Common use of Title Report Clause in Contracts

Title Report. (a) Purchaser acknowledges receipt from the Title Company of a current title insurance report for the Property (the “Title Report”), together with copies of the title exceptions listed thereon. All (i) exceptions to title set forth in the Title Report and/or matters revealed by the Existing Survey, (ii) matters which are the obligations of Schwab under the Schwab Lease, (iii) documents and agreements contemplated by this Agreement to be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA and the Updated Deed Notice, and (iv) title exceptions caused or created (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter defined). (b) All taxes, water rates or charges, sewer rents and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which the Property Owner is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing (with authority to pay in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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.

Title Report. (a) Purchaser acknowledges receipt agrees promptly after execution of this Agreement to order a report of title or title commitment from the Title Company and to direct the Title Company to provide Seller with a copy thereof. It shall be a condition to Closing that Seller transfer, and that the Title Company agree to insure, title to the Premises in the amount of the Purchase Price (at a current title insurance report standard rate for such insurance) in the Property name of Purchaser, after delivery of the Deed, by a standard 1992 ALTA Owners Policy, with ALTA endorsements Form 3.1, Form 8.1, Form 9 and any other endorsements as required by Purchaser attached, free and clear of all liens, encumbrances and other matters, other than the Permitted Encumbrances (the “"Title Report”Policy"). The Title Company shall provide affirmative insurance that any Permitted Encumbrances have not been violated, together with copies and that any future violation thereof will not result in a forfeiture or reversion of title and the exception for taxes shall apply only to the current taxes not yet due and payable. Seller shall provide such affidavits and undertakings as the Title Company insuring title exceptions listed thereonto the Premises may require and shall cure all other defects and exceptions. All The words "insurable title" and "insurable" as used in this Agreement are hereby defined to mean title which is insurable at standard rates (iwithout special premium) exceptions by the Title Company without exception other than the Permitted Encumbrances, and standard printed policy and survey exceptions. Seller shall be obligated to expend up to the Purchase Price to cause title set forth to the Premises to be conveyed to Purchaser in the Title Report and/or matters revealed by the Existing Survey, (ii) matters which are the obligations of Schwab manner required under the Schwab Lease, (iii) documents and agreements contemplated by this Agreement to be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA and the Updated Deed Notice, and (iv) title exceptions caused or created (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter defined)Agreement. (b) All taxesIf, water rates at the Closing, Seller is unable to convey to Purchaser insurable title to the Premises subject to and in accordance with the provisions of this Agreement, Seller shall be entitled, upon written notice delivered to Purchaser at or chargesprior to the Closing, sewer rents and special assessments, plus interest and penalties thereon, which on to reasonable adjournments of the Closing Date are due one or more times, for a period or periods not to exceed, in the aggregate, thirty (30) days, to enable Seller to convey such title or to fulfill such obligations. If Seller does not so elect to adjourn the Closing, or if at the adjourned date Seller is still unable to convey insurable title subject to, and payable and/or are liens against in accordance with the Real Property provisions of, this Agreement, then Purchaser may, at its option, (a) terminate this Agreement by written notice delivered as provided in Section 22 hereof, in which event the sole liability of Seller shall be to direct the Title Company to refund the Deposit with interest thereon to Purchaser, and which to refund to Purchaser all charges made for (i) examining the Property Owner is obligated title, (ii) any appropriate additional municipal searches made in accordance with this Agreement, and (iii) survey and survey inspection charges; or (b) accept title to pay and discharge will be credited against the Purchase Price (Premises subject to such defect(s), in which event such defect(s) shall become Permitted Encumbrance(s). Upon such refund being made to Purchaser in accordance with clause (a) of the provision for apportionment immediately preceding sentence, then this Agreement shall automatically become void and of taxesno further force or effect, water rates and sewer rents herein contained) and without neither party shall have any obligations of any nature to the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected other hereunder or by any lien reason hereof, except obligations which, pursuant to the provisions of this Agreement, is required are expressly stated to be discharged survive the termination of this Agreement. If Seller elects to adjourn the Closing as provided above, this Agreement shall remain in effect for the period or satisfied by periods of adjournments, in accordance with its terms. (c) Upon notice to Seller, Seller Purchaser shall have the right to cause one or more title insurance companies, whether or not be required through abstract agencies, to discharge insure Purchaser's title to the Premises on a co-insurance basis or satisfy to change title companies, so long as in each instance, said company and agency, to the same of record provided the money necessary extent applicable, is a duly licensed title insurance company authorized to satisfy the lien is retained by the Title Company at Closing (with authority to pay conduct business in the event State of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab LeaseNew Jersey. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, Seller shall cause the Property Owner or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection surveyor to title if (a) certify and warrant directly to Purchaser and to the Title Company insures against collection thereof from or out the square footage and acreage of the Real Property and/or Land (to the Improvementsnearest one-one hundredth (1/100)), (b) certify that the survey is a complete and accurate representation of the Premises, (c) certify that there are no gores, gaps or strips, and provided further such other facts that Seller deposits with are customarily required by the Title Company, (d) provide directly to the Purchaser and the Title Company a sum reasonably sufficient to secure a release metes and bounds description of the Real Property and/or Improvements from Land and any off-site private easements benefiting the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may bePremises, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to otherwise prepare the contrary contained herein, except for Permitted Exceptions, survey in accordance with the customary requirements of a lending institution financing such a transaction. Seller shall be obligated cause the surveyor to cure and/or satisfy or cause to be deleted update the survey as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 and shall be security interests filed against have 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 general survey exception removed 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 theretosurvey affirmatively insured to Purchaser.

