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HomeMy WebLinkAboutTitle Insurance-,IIp Fidelity National Title Insurance Company Policy Number: 2739843- 3029 OWNER'S POLICY OF TITLE INSURANCE (T-1) Issued by Fidelity rational Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given 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 Ne- braska 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: I. 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: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, nota- rized 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; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to per- form 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 en- croachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible 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) 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. S. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value 2739843 Owner's Policy of Title insurance (T-1) 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 Aconstitutes 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: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or 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, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Fidelity National Title 260 Three Lincoln Center 5430 LBJ Freeway Dallas, Texas 75240 Phone (972) 770-2121 Fax (972) 770-2112 t1 Authurizee Signature -. Fidelity National Title Insurance Company ATTEST President Secretary 2739843 Owner's Policy of Title Insurance (T-1) FIDELITY NATIONAL TITLE INSURANCE COMPANY PO Box 45023 Jacksonville, FL 32232-5023 OWNER'S POLICY OF TITLE INSURANCE T-1 SCHEDULE A File Number: FTDAL34-FT0000029394 Policy Number: 2739843-3029 Address for Reference only: 410 S. Texas Ave. College Station, Texas Amount of Insurance: $ 6,454,213.49 Premium: $ 27,903.54 Date of Policy: July 7, 2011 at 02:15 PM 1. Name of Insured: Woodridge College Station I, LLC, a Delaware limited liability company 2. The estate or interest in the Land that is insured by this policy is: Fee Simple: Land Only, Excluding Improvements - Tract 1 Fee Simple - Tract 2 3. Title is insured as vested in: Woodridge College Station 1, LLC, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: Tract 1 - LAND ONLY - Excluding Improvements (Hotel Tower Property - 410 S. Texas Avenue) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF A CALLED 4.65 ACRE TRACT AS DESCRIBED BY A DEED TO CHSC LTD. RECORDED IN VOLUME 8917, PAGE 44 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232, SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8th INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF TEXAS AVENUE (100' RO.W.) MARKING THE NORTH CORNER OF SAID 4.65 ACRE TRACT AND THE EAST CORNER OF A CALLED .1.855 ACRE TRACT AS DESCRIBED BY A DEED TO EQI COLLEGE STATION PARTNERSHIP, L.P. RECORDED IN VOLUME 7619, PAGE 141 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 470 41' 22" E ALONG THE SOUTHWEST LINE OF TEXAS AVENUE FOR A DISTANCE OF 457.46 FEET TO A POINT MARKING THE NORTH CORNER OF THE REMAINDER OF A CALLED 0.172 ACRE TRACT AS DESCRIBED BY A DEED TO BCSK MANAGEMENT, INC. RECORDED IN VOLUME 7018, PAGE 196 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, FOR REFERENCE AN "X" FOUND IN CONCRETE MARKING A TRANSITION FROM THE SOUTHWEST LINE OF TEXAS AVENUE TO THE NORTHWEST LINE OF UNIVERSITY DRIVE(FM 60), BEARS: S 47° 41' 22" E FOR A DISTANCE OF 56.81 FEET; THENCE: S 410 43' 03" W ALONG THE COMMON LINE OF SAID 4.65 ACRE TRACT AND SAID REMAINDER OF 0.172 ACRE TRACT FOR A DISTANCE OF 100.00 FEET TO A POINT MARKING THE WEST CORNER OF SAID REMAINDER OF 0.172 ACRE TRACT; Owner's Policy of Title Insurance (T-1) (05/01108) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT0000029394 Policy Number: 2739843-3029 THENCE: S 470 41' 22" E CONTINUING ALONG THE COMMON LINE OF SAID 4.65 ACRE TRACT AND SAID REMAINDER OF 0.172 ACRE TRACT FOR A DISTANCE OF 75.00 FEET TO A POINTON THE NORTHWEST LINE OF UNIVERSITY DRIVE MARKING THE SOUTH CORNER OF SAID REMAINDER OF 0.172 ACRE TRACT; THENCE: S 41° 43' 03" W ALONG THE NORTHWEST LINE OF UNIVERSITY DRIVE FORA DISTANCE OF 288.78 FEET TO A 5/8th INCH IRON ROD FOUND ON THE NORTHEAST LINE OF MEADOWLAND STREET (30' R.O.W.) MARKING THE SOU1H CORNER OF SAID 4.65 ACRE TRACT, FOR REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: N 28° 19' 17" E FOR A DISTANCE OF 2.38 FEET; THENCE: S 41° 39' 11 W CONTINUING ALONG THE NORTHWEST LINE OF UNIVERSITY DRIVE FOR A DISTANCE OF 15.00 FEET TO THE SOUTH CORNER OF THE HEREIN DESCRIBED TRACT; THENCE: N 480 41' 06" W ALONG THE CENTERLINE OF MEADOWLAND STREET FOR A DISTANCE OF 224.72 FEET; THENCE: N 496 08' 30" W CONTINUING ALONG THE CENTERLINE OF MEADOWLAND STREET FOR A DISTANCE OF 306.09 FEET TO THE WEST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: N 41' 29' 06" E THROUGH MEADOWLAND STREET, AT 14.31 FEET PASS THE COMMON CORNER OF SAID 4.65 ACRE TRACT AND SAID 1.855 ACRE TRACT, CONTINUE ON ALONG THE COMMON LINE OF SAID 4.65 ACRE TRACT AND SAID 1.855 ACRE TRACT FOR A TOTAL DISTANCE OF 415.46 FEET TO THE POINT OF BEGINNING CONTAINING 4.82 ACRES OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND. Tract 2 METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING A PORTION OF LOTS 3 AND 5, MEADOWLAND ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 94, PAGE 279 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, SAID PORTION OF LOTS 3 AND 5 BEING THE SAME TRACT OF LAND AS DESCRIBED BY A DEED TO LEONARD M. ROSS REVOCABLE TRUST RECORDED IN VOLUME 7564, PAGE 208 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A'% INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE EAST CORNER OF SAID ROSS TRACT AND THE NORTH CORNER OF A CALLED TRACT OF LAND AS DESCRIBED BY A DEED TO 7-D INVESTMENTS RECORDED IN VOLUME 1601, PAGE 138 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 41" 37' 44" W THROUGH SAID LOT 3 AND ALONG THE COMMON LINE OF SAID ROSS TRACT AND SAID 7-D INVESTMENTS TRACT FOR A DISTANCE OF 50.05 FEET TO A''/2 INCH IRON ROD FOUND ON THE NORTHEAST LINE OF A CALLED TRACT OF LAND AS DESCRIBED BY A DEED TO ROSSCO HOLDINGS RECORDED IN VOLUME 6173, PAGE 128 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, SAID IRON ROD FOUND BEING ON THE COMMON LINE OF SAID LOT 3 AND LOT 2, MEADOWLAND ADDITION; THENCE: N 480 19' 24" W ALONG THE COMMON LINE OF SAID LOT 3 AND LOT 2 AND THROUGH SAID LOT 5 SAME BEING THE COMMON LINE OF SAID ROSS TRACT AND SAID ROSSCO HOLDINGS TRACT, FOR A Owner's Policy of Title Insurance (T-1) (05/01108) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT0000029394 Policy Number: 2739843-3029 DISTANCE OF 71.37 FEET TO AN "X" FOUND IN CONCRETE MARKING THE WEST CORNER OF SAID ROSS TRACT; THENCE: N 410 39' 11" E CONTINUING ALONG THE COMMON LINE OF SAID ROSS TRACT AND SAID ROSSCO HOLDINGS TRACT AND THROUGH SAID LOT 5, FOR A DISTANCE OF 50.05 FEET TO AN "X" FOUND IN CONCRETE ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE NORTH CORNER OF SAID ROSS TRACT; THENCE: THROUGH MEADOWLAND STREET FOR THE FOLLOWING CALLS: N 410 39' 11" E FOR A DISTANCE OF 13.97 FEET; S 48° 41' 06" E FOR A DISTANCE OF 71.34 FEET; S 410 37' 44" W FOR A DISTANCE OF 14.43 FEET TO THE POINT OF BEGINNING CONTAINING 0.105 OF AN ACRE OF LAND MORE OR LESS,AS SURVEYED ON THE GROUND OCTOBER, 2007. