INCLUSIVE OF DEBT ASSUMPTION, OF MORE THAN $60 MILLION IN
THE AGGREGATE) OF THE MARC PRINCIPALS INTEREST IN THE GROUP A PROPERTIES, AND
GROUP D PROPERTIES.
11.1.4
ADDITIONAL INFORMATION.
THE MARC PRINCIPALS SHALL PROMPTLY FURNISH
TO FIRST UNION ALL SUCH FINANCIAL AND OPERATING REPORTS WITH RESPECT TO EACH
PROPERTY AND PROPERTY OWNER AS MAY BE PREPARED WITH RESPECT TO A PROPERTY OR
PROPERTY OWNER FROM TIME TO TIME BETWEEN THE DATE HEREOF AND THE CLOSING DATE AS
FIRST UNION MAY REASONABLY REQUEST.
THE MARC PRINCIPALS SHALL MAKE AVAILABLE TO
FIRST UNION INFORMATION WITH RESPECT TO ANY DOCUMENT, EVENT, TRANSACTION OR
CONDITION ENTERED INTO OR OCCURRING AFTER THE DATE HEREOF WHICH, HAD IT OCCURRED
OR BEEN IN EFFECT ON OR PRIOR TO THE DATE HEREOF, WOULD HAVE BEEN INCLUDED ON
THE SCHEDULES TO THIS AGREEMENT, AND ANY SUCH INFORMATION WHICH WOULD HAVE BEEN
INCLUDED ON A SCHEDULE SHALL BE DEEMED TO AMEND THE RELEVANT SCHEDULE WHEN SO
PROVIDED.
11.1.5
REASONABLE EFFORTS.
THE MARC PRINCIPALS WILL USE THEIR REASONABLE
EFFORTS TO EFFECTUATE THE TRANSACTIONS HEREBY CONTEMPLATED.
11.2
COVENANTS OF FIRST UNION.
11.2.1
REQUIRED APPROVALS.
AS PROMPTLY AS PRACTICABLE AFTER THE DATE OF
THIS AGREEMENT, FIRST UNION WILL MAKE ALL FILINGS REQUIRED BY LEGAL REQUIREMENTS
TO BE MADE BY THEM IN ORDER TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS.
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11.2.2
REASONABLE EFFORTS.
FIRST UNION WILL USE ITS REASONABLE EFFORTS TO
EFFECTUATE THE TRANSACTIONS HEREBY CONTEMPLATED.
ARTICLE 12
JOINT COVENANTS; OTHER AGREEMENTS
12.1
TI/CAP EX RESERVE ACCOUNT.
12.1.1
DEPOSIT.
ON THE INITIAL CLOSING DATE, FIRST UNION AND THE MARC
PRINCIPALS SHALL DEPOSIT INTO AN ESCROW ACCOUNT TO BE DISBURSED ON THE JOINT
DIRECTION OF FIRST UNION AND THE MARC PRINCIPALS $2,940,000 AND $3,060,000,
RESPECTIVELY (THE "TI/CAP EX RESERVE") FOR THE PURPOSES OF FUNDING THE FIRST
$6,000,000 OF THE $15,000,000 COMMITMENT SET FORTH SECTION 7.1.1 HEREOF.
12.1.2
PURPOSE.
ALL AMOUNTS HELD IN THE TI/CAP EX RESERVE SHALL BE USED
SOLELY TO MAKE TI/CAP EX LOANS.
12.1.3
FUNDING.
ON EACH MONTHLY ANNIVERSARY OF THE INITIAL CLOSING DATE,
FIRST UNION AND THE MARC PRINCIPALS SHALL:
(A)
TO THE EXTENT THAT THE TI/CAP EX RESERVE AMOUNT EXCEEDS THE TI/CAP
EX THRESHOLD, CAUSE SUCH EXCESS TO BE DISTRIBUTED TO FIRST UNION AND THE MARC
PRINCIPALS IN PROPORTION TO THE AMOUNTS THEN CONTRIBUTED BY FIRST UNION AND THE
MARC PRINCIPALS TO THE TI/CAP EX RESERVE; OR
(B)
TO THE EXTENT THAT THE TI/CAP EX RESERVE AMOUNT IS LESS THAN THE
TI/CAP EX THRESHOLD, MAKE ADDITIONAL CONTRIBUTIONS TO THE TI/CAP EX RESERVE IN
AMOUNT EQUAL TO THE DEFICIENCY MULTIPLIED BY THEIR PROPORTION OF THE TOTAL
CONTRIBUTIONS TO THE TI/CAP EX RESERVE.
12.2
AFFILIATE TRANSACTIONS.
NO JOINT VENTURE ENTITY OR PROPERTY OWNER
SHALL BE PERMITTED TO ENTER INTO A TRANSACTION WITH AN AFFILIATE OF A MARC
PRINCIPAL OR FIRST UNION WITHOUT THE CONSENT OF BOTH THE MARC MEMBER AND THE
FIRST UNION MEMBER, EXCEPT FOR THE FOLLOWING:
12.2.1
Property Management.
MARC Realty shall be retained as the property
manager for each Property pursuant to a property management agreement in the
form of