ESCROW HOLDER PURSUANT TO A WRITING
EXECUTED BY SELLERS AND BUYER WHICH SHALL CONTAIN INSTRUCTIONS TO ESCROW HOLDER
REGARDING DISBURSEMENT OF THE DEPOSIT TO THE NEW ESCROW AGENT.
ARTICLE III.
TITLE EXCEPTIONS; DUE DILIGENCE.
SECTION 3.1.
STATE OF TITLE TO BE CONVEYED.
EACH SELLER'S INTEREST
IN ITS PROPERTY SHALL BE CONVEYED TO BUYER AT THE CLOSING FOR SUCH PROPERTY IN
FEE SIMPLE BY SPECIAL WARRANTY DEED IN THE FORM OF EXHIBIT G ATTACHED HERETO,
FREE AND CLEAR OF ANY AND ALL LIENS, MORTGAGES, DEEDS OF TRUST, SECURITY
INTERESTS, ENCUMBRANCES AND OTHER TITLE MATTERS, EXCEPT FOR THE FOLLOWING
"PERMITTED ENCUMBRANCES":
(A)
THE STANDARD PRE-PRINTED EXCLUSIONS FROM COVERAGE CONTAINED IN THE ALTA
FORM OF OWNER'S TITLE POLICIES ISSUED BY A TITLE COMPANY SELECTED BY BUYER AND
REASONABLY ACCEPTABLE TO SELLERS (IN SUCH CAPACITY, THE "TITLE COMPANY") AND
THOSE SPECIFIC ITEMS IDENTIFIED ON THE MARKED FORM OF SCHEDULE B-II OF THE
PRELIMINARY TITLE REPORTS LISTED ON SCHEDULE 3.1(A) HERETO (AS SAME MAY HAVE
BEEN UPDATED, AMENDED OR MODIFIED PRIOR TO THE EFFECTIVE DATE, THE "PRELIMINARY
TITLE REPORTS") PREPARED BY THE TITLE COMPANY FOR EACH PROPERTY, AS LISTED ON
SCHEDULE 3.1(A) HERETO, SUBJECT TO THE FOLLOWING:
(1) EXCEPTION B-2(1) IS
SUBJECT TO THE PROVISIONS OF SECTION 3.3 OF THIS AGREEMENT; (2) EXCEPTION B-2(A)
SHALL BE A PERMITTED EXCEPTION ONLY AS TO TENANTS OR
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LICENSEES, AS TENANTS OR LICENSEES ONLY, UNDER UNRECORDED LEASES OR LICENSES;
(3) EXCEPTION B-2(B) IS A PERMITTED EXCEPTION ONLY AS TO EASEMENTS SHOWN ON THE
SURVEYS RECEIVED DURING THE STUDY PERIOD; (4) EXCEPTION B-2(C) IS SUBJECT TO THE
PROVISIONS OF SECTION 3.3 HEREOF; AND (5) EXCEPTION B-2(D) SHALL BE DELETED AND
REPLACED WITH ANY SPECIFIC SURVEY EXCEPTIONS TAKEN BY THE TITLE COMPANY IN THE
OWNER'S POLICY;
(B)
THE LEASES THAT EXIST AS OF THE CLOSING FOR EACH PROPERTY (INCLUDING THE
LEASES THAT EXIST AS OF THE EFFECTIVE DATE AND SUCH LEASES THAT ARE ENTERED
INTO, MODIFIED OR RENEWED AFTER THE DATE OF THIS AGREEMENT NOT IN VIOLATION OF
THIS AGREEMENT, BUT EXCLUDING THOSE LEASES THAT HAVE EXPIRED OR HAVE BEEN DULY
TERMINATED);
(C)
ALL LIENS OF GENERAL REAL ESTATE TAXES AND ASSESSMENTS, ASSESSMENTS IN
CONNECTION WITH ANY PROPOSED DULLES RAIL EXTENSION (IF APPLICABLE), PERSONAL
PROPERTY TAXES AND ALL WATER, SEWER, UTILITY, TRASH AND OTHER SIMILAR CHARGES
AND ASSESSMENTS THAT ARE NOT YET DUE AND PAYABLE, IT BEING AGREED THAT ALL SUCH
AMOUNTS DUE AND PAYABLE AS OF CLOSING SHALL BE PAID IN FULL BY SELLER, SUBJECT
TO PRORATION FOR THE MONTH AND YEAR OF CLOSING, AS SET FORTH IN THIS AGREEMENT;
(D)
INTENTIONALLY DELETED;
(E)
ALL LIENS, ENCUMBRANCES AND OTHER DEFECTS OR EXCEPTIONS TO TITLE INSURANCE
COVERAGE CAUSED BY (I) BUYER; (II) ANY OF BUYER'S REPRESENTATIVES; OR (III) ANY
OF THE SELLERS OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AT BUYER'S OR ANY
BUYER'S REPRESENTATIVE'S WRITTEN REQUEST;
(F)
MATTERS SHOWN ON THOSE CERTAIN ALTA/ACSM LAND TITLE SURVEYS LISTED ON
SCHEDULE 3.1(F) (AS SAME MAY HAVE BEEN UPDATED, AMENDED OR MODIFIED PRIOR TO THE
EFFECTIVE DATE, THE "SURVEYS"), PROVIDED THAT THIS