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Owners Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) SCHEDULE B File Number: FTDAL34-FT0000029394 Policy Number: 2739843-3029 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: 1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): Item No. 1, Schedule B, is hereby deleted. 2. Shortages in area. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e, to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees, taxes, and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13. Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. A deed of trust to secure an indebtedness in the amount shown below, Amount: $3,208,256.05 Dated: July 6, 2011 Trustor/Grantor: Woodridge College Station I, LLC, a Delaware limited liability company Trustee: David B. Giles Beneficiary: RPM Investments, Inc., a California corporation, as qualified intermediary for CHSC, Ltd., a Texas limited partnership Recording Date: July 7, 2011 Recording No: Document No. 2011-1095681 (Volume 10243, Page 1), Official Public Records, Brazos County, Texas (Tract One) b. Rights of tenants, as tenants only without option or right of first refusal to purchase all or any portion of the land, under unrecorded leases or rental agreements. FORM T-1: Owner's Policy of Title Insurance (Schedule B) File Number: FTDAL34-FT0000029394 C. Utility Easement: From: To: Dated: Recorded: (Tract 1) d. Easement: From: To: Dated: Recorded: (Tract 1) e. R Easement SCHEDULE B (Continued) Policy Number: 2739843-3029 Ramada Inn, Inc. City of College Station November 5, 1984 Volume 740, Page 373, Official Records, Brazos County, Texas. Lodgeco Properties, Ltd. City of College Station July 19, 1989 Volume 1130, Page 761, Official Records, Brazos County, Texas. From: Texas Student Housing Corporation To: City of College Station Dated: October 15, 1996 Recorded: Volume 2709, Page 139, Official Records, Brazos County, Texas. (Tract 1) Memorandum of Lease: Lessor: CHSC, Ltd. Lessee: Lodgeco Properties, Ltd. Dated: January 2, 2009 Recorded: Volume 8917, Page 81, Official Records, Brazos County, Texas. Subordination Dated: Decembe 2, 2010 Recorded: Volume 9947, Page 1, Official Records, Brazos County, Texas Assignment Dated: July 6, 2011 Recorded: Volume 10242, Page 261, Official Records, Brazos County, Texas (Tract 1) Estate described herein covers land only and excludes all improvements located on said property. (Tract 1) Ordinance #2010-3232 (Removing public right of way over a Portion of Meadowland Street and Reserving Access & Public Utility Rights): Dated: January 28, 2010 Recorded: Volume 9673, Page 288, Official Records, Brazos County, Texas. (Tracts 1 and 2) FORM T-1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE B (Continued) File Number: FTDAL34-FT0000029394 Mineral Deed: Policy Number: 2739843-3029 By: Joe A. Ferreri, Inc. To: Joe A. Ferrer! Dated: November 10, 1982 Recorded: Volume 546, Page 187, Deed Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 1) All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. (Tracts 1 and 2) k. 25' building line on the northeast and southeast sides; 15' building line on the southwest side; 7.5' building line on the the northwest side; as sown on survey prepared on February 9, 2011, under the supervision of Brad Kerr, RPLS No. 4502 (Tract 1) Encroachment of existing 2 story brick and wood building into the 15' building line on the southwest and the 7.5' building line on the northwest sides of the property, as shown on survey prepared on February 9, 2011, under the supervision of Brad Kerr, RPLS No. 4502. (Tract 1) IT. Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Roy E. Hobson and Wanda Kelsey Hobson Lessee: North Central Oil Corporation Dated: April 19, 1983 Recorded: Volume 85, Page 792, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 2) n. 25' building line on the northeast side; 15' building line on the southwest; 7.5' building line on the northwest and southeast sides; as shown on survey prepared on October 18, 2007, under the supervision of Brad Kerr, RPLS N. 4502. (Tract 2) o. Encroachment of existing building into the 25' building line on the northeast side, the 15' building line on the southwest side; and the 7.5' building line on the northwest and southeast sides of the property, as shown on survey prepared on February 7, 2011, under the supervision of Brad Kerr, RPLS No. 4502, (Tract 2) FORM T-1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE B (Continued) File Number: FTDAL34-FT0000029394 'Q Deed of Trust to secure a Note Policy Number: 2739843-3029 Grantor: CHSC, Ltd. Trustee: Harvey Brookstein Beneficiary: HAR-Bronson Diversified, LLC Amount: $2,500,000.00 Dated: December 2, 2010 Recorded: Volume 9947, Page 00035, Official Records, Brazos County, Texas. Modification and Extension of Note and Lien: Dated: July 6, 2011 Recorded: Volume 10243, Page 13, Official Records, Brazos County, Texas q. Section 14 of the Conditions of this policy is hereby deleted. FORM T-1: Owner's Policy of Title Insurance (Schedule B) F MAL34-1ID000029394 ' 2739943-3029 I JUIY7,2011 _.._I IENI E2.e47.30 10411 I R-11h RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT - OWNER POLICY T-19.1 Attached to and made a part of Policy No. 2739843-3029 Issued By Fidelity National Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records. b. Any instrument referred to in Schedule 8 as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land; (it) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions or restrictions. C. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land. - d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. 2. Damage to existing buildings that are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule 8, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved. 3. Damage to improvements (excluding lawns, shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 4. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or filed in the Public Records. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the terms, covenants, conditions, or limitations contained in an instrument creating a lease. As used in paragraphs 1.e. and 5, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (4) modify any prior endorsements, (III) 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. FIDELITY NATIONAL TITLE INSURANCE CO. By: .