93-32 AUTHORIZING PURCHASE OF REAL PROPERTY - DECATUR MEMORIAL FOUNDATION

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.• � , , COyDITIONS AND STIPULATIONS ,, , 1. DEFINITION OF TERMS (c)Whenever the Company shall have brought an action or interposed a , The fo�lowing terms when used in this policy mean: defense as required or permitted by the provisions of this policy,the Company (a)"insured":the insured named in Schedule A,and,subject to any rights may pursue any litigation to final determination by a court of competent juris- or defenses the Company would have had against the named insured,those diction and expressly reserves the right,in its sole discretion,to appeal from who succeed to the interest of the named insured by operation of law as any adverse judgment or order. distinguished from purchase including,but not limited to,heirs,distributees, (d)In all cases where this policy permits or requires the Company to prose- devisees, survivors, personal representatives, next of kin, or corporate or cute or provide for the defense of any action or proceeding,the insured shall fiduciary successors. secure to the Company the right to so prosecute or provide defense in the (b)"insured claimanY':an insured claiming loss or damage. action or proceeding, and all appeals therein, and permit the Company to (c)"knowledge" or "known": actual knowledge, not constructive knowl- use, at its option, the name of the insured for this purpose. Whenever edge or notice which may be imputed to an insured by reason of the public requested by the Company,the insured,at the Company's expense,shall give records as defined in this policy or any other records which impart construc- the Company all reasonable aid (i) in any action or proceeding, securing tive notice of matters affecting the land. evidence,obtaining witnesses, prosecuting or defending the action or pro- (d)"land":the land described or referred to in Schedule A,and improve- ceeding,or effecting settlement,and(ii)in any other lawful act which in the ments affixed thereto which by law constitute real property.The term"land" opinion of the Company may be necessary or desirable to establish the title to does not include any property beyond the lines of the area described or the estate or interest as insured.If the Company is prejudiced by the failure of referred to in Schedule A,nor any right,title,interest,estate or easement in xhe insured to furnish the required cooperation,the Company's obligations to abutting streets,roads,avenues,aileys,lanes,ways or watervvays,but noth- the insured under the policy shall terminate,including any liability or obliga- ing herein shall modify or limit the extent to which a right of access to and from tion to defend,prosecute,or continue any litigation,with regard to the matter the land is insured by this policy. or matters requiring such cooperation. (e)"mortgage": mortgage, deed of trust, trust deed, or other security 5. PROOF OF LOSS OR DAMAGE instrument. In addition to and after the notices required under Section 3 of these Condi- (�"public records": records established under state statutes at Date of tions and Stipulations have been provided the Company, a proof of loss or Policy for the purpose of imparting constructive notice of matters relating to damage signed and sworn to by the insured claimant shall be furnished to the real property to purchasers for value and without knowledge.With respect to Company within 90 days after the insured claimant shall ascertain the facts Section 1(a)(iv)ot the Exclusions From Coverage,"public records"shall also giving rise to the loss or damage.The proof of loss or damage shall describe include environmental protection liens filed in the records of the clerk of the the defect in, or lien or encumbrance on the title, or other matter insured United States district court for the district in which the land is located. against by this policy which constitutes the basis of loss or damage and shall (g)"unmarketability of the title": an alleged or apparent matter affecting state,to the extent possible,the basis of calculating the amount of the loss or the title to the land, not excluded or excepted from coverage,which would damage.If the Company is prejudiced by the failure of the insured claimant to entitle a purchaser of the estate or interest described in Schedule A to be provide the required proof of loss or damage,the Company's obligations to released from the obligation to purchase by virtue of a contractual condition the insured under the policy shall terminate,including any liability or obliga- requiring the delivery of marketable title. tion to defend,prosecute,or continue any litigation,with regard to the matter or matters requiring such proof of loss or damage. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE In addition,the insured claimant may reasonably be required to submit to The coverage of this policy shall continue in force as of Date of Policy in examination under oath by any authorized representative of the Company favor of an insured only so long as the insured retains an estate or interest in and shall produce for examination,inspection and copying,at such reason- the land,or holds an indebtedness secured by a purchase money mortgage able times and places as may be designated by any authorized representative given by a purchaser from the insured,or only so long as the insured shall of the Company, all records, books, ledgers,checks, correspondence and have liability by reason of covenants of warranty made by the insured in any memoranda, whether bearing a date before or after Date of Policy, which transfer or conveyance of the estate or interest.This policy shall not continue reasonably pertain to the loss or damage.Further,if requested by any autho- in force in favor of any purchaser from the insured of either(i)an estate or rized representative of the Company, the insured claimant shall grant its interest in the land, or(ii)an indebtedness secured by a purchase money permission,in writing,for any authorized representative of the Company to mortgage given to the insured. examine, inspect and copy all records, books, ledgers,checks, correspon- 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT dence and memoranda in the custody or control of a third party,which reason- ably pertain to the loss or damage.All information designated as confidential The insured shall notify the Company promptly in writing(i)in case of any by the insured claimant provided to the Company pursuant to this Section litigation as set forth in Section 4(a)below,(ii)in case knowledge shall come to shall not be disclosed to others unless, in the reasonable judgment of the an insured hereunder of any claim of title or interest which is adverse to the Company, it is necessary in the administration af the claim. Failure of the title to the estate or interest,as insured,and which might cause loss or dam- insured claimant to submit for examination under oath,produce other reason- age for which the Company may be liable by virtue of this policy,or(iii)if title to ably requested information or grant permission to secure reasonably neces- the estate or interest,as insured,is rejected as unmarketable.If prompt notice sary information from third parties as required in this paragraph shall termi- shall not be given to the Company,then as to the insured all liability of the nate any liability of the Company under this policy as to that claim. Company shall terminate with regard to the matter or matters forwhich prompt notice is required;provided,however,that failure to notity the Company shall 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION in no case prejudice the rights of any insured under this policy unless the OF LIABILITY Company shall be prejudiced by the failure and then only to the extent of the In case of a claim under this policy,the Company shall have the following prejudice. additional options: 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED �a)To Pay or Tender Payment of the Amount of Insurance. CLAIMANT TO COOPERATE To pay or tender payment of the amount of insurance under this policy (a)Upon written request by the insured and subject to the options con- together with any costs,attorneys'fees and expenses incurred by the insured tained in Section 6 of these Conditions and Stipulations,the Company,at its claimant,which were authorized by the Company,up to the time of payment or own cost and without unreasonable delay,shall provide for the defense of an tender of payment and which the Company is obligated to pay. insured in litigation in which any third party asserts a claim adverse to the title Upon the exercise by the Company of this option,all liability and obligations or interest as insured,but only as to those stated causes of action alleging a to the insured underthis policy,otherthan to make the payment required,shall defect,lien orencumbrance or other matter insured against by this policy.The terminate, including any liability or obligation to defend, prosecute, or con- Company shall have the right to select counsel of its choice(subject to the tinue any litigation,and the policy shall be surrendered to the Company for right of the insured to object for reasonable cause)to represent the insured as cancellation. to those stated causes of action and shall not be liable for and will not pay the (b)To Pay or Otherwise Settle Wlth Parties Other than the Insured or fees of any other counsel. The Company will not pay any fees, costs or With the Insured Claimant. expenses incurred by the insured in the defense of those causes of action (i)to pay or otherwise settle with other parties for or in the name of an which allege matters not insured against by this policy. insured claimant anyclaim insured against underthis policy,together with any (b)The Company shall have the right, at its own cost, to institute and costs,attorneys'fees and expenses incurred by the insured claimant which prosecute any action or proceeding or to do any other act which in its opinion were authorized by the Company up to the time of payment and which the may be necessary or desirable to establish the title to the estate or interest,as Company is obligated to pay;or insured,or to prevent or reduce loss or damage to the insured.The Company (ii)to pay or otherwise settle with the insured claimant the loss or damage may take any appropriate action under the terms of this policy,whether or not provided for under this policy,together with any costs, attorneys'fees and it shall be liable hereunder,and shall not thereby concede liability or waive any expenses incurred by the insured claimant which were authorized by the provision of this policy. If the Company shall exercise its rights under this Company up to the time of payment and which the Company is obligated to paragraph.it shall do so diligently. pay.