THE TERMS OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT, THE FORM OF
WHICH IS SET FORTH AS EXHIBIT D.
(F)
ALL RIGHT, TITLE AND INTEREST OF SELLERS IN AND TO ANY UNPAID AWARD FOR
ANY TAKING OF ALL OR PART OF THE LAND OR THE BUILDINGS;
(G)
ALL RIGHT, TITLE AND INTEREST OF SELLERS IN AND TO ALL ASSIGNABLE
WARRANTIES AND GUARANTIES, IF ANY WITH RESPECT TO THE LAND OR THE BUILDINGS; AND
(H)
ALL RIGHT, TITLE AND INTEREST OF SELLERS IN AND TO MACHINERY, TOOLS,
EQUIPMENT, FIXTURES AND OTHER TANGIBLE PROPERTY IN, ON, ATTACHED TO, APPURTENANT
TO AND USED BY SELLERS SOLELY IN THE OPERATION OR MAINTENANCE OF, THE LAND OR
THE BUILDINGS WHICH ARE OWNED BY SELLERS INCLUDING, WITHOUT LIMITATION, ALL
INVENTORY, SUPPLIES, BUILDING MATERIALS, TOOLS, MACHINERY AND EQUIPMENT IN THE
CONDITION, AND OF THE VOLUME, AS EXISTING ON THE CLOSING DATE, IT BEING
UNDERSTOOD THAT SUCH ITEMS MAY BE IN NEED OF REPAIR, AND SELLER SHALL HAVE NO
OBLIGATION TO REPAIR THE SAME (THE "PERSONAL PROPERTY"), AND ALL RIGHT, TITLE
AND INTEREST OF SELLERS UNDER ALL EQUIPMENT LEASES RELATING TO THE OPERATION OR
MAINTENANCE OF THE LAND OR BUILDINGS, WHICH EQUIPMENT LEASES ARE LISTED ON
EXHIBIT F ATTACHED HERETO (THE "EQUIPMENT LEASES").
(I)
SUBJECT TO THE APPORTIONMENT PROVISIONS OF ARTICLE VI, THE SALE OF THE
PROPERTIES SHALL EXCLUDE (I) ALL CASH OF ANY SELLER (WHETHER ON HAND OR IN BANK
ACCOUNTS) OTHER THAN THE AFOREMENTIONED UNAPPLIED SECURITY DEPOSITS, (II)
DELINQUENT TENANT ARREARAGES AND ACCOUNTS RECEIVABLE AS OF THE CLOSING DATE,
(III) SELLERS' POLICIES OF TITLE INSURANCE, (IV) COMPUTER PROGRAMS WHICH ARE NOT
RELATED SOLELY TO THE OPERATION OF THE PROPERTIES
OR ARE NOT OWNED BY SELLER,
(V) SELLERS' RIGHTS UNDER THIS AGREEMENT, (VI) ALL PROPRIETARY OR LICENSED
COMPUTER PROGRAMS, (VII) ALL INSURANCE PROCEEDS WITH RESPECT TO EVENTS EXISTING
OR OCCURRING PRIOR TO, AND OTHER CLAIMS EXISTING ON, THE CLOSING DATE, OTHER
THAN THE PROCEEDS ASSIGNED TO BUYER PURSUANT TO ARTICLE XVI HEREOF, (VIII) ALL
BONDS, LETTERS OF CREDIT, DEPOSITS OR SIMILAR ASSURANCES POSTED WITH
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCIES OR UTILITY COMPANIES TO SECURE
PERFORMANCE OF PUBLIC IMPROVEMENTS OR PAYMENT OBLIGATIONS TO UTILITY COMPANIES,
(IX) ANY ITEMS OF PERSONAL PROPERTY OWNED OR LEASED (FROM ANYONE OTHER THAN A
SELLER) BY EACH SELLER'S PROPERTY MANAGER AND LOCATED IN THE PROPERTY MANAGER'S
ON-SITE OR OFF-SITE PROPERTY MANAGEMENT OFFICE, (X) ANY ITEMS OF PERSONAL
PROPERTY OWNED OR LEASED (FROM ANYONE OTHER THAN A SELLER) BY ANY TENANT AT OR
ON EACH SELLER'S PROPERTY, AND (XI) ANY PROTECTED INFORMATION (AS DEFINED
HEREIN).
BUYER SHALL BE RESPONSIBLE AT ITS SOLE COST AND EXPENSE TO POST (AND
TO PAY THE COST OF) ALL BONDS, DEPOSITS OR SIMILAR ASSURANCES TO BE POSTED WITH
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCIES OR UTILITY COMPANIES IN CONNECTION
WITH THE DEVELOPMENT, OWNERSHIP, OPERATION AND MAINTENANCE OF THE PROPERTY, AS
THE SAME ARE LISTED ON SCHEDULE 1.1(I) ATTACHED HERETO.
(J)
EACH SELLER QUITCLAIMS TO BUYER ANY RIGHTS IT MAY HAVE TO USE THE NAMES
"MARK CENTER", "TRANSDULLES CENTRE",
AND "LIBERTY CENTER", AND THE