� r Auth 'zed Signature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Restrictions, Encroachments, Minerals Endorsement Texas Form T-19.1 P FTDAL34-FT0000029394 14 2739843-3029 I, My 7, 2011 I I EN $100.00 I 0411 I R-11h ACCESS ENDORSEMENT T-23 Attached to and made a part of Policy No. 2739843-3029 Issued by FIDELITY NATIONAL TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Meadowland Street and University Drive as to Tract One and Two; Texas Avenue as to Tract One (the "Street'), This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) 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. FIDELITY NATIONAL TITTLE. INSURANCE CO. By: Authorize nature 9 FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Access Endorsement Texas Fonn T-23 (Effective 4-1-04) EXCLUSIONS FROM COVERAGE The following matters ate expressly excluded from the coverage of this policy and the Company will notpay loss ordamage, cons, attorneys' fees orexpereses thatariseby reason of. 1. (a) Any law, ordinance, pernA or governmental regulation (including these relating tobtulding and zoning) restricting, regulating,prohibitingorrelating to: (i) the occupancy, use, orenjoyment of the Land; (ii) the character, dimensions orlocation of any improvement erectedon the Land; (hi) subdivisionofland;or(iv)environmentnlpmtection; or the effect of any violation ofthese laws, ordinances or governmental regulations.T is Exclusion l(a) does not modify orlimit the coverage providedunderCoveredRisk 5. (b) Any governmental pohcepower. This Exclusion l(b) does notmodify or lhnitthe coverage provided under Covered Risk 6. 2. Rig6tsofernmentdomain. This Exclusion does notmodify or limit the coverageprovidedurder Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverseclaimsorotbermatters: (a) created, suffered, assumed or agreed to by the insured Claimant; (b) not Known to the Company, notmoordedinthe Public Records atDateoff'olicy, but Known to the Insured Claimant indoor disclosed in writing to flacCouraparrylay the trained Camentprior to the date (be 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 (a) resulting in loss or damage that would not bave been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors'nights laws, that the transaction vesting the Title as shown in Schedule A, is! (a) afraudulemconveymmorfmudulentbansfer,or (b) a preferential transfer foranymasonnot stated in Covered Risk 9 ofthls policy. 5. Anylienonthe'EOeforrclestatetaxcsornssessmemsimposedbygove mtalauthodtyandcreatcdorattachingbeM=DateofPohcyandthedatcofe rdingofthedmdrrotherimtment of transfer in thePubhc Rmords thatvmtsTide m shovm in ScheduleA. 6. The refusal ofany person to purchase, lease orlendmoney on theestate or interest coveredhemby in the landdescribed in ScheduleAbecause of UnmarketableTrtle. CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in ScheduleA, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or de- creased by Sections 10 and I of these Conditions, (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": Acorporation, partnership, tnrst,limited liability company or other similar legal entity. (d) "Insured". the Insured named in Schedule A. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distin- guished from purchase, including heirs, devisees, survivors, per- sonal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, dis- tribution or reorganization; (C) successors to an Insured by its conversion to another kind of En- tity; (D) agrantee of an Insured under a deed delivered without payment of acres! 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 grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or En- tity, 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. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured, (c) "Insured Claimant": an Insured claiming loss or damage. (t) "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, interest, 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 instm oon4 including one evidenced by electronic means authorized by law. (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 Covered Risk 5(d), "Public Records" shall also include environmental pro- tection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (1) "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. 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 interest in the Land, or holds an obligation 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 (i) 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 litiga- tion as set forth in Section 5(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, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. When, alter the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from (be coverage of this policy, the Com- pany shall promptly investigate the charge to determine whether the lien, encum- brance, adverse claim or defect or other matter 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 Com- pany 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 as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, 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, mmurn- brance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, ifa loan 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, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOFOFLOSS. In the event the Company is unable to determine the amount of loss or damage, the Company 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 2739843 Owner's Policy of Title Insurance (T-I) EXCLUSIONS FROM COVERAGE The following matters am expressly excluded from the coverage of Us policy and the Company will not pay loss or damage, costs, attorneys' foes or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including these relating to building and zoning) restricting, regulating, prohibiting or relating to: () the occupancy, use, or enjoyment ofthe land; (i) the character, dimensions orlocadon ofany improvementerectedon the Land; (iii) subdivision ofland; or(iv) environmental protection; or the effect ofany violation of these laws, on inartces or governmental regulations. This Exclusion I(a) does not modify or limit the coverage provided under Covered Risk 5. (b) AnygovemmmtalpoEmpower.Tbis Exclusionl(b)dmnetmodifyorlimitthecovcmgepmwdedunduCovemdRisk6, 2. Rightsofemincntdomain, This Exclusion does not modify or limit the coverageprovidedunder Covered Risk? or 8. 3. Defects, hem, encumbrances, adverse clai n orother maftm: (a) created, suffered, assumed or agreedto by the Inured Claimant (b) notKnownto the Company,notmerdedin thePublieRecordsatDateofPollcybutKnowo to the huurcdCiaimantmdnotdisclondinwritingtotheCompmybythebmredClaimaotprior m the date the InsuandClaimant became an Insured order 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 toes or damage that would not have been sustained ifthe Insured Claimant had paid value for the Title. 4. Any claim, by reason ofthe operation offedeml bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fiaudulent conveyance or fraudulent transfer, or (b) apreferertial nareferfor any reason untainted in Covered Risk 9 ofthis policy. 5. Any hen onlheTitleforrealestatetaxesoriesessments imposedbygovemmentsl authority mdcmatedoratmchingbetw=Dateo£Policyandthedateofrecordingofthedmdorotherinshm rot of transfer in the Public Records fl atvestsTifle as shown in SchedulaA. G. The refusal ofmyperson to purchase, lease orlend money on the estate or interestcovemd hereby in the landdescnbcd in SchedocAbecause of UnmarketableTifle. CONDITIONS 1. DEFINITION OF TERMS. The following terns when used in this policy mean: (a) "Amount of Insurance": the mount stated in ScheduleA, as maybe increased or decreased by endorsement to this policy, increased by Section 8(b), or de- creased by Sections 10 and I I 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. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distin- guished from purchase, including heirs, devisees, survivors, per- sonal representatives or next of kin; (B) successors to an lnsuredby dissolution, merger, consolidation, dis- tribution or reorganization; (C) successors to an Insured by its conversion to another kind ofEn- tity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title; (1) If the stack, 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 grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or En- tity, 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. (H) With regard to (A), (B), (C) 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. O "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, interest, 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, (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 Covered Risk 5(d), "Public Records" shall also include environmental pro- tection liens filed in the records of the clerk of the United States District Court for the district when the Land is located. 0) "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 tend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OFINSURANCE. The coverage of this policy shall continue in force as of Data of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation 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 (i) an estate or interest in the Land, or (fi) an obligation secured by a purchase money Mortgage given to the Insured. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i) in case of any litiga- tion as set forth in Section 5(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, as insured, and that might cause loss or damage forwhich the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced 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 insured by this policy that is not excluded or excepted from the coverage of this policy, the Com- pany shall promptly investigate the charge to determine whether the lien, encum- brance, adverse claim or defect or other matter is valid and not bared 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 Com- pany 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 as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, 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, ene=- brance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if loan 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, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of O through (v) herein. 4. PROOFOFLOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant famish 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 2739843 Owner's Policy ofTitle Insurance IT-1) sated Claimant shall permit the Company to sue, compromise or settle in tke nameofthe 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 shalt defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, nohvithstand- ing any terms or conditions contained in those instruments that address sub- rogation 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 $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $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 theArbitrator(s) may be entered in any court ofcompeteatjurisdiclion. 15. LIABILITY LIMITED TO THIS POLICY, POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached to it by the Com- pany 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 endorse- ment expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date ofPolicy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a tern defined in Section I of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorse- ment or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipula- tions shall be deemed to refer to the Conditions of this policy. 16. SEYERABILITY. In the event any provision of this policy, in whole 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 and 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 there- fore in reliance upon the law affecting interests in real property and appli- cable 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 thejurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws 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 appropriatejurisdiction. 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at National Claims Administration, P.O. Box 45023, Jacksonville, FL 32232-5023. 2739843 Owner's Policy of Title Insurance (T-1) IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: You may call Fidelity National Title Insurance Company's toll -free telephone number for information or to make a complaint at: 1-800-252-3439 You may also write to Fidelity National Title Insurance Company at: 10100 San Pedro, Suite 630 San Antonio, TX 78216 You may contact the Texas Department of Insurance to obtain in- formation on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http.://www.tdi.state.tx,us E-mail: ConsumerProtection@tdi.state,tx.us PREMIUM OR CLAIM DISPUTES Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. Para obtener information o para someter una queja: Usted puede Tamar al numero de telefono gratis Compania de Seguros de Titulo de Chicago Title para information o para someter una queja al: 1-800-252-3439 Usted tambien puede escribir a Compania Seguros de Titulo de Chicago Title 10100 San Pedro, Suite 630 San Antonio, TX 78216 Puede comunicarse con el Departamento de Seguros de Texas para obtener information acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS Si tiene una disputa concemiente a su prima o a on reclamo, debe comunicarse con el la compania) primero. Si no se resuelve Is disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de information y no se convierte en parte o condition del documento adjunto. 0 Fi4elity National Title Insurance Company Policy Number: 2739843- 3030 OWNER'S POLICY OF TITLE INSURANCE (T-1) Issued by Fidelity National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given 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 Ne- braska 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: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, nota- rized 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; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to per- form 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 en- croachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible 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) 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 2739843 Owner's Policy of Title Insurance (T-1) 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: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or 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, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Fidelity National Title 260 Three Lincoln Center 5430 LBJ Freeway Dallas, Texas 75240 Phone (972) 770-2121 Fax (972) 770-2112 onzed Signature Fidelity National Title Insurance Company ia� �,�y By: (�7(�d�.�` I `•�j�7Arlgi A.