Title Report. (a) Purchaser acknowledges receipt shall obtain from the Title Company of a current preliminary title insurance report for the Property (the “Title Report”), together with copies of ) concerning the title exceptions listed thereonReal Property and Improvements. All (i) exceptions to title set forth in Purchaser acknowledges that the Title Report and/or may identify matters revealed by pertaining to the Existing Survey, land adjacent to the Parking Parcel that is a part of the same legal parcel due to the fact that such land has not yet been subdivided from the Parking Parcel. Purchaser shall have until the date that is twenty-five (ii25) days after the Effective Date to provide written notice to Seller (“Purchaser’s Title Notice”) 20289493.10 17 of any matters which are the obligations of Schwab under the Schwab Lease, (iii) documents and agreements contemplated by this Agreement affecting or relating to be recorded against title to the Real Property on and Improvements, including any survey matters, that are not satisfactory to Purchaser in its sole and absolute discretion (collectively, the “Title Objections”). If Purchaser does not deliver Purchaser’s Title Notice by the foregoing date, Purchaser shall be deemed to have approved the condition of title to the Property as disclosed by the Title Report. In the event that Purchaser delivers Purchaser’s Title Notice, within four (4) days after receipt of Purchaser’s Title Notice, Seller shall notify Purchaser (“Seller’s Title Notice”) of those Title Objections that Seller agrees to use its commercially reasonable efforts to cure prior to the Closing (the “Curative Items”). The cure by Seller of the Curative Items shall be a condition precedent to Purchaser’s obligations with respect to the Closing. On or prior to the Closing Dateexpiration of the Due Diligence Period, includingPurchaser shall notify Seller in writing of either its approval of Seller’s Title Notice (in which case any Title Objections not included in Seller’s Title Notice as Curative Items shall be deemed approved by Purchaser and shall constitute Permitted Exceptions) or its election to terminate this Agreement. If Purchaser does not notify Seller of its termination of the Agreement prior to the expiration of the Due Diligence Period, without limitationthen Purchaser shall be deemed to have approved Seller’s Title Notice. In the event of the termination of this Agreement by Purchaser as provided above, the CREA, the CRA and the Updated Deed NoticeDeposit shall be returned to Purchaser, and (iv) title exceptions caused neither party shall thereafter have any further rights, obligations or created (liability hereunder except with respect to provisions hereof which by their express terms survive a termination of this Agreement. Notwithstanding any contrary provision hereof, or whether directly or indirectly) by not Purchaser makes Title Objections, Seller must remove any lien, judgment or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter defined). (b) All taxes, water rates or charges, sewer rents and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens other monetary claim against the Real Property and which the Property Owner is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged Improvements or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the otherwise cause Title Company at Closing to provide coverage against, any monetary liens (with authority to pay in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy other than non-delinquent taxes or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner assessments or any former owner of the Property, liens caused or suffered by Purchaser) that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 encumber the Real Property and will not be conveyed Improvements 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 theretoClosing Date.

