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Your Ref: Chain of Title Gua-Rntee
<br /> Order No: 3037541
<br /> GUARANTEE CONDITIONS AND STIPULATIONS
<br /> (continued)
<br /> claim of title or interest which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or
<br /> damage for which the Company may be liable by virtue of this Guarantee. If prompt notice shall not be given to the Company,
<br /> -then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required;
<br /> provided, however, that failure to notify the Company shall in no case prejudice the rights of any Assured under this Guarantee
<br /> unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice.
<br /> 3. No Duty to Defend or Prosecute.
<br /> The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party,
<br /> -.notwithstanding the nature of any allegation in such action or proceeding.
<br /> 4. Company's Option to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate.
<br /> Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above:
<br /> (a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding,
<br /> -interpose a defense, as limited in (b), or to do any other act which in its opinion may be necessary or desirable to establish the
<br /> title to the estate or interest as stated herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or
<br /> damage to the Assured. The Company may take any appropriate action under the terms of this Guarantee, whether or not it
<br /> shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee. If the Company shall
<br /> -exercise its rights under this paragraph, it shall do so diligently.
<br /> (b) If the Company elects to exercise its options as stated in Paragraph 4(a) the Company shall have the right to select
<br /> _counsel of its choice (subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall
<br /> not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred
<br /> by an Assured in the defense of those causes of action which allege matters not covered by this Guarantee.
<br /> (c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this
<br /> Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly
<br /> reserves the right, in its sole discretion, to appeal from an adverse judgment or order.
<br /> (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or
<br /> proceeding, an Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or
<br /> oroceeding, and all appeals therein, and permit the Company to use, at its option, the name of such Assured for this purpose.
<br /> -nhenever requested by the Company, an Assured, at the Company's expense, shall give the Company all reasonable aid in
<br /> any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or lawful act which in
<br /> 'he opinion of the Company may be necessary or desirable to establish the title to the estate or interest as stated herein, or to
<br /> establish the lien rights of the Assured. If the Company is prejudiced by the failure of the Assured to furnish the required
<br /> {cooperation, the Company's obligations to the Assured under the Guarantee shall terminate.
<br /> 5. Proof of Loss or Damage.
<br /> In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided
<br /> to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company within
<br /> ninety (90) days after the Assured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall
<br /> describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent
<br /> possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the Assured
<br /> :o provide the required proof of loss or damage, the Company's obligation to such assured under the Guarantee shall
<br /> _erminate. In addition, the Assured may reasonably be required to submit to examination under oath by any authorized
<br /> representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and
<br /> places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks,
<br /> -orrespondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the
<br /> _oss or damage. Further, ff requested by any authorized representative of the Company, the Assured shall grant its permission,
<br /> in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks,
<br /> -orrespondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All
<br /> ,nformation designated as confidential by the Assured provided to the Company pursuant to this Section shall not be
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