•— (Ud 1{ �''��' President 5a �,� ATTEST o � '� � see�ctnry 2739843 1Owner's Policy of Title Insurance (T-1) FIDELITY NATIONAL TITLE INSURANCE COMPANY PO Box 45023 Jacksonville, FL 32232-5023 OWNER'S POLICY OF TITLE INSURANCE T-1 SCHEDULE A File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 Address for Reference only: Multiple Parcels College Station, Texas Amount of Insurance: $ 3,460,857.06 Premium: $ 16,122.96 Date of Policy: 1. Name of Insured: July 7, 2011 at 02:18 PM Woodridge College Station II, LLC, a Delaware limited liability company 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: Woodridge College Station II, LLC, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: TRACT ONE: (127, 125 AND 131 MEADOWLAND) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOTS 17 THROUGH 19, MEADOWLAND ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 94, PAGE 279 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHEAST LINE OF A CALLED TRACT OF LAND CURRENTLY OWNED BY THE TEXAS A&M UNIVERSITY SYSTEM MARKING THE SOUTH CORNER OF SAID LOT 17 AND THE WEST CORNER OF LOT 16, MEADOWLAND ADDITION; THENCE: N 49° 04' 04" W ALONG THE COMMON LINE OF SAID LOTS 17 THROUGH 19 AND SAID TEXAS A&M TRACT FOR A DISTANCE OF 149.46 FEET TO THE COMMON CORNER OF SAID LOT 19 AND NORTH PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 465, PGAE 37 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: N 410 27' 11" E ALONG THE COMMON LINE OF SAID LOT 19 AND NORTH PARK, AT 166.83 FEET PASS A MAG NAIL FOUND IN ASPHALT ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE NORTH CORNER OF SAID LOT 19, CONTINUE ON FOR A TOTAL DISTANCE OF 181.84 FEET TO THE ORIGINAL CENTERLINE OF MEADOWLAND STREET; THENCE: S 49' 08' 30" E THROUGH MEADOWLAND STREET FOR A DISTANCE OF 149.47 FEET TO THE EAST CORNER OF THIS HEREIN DESCRIBED TRACT; Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 THENCE: S 410 27' 11" W CONTINUING THROUGH MEADOWLAND STREET AND ALONG THE COMMON LINE OF SAID LOTS 16 AND 17, AT 180.59 FEET PASS A % INCH IRON ROD FOUND, CONTINUE ON FOR A TOTAL DISTANCE OF 182.03 FEET TO THE POINT OF BEGINNING CONTAINING 0.62 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND, TRACT TWO: (1403 UNIVERSITY) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOTS 1, 2 AND 4 AND A PORTION OF LOT 5, MEADOWLAND ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 94, PAGE 279 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, SAID BEING THE SAME TRACT OF LAND AS DESCRIBED BY A DEED TO ROSSCO HOLDINGS RECORDED IN VOLUME 6173, PAGE 128 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO, 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A'/ INCH IRON ROD FOUND ON THE NORTHWEST LINE OF UNIVERSITY DRIVE (FM 60) MARKING THE SOUTH CORNER OF SAID LOT 1 AND THE EAST CORNER OF A CALLED TRACT OF LAND CURRENTLY OWNED BY THE TEXAS A&M UNIVERSITY SYSTEM; THENCE: N 490 04' 04" W ALONG THE COMMON LINE OF SAID LOT 1 AND SAID TEXAS A&M TRACT FOR A DISTANCE OF 224.73 FEET TO THE WEST CORNER OF SAID LOT 4 AND THE SOUTH CORNER OF LOT 6, MEADOWLAND ADDITION; THENCE: N 410 39' 11" E ALONG THE COMMON LINE OF SAID LOT 4 AND 5 AND SAID LOT 6, AT 169.07 FEET PASS A 518 INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE COMMON CORNER OF SAID LOT 5 AND SAID LOT 6, CONTINUE ON THROUGH MEADOWLAND STREET FOR A TOTAL DISTANCE OF 182.74 FEET TO THE NORTH CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 48° 41' 06" E THROUGH MEADOWLAND STREET FOR A DISTANCE OF 49.72 FEET; THENCE: S 41° 39' 11" W CONTINUING THROUGH MEADOWLAND STREET, AT 13.97 FEET PASS THE COMMON CORNER OF SAID ROSSCO HOLDINGS TRACT AND A CALLED TRACT OF LAND AS DESCRIBED BY A DEED TO LEONARD M. ROSS REVOCABLE TRACT RECORDED IN VOLUME 7564, PAGE 208 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, CONTINUE ON FOR A TOTAL DISTANCE OF 64.02 FEET TO A 5/8 INCH IRON ROD FOUND MARKING THE WEST CORNER OF SAID ROSS TRACT; THENCE: S 480 20' 49" E ALONG THE COMMON LINE OF SAID ROSSCO HOLDINGS TRACT AND SAID ROSS TRACT FOR A DISTANCE OF 175.00 FEET TO A 5/8 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF UNIVERSITY DRIVE MARKING THE SOUTH CORNER OF A CALLED TRACT OF LAND AS DESCRIBED BY A DEED TO 7-D INVESTMENTS RECORDED IN VOLUME 1601, PAGE 138 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 410 39' 11" W ALONG THE NORTHWEST LINE OF UNIVERSITY DRIVE FOR A DISTANCE OF 116.19 FEET TO THE POINT OF BEGINNING CONTAINING 0.68 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND OCTOBER, 2007, TRACT THREE: (133 MEADOWLAND) Owner's Policy of Title Insurance (T-1) (05101/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOT 10, BLOCK 2, NORTH PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 465, PAGE 37 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS BEGINNING AT A'% INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE NORTH CORNER OF SAID LOT 10 AND THE EAST CORNER OF LOT 9, BLOCK 2; THENCE: N 41 ° 29' 51" E THROUGH MEADOWLAND STREET FOR A DISTANCE OF 25.19 FEET TO THE ORIGINAL CENTERLINE OF MEADOWLAND STREET; THENCE: S 490 08' 30" E CONTINUING THROUGH MEADOWLAND STREET FOR A DISTANCE OF 46.94 FEET TO THE EAST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 410 27' 11" W CONTINUING THROUGH MEADOWLAND STREET, AT 25.42 FEET PASS A 5/8 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF LOT 19, MEADOWLAND ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 94, PAGE 279 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, MARKING THE EAST CORNER OF SAID LOT 10, CONTINUE ON ALONG THE COMMON LINE OF SAID LOT 10 AND SAID LOT 19 FOR A TOTAL DISTANCE OF 181.84 FEET TO THE NORTHEAST LINE OF A CALLED TRACT OF LAND CURRENTLY OWNED BY THE TEXAS A&M UNIVERSITY SYSTEM; THENCE: N 49° 04' 04" W ALONG THE COMMON LINE OF SAID LOT 10 AND SAID TEXAS A&M TRACT FOR A DISTANCE OF 47.08 FEET TO THE COMMON CORNER OF SAID LOT 10 AND LOT 9; THENCE: N 410 29' 51" E ALONG THE COMMON LINE OF SAID LOT 10 AND LOT 9 FOR A DISTANCE OF 156.60 FEET TO THE POINT OF BEGINNING CONTAINING 0.20 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND, TRACT FOUR: (135 MEADOWLAND) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOT 9, BLOCK 2, NORTH PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 465, PAGE 37 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS BEGINNING AT A Y: INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE EAST CORNER OF SAID LOT 9 AND THE NORTH CORNER OF LOT 10, BLOCK 2; THENCE: S 410 29' 51" W ALONG THE COMMON LINE OF SAID LOT 9 AND LOT 10 FORA DISTANCE OF 156.60 FEET TO THE NORTHEAST LINE OF A CALLED TRACT OF LAND CURRENTLY OWNED BY THE TEXAS A&M UNIVERSITY SYSTEM; THENCE: N 49° 04' 04" W ALONG THE COMMON LINE OF SAID LOT 9 AND SAID TEXAS A&M TRACT FOR A DISTANCE OF 68.01 FEET TO A % INCH IRON ROD FOUND MARKING THE COMMON CORNER OF SAID LOT Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 9 AND LOT 8, BLOCK 2; THENCE: N 41 ° 25' 38" E ALONG THE COMMON LINE OF SAID LOT 9 AND LOT 8, AT 156.52 FEET PASS THE COMMON CORNER OF SAID LOT 9 AND LOT 7, BLOCK 2, CONTINUE ON THROUGH MEADOWLAND STREET FOR A TOTAL DISTANCE OF 181.69 FEET TO THE ORIGINAL CENTERLINE OF MEADOWLAND STREET; THENCE: S 490 08' 30" E THROUGH MEADOWLAND STREET FOR A DISTANCE OF 68.23 FEET TO THE EAST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 416 29' 51" W CONTINUING THROUGH MEADOWLAND STREET FOR A DISTANCE OF 25.19 FEET TO THE POINT OF BEGINNING CONTAINING 0.28 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND. TRACT FIVE: (136 MEADOWLAND) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOT 5, NORTH PARK, SECTION II, ACCORDING