Title Report. (ai) Purchaser acknowledges Seller has ordered (and upon receipt from shall cause to be delivered to Purchaser) a CLTA Preliminary Title Report covering the Title Company of Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a current title insurance report for the Property survey (the “"Preliminary Title Report”"), issued by Commonwealth Title Insurance Company ("Title Company"), together with true copies of the all documents evidencing matters of record shown as exceptions to title exceptions listed thereon. If Purchaser shall desire an ALTA Survey of the Real Property and Improvements ("Survey"), Purchaser shall cause the same to be so made at Purchaser's sole cost and expense before the Approval Date (and upon receipt shall deliver a copy of the updated Survey to Seller). Purchaser shall have the right to object to any exceptions contained in the Preliminary Title Report or the Survey by giving notice to Seller by the Approval Date. Notwithstanding any of the foregoing, Seller shall at Closing (but shall not be obligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Purchaser gives written notice that it disapproves any such additional exceptions to title matters, stating the exceptions so disapproved, by the Approval Date, Purchaser shall be deemed to have approved said exceptions. Purchaser's approval of the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained a Survey before the Approval Date. If for any reason, on or before the Closing Date Seller does not cause such exceptions to title or survey matters which Purchaser timely disapproves (to the extent Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Purchaser (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Purchaser to buy, the Property as herein provided shall terminate (and Seller and Purchaser shall have no further obligations in connection herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) exceptions any title or survey matters objected to title set forth by Purchaser, which objections are subsequently waived in the Title Report and/or matters revealed writing by the Existing SurveyPurchaser, and (ii) any title or survey matters objected to by Purchaser in accordance with the terms and provisions of this Agreement, which objections are the obligations of Schwab under the Schwab Leasecured to Purchaser's satisfaction, (iii) documents real estate taxes and agreements contemplated by this Agreement to be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA assessments not yet due and the Updated Deed Notice, payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title exceptions caused or created insurance (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter definedwith extended coverage). (bii) All taxes, water rates If at the date of Closing there are any liens or charges, sewer rents and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which the Property Owner encumbrances that Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxesdischarge, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing (with authority to pay in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, that Escrow Agent may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 use any portion of the Property Purchase Price to satisfy the same (and excluding any such instrument placed upon if 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 same are not bonded-over or otherwise satisfied by the payment title endorsement), provided Seller shall simultaneously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encumbrances of a specificrecord, 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 together 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 cost of the Title Policy and the endorsements theretorecording or filing said instruments.

Title Report. (ai) Purchaser acknowledges Sellers have ordered (and upon receipt from shall cause to be delivered to Purchaser) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by Orange Coast Title Company of a current title insurance report for the Property (the “"Title Report”Company"), together with true copies of the all documents evidencing matters of record shown as exceptions to title exceptions listed thereon. Sellers have delivered to Purchaser a copy of that certain survey of the Property dated December 3, 1993 prepared by W.X. Xxxx, Inc. (the "Survey"). If Purchaser shall desire to update such Survey, Purchaser shall cause the same to be so updated at Purchaser's sole cost and expense before the Approval Date (and upon receipt shall deliver a copy of the updated Survey to Sellers). Purchaser shall have the right to object to any exceptions contained in the Preliminary Title Report or the Survey (or updated Survey) by giving notice to Sellers by the Approval Date. Notwithstanding any of the foregoing, Sellers shall at Closing (but shall not be obligated prior thereto) remove of record (or at Sellers' election provide a credit to Purchaser sufficient to pay off) all tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Purchaser gives written notice that it disapproves any such additional exceptions to title matters, stating the exceptions so disapproved, by the Approval Date, Purchaser shall be deemed to have approved said exceptions. Purchaser's approval of the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained an update of the Survey before the Approval Date. If for any reason, on or before the Closing Date Sellers do not cause such exceptions to title or survey matters which Purchaser timely disapproves (to the extent Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Purchaser (Sellers having the right but not the obligation to do so), the obligation of Sellers to sell, and Purchaser to buy, the Property as herein provided shall terminate (and Sellers and Purchaser shall have no further obligations in connection herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Sellers. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) exceptions any title or survey matters objected to title set forth by Purchaser, which objections are subsequently waived in the Title Report and/or matters revealed writing by the Existing SurveyPurchaser, and (ii) any title or survey matters which are the obligations of Schwab under the Schwab Lease, (iii) documents and agreements contemplated by this Agreement objected to be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA and the Updated Deed Notice, and (iv) title exceptions caused or created (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of in accordance with the Permitted Exceptions constitute Title Defects (as hereinafter defined). (b) All taxes, water rates or charges, sewer rents terms and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which the Property Owner is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required which objections are cured to be discharged or satisfied by SellerPurchaser's satisfaction, Seller shall (iii) real estate taxes and assessments not be required to discharge or satisfy yet due and payable; and (iv) the same printed exceptions which appear in the standard form ALTA owner's policy of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing title insurance (with authority to pay in the event of enforcement of such lienextended coverage), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (dii) No franchise, transfer, inheritance, income, corporate If at the date of Closing there are any liens or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, encumbrances that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority Sellers are obligated to pay in the event of enforcement of such lien). If a search of title discloses judgmentsand dis- charge, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case Escrow Agent may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 use any portion of the Property Purchase Price to satisfy the same (and excluding any such instrument placed upon if 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 same are not bonded-over or otherwise satisfied by the payment title endorsement), provided Sellers shall simultane- ously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encum- brances of a specificrecord, 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 together 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 cost of the Title Policy and the endorsements theretorecording or filing said instruments.

