91-40 AUTHORIZING PURCHASE OF REAL PROPERTY - 1415-1425 NORTH WATER AND 1370-1428 NORTH MAIN STREETS

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have IiaDurty Dy reason ot covenan[s or warranty maae oy me ��y��114•^�r�^��^��•��•-•��---•••�-•�• rights and remedies against any person or property insured in►eny transSer or conveyance of the estate or interest. for cancellation. This po�rcy sbalt not continue in force in favor of any purchaser (b) To Pay or Otherwise Settle With Parties Other than necessary in order to perfect this right of sifrxogation:�he fr�m the insured of either(i)an estate or interest in the land,or the Insured or With the Insured Claimant insured claimant shall permit the Company to sue, com- (ii)an in,de�edness secured by a purchase money mortgage (i) to pay or otherwise settle with other parties for or promise or settle in the name of the insured claimant and to given to the insured. in the name of an insured claimant any claim insured against use the name of the insured claimant in any transaction or under this policy,together with any costs,attorneys'fees and litigation invoiving these rights or remedies. 3. NOTICEOFCLAIMTOBEGIVENB1f expenses incurred by the insured claimant which were Ifapaymentonaccountofaclaimdoesnotfullycoverthe INSURED CLAIMANT. authorized by the Company up to the time of payment and loss of the insured claimant, the Company shall be sub- which the Company is obligated to pay;or rogated to these rights and remedies in the proportion which The insured shall notify the Company promptly in writing(i) (ii) to pay or otherwise settle with the insured claim- the Company's payment bears to the whole amount of in case of any litigation as set forth in Section 4(a)below,(ii)in ant the loss or damage provided for under this policy,together the loss. case knowledge shall come to an insured hereunder of any With any costs,attorneys'fees and expenses incurred by the If loss should result from any act of the insured claimant, claim of title or interest which is adverse to the title to the �nsured claimant which were authorized by the Company up to as stated above,that act shall not void this policy,but the estate or interest,as insured,and which might cause loss or the time of payment and which the Company is obligated Company,in that event,shall be required to pay only that damage for which the Company may be liable by virtue of this to pay. part of any losses insured against by this policy which shall policy,or(iii)if title to the estate or interest,as insured,is Upon the exercise by the Company of either of the options exceed the amount,if any,lost to the Company by reason of rejectedasunmarketable.IfpromGtnoticeshallnotbegivento provided for in paragraphs(b)(i)or(ii),the Company's obli- the impairment by the insured claimant of the Company's the Company,then as to the insured ail liability of the Com- gations to the insured under this policy for the claimed loss or right of subrogation. pany shall terminate with regard to the matter or matters for n the a ments re uired to be made shall (b) The Company's Riphts Against non-insured which rom t notice is re uired; rovided, however, that damage,other tha p y q P P U P terminate,including any liability or obligation to defend,pros- Obli9ors. � failure to noti the Com an shall in na case re'udice the The Com an 's ri ht of subrogation against non- �Y p y p 1 cute or continue an liti ation. P Y 9 . . . e y g rights of any insured under this policy unless the Company insured obligors shall exist and shall include,without limita- shall be prejudiced by the failure and then only to the extent of 7, DETERMINATfON,EXTENT OF LIABILITY tion, the rights of tk�e insured to indemnities, guaranties, the prejudice. AND COINSURANCE. other policies of insurance or bonds,notwithstanding any 4. DEFENSE AND PROSECUTION OF ACTIONS; This policy is a contract of indemnity against actual terms or conditions contained in those instruments which IN RED CLAIMANT TO COOPERATE. monetary loss or damage sustained or incurred by the insured Provide for subrogation rights by reason of this policy. DUTIf OF SU claimant who has suffered loss or damage by reason of mat- �4. ARBITRATION(DOES NOT APPLY IN STATE OF KANSAS). (a) Upon written reGuest by the insured and subject to ters insured against by this policy and only to the extent herein the options contained in Section 6 of these Conditions and described. Unless prohibited by applicable law,either the Company Stipulations,the Company,at its own cost and without unrea- (a) The liability of the Company under this policy shall or the insured may demand arbitration pursuant to the Title sonable delay,shall provide for the defense of an insured in not exceed the least of: Insurance Arbitration Rules of the American Arbitration litigation in which any third party asserts a claim adverse to (i) the Amount of Insurance stated in Schedule A;or, Association. Arbitrable matters may include, but are not the title or interest as insured, but only as to those stated (ii) the difference between the value of the insured limited to,any controversy or claim between the Company ' causesofactionallegingadefect,lienorencumbranceorother estate or interest as insured and the value of the insured and the insured arising out of or relating to this policy,any matter msured agamst by this policy.The Company shall have estate or interest subject to the defect,lien or encumbrance service of the Company in connection with its issuance or the right to select counsei of its choice(subject to the right of insured against by this policy. the breach of a policy provision or other obligation. All the insured to object for reasonable cause)to represent the (b) In the event the Amount of Insurance stated in arbitrable matters when the Amount of Insurance is insured as to those stated causes of action and shall not be Schedule A at the Date of Policy is less than SO percent of the $1,000,000 or less shall be arbitrated at the option of either liable for and will not pay the fees of any other counsel.The value of the insured estate or interest or the full consideration the Company or the insured.All arbitrable matters when the Company will not pay any fees,costs or expenses incurred by paid for the land,whichever is fess,or if subsequent to the Date Amount of Insurance is in excess of$1,000,000 shall be the insured in the defense of those causes of action which of Policy an improvement is erected on the land which in- arbitrated only when agreed to by both the Company and the allege matters not insured against by this policy. creases the value of the insured estate or interest by at least insured. Arbitration pursuant to this policy and under the (b) The Company