TO THE PLAT RECORDED IN VOLUME 494, PAGE 543 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A''/: INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF LODGECO SUBDIVISION, ACCORDING TO THE PLAT RECORDED IN VOLUME 1996. PAGE 331 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, MARKING THE EAST CORNER OF SAID LOT 5 AND THE NORTH CORNER OF LOT 4, NORTH PARK, SECTION It; THENCE: S 400 53' 51" W ALONG THE COMMON LINE OF SAID LOT 5 AND LOT 4, AT 120.09 FEET PASS A 5/8 INCH IRON ROD FOUND ON THE NORTHEAST LINE OF MEADOWLAND STREET MARKING THE SOUTH CORNER OF SAID LOT 5, CONTINUE ON FOR A TOTAL DISTANCE OF 135.21 FEET TO THE CENTERLINE OF MEADOWLAND STREET; THENCE: N 490 08' 30" W THROUGH MEADOWLAND STREET FOR A DISTANCE OF 51.50 FEET TO THE WEST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: N 400 52' 23" E CONTINUING THROUGH MEADOWLAND STREET FOR A DISTANCE OF 15.22 FEET TO A'/z INCH IRON ROD FOUND MARKING THE WEST CORNER OF SAID LOT 5 AND THE SOUTH CORNER OF TEXIAN INN ADDITION ACCORDING TO THE PLAT RECORDED IN VOLUME 706, PAGE 201 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: N 41" 22' 30" E ALONG THE COMMON LINE OF SAID LOT 5 AND TEXIAN INN ADDITION FOR A DISTANCE OF 119,99 FEET TO A 6/8 INCH IRON ROD FOUND MARKING THE NORTH CORNER OF SAID LOT 5 AND THE WEST CORNER OF LODGECO SUBDIVISION; THENCE: S 49' 1 V 22" E ALONG THE COMMON LINE OF SAID LOT 5 AND LODGECO SUBDIVISION FOR A DISTANCE OF 50.51 FEET TO THE POINT OF BEGINNING CONTAINING 0.16 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND. Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 TRACT SIX: (137 MEADOWLAND) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOT 7, BLOCK 2, NORTH PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 465, PAGE 37 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A''/2 INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE NORTH CORNER OF SAID LOT 7 AND THE NORTHEAST CORNER OF LOT 8, BLOCK 2; THENCE: S 49" 07' 37" E ALONG THE SOUTHWEST LINE OF MEADOWLAND STREET FOR A DISTANCE OF 24.09 FEET' THENCE: N 400 52' 23" E THROUGH MEADOWLAND STREET FOR A DISTANCE OF 25.15 FEET TO THE ORIGINAL CENTERLINE OF MEADOWLAND STREET; THENCE: S 49° 08' 30" E CONTINUING THROUGH MEADOWLAND STREET FOR A DISTANCE OF 47.84 FEET TO THE EAST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 41° 25' 38" W CONTINUING THROUGH MEADOWLAND STREET, AT 25.17 FEET PASS THE EAST CORNER OF SAID LOT 7 AND THE NORTH CORNER OF LOT 9, BLOCK 2, CONTINUE ON ALONG THE COMMON LINE OF SAID LOT 7 AND LOT 9 FOR A TOTAL DISTANCE OF 105.65 FEET TO THE SOUTH CORNER OF SAID LOT 7; THENCE: N 49° 19' 54" W ALONG THE COMMON LINE OF SAID LOT 7 AND SAID LOT 8 FOR A DISTANCE OF 71.84 FEET TO AN "X" FOUND IN CONCRETE MARKING THE WEST CORNER OF SAID LOT 7; THENCE: N 410 32' 01" E CONTINUING ALONG THE COMMON LINE OF SAID LOT 7 AND LOT 8 FOR A DISTANCE OF 80.74 FEET TO THE POINT OF BEGINNING CONTAINING 0.16 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND, TRACT SEVEN: (139 MEADOWLAND) Lot Eight (8), Block Two (2), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT EIGHT: (141 MEADOWLAND) Lot Five (5), Block Two (2), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT NINE: (143 MEADOWLAND) Lot Six (6), Block Two (2), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT TEN: (145 MEADOWLAND) Owner's Policy of Title Insurance (T-1) (05/01108) FDTX0622,rdw (Schedule A) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 Lot Three (3), Block Two (2), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT ELEVEN: (147 MEADOWLAND) Lot Four (4), Block Two (2), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT TWELVE: (150 MEADOWLAND) Lot Four (4), Block One (1), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT THIRTEEN: (152 MEADOWLAND) Lot Three (3), Block One (1), North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT FOURTEEN: (154 MEADOWLAND) Lot Two (2), Block One (1) North Park, City of College Station, according to plat thereof recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. TRACT FIFTEEN: (100 S. TEXAS AVENUE) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING THE SAME TRACT OF LAND AS DESCRIBED BY A DEED TO EMMA RUTH ELLIS (TRACT ONE), RECORDED IN VOLUME 7035, PAGE 237 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY. TEXAS. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 3/8 INCH IRON ROD FOUND ON THE SOUTH CORNER OF THE INTERSECTION OF S. TEXAS AVENUE (100' R.O.W.) AND HENSEL DRIVE (50' R.O.W.) MARKING THE NORTH CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 470 09' 27" E ALONG THE SOUTHWEST RIGHT-OF-WAY LINE OF S. TEXAS AVENUE FOR A DISTANCE OF 74.85 FEET TO A 3/8 INCH IRON ROD FOUND MARKING THE NORTH CORNER OF LOT 1, BLOCK 1, TEXIAN INN ADDITION, ACCORIDNG TO THE PLAT RECORDED IN VOLUME 726, PAGE 201 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, TEXAS, AND THE EAST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 410 18' 40" W ALONG THE NORTHWEST LINE OF SAID LOT 1, AT 199.88 FEET PASS A 3/8 INCH IRON ROD FOUND, CONTINUE ON FOR A TOTAL DISTANCE OF 200.17 FEET TO A POINT ON THE NORTHEAST LINE OF LOT 2, BLOCK 1, NORTH PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 465, PAGE 37 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, FOR REFERENCE, A'% INCH IRON ROD FOUND MARKING THE EAST CORNER OF SAID LOT 2 BEARS: S 470 52' 49" E FOR A DISTANCE OF 36.91 FEET; THENCE: N 470 52' 49" W ALONG THE NORTHEAST LINE OF SAID LOT 2 FOR A DISTANCE OF 75.24 FEET TO A''/z INCH IRON ROD FOUND ON THE SOUTHEAST RIGHT-OF-WAY LINE OF HENSEL DRIVE MARKING THE NORTH CORNER OF SAID LOT 2 AND THE WEST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: N 410 25' 38" E ALONG THE SOUTHEAST LINE OF HENSEL DRIVE FOR A DISTANCE OF 201.13 Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) File Number: FTOAL34-FT000002939402 Policy Number: 2739843-3030 FEET TO THE POINT OF BEGINNING CONTAINING 0.345 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND JUNE, 2007, AS VERIFIED ON THE GOUND OCTOBER, 2007. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Owner's Policy of Title Insurance (T•1) (05/01/08) FDTX0622.rdw (Schedule A) SCHEDULE B File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): Item No. 1, Schedule B, is hereby deleted. - Tracts 2, 5, and 15; Volume 464, Page 734, Deed Records, Brazos County, Texas - Tracts 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, and 14 ; and Volume 455, Page 339, Deed Records, Brazos County, Texas - Tracts 3 and 4, but deleting any covenants, conditions or restrictions indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. 2. Shortages in area. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees, taxes, and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): FORM T-1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE B (Continued) File Number: FTDAL34-FT000002939402 a. A deed of trust to secure an indebtedness in the amount shown below, Policy Number: 2739843-3030 Amount: $2,878,040.15 Dated: July 6, 2011 Trustor/Grantor: Woodridge College Station II, LLC, a Delaware limited liability company Trustee: David B. Giles Beneficiary: RPM Investments, Inc., a California corporation, as qualified intermediary for Rossco Holdings Incorporated, a California corporation Recording Date: July 7, 2011 Recording No: Document No. 2011-1095687 (Volume 10243, Page 82), Official Public Records, Brazos County, Texas b. Rights of tenants, as tenants only without option or right of first refusal to purchase all or any portion of the land, under unrecorded leases or rental agreements. C. Utility Easement: From: Joe A, Ferrari, Inc. To: City of College Station Dated: January 9, 1983 Recordedl- Volume 639, Page 534, Official Records, Brazos County, Texas. (Tract 1) d. 10' Easement on the southwest side: From: Urymor Enterprises, Inc. To: City of College Station Dated: June 24, 1985 Recorded: Volume 805, Page 533, Official Records, Brazos County, Texas. (Tract 2) e. Easement: From: Lodgeco Properties, Ltd. To: City of College Station Dated: July 19, 1989 Recorded: Volume 1130, Page 761, Official Records, Brazos County, Texas. (Tract 1) f. Access and Parking Rights Reserved in Deed: From: Home Finder Realty, Inc. To: Frances P. Dunn, et ux Dated: July 3, 1980 Recorded: Volume 455, Page 339, Deed Records, Brazos County, Texas. (Tracts 3 and 4) g. Ordinance #2010-3232 (Closing a Portion of Meadowland Street and Reserving Access & Public Utility Rights): Dated: January 28, 2010 Recorded: Volume 9673, Page 288, Official Records, Brazos County, Texas. FORM T•1: Owner's Policy of Title Insurance (Schedule 8) SCHEDULE B (Continued) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 h. Mineral Reservation in Deed: By: Rodney P. Chauvin, Jr., et ux To: BCSK Management, Inc. Dated: March 15, 2006 Recorded: Volume 7201, Page 210, Official Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 1) Mineral Reservation in Deed By: Keeroy, LLC, et al To: Chimney Hill Properties, Ltd. Dated: April 16, 2007 Recorded: Volume 7920, Page 73, Official Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 15) Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Rodney P. Chauvin, Jr., et ux Lessee: Robin Investments, Inc. Dated: June 17. 1983 Recorded: Volume 89, Page 45, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 1) k. Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: B. C. Richards Lessee: North Central Oil Corp. Dated: April 19, 1983 Recorded: Volume 85, Page 804, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 1) Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Ronald H. Parker, at ux Lessee: North Central Oil Corporation Dated: April 15, 1983 Recorded: Volume 86, Page 326, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 6) m. Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Max Lee Mardick and wife, Nancy J. Mardick Lessee: North Central Oil Company Dated: April21, 1983 Recorded: Volume 86, Page 434, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 14) FORM T•1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE E (Continued) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 n. Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Gus A. Ellis, et ux Lessee: Lyons Petroleum, Inc. Dated: January 12, 1983 Recorded: Volume 77, Page 572, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 15) o. All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. p. 25' building line on the southeast and northwest sides; 7.5' building line on the southwest and northeast sides; 15' building line along Meadowland Street; aerial electric line bisects property from the southwest to the northeast sides; as shown on survey prepared on February 9, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract2) q. 25' building line and 5' utility easement on the northeast side; 7.5' building line on the northwest and southeast sides; 20' building line on the southwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on February 4, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 3) r. 25' building line and 5' utility easement on the northeast side; 7.5' building line on the northwest and southeast sides; 20' building line on the southwest side; private parking and access easement across property; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on February 4, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tracts 4) S. 20' building line and utility easement on the northeast side; 25' building line and 5' utility easement on the southwest side; 7.5' building line on the northwest and southeast sides; 20' private parking easement (partly on property) on the southeast side; 47' private access and parking easement across property; as shown on plat recorded in Volume 494, Page 543 of the Deed Records of Brazos County, Texas; as shown on survey prepared on February 7, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 5) t. Encroachment of existing 4-plex into the 20' building line and utility easement on the northeast side of the property, as shown on survey prepared on February 7, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. Note: Upon payment of the applicable premium and issuance of the T19 endorsement, this exception shall be shown on the Owner's Policy only. (Tract 5) U. 25' building line on the northeast side; 7.5' building line on the northwest, southwest and southeast sides; 15' utility easement (partly on property) on the southeast side; portion of a private parking and access easement on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on February 7, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tracts 6) FORM T-1: Owner's Policy of Title Insurance (Schedule a) SCHEDULE B (Continued) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 V. Encroachment of existing 4-plex into the 25' building line on the northeast side of the property, as shown on survey prepared on February 7, 2011, under the supervision of Brad Kerr, R.P.L.S. #4502. Note: Upon payment of the applicable premium and issuance of the T19 endorsement, this exception shall be shown on the Owner's Policy only. (Tract 6) W. 20' building line on the southwest side; 7.5'building line on the all other sides; 15' utility easement (partly on property) on the southeast side; private parking and access easement partly on property on the ns side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 7) X. Encroachment of existing 4-plex into the 15' utility easement (partly on property) on the southeast side of the property, as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. Note: Upon payment of the applicable premium and issuance of the T19 endorsement, this exception shall be shown on the Owner's Policy only. (Tract 7) y. 25' building line and 5' utility easement on the northeast side; 7.5' building line on the southeast, southwest and northwest sides; 20' utility easement (partly on property) on the northwest side; private parking and access easement partly on property on the southeast side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 8) Z. 20' building line on the southwest side; 7.5' building line on the northwest, northeast and southeast sides; private parking and access easement on the southeast side; 20' utility easement (partly on property) on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 9) Aa. 25' building line and 5' utility easement on the northeast side; 7.5' building line on the northwest, southeast