Title Report. Promptly after the Date of this Agreement, Lessor shall furnish to Lessee a preliminary title report with respect to the Leased Property. A copy of that preliminary title report shall be attached to this Agreement as Exhibit "C". Lessee shall have ten (a10) Purchaser acknowledges days after receipt from the Title Company of a current title insurance report for the Property (the “Title Report”), together with copies of the preliminary title report within which to examine that report and notify Lessor of any objection(s) to any one or more of the exceptions listed thereonset forth on the preliminary title report. All If Lessee does not notify Lessor in writing, within that ten (i10) day period, of Lessee's disapproval of any one or more of the exceptions set forth on the preliminary title report, then that exception (or those exceptions) shall be deemed to title have been accepted and approved by Lessee. If Lessee provides written notification to Lessor, within that ten (10) day period, of Lessee's disapproval of any exception set forth in the Title Report and/or matters revealed by preliminary title report, then Lessor shall be obligated to remove the Existing Surveydisapproved exception prior to Closing. At Closing, Lessor shall furnish to Lessee, at Lessor's expense, a C.L.T.A. policy of title insurance (iior an A.L.T.A. policy of title insurance if Lessee is willing to pay the excess of the cost of an A.L.T.A. policy over the cost of a C.L.T.A. policy) matters which are in the obligations full amount of Schwab under the Schwab Leasepurchase price ($4,800,000.00), (iii) documents and agreements contemplated by this Agreement showing title to the Leased Property to be recorded against the Real Property on or prior good and marketable, subject only to the Closing Date, including, without limitation, the CREA, the CRA usual endorsements and exceptions contained in such policies and the Updated Deed Notice, and specific additional exceptions accepted by Lessee as provided in the preceding sentences of this subparagraph (iv) title exceptions caused or created (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter definedf). (b1) All taxesIf Lessee does not elect to purchase the Leased Property pursuant to this Paragraph 26, water rates or charges, sewer rents and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which the Property Owner is then Lessor shall be obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defectall title insurance cancellation fees. (c2) If on Lessor is unable at Closing to provide good and marketable title to the Closing Date the Real Leased Property shall as provided in this subparagraph (f), then (in addition to any and all other remedies which may be affected available to Lessee at law or in equity by any lien which, pursuant to reason of that breach) the provisions of this Agreement, is required subparagraphs 4(b) through 4(h) relating to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing (with authority to pay a CPI indexed increase in the event rental amount payable under this Agreement shall be void and of enforcement of such lien)no effect, and the Title Company either omits monthly rent payable by Lessee for each and every month throughout the lien entire Lease Term shall be the Base Rental Amount. If, subsequent to the date of Closing, Lessor is able to cure any title defects and provide good and marketable title to the Leased Property as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvementsprovided in this subparagraph (f), and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to then the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, that may be a lien against the Property on the Closing Date, preceding sentence shall be an objection to title if void and of no effect from and after the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliverdate when said defect(s) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defectsis/are cured. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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.

