IN THE AGGREGATE NOT MORE THAN 15% OF THE NET LEASED AREA
OF THE IMPROVEMENTS IN LIEU OF ANY TENANT ESTOPPEL CERTIFICATES WHICH SELLER
FAILS TO OBTAIN, AND PROVIDED SUCH ESTOPPEL(S) MEET THE REQUIREMENTS OF THE
FOLLOWING SENTENCE, DELIVERY THEREOF SHALL COUNT TOWARDS SATISFACTION OF
THE
CONDITION SET FORTH IN THIS SECTION 3.1.4.
THE SELLER ESTOPPEL CERTIFICATES
SHALL STATE THAT (I) SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE OF ITS DEFAULT
AS LANDLORD UNDER ANY SUCH LEASE, (II) TO THE EXTENT OF SELLER'S ACTUAL
KNOWLEDGE, SELLER IS NOT IN MATERIAL DEFAULT AS LANDLORD UNDER ANY SUCH LEASE,
(III) TO THE EXTENT OF SELLER'S ACTUAL KNOWLEDGE, SUCH TENANTS ARE NOT IN
MATERIAL DEFAULT UNDER SUCH LEASES, AND (IV) TO THE EXTENT OF SELLER'S ACTUAL
KNOWLEDGE, SELLER HAS NOT BEEN INFORMED BY ANY SUCH TENANT THAT THE RENT SET
FORTH IN THE APPLICABLE ESTOPPEL CERTIFICATE DELIVERED TO SUCH TENANT IS IN
DISPUTE.
SELLER'S LIABILITY UNDER EACH SELLER'S ESTOPPEL CERTIFICATE SHALL
CEASE AND TERMINATE WITH RESPECT TO ANY SUCH LEASE UPON THE DELIVERY TO BUYER,
AT ANY TIME AFTER THE CLOSING, OF A CORRESPONDING ESTOPPEL CERTIFICATE FROM SUCH
TENANT MEETING THE CRITERIA SET FORTH IN THIS SECTION 3.1.4.
IN ADDITION,
SELLER'S ESTOPPEL CERTIFICATES SHALL CONTAIN THE LIMITATIONS ON SURVIVAL AND
LIABILITY SET FORTH IN SECTION 16.8 OF THIS AGREEMENT.
3.1.5
MARTA ESTOPPEL.
RECEIPT BY BUYER OF AN EXECUTED ESTOPPEL
CERTIFICATE REASONABLY ACCEPTABLE TO BUYER FROM MARTA UNDER THE GROUND LEASE AND
THE DEVELOPMENT AGREEMENT, PROVIDED THAT ANY SUCH ESTOPPEL CERTIFICATE SHALL BE
ACCEPTED AS LONG AS IT DOES NOT INDICATE THE CONTINUING EXISTENCE OF AN ACTUAL
MATERIAL DEFAULT OF SELLER AS LANDLORD UNDER THE GROUND LEASE AND THE
DEVELOPMENT AGREEMENT.
4
3.1.6
CONSENT OF MARTA.
RECEIPT BY BUYER OF THE CONSENT OF MARTA TO THE
ASSIGNMENT FROM SELLER TO BUYER OF THE GROUND LEASE AND THE DEVELOPMENT
AGREEMENT.
3.1.7
DEFEASANCE.
THE LOAN (THE "LOAN") EVIDENCED BY THAT CERTAIN FEE
AND LEASEHOLD DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
AGREEMENT, DATED AS OF DECEMBER 29, 1997, MADE BY SELLER TO GENERAL ELECTRIC
CAPITAL CORPORATION SHALL HAVE BEEN DEFEASED.
3.1.8
SELLER'S REPRESENTATIONS.
THE REPRESENTATIONS AND WARRANTIES BY
SELLER SET FORTH IN SECTION 11.1 BEING TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS OF THE CLOSING EXCEPT AS MODIFIED BY NOTICE (IN ACCORDANCE WITH SECTION 11.1)
TO WHICH BUYER DOES NOT OBJECT IN WRITING WITHIN THREE BUSINESS DAYS AFTER
RECEIPT THEREOF.
3.2
CONDITIONS TO SELLER'S OBLIGATION TO SELL.
SELLER'S OBLIGATION TO
SELL IS EXPRESSLY CONDITIONED UPON EACH OF THE FOLLOWING:
3.2.1
PERFORMANCE BY BUYER.
PERFORMANCE IN ALL MATERIAL RESPECTS OF THE
OBLIGATIONS AND COVENANTS OF, AND DELIVERIES REQUIRED OF, BUYER HEREUNDER.
3.2.2
RECEIPT OF PURCHASE PRICE.
RECEIPT OF THE PURCHASE PRICE AND ANY
ADJUSTMENTS DUE SELLER UNDER ARTICLE VII AT THE CLOSING IN THE MANNER HEREIN
PROVIDED (INCLUDING DELIVERING THE PURCHASE PRICE TO ESCROW AGENT ONE BUSINESS
DAY PRIOR TO THE CLOSING DATE IN ACCORDANCE WITH SECTION 6.1).
3.2.3
CONSENT OF MARTA.
RECEIPT BY SELLER OF THE CONSENT OF MARTA TO