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Order No. 00185550-994-LT2-1 T W
<br />Information or grant permission to secure reasonably necessary
<br />Information from third parties as required in the aboye paragraph, unless
<br />prohibited by law or governmental regulation, shall terminate any liability
<br />of the Company under this Guarantee to the Assured for that claim.
<br />6. Options to Pay or Otherwise Settle Claims: Termination of
<br />Liability.
<br />In case of a claim under this Guarantee, the Company shall have the
<br />following additional options:
<br />(a) To pay or tender payment of the Amount of Liability together
<br />with any costs, attorneys' fees, and expenses incurred by the Assured
<br />that were authorized by the Company up to the time of payment or tender
<br />of payment and that the Company is obligated to pay.
<br />(b) To pay or otherwise settle with the Assured any claim assured
<br />against under this Guarantee. In addition, the Company will pay any
<br />costs, attorneys' fees, and expenses incurred by the Assured that were
<br />authorized by the Company up to the time of payment or tender of
<br />payment and that that the Company is obligated to pay; or
<br />(c) To pay or otherwise settle with other parties for the loss or
<br />damage provided for under this Guarantee, together with any costs,
<br />attorneys' fees, and expenses Incurred by the Assured that were
<br />authorized by the Company up to the time of payment and that the
<br />Company is obligated to pay.
<br />Upon the exercise by the Company of either of the options provided
<br />for In 6 (a), (b) or (c) of this paragraph the Company's obligations to the
<br />Assured under this Guarantee for the claimed loss or damage, other than
<br />the payments required to be made, shall terminate, including any duty to
<br />continue any and all litigation initiated by the Company pursuant to
<br />Paragraph 4.
<br />7. Limitation of Liability.
<br />(a) This Guarantee Is a contract of Indemnity against actual
<br />monetary loss or damage sustained or incurred by the Assured claimant
<br />who has suffered loss or damage by reason of reliance upon the
<br />assurances set forth in Schedule A and only to the extent herein
<br />described, and subject to the Exclusions From Coverage of this
<br />Guarantee.
<br />(b) If the Company, or the Assured under the direction of the
<br />Company at the Company's expense, removes the alleged defect, lien or,
<br />encumbrance or cures any other matter assured against by this
<br />Guarantee in a reasonably diligent manner by any method, including
<br />litigation and the completion of any appeals therefrom, It shall have fully
<br />performed its obligations with respect to that matter and shall not be liable
<br />for any loss or damage caused thereby.
<br />(c) In the event of any litigation by the Company or with the
<br />Company's consent, the Company shall have no liability for loss or
<br />damage until there has been a final determination by a court of competent
<br />jurisdiction, and disposition of all appeals therefrom.
<br />(d) The Company shall not be liable for loss or damage to the
<br />Assured for liability voluntarily assumed by the Assured in settling any
<br />claim or suit without the prior written consent of the Company.
<br />8. Reduction of Liability or Termination of Liability.
<br />All payments under this Guarantee, except payments made for
<br />costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce
<br />the Amount of Liability under this Guarantee pro tanto.
<br />9. Payment of Loss.
<br />(a) No payment shall be made without producing this Guarantee for
<br />endorsement of the payment unless the Guarantee has been lost or
<br />destroyed, in which case proof of loss or destruction shall be furnished to
<br />the satisfaction of the Company.
<br />(b) When liability and the extent of loss or damage has been
<br />definitely fixed in accordance with these Conditions, the loss or damage
<br />shall be payable within thirty (30) days thereafter.
<br />10. Subrogation Upon Payment or Settlement.
<br />Whenever the Company shall have settled and paid a claim under
<br />this Guarantee, all right of subrogation shall vest in the Company
<br />unaffected by any act of the Assured.
<br />The Company shall be subrogated to and be entitled to all rights and
<br />remedies which the Assured would have had against any person or
<br />Guarantee No. CA-FBSC-IMP-72G28-1-22-00185550
<br />property in respect to the claim had this Guarantee not been Issued. If
<br />requested by the Company, the Assured shall transfer to the Company all
<br />rights and remedies against any person or property necessary in order to
<br />perfect this right of subrogation. The Assured shall permit the Company to
<br />sue, compromise or settle In the name of the Assured and to use the
<br />name of the Assured In any transaction or litigation Involving these rights
<br />or remedies.