Title Report. (a) Purchaser acknowledges receipt from the Title Company of a current title insurance report for the Property (the “Title Report”), together with copies of the title exceptions listed thereon. All (i) exceptions to title set forth in the Title Report and/or matters revealed by the Existing Survey, (ii) matters which are the obligations of Schwab under the Schwab Lease, (iii) documents and agreements contemplated by this Agreement to be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA and the Updated Deed Notice, and (iv) title exceptions Seller has heretofore caused or created (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter defined). (b) All taxes, water rates or charges, sewer rents and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which the Property Owner is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing (with authority to pay in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 ------------ an irrevocable commitment for an Owner's Policy of Title Insurance (the "Title Commitment") and Purchaser has heretofore ordered a non-imputation endorsement UCC search (including liens, judgments, franchise taxes, etc.) (the "UCC Search") covering the Park, Seller and its general and limited partners and will obtain an update at Closing. At the Closing, Seller shall furnish to the Title PolicyPurchaser, which endorsement is at Purchaser’s Seller's sole cost and expense andexpense, without limiting except as provided in Section 4.01 with respect to payment of the foregoingcost of the "survey deletion", any affidavits reasonably required an Owner's Policy of Title Insurance (the "Owner's Policy") issued by the Title Company on the standard form in use in the State of Texas (with the amount of the Insurance, and all reinsurance in such amounts and from such title insurance underwriters as are reasonably acceptable to omit the Purchaser), insuring good and indefeasible fee simple title to the Realty in FTI, subject only to (i) the previously agreed to exceptions shown on Schedule 5.01 attached hereto, (ii) any exception Purchaser Exceptions, (iii) the standard printed exceptions included in the then current Title Policy form promulgated by the Texas State Board of Insurance (with the "survey exception" and such other exceptions as may reasonably be omitted, deleted therefrom or provide affirmative insurance for any mechanics’ liens modified therein at no cost to Seller) (collectively the "Permitted Exceptions"), (iv) the Special Warranty Deed from Seller to FTI dated prior to Closing (the "Special Warranty Deed"), (v) the Deed of Trust and other documents recorded in connection with the JMB Construction Contract transfer of the Park to FTI. Such Owner's Policy shall include such additional endorsements and affirmative insurance as Purchaser may request, provided however, that 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 must be willing to provide such endorsements and affirmative insurance either at no cost to Seller or at a cost to be paid by Purchaser; however, the Retained Interest in connection with the issuance provision of the such additional endorsements and affirmative insurance shall not be a condition to Closing. Additionally at Closing, Title Company shall simultaneously issue a Mortgagee's Policy of Title Insurance at Seller's sole cost and the endorsements theretoexpense.

Title Report. (a) Purchaser acknowledges receipt from the Title Company Unless otherwise provided herein, this transaction is subject to Purchaser’s review and approval of a current preliminary title report and the recorded covenants, conditions and restrictions (“the report and CC&Rs) showing the condition of title to the Property. Upon execution of this agreement by Seller and Purchaser, Seller will, at Seller’s sole expense, promptly order the report and CC&Rs from an Oregon title insurance report for the Property (the “Title Report”), together with copies company and furnish them to Purchaser. Upon receipt of the title exceptions listed thereon. All report and CC&Rs, Purchaser shall have five (i5) exceptions business days within which to title set forth notify Seller, in writing of any matters disclosed in the Title Report and/or report and CC&Rs which is/are unacceptable to Purchaser. Purchaser’s failure to timely object, in writing, to any matters revealed disclosed in the report and CC&Rs shall constitute acceptance of the report and CC&Rs. Provided, however, Purchaser’s failure to timely object shall not relieve Seller of the duty to convey marketable title. If, within five (5) business days following receipt of the objections, if any, Seller fails or elects not to remove or correct the matters identified by the Existing SurveyPurchaser, (ii) matters which are the obligations of Schwab under the Schwab Leaseor does not give written assurances reasonably satisfactory to Purchaser that they will be removed or corrected, (iii) documents all xxxxxxx money, if any, shall be promptly refunded to Purchaser and agreements contemplated by this Agreement to transaction shall be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA terminated and the Updated Deed Notice, and (iv) title exceptions caused or created (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any agreement rescinded at the election of the Permitted Exceptions constitute Title Defects (as hereinafter defined). (b) All taxes, water rates or charges, sewer rents Purchaser and special assessments, plus interest upon written notice to Seller. This contingency is solely for Purchaser’s benefit and penalties thereon, which on may be waived by the Closing Date are due and payable and/or are liens against the Real Property and which the Property Owner is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerin writing. At closing, Seller shall not be required furnish to discharge or satisfy the same Purchaser an owner’s standard form policy of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing (with authority to pay title insurance insuring marketable title in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 price, free and clear of all objections and all other title exceptions agreed 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 removed as part of this transaction. The Purchaser has the Personal Property hereunderright, and if the Title Company either omits Purchaser so elects, to cause the lien or security interest title policy to be issued as an exception from extended coverage policy, provided the Title Policy or insures against collection thereof from Purchaser pays the additional premiums and all of survey costs associated with that coverage. If the Real Property and improvements erected thereonPurchaser elects extended coverage, 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 it shall 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 theretoexpense.