shall have the right,at its own cost,to 20 percent over the Amount of Insurance stated in Schedule A, Rules in effect on the date the demand for arbitration is made institute and prosecute any action or proceeding or to do any then this Policy is subject to the following: or,at the optian of the insured,the Rules in effect at Date of other act which in its opmion may be necessary or desirable to (i) where no subsequent improvement has been Policy shall be bindmg upon the parties.The award may estabiish the title to the estate or mterest,as insured,or to pre- made,as to any partial loss,the Company shall only pay the include attorneys'fees only if the laws of the state in which vent or reduce loss or damage to the insured.The Company loss pro rata in the proportion that the amount of insurance at the land is located permit a court to award attorneys'fees to may take any appropriate action under the terms of this policy, Date of Policy bears to the totai value of the insured estate or a prevailing party.Judgment upon the award rendered by the whether or not it shall be liable hereunder, and shall not interest at Date of Policy; or (ii) where a subsequent Arbitrator(s) may be entered in any court having juris- thereby concede liability or waive any provision of this policy. improvement has been made,as to any partial loss,the Com- diction thereof. If the Company shall exercise its rights under this paragraph, pany shall only pay the loss pro rata in the proportion that 120 The law of the situs of the land shall apply to an arbitration it shall do so diligently. percent of the Amount of Insurance stated in Schedule.A bears under the Title Insurance Arbitration Rules. (c) Whenever the Company shall have brought an to the sum of the Amount of Insurance stated in Schedu!e A and A copy of the Rules may be obtained from the Company action or interposed a defense as required or permitted by the the amount expended for the improvement. upon request. provisions of this policy,the Company may pursue any litiga- The provisions of this paragraph shall not aqply to costs, tion to final determination by a court of competent jurisdiction attorneys'fees and expenses for which the Company is liable 15. LIABILITY LIMITED TO THIS POLICY; and expressly reserves the right, in its sole discretion, to under this policy,and shall only apply to that portion of any POLICY ENTIRE�ONTRACT. appeal from any adverse judgment or order. loss which exceeds, in the aggregate, 10 percent of the (d) In all cases where this policy permits or requires the Amount of Insurance stated in Schedule A. (a) This policy together with all endorsements,if any, Company to prosecute or provide for the defense of any action c The Com an will a onl those costs,attorne s'fees attached hereto by the Company is the entire policy and con- or proceeding,the insured shall secure to the Company the � � p Y p Y y y tract between the insured and the Company.In interpreting right to so prosecute or provide defense in the action or pro- and expenses incurred in accordance with Section 4 of these any provision of this policy,this policy shall be construed as ceedmg,and all appeals therein,and permit the Company to Conditions and Stipulations. a whole. use,at its option,the name of the insured for this purpose. 8. APPORTIONMENT. (b) Any claim of loss or damage,whether or not based Whenever requested by the Company,the insured,at the Com- on negligence,and which arises out of the status of the title pany's expense,shall give fhe Company all reasonable aid(i) If the land described in Schedule(A)(C)consists of two or to the estate or interest covered hereby or by any action as- in any action or proceeding,securing evidence,obtaining wit- more parcels which are not used as a single site,and a loss is serting such claim,shall be restricted to this policy. nesses,prosecuting or defending the action or proceeding,or established affecting one or more of the parceis but not all,the (c) No amendment of or endorsement to this policy effecting settlement,and(ii)in any other lawful act which in loss shall be computed and settled on a pro rata basis as if the can be made except by a writing endorsed hereon or the opinion of the Company may be necessary or desirable to amount of insurance under this policy was diwded pro rata as attached hereto signed by either the President,a Vice Presi- establish the title to the estate or interest as insured.If the to the value on Date of Policy of each separate parcel to the dent,the Secretary,an Assistant Secretary,or validating Company is prejudiced by the failure of the insured to furnish Whole,exclusive of any improvements made subsequent to officer or authorized signatory of the Company. the required cooperation, the Company's obligations to the Date of Policy,unless a liability or value has otherwise been insured under the policy shall terminate,including any liability agreed upon as to each parcel by the Company and the insured 16. SEVERABILITY. or obligation to defend,prosecute,or continue any litigation, at the time of the issuance of this policy and shown by an ex- In the event any provision of the policy is held invalid or with regard to the matter or matters requiring such cooperation. press statement or by an endorsement attached to this policy. unenforceable under applicable law, the policy shall be 9. LIMITATION Of LIABILITY. deemed not to include that provision and all other provisions 5. PROOF OF LOSS OR DAMAGE. shall remain in full force and effect. In addition to and after the notices required urder Section 3 (a) Ii the Company estabiishes the title,or removes the of these Conditions and Stipulations have been provided the alleged defect,lien or encumbrance,or cures the lack of a right 17• NOTICES, INHERE SENT. Company,a proof of loss or damage signed and sworn to by the of access to or from the land,or cures the claim of unmarket- qil notices required to be given the Company and any insured claimant shall be furnished to the Company within 90 ability of title,all as insured,in a reasonably diligent manner by statement in writing required to be furnished the Company days after the insured claimant shall ascertain thefacts giving any method, including litigation and the completion of any shall include the number of this policy and shall be ad- rise to the loss or damage.The proof of loss or damage shall appeals therefrom,it shall have fuliy performed its obligations dressed to the Company at 1650 West Big Beaver Road, describe the defect in,or lien or encumbrance on the title,or With respect to that matter and shall not be liable for any loss p.0. Box 1289, Troy, Michigan 48099. other matter insured against by this policy which constitutes or damage caused thereby.