<br />If a payment on account of a claim does not fully cover the loss of
<br />the Assured the Company shall be subrogated to all rights and remedies
<br />of the Assured after the Assured shall have recovered its principal,
<br />interest, and costs of collection.
<br />11. Arbitration.
<br />Either the Company or the Assured may demand that the claim or
<br />controversy shall be submitted to arbitration pursuant to the Title
<br />Insurance Arbitration Rules of the American Land Title Association
<br />("Rules"). Except as provided In the Rules, there shall be no joinder or
<br />consolidation with claims or controversies of other persons. Arbitrable
<br />matters may Include, but are not limited to, any controversy or claim
<br />between the Company and the Assured arising out of or relating to this
<br />Guarantee, any service of the Company in connection with its Issuance or
<br />the breach of a Guarantee provision, or to any other controversy or claim
<br />arising out of the transaction giving rise to this Guarantee. All arbitrable
<br />matters when the amount of liability is $2,000,000 or less shall be
<br />arbitrated at the option of either the Company or the Assured. All
<br />arbitrable matters when the amount of liability is in excess of $2,000,000
<br />shall he arbitrated only when agreed to by both the Company and the
<br />Assured. Arbitration pursuant to this Guarantee and under the Rules shall
<br />be binding upon the parties. Judgment upon the award rendered by the
<br />Arbitrator(s) may be entered In any court of competent jurisdiction.
<br />12. Liability Limited to This Guarantee; Guarantee Entire Contract.
<br />(a) This Guarantee together with all endorsements, If any, attached
<br />hereto by the Company is the entire Guarantee and contract between the
<br />Assured and the Company. In interpreting any provision of this
<br />Guarantee, this Guarantee shall be construed as a whole.
<br />(b) Any claim of loss or damage, whether or not based on
<br />negligence, or any action asserting such claim, shall be restricted to this
<br />Guarantee.
<br />(c) No amendment of or endorsement to this Guarantee can be
<br />made except by a writing endorsed hereon or attached hereto signed by
<br />either the President, a Vice President, the Secretary, an Assistant
<br />Secretary, or validating officer or authorized signatory of the Company.
<br />13. Severability
<br />In the event any provision of this Guarantee, in whole or in part, is
<br />held invalid or unenforceable under applicable law, the Guarantee shall
<br />be deemed not to include that provision or such part held to be invalid, but
<br />all other provisions shall remain in full force and effect.
<br />14. Choice of Law; Forum
<br />(a) Choice of Law: The Assured acknowledges the Company has
<br />underwritten the risks covered by this Guarantee and determined the
<br />premium charged therefor in reliance upon the law affecting interests In
<br />real property and applicable to the interpretation, rights, remedies, or
<br />enforcement of Guaranties of thejurisdiction where the Land is located.
<br />Therefore, the court or an arbitrator shall apply the law of the
<br />jurisdiction where the Land Is located to determine the validity of claims
<br />that are adverse to the Assured and to interpret and enforce the terms of
<br />this Guarantee. In neither case shall the court or arbitrator apply its
<br />conflicts of law principles to determine the applicable law.
<br />(b) Choice of Forum: Any litigation or other proceeding brought by
<br />the Assured against the Company must be filed only in a state or federal
<br />court within the United States of America or its territories having
<br />appropriate jurisdiction.
<br />15. Notices, Where Sent.
<br />All notices required to be given the Company and any statement in
<br />writing required to be furnished the Company shall include the number of
<br />this Guarantee and shall be addressed to the Company at Chicago Title
<br />Insurance Company, Attn: Claims Department, P.O. Box 45023,
<br />Jacksonville, FL 32232-5023.
<br />CLTA Guarantee Exclusions and Conditions (06-05-14) Pape 3
<br />© California Land Title Association. All rights reserved.
<br />The use of this Form is restricted to CLTA subscribers In good standing as of the date of use. All other uses are prohibited. Reprinted under license or
<br />express permission from the California Land Title Association.
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