Title Report. (ai) Purchaser acknowledges receipt from Owner has caused to be delivered to Acquirer a CLTA Preliminary Title Report covering the Title Company of Real Property and the Improvements, which states that it is subject to any matter that would be disclosed by a current title insurance report for the Property survey (the “"Preliminary Title Report”"), issued by Chicago Title Insurance Company ("Title Company"), together with copies of the all documents evidencing matters of record shown as exceptions to title exceptions listed thereon. If Acquirer shall desire an updated ALTA Survey of the Real Property and Improvements ("Survey"), Acquirer shall cause the same to be so made at Acquirer's sole cost and expense before the Approval Date (and upon receipt shall deliver a copy of the Survey to Owner). Acquirer shall have the right to object to any exceptions contained in the Preliminary Title Report or the Survey by giving notice to Owner before the Approval Date. Notwithstanding any of the foregoing, Owner shall at Closing (but shall not be obligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Acquirer gives written notice that it disapproves any such additional exceptions to title matters, stating the exceptions so disapproved, before the Approval Date, Acquirer shall be deemed to have approved said exceptions. Acquirer's approval of the Preliminary Title Report shall be without prejudice to Acquirer's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Acquirer's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Acquirer shall have obtained the updated Survey before the Approval Date. If for any reason, on or before the Closing Date Owner does not cause such exceptions to title or survey matters which Acquirer timely disapproves (to the extent Acquirer is permitted hereunder to so disapprove) to be removed at no cost or expense to Acquirer (Owner having the right but not the obligation to do so), the obligation of Apollo and Wilstein to transfer (and Forest City to enter into the TIC Agreement) and Acquirer to acquire the Property as herein provided shall terminate (and Owner and Acquirer shall have no further obligations in connection herewith). Acquirer shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Owner. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the updated Survey obtained by Acquirer which are not timely objected to by Acquirer shall be permitted exceptions to title and shall additionally include (i) exceptions any title or survey matters objected to title set forth by Acquirer, which objections are subsequently waived in the Title Report and/or matters revealed writing by the Existing SurveyAcquirer, and (ii) any title or survey matters objected to by Acquirer in accordance with the terms and provisions of this Agreement, which objections are the obligations of Schwab under the Schwab Leasecured to Acquirer's satisfaction, (iii) documents real estate taxes and agreements contemplated by this Agreement to be recorded against the Real Property on or prior to the Closing Date, including, without limitation, the CREA, the CRA assessments not yet due and the Updated Deed Notice, payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title exceptions caused or created insurance (whether directly or indirectly) by Purchaser or any Licensee Parties will be referred to herein as “Permitted Exceptions. In no event shall any of the Permitted Exceptions constitute Title Defects (as hereinafter definedwith extended coverage). (bii) All taxes, water rates If at the date of Closing there are any liens or charges, sewer rents and special assessments, plus interest and penalties thereon, which on the Closing Date are due and payable and/or are liens against the Real Property and which the Property encumbrances that Owner is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxesdis charge, water rates and sewer rents herein contained) and without the need for Purchaser to raise as a Title Defect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing (with authority to pay in the event of enforcement of such lien), and the Title Company either omits the lien as an exception from the Title Policy or insures against collection thereof from or out of the Real Property and/or the Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. Seller shall have no obligation to remove any lien affecting the Real Property which is the obligation of Schwab to remove pursuant to the provisions of the Schwab Lease. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller, the Property Owner or any former owner of the Property, that Escrow Agent may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property and/or Improvements from the lien thereof (with authority to pay in the event of enforcement of such lien). If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller or the Property Owner, Seller will deliver (or cause the Property Owner to deliver) to the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller or the Property Owner, as the case may be, and such search results shall not be deemed Title Defects. (e) Notwithstanding anything to the contrary contained herein, except for Permitted Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be deleted as an exception to title: (x) any standard exceptions (to the extent that the Title Company is willing to delete the same based solely upon receipt of the Survey and a customary affidavit from Seller or the Property Owner); (y) any of the following exceptions and encumbrances to the title to the Property as may be disclosed by the Title Report, all of which shall be referred to herein as “Monetary Objections: (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 use any portion of the Property net proceeds of the Escrow to satisfy the same (and excluding any such instrument placed upon if 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 same are not bonded-over or otherwise satisfied by the payment title endorsement), provided Owner shall simultaneously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encumbrances of a specificrecord, 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 together 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 cost of the Title Policy and the endorsements theretorecording or filing said instruments or appropriate pay off letters or instructions.