(I) ANY DEED OF TRUST, MORTGAGE, OR OTHER
SECURITY TITLE, ASSIGNMENT OF LEASES, NEGATIVE PLEDGE, FINANCING STATEMENT OR
SIMILAR SECURITY INSTRUMENT ENTERED INTO BY SELLER, THE PROPERTY OWNER OR ANY OF
SELLER'S AFFILIATES (INCLUDING, WITHOUT LIMITATION, PXR) AND ENCUMBERING ALL OR
ANY PORTION OF THE PROPERTY (AND EXCLUDING ANY SUCH INSTRUMENT PLACED UPON THE
PROPERTY AGAINST AN INTEREST OF ANY SCHWAB PARTY AND WHICH ENCUMBERS SUCH SCHWAB
PARTY'S INTEREST THEREIN); (II) MECHANICS LIENS AFFECTING THE PROPERTY AND
(III) ANY OTHER LIENS AFFECTING THE PROPERTY WHICH CAN BE SATISFIED BY THE
PAYMENT OF A SPECIFIC, LIQUIDATED AMOUNT NOT TO EXCEED FIVE HUNDRED THOUSAND AND
00/100 DOLLARS ($500,000.00) IN THE AGGREGATE.
TO THE EXTENT ANY MONETARY
OBJECTION WHICH SELLER IS OBLIGATED TO REMOVE HAS NOT BEEN REMOVED AT OR PRIOR
TO CLOSING, PURCHASER SHALL BE ENTITLED TO APPLY A PORTION OF THE PURCHASE
PROCEEDS REASONABLY NECESSARY TO EFFECTUATE SUCH REMOVAL (OR WITHHOLD SUCH
PORTION AS MAY BE REASONABLY NECESSARY TO REMOVE SUCH MONETARY OBJECTION) AND
PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE FOR ANY SUCH AMOUNTS
SO APPLIED OR WITHHELD.
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IF ON
THE CLOSING DATE THERE SHALL BE SECURITY INTERESTS FILED AGAINST THE PROPERTY,
SUCH ITEMS SHALL NOT BE MONETARY OBJECTIONS IF (A) THE PERSONAL PROPERTY COVERED
BY SUCH SECURITY INTERESTS ARE NO LONGER IN OR ON THE REAL PROPERTY AND WILL NOT
BE CONVEYED AS PART OF THE PERSONAL PROPERTY HEREUNDER, AND THE TITLE COMPANY
EITHER OMITS THE LIEN OR SECURITY INTEREST AS AN EXCEPTION FROM THE TITLE POLICY
OR INSURES AGAINST COLLECTION THEREOF FROM ALL OF THE REAL PROPERTY AND
IMPROVEMENTS ERECTED THEREON, OR (B) SUCH PERSONAL PROPERTY IS THE PROPERTY OF
ANY SCHWAB PARTY AND SELLER EXECUTES AND DELIVERS AN AFFIDAVIT TO SUCH EFFECT.
AT CLOSING, SELLER WILL DELIVER (OR CAUSE TO BE DELIVERED BY PROPERTY OWNER)
SUCH AFFIDAVITS AS REASONABLY REQUIRED BY THE TITLE COMPANY TO ENABLE THE TITLE
COMPANY TO ISSUE A NON-IMPUTATION ENDORSEMENT TO THE TITLE POLICY, WHICH
ENDORSEMENT IS AT PURCHASER'S SOLE COST AND EXPENSE AND, WITHOUT LIMITING THE
FOREGOING, ANY AFFIDAVITS REASONABLY REQUIRED BY THE TITLE COMPANY TO OMIT ANY
EXCEPTION OR PROVIDE AFFIRMATIVE INSURANCE FOR ANY MECHANICS' LIENS IN
CONNECTION WITH THE JMB CONSTRUCTION CONTRACT AND THE JMB COOLING TOWER
CONTRACT.
IN ADDITION, COLUMBIA SHALL CAUSE ITS AFFILIATES TO EXECUTE SUCH
AFFIDAVITS AND OTHER DOCUMENTATION REASONABLY REQUIRED BY TITLE COMPANY WITH
RESPECT TO THE RETAINED INTEREST IN CONNECTION WITH THE ISSUANCE OF THE TITLE
POLICY AND THE ENDORSEMENTS THERETO.
20
SECTION 6.3
TITLE DEFECT.
(A)
IN THE EVENT SELLER RECEIVES ANY WRITTEN OBJECTIONS TO MATTERS
DISCLOSED BY AN UPDATE TO THE TITLE REPORT OR AN UPDATE TO THE EXISTING SURVEY
(COLLECTIVELY AND INDIVIDUALLY, A "TITLE DEFECT") WITHIN THE TIME PERIODS
REQUIRED UNDER SECTIONS 6.3(B) BELOW, SELLER MAY ELECT (BUT SHALL NOT BE
OBLIGATED) TO ATTEMPT TO REMOVE, OR CAUSE TO BE REMOVED AT ITS EXPENSE, ANY SUCH
TITLE DEFECT, AND SHALL PROVIDE PURCHASER WITH NOTICE, WITHIN FIVE (5) BUSINESS
DAYS OF ITS RECEIPT OF