OR, TO FIRST UNION'S KNOWLEDGE, THREATENED WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY OR ANY DOCUMENTATION EXECUTED IN CONNECTION THEREWITH, OR IN
CONNECTION WITH A FIRST UNION ENTITY, WHICH THE MARC PRINCIPALS SHALL DETERMINE
IN GOOD FAITH IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
6.4.7
NO INJUNCTIONS.
NO COURT, AGENCY OR OTHER AUTHORITY SHALL HAVE
ISSUED ANY ORDER, DECREE OR JUDGMENT TO SET ASIDE, RESTRAIN, ENJOIN OR PREVENT
THE PERFORMANCE BY THE APPLICABLE MARC PRINCIPAL, MARC ENTITY OR FIRST UNION OF
THEIR RESPECTIVE OBLIGATIONS HEREUNDER, NOR SHALL THERE BE PENDING ANY SUIT,
ACTION OR PROCEEDING REQUESTING SUCH RELIEF OR REMEDY.
6.4.8
COMPLIANCE WITH LAWS.
THERE ARE NO LEGAL REQUIREMENTS WHICH
PROHIBIT OR ADVERSELY LIMIT THE CAPACITY OR AUTHORITY OF FIRST UNION TO ENTER
INTO THE TRANSACTIONS CONTEMPLATED HEREBY OR TO EXECUTE THE TRANSFER DOCUMENTS,
TO WHICH IT IS A PARTY, AND PERFORM THE OBLIGATIONS OF SUCH PERSON WITH RESPECT
THERETO.
6.4.9
CONSENTS.
THE TRANSACTIONS TO BE CONSUMMATED ON THE APPLICABLE
CLOSING DATE WILL NOT CREATE A BREACH OR DEFAULT OF ANY AGREEMENT, RULE,
REGULATION, OR ORDINANCE TO WHICH A MARC PRINCIPAL, MARC ENTITY OR FIRST UNION
IS PARTY OR SUBJECT UNLESS THE NECESSARY CONSENTS HAVE BEEN OBTAINED OR WAIVED,
EXCEPT FOR ANY BREACH OR DEFAULT UNDER AN EXISTING SENIOR LOAN CAUSED SOLELY BY
THE TRANSACTIONS CONTEMPLATED HEREBY, WHICH ARE HEREBY WAIVED BY THE MARC
PRINCIPALS.
6.5
CONDITIONS TO MAKING A PROPERTY LOAN.
FIRST UNION'S OBLIGATION TO
MAKE THE PROPERTY LOANS IS SUBJECT TO THE SATISFACTION (OR WAIVER BY FIRST
UNION) OF EACH CONDITION SET FORTH IN SECTION 3.1 OF THE PROPERTY LOAN AGREEMENT
WHICH ARE INCORPORATED HEREIN BY REFERENCE.
6.6
CLOSING DATE OBLIGATIONS/CASH.
NOTWITHSTANDING ANYTHING HEREIN,
IN AN OPERATING AGREEMENT, A PROPERTY LOAN AGREEMENT OR ANY OTHER AGREEMENT
ENTERED INTO IN CONNECTION HEREWITH OR THEREWITH TO THE CONTRARY, THE MARC
PRINCIPALS AND FIRST UNION AGREE THAT ANY AND ALL RECEIVABLES, OBLIGATIONS,
LIABILITIES OR CLAIMS RELATING TO A PROPERTY OR A PROPERTY OWNER AND ARISING,
ACCRUING OR PERTAINING TO A PERIOD ON OR BEFORE THE APPLICABLE CLOSING DATE,
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INCLUDING,