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<; CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used In this policy mean: (a) "insured" the Insured named In Schedule A and, subject to any rights or defenses the Company would have had against the named Insured, those who succeed to the Interest of the named Insured by operation of law as distinguished from purchase including, but not limited to, heirs, dlstributees, devisees, survivors, personal representatives, next of kin, or corporate, partnership or fidUCiary successors, and specifically, without limitation, the follOWing (i) the successors In interest to a corporation resulting from merger or consolidation or the distribution of the assets of the corporation upon partial or complete liqUidation; (II) the partnership successors In Interest to a general or limited partnership which dissolves but does not terminate; (iil) the successors In interest to a general or limited partnership resulting from the distribution of the assets of the general or limited partnership upon partial or complete liqUidation; (Iv) the successors in interest to a JOint venture resulting from the distribution of the assets of the 10lnt venture upon partial or complete liqUidation; (v) the successor or substitute trustee(s) of a trustee named In a written trust Instru ment; or (vi) the successors in Interest to a trustee or trust resulting from the distribution of all or part of the assets of the trust to the benefiCiaries thereof. (b) "insured claimant'" an insured claiming loss or damage (c) "knowledge" or "known" actual knowledge, not constructive knowledge or notice that may be imputed to an insured by reason of the public records as defined in this policy or any other records which Impart constructive notice of matters affecting the land. (d) "land" the land described or referred to In Schedule A, and Improvements affixed thereto that by law constitute real property The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land IS insured by thiS policy. (e) "mortgage'" mortgage, deed of trusl trust deed, or other security instrument (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 Section 1 (a)(iv) of the Exclusions From Coverage, "public records" also shall include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "access"; legal right of access to the land and not the phYSical conditio~ of access. The coverage provided as to access does not assure the adequacy of access for the use intended. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the Insured retains an estate or interest in the land, or holds an indebtedness 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 covenants of warranty made by the insured in any transfer or conveyance of the estate or interest 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 Indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, or (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest that is adverse to the title to the estate or interest, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. When, after the date of the policy, the insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in title to the estate or interest in the land insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect is valid and not barred by law or statute. The Company shall notify the insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the insured's claim or charge under the policy If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection With which this policy was issued, the Company shall specifically advise the insured of the reasons for ItS determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the title to the estate as insured; (ii) indemnify the insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the insured claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the property or, if a mortgagee policy, the amount of the loan; (iv) indemnify' another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbra'nce, adverse claim or defect; (v) secure a release or other document discharging the lien, encum- brance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 1 j 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, 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 adverse to the title or interest as Insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter Insured against by this policy. The Company 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 and shall not be liable for and will not pay the fees of any other counsel. The Company 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 polley. (b) The Company shall have the right, 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 to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appro- priate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this poliCy If the Company shall exercise its rights under this paragraph, it shall do so diligently (c) Whenever the Company shall have brought an action or interposed a defense as reqUired or permitted by the prOVisions of this polley, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse Judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or prOVide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permitthe Company to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, 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 the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prQsecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices reqUired under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furni~hed to the Company within 91 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, 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. If the Company is prejudiced by the failure of the insured claimant to provide the reqUired proof of loss or damage, the Company'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 proof of loss or damage. In addition, the insured claimant may reasonably be reqUired to submit to examination under oath by any authorized representative of the Company and shall produce for examination, Inspection and copying, at such reasonable times and places as may be designated by any authOrized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Polley, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, In writing, for any authOrized representative of the Company to examine, Inspect and copy all records, books, ledgers, checks, correspondence and memoranda In the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to thiS Section shall not be disclosed to others unless, in the reasonable ludgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary Information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under thiS policy, the Company shall have the follOWing additional options (a) To Payor Tender Payment of the Amount of Insurance. To payor tender payment of the amount of Insurance under thiS polley, together with any costs, attorneys' fees and expenses incurred by the Insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of thiS option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation.