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HomeMy WebLinkAboutWarranty Deed V1APPROVED OLICY OF TITLE INSURANCEI DI 10 Da:e 09/07/22 elity National Title Insurance Company S CE %Uid B; R' A 2G22-0151 lity National Title = Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIDELITY NATIONAL TITLE INSURANCE COMPANY, a California corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (1) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (11) failure of any person or Entity to have authorized a transfer or conveyance; (ill) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (v1) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing Improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (Including those relating to building and zoning) restricting, regulating, prohibiting, or relating to - (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded In the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the Instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (1) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other Instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneysfees, and expenses incurred in defense of any matter insured against by thfs Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, the Company has caused this Policy to be signed with the facsimile signatures of its President and Secretary and sealed as required by its By -Laws. Fidelity National Title Insurance Company Attest: / By: ( n .f/ � eau � :' SEAL ^ Secretary '�, � President ALTA Owner's Policy (06117/06) ID-03460.214959-RAM-27306-1-15-1082712 Valid only if Schedules A and B are attached Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. E IDI� 11 APPROVED DA EI 09/07/22 J %Utj B;R' A 2G22-0151 EXCLUSIONS FROM COVERAGE rs are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or by reason of: law, ordinance, permlt, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (1) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or S. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used In this policy mean: (a) "Amount of I-nsu-rance": The amcu-nt stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 11 and 12 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (1) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, su-rv-iv-ors,personal -representatives,.or.next of,kin,; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) If the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) if the, gxante-e- Iswhalty-o.w.n.e.d. b_y 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. (III With regard to (A), (B), (0), and (D) reserving, however, all rights and defenses as to any successor that the Company 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., intere-st, 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. (1) "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 Landis located. (j) "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 in.terestin.the_Land,.or holtlsan_ob.ligation 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 (1) 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 the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (11) 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 the Company may be liable by virtue of this policy, or (III) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide ALTA Owner's Policy (06/17/06) ID-03460.214959-RAM-27306-1-15-1082712 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 321Z06S 045JZ1 RRJ002QK6 - 3 E IDI� 11 APPROVED elity National Title Insurance Company DAT 09/07/22 :I,E%UMaER:A-2022016I OWNER'S POLICY OF TITLE INSURANCE SCHEDULE A Amount of Insurance: 3250,000.00 Policy No.: Premium: $1,161.00 Date of Policy: July 24, 2015 at 1:33pm 1. Name of Insured: Atlas Towers USA Acquisition 2015, LLC, a Florida limited liability company 1082712 2. The estate or interest in the land described herein and which is covered by this policy is Leasehold and is at date of policy vested in: Atlas Towers USA Acquisition 2015, LLC, a Florida limited liability company 3. The land referred to in this policy is described in the said instrument, is situated in the County of Ada, State of Idaho, and is identified as follows: SEE ATTACHED EXHIBIT "A" Fidelity National Title Insurance Company Matt Carey, Title Officer Issued by: Fidelity National Title Company 485 E Riverside Dr, Suite 200 Eagle, ID 83616 (208) 377-3190 This policy is valid only if Schedule B is attached Owner's Policy ID-03460.214959-RAM-27306-1-15-1082712 Schedule A Page 1 of 5 APPROVED DA EI 09/07/22 �IJ'uMa_R:- EXHIBIT "A" A Land Lease for a Cell Phone Tower in and to the following described parcel as created and defined in that certain Memorandum of Lease recorded on March 18, 2013, as Instrument No. 113028687 and Corrective Memorandum of Lease recorded July 24, 2015 as Instrument No. 2015-067170, official records of Ada County, Idaho. A parcel of land being a portion of the Southwest Quarter of Section 36, Township 4 North, Range 1 West, Boise Meridian, Ada County, Idaho, more particularly described as follows: Commencing at the Southwest corner of Section 36; thence North 00 Degrees 14' 59" East 1515.57 feet along the West line of Section 36; thence South 89 Degrees 12' 46" East 672.83 feet to the Point of Beginning; thence North 00 Degrees 47' 14" East 50.00 feet; thence South 89 Degrees 12' 46" East 35.00 feet; thence South 00 Degrees 47' 14" West 50.00 feet; thence North 89 Degrees 12' 46" West 35.00 feet to the Point of Beginning. E IDI� 11 APPROVED DA EI 09/07/22 �IJ%VAa_e:- SCHEDULE B Policy No. 1082712 This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) which arise by reason of: (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) Indian treaty or aboriginal rights, including, but not limited to, easements or equitable servitudes; or, (d) water rights, claims or title to water, whether or not the matters excepted under (a), (b), (c) or (d) are shown by the public records. 2. Taxes or assessments which are not now payable or which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records; proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 3. Any service, installation, connection, maintenance or construction charges for sewer, water, electricity, or garbage collection or disposal or other utilities unless shown as an existing lien by the public records. 4. General taxes for the year 2015, which are a lien, payable on or before December 20 of said year and not delinquent until after said date. 5. Liens, levies and assessments of the CITY OF MERIDIAN. 6. Liens and assessments of the SETTLERS IRRIGATION DISTRICT, and the rights, powers and easements of said district as by law provided. 7. Rights of way for ditches, tunnels, telephone and transmission lines constructed by authority of the United States, as granted to the United States under the provisions of Section 58-604 Idaho Code 1947, 8. Right of way for Coleman Lateral, and the rights of access thereto for maintenance of said canal/ditch/lateral. 9. Right of way for Drain Ditch, and the rights of access thereto for maintenance of said canal/ditch/lateral. 10. Rights and claims in and to that portion of said premises lying within the Linder Road right of way. 11. Matters as disclosed by Record of Survey No. 5311 Recorded: March 2, 2001 Instrument No: 101019644, of Official Records. 12. A sanitary sewer easement in favor of City of Meridian Recorded: December 21, 2001 Instrument No: 101135896, of Official Records. Owner's Policy ID-03460.214959-RAM-27306-1-15-1082712 Schedule B Page 3 of 5 E IDI� 11 APPROVED DA EI 09/07/22 S CE %Utj B; R' A 2G22-0151 s, conditions, provisions and obligations set forth in that certain City of Meridian Ordinance 2-977 ,ded: October 16, 2002 Instrument No: 102119239, of Official Records. 14. A public right-of-way (sidewalk) Easement in favor of Ada County Highway District Recorded: December 12, 2002 Instrument No: 102149181, of Official Records. 15. A water main easement in favor of City of Meridian Recorded: February 21, 2003 Instrument No: 103029051, of Official Records, 16. A sanitary sewer easement in favor of City of Meridian Recorded: February 21, 2003 Instrument No: 103029052, of Official Records. 17. A City of Meridian easement in favor of City of Meridian Recorded: February 21, 2003 Instrument No: 103029053, of Official Records. 18. A storm pond easement in favor of Ada County Highway District Recorded: March 6, 2003 Instrument No: 103036375, of Official Records, 19. Terms, conditions, provisions, easements and obligations set forth in that certain License Agreement Between: Settlers Irrigation District and Joint School District No. 2 Recorded: May 12, 2003 Instrument No: 103078131, of Official Records, 20. An Easement for public utilities and incidental purposes in favor of Idaho Power Company, a corporation Recorded: September 2, 2003 Instrument No: 103148782, of Official Records. 21. An Easement for public utilities and incidental purposes in favor of Idaho Power Company, a corporation Recorded: May 21, 2004 Instrument No: 104063200, of Official Records. 22. Annexation of lands in to Settlers Irrigation District, recorded April 12, 2005 as Instrument No. 105043774, official records. 23. A public utilities easement in favor of Qwest Corporation Recorded: December 19, 2005 Instrument No: 105193058, of Official Records. Owner's Policy ID-03460.214959-RAM-27306-1-15-1082712 Schedule B Page 4 of 5 321ZO65 045JZ1 RRJ002QK6 - 7 LNE IDI� 11 APPROVED DAT 09/07/22 S CE %Utj B; R' A 2G22-0151 ate( se, and terms and provisions thereof, and all rights thereunder of, and all acts done or ed thereunder, by said lessee or by any party claiming by, through, or under said lessee February 28, 2013 Lessor/Landlord: Joint School Distric No. 2 Lessee/Tenant: New Cingular Wireless PCS, LLC Term: 5 years Disclosed by: Memorandum of Lease Recorded: March 18, 2013 Instrument No: 113028687, of Official Records. Assignment and Assumption Agreement Executed by: New Cingular Wireless PCS, LLC To: Atlas Tower USA, LLC Recorded: April 7, 2015 Instrument No: 2015-028204, of Official Records. Corrective Memorandum of Lease recorded July 24, 2015 as Instrument No. 2015-067170, of Official Records. 25. An Easement for public utilities and incidental purposes in favor of Idaho Power Company, a corporation Recorded: July 9, 2013 Instrument No: 113075995, of Official Records. END OF EXCEPTIONS Owner's Policy ID-03460.214959-RAM-27306-1-15-1082712 Schedule B Page 5 of 5 E IDI� 11 APPROVED DA EI 09/07/22 Fidelity National Title Insurance Company Fee: $ 0.00 S CE %UtJ B; R' A 2G22-0151 ALTA ENDORSEMENT FORM 13-06 LEASEHOLD OWNERS ATTACHED TO POLICY NO. 1082712 ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY 1. As used in this endorsement, the following terms shall mean: a. "Evicted" or "Eviction": (a) the lawful deprivation, in whole or in part, of the right of possession insured by this policy, contrary to the terms of the Lease or (b) the lawful prevention of the use of the Land or the Tenant Leasehold Improvements for the purposes permitted by the Lease, in either case as a result of a matter covered by this policy. b. "Lease": the lease agreement described in Schedule A. c. "Leasehold Estate": the right of possession granted in the Lease for the Lease Term.. d. "Lease Term": the duration of the Leasehold Estate, as set forth in the Lease, including any renewal or extended term if a valid option to renew or extend is contained in the Lease.. e. "Personal Property": property located on the Land on or after Date of Policy that, because of its character and manner of attachment to the Land, can be severed from the Land without causing material damage to it or to the Land.. f. "Remaining Lease Term": the portion of the Lease Term remaining after the Insured has been Evicted as a result of a matter covered by this policy. g. "Tenant Leasehold Improvements": Those improvements, including landscaping, required or permitted to be built on the Land by the Lease that have been built at the Insured's expense or in which the Insured has an interest greater than the right to possession during the Lease Term. 2. Valuation of Estate or Interest Insured: If in computing loss or damage it becomes necessary to value the Title as the result of a covered matter that results in an Eviction of the Insured, then that value shall consist of the value for the Remaining Lease Term of the Leasehold Estate and any Tenant Leasehold Improvements existing on the date of the Eviction. The Insured Claimant shall have the right to have the Leasehold Estate and the Tenant Leasehold Improvements valued either as a whole or separately. In either event, this determination of value shall take into account rent no longer required to be paid for the Remaining Lease Term. 3. Additional items of loss covered by this endorsement: If the Insured is Evicted, the following items of loss, if applicable, shall be included in computing loss or damage incurred by the Insured, but not to the extent that the same are included in the valuation of the Title: a. The reasonable cost of removing and relocating any Personal Property that the Insured has the right to remove and relocate, situated on the Land at the time of Eviction, the cost of transportation of that Personal Property for the initial one hundred miles incurred in connection with the relocation, and the reasonable cost of repairing the Personal Property damaged by reason of the removal and relocation. ALTA ENDORSEMENT 13-06 (Leasehold -Owner) (Revised 2-3-11) ID-03460.214959-RAM-27999-1-15-1082712 Page 1 of 2 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date N1 of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. APPROVED DA r: 09/07/22 J %UId B;R' A 2G22-0151 I Policy No. 1082712 Rent or damages for use and occupancy of the Land prior to the Eviction that the Insured as owner of the Leasehold Estate may be obligated to pay to any person having paramount title to that of the lessor in the Lease. c. The amount of rent that, by the terms of the Lease, the Insured must continue to pay to the lessor after Eviction with respect to the portion of the Leasehold Estate and Tenant Leasehold Improvements from which the Ensured has been Evicted. d. The fair market value, at the time of the Eviction, of the estate or interest of the Insured in any lease or sublease made by Insured as lessor of all or part of the Leasehold Estate or the Tenant Leasehold Improvements. e. Damages that the Insured is obligated to pay to lessees or sublessees on account of the breach of any lease or sublease made by the Insured as lessor of all or part of the Leasehold Estate or the Tenant Leasehold Improvements caused by the Eviction. f. The reasonable cast to obtain land use, zoning, building and occupancy .permits, architectural and engineering services and environmental testing and reviews for a leasehold reasonably equivalent to the Leasehold Estate. g. If Tenant Leasehold Improvements are not substantially completed at the time of Eviction, the actual cost incurred by the Insured, less the salvage value, for the Tenant Leasehold Improvements up to the time of Eviction. Those costs include costs incurred to obtain land use, zoning, building and occupancy permits, architectural and engineering fees, construction management fees, costs of environmental testing and reviews, and landscaping costs. This endorsement is issued as part of the policy. Except as it expressly states, it does not (1) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (Ili) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls, Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: July 24, 2015 FIDELITY NATIONAL TITLE INSURANCE COMPANY Matt Carey, Title Officer ALTA ENDORSEMENT 13-06 (Leasehold -Owner) Page 2of2 (Revised 2-3-11) ID-03460.214959-RAM-27999-1-15-1082712 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 0 E IDI� 11 APPROVED DA E: 09/07/22 :CE%UMBER' A 2G22 D167 OSI om dam ace. the Comean CONDITIONS - CONTINUED mpany's liability to the Insured Claimant under the to the extent of the prejudice. pany is unable to determine the amount of loss or y 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, 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 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. 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. It 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 policy. (b) The Company 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. The Company 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 the Company exercises its rights under this subsection, it must do so diligently. Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of 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 the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company 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 the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (11) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. lithe 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, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a data before or after Date of Policy, that reasonably pertain to the lass 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 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 the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, 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 the Company 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, the Company 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 the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company 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. (1) 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, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company 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 the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(1) or (11), the Company'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. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (1) the Amount of Insurance; or (11) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (1) the Amount of Insurance shall be increased by 10%, and (11) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, It shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys'fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and E IDI� 11 APPROVED DA r: 09/07/22 SCE %UIdB;R'A 2G22-0151 CONDITIONS - CONTINUED lien on the Title, and the amount so paid shall be the Insured under this policy. .OSS e extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13, RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered Its loss. (b) The Company's right of subrogatlon includes the rights of the Insured to indemnities, guaranties, other policies of Insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is S2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of S 2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15, LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (1) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (III) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whale or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title Insurance of the jurisdiction where the Land Is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land Is located to determine the validity of claims against the Title that are adverse to the Insured and to Interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be give to the Company at Consumer Affairs Department, P.O. Box 45023, Jacksonville, Florida 32232-5023. THANK YOU. Title insurance provides for the protection of your real estate investment. We suggest you keep this policy in a safe place where it can be readily available for future reference. If you have questions about title insurance or the coverage provided by this policy, contact the office that issued this policy, or you may call or write: Fidelity National Title Insurance Company Consumer Affairs P.O. Box 45023 Jacksonville, Florida 32232-5023 We thank you for choosing to do business with Fidelity National Title Insurance Company, and look forward to meeting your future title insurance needs.