and southwest sides; 20' utility easement (partly on property) on the southeast side; private parking and access easement on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007. under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 10) Ab. 20' building line on the southwest side; 7.5' building line on the northeast, northwest and southeast sides; 20' utility easement (partly on property) on the southeast side; private access and parking easement on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 11) Ac. 15' building line and 5' utility easement on the southwest side; 7.5' building line on the northeast, northwest and southeast sides; 10' utility easement on the southeast side; private parking and access easement on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 12) Ad. Fence lies outside the property on the southeast side of the property, as shown on survey prepared on October 17, 2007 under the supervision of Brad Kerr, R.P.L.S. #4502. (OWNER POLICY ONLY) (Tract 12) FORM T-1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE B (Continued) File Number: FTDAL34-FT000002939402 Policy Number: 2739843-3030 Ae. 7.5' building line on the northeast, northwest, southeast and southwest sides; 10' utility easement on the southeast side; private parking and access easement on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 17, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502, (Tract 13) Af. 25' building line on a portion of the northwest side; 7.5' building line on the northeast, southeast and southwest sides; 10' utility easement on the southeast side; private parking and access easement on the northwest side; as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas; as shown on survey prepared on October 18, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 14) Ag. 25' building line on the northeast side; 15' building line on the northwest and southwest sides; 7.5' building line on the southeast side; as shown on survey prepared on November 20, 2007, under the supervision of Brad Kerr, R.P.L.S. #4502. (Tract 15) Ah. Section 14 of the Conditions of this policy is hereby deleted. FORM T-1: Owner's Policy of Title Insurance (Schedule B) FTnAL34-FTW0002030402 I 273884"W0 I July 7,2011 h IJEN I" E100,00 In 0411 I R-11h CONTIGUITY ENDORSEMENT T-25 Attached to and made a part of Policy No. 2739843-3030 Issued by FIDELITY NATIONAL TITLE INSURANCE COMPANY The Company hereby insures against loss or damage sustained by the insured by reason of: (1) the failure of See attached Contiguity Exhibit; or (2) the presence of any gaps, strips or gores separating any of the contiguous boundary lines described above. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) 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. FIDELITY NATIONAL TITLE INSURANCE CO. By: U � " Aut rized Signature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Congtiguily Endorsement Texas Form T-25 (Effective 4-1-04) Tract Contiguous to Tract One Three Three One and Four Four Three, Six and Seven Five Six Six Four, Five and Seven Seven Four, Six and Nine Eight Nine and Ten Nine Seven, Eight and Eleven Ten Eight and Eleven Eleven Nine and Ten Twelve Thirteen Thirteen Twelve and Fourteen Fourteen Thirteen and Fifteen Fifteen Fourteen MAL34-R000002939402 I 2739843-3030 I J"ty ], 2011 I I EN I 3100.00 0411 I R-11h I ACCESS ENDORSEMENT T-23 Attached to and made a part of Policy No. 2739843-3030 Issued by FIDELITY NATIONAL TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Meadowland Street as to Tracts 1 thru 14; University Drive as to Tract 2; and Hensel Drive and Texas Avenue as to Tract 15 (the "Street')" This endorsement is made a 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, (III) 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. FIDELITY NATIONAL TITLE INSUPJ-\NCE CO. By: ( Autl1bilzbd Signature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Access Endorsement Texas Form T-23 (Effective 4.1-04) FfDAL34-FT0000e2939402 I 273994"030 I, Jui, 7,2011__....... h IEN Ia $1,645.20 I90411 I ft-11h RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT - OWNER POLICY T-19.1 Attached to and made a part of Policy No. 2739843-3030 Issued By Fidelity National Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing Improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records. b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land; (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions or restrictions. C. Any encroachment of existing Improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land. d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. 2. Damage to existing buildings that are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule S, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved. 3. Damage to improvements (excluding lawns, shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 4. Any final court order orjudgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or filed in the Public Records. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not Include the terms, covenants, conditions, or limitations contained In an instrument creating a lease. As used in paragraphs t.a. and 5, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. 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, (iii) 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. FIDELITY NATIONAL TITLE_ INSURANCE C.O. By: c v Authorized Signature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Restrictions, Encroachments, Minerals Endorsement Texas Form T-19.1 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, aftomeys' fees or expenses that arise by reason of. 1. (a) Any law, orcinauce,pemrk, or governmmtalmgulation(including thasemlating to buddingandwning)restricting, regulating,probibiting or relating to: (i) the occupancy, use, or enjoyment of the Land;- (ii) the character, dimensions or location ofany impnevementerecled on the Land; (iii) subdivisionofland;or(iv)environmmtalpmtecdon; or the effect of any violation of these laws, ordhmances orgovemmmtal regulations. This Exclusion I(a) does notmod fy or limit the coverage provided under Covered Risk 5. (b) Anygovemmental policepowe, This Exclusion l(b)does not modify or limit the coverageprovided under Covered Risk 6. 2. Rights oferninentdomain. This Exclusion does not modify or limit the coverage provided under CoveredRisk7 or 8. 3. Defects,liens,encumbmnees,adversechdm mothermaders: (a) created,suffered,aasumedoraowdtobythehrs =Claimant; (b) notKnowntotheCompanynotmeordedinthePublicRecordsatDateofPohey,butKnownto the Insured Claimamandnotdisclosedinwritingm theCompanyby The InsuredClaimantprior 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 ofPohcy(however, this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) msutting in loss or damage that would not have been sustained ifthe Insured Claimant had paid value for the Title. 4. Any claim, by reason ofthe operation of federal bankruptcy, state insolvency, or similarcreditors'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 trreferforany reason not stated in Covered Risk 9 oftbis policy. 5. AnylienontheTideforreMmtawtaxmorassessmentsimposedbygovemmentalauthorityandcrcatedