BE INCURRED BY ESCROW HOLDER
ACTING UNDER THIS AGREEMENT OR TO WHICH ESCROW HOLDER MAY BE PUT IN CONNECTION
WITH ESCROW HOLDER ACTING UNDER THIS AGREEMENT, EXCEPT FOR COSTS, CLAIMS OR
DAMAGES ARISING OUT OF ESCROW HOLDER'S WILLFUL MISCONDUCT, NEGLIGENCE OR BREACH
OF THIS AGREEMENT.
(G)
IN THE EVENT OF A DISPUTE OR CONFLICTING DEMANDS OR INSTRUCTIONS WITH
RESPECT TO ANY PORTION OF THE DEPOSIT, ESCROW HOLDER SHALL HAVE THE RIGHT TO
INTERPLEAD SUCH PORTION OF THE DEPOSIT WITH A COURT OF COMPETENT JURISDICTION AT
THE COST OF SELLERS AND BUYER.
(H)
SELLERS AND BUYER RESERVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO
SUBSTITUTE A NEW ESCROW AGENT IN PLACE OF 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