R2014-105 REAL ESTATE EXCHANGE FOR LAKE DECATUR DREDGING BASINS 1 THROUGH 4 AND OAKLEY SEDIMENT BASIN REHABILITATION

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(2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured,provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to(A),(B),(C),and(D)reserving,however,all rights and defenses as to any successor that ATG would have had against any predecessor Insured. (e) "Insured Claimant":An Insured claiming loss or damage. (f) "Knowledge"or"Known":Actual knowledge,not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land":The land described in Schedule A.and affixed improvements that by law constitute real property.The term"Land"does not include any property beyond the lines of the area described in Schedule A,nor any right,title,interest,estate,or easement in abutting streets,roads,avenues,alleys,lanes,ways,or waterways,but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage":Mortgage,deed of trust,trust deed,or other security instrument,including one evidenced by electronic means authorized by law. (i) "Public Records":Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge.With respect to Covered Risk 5(d),'Public Records"shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. Q) 'Title":The estate or interest described in Schedule A. (k) "Unmarketable Title":Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease,or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured,but only so long as the Insured retains an estate or interest in the Land,or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured,or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title.This policy shall not continue in force in favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or(ii)an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify ATG promptly in writing(i)in case of any litigation as set forth in Section 5(a)of these Conditions,(ii)in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title,as insured,and that might cause loss or damage for which ATG may be liable by virtue of this policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title.If ATG is prejudiced by the failure of the Insured Claimant to provide prompt notice,ATG's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event ATG is unable to determine the amount of loss or damage,ATG may,at its option,require as a condition of payment that the Insured Claimant furnish a signed proof of loss.The proof of loss must describe the defect,lien,encumbrance,or other matter insured against by this policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured,and subject to the options contained in Section 7 of these Conditions,ATG,at its own cost and without unreasonable delay,shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured.This obligation is limited to only those stated causes of action alleging matters insured against by this policy.ATG shall have the right to select counsel of its choice(subject to the right of the Insured to object for reasonable cause)to represent the Insured as to those stated causes of action.It shall not be liable for and will not pay the fees of any other counsel.ATG will not pay any fees,costs,or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) ATG shall have the right,in addition to the options contained in Section 7 of these Conditions,at its own cost,to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title,as insured,or to prevent or reduce loss or damage to the Insured.ATG may take any appropriate action under the terms of this policy,whether or not it shall be liable to the Insured.The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy.If ATG exercises its rights under this subsection,it must do so diligently. (c) Whenever ATG brings an action or asserts a defense as required or permitted by this policy,ATG may pursue the litigation to a final determination by a courtof competent jurisdiction,and it expressly reserves the right,in its sole discretion,to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires ATG to prosecute or provide for the defense of any action or proceeding and any appeals,the Insured shall secure to ATG the right to so prosecute or provide defense in the action or proceeding,including the right to use,at its option,the name of the Insured for this purpose.Whenever requested by ATG,the Insured,at ATG's expense,shall give ATG all reasonable aid(i)in securing evidence,obtaining witnesses,prosecuting or defending the action or proceeding,or effecting settlement,and(ii)in any other lawful act that in the opinion of ATG may be necessary or desirable to establish the Title or any other matter as insured.If ATG is prejudiced by the failure of the Insured to furnish the required cooperation,ATG's obligations to the Insured under the policy shall terminate,including any liability or obligation to defend,prosecute,or continue any litigation,with regard to the matter or matters requiring such cooperation. (b) ATG may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of ATG and to produce for examination,inspection,and copying,at such reasonable times and places as may be designated by the authorized representative of ATG, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence,reports,e-mails,disks,tapes,and videos whether bearing a date before or after Date of Policy,that reasonably pertain to the loss or damage.Further,if requested by any authorized representative of ATG,the Insured Claimant shall grant its permission,in writing,for any authorized representative of ATG to examine,inspect,and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage.All information designated as confidential by the Insured Claimant provided to ATG pursuant to this Section shall not be disclosed to others unless,in the reasonable judgment of ATG,it is necessary in the administration of the claim.Failure of the Insured Claimant to submit for examination under oath,produce any reasonably requested information,or grant permission to secure reasonably necessary information from third parties as required in this subsection,unless prohibited by law or governmental regulation,shall terminate any liability of ATG under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY In case of a claim under this policy,ATG shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by ATG up to the time of payment or tender of payment and that ATG is obligated to pay. Upon the exercise by ATG of this option,all liability and obligations of ATG to the Insured under this policy,other than to make the payment required in this subsection,shall terminate,including any liability or obligation to defend,prosecute,or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy.In addition,ATG will pay any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by ATG up to the time of payment and that ATG is obligated to pay;or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy,together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by ATG up to the time of payment and that ATG is obligated to pay. Upon the exercise by ATG of either of the options provided for in subsections(b)(i)or(ii),ATG's obligations to the Insured under this policy for the claimed loss or damage,other than the payments required to be made,shall terminate,including any liability or obligation to defend,prosecute,or continue any litigation. ATG FORM 1010-06 ©ATG(REV 1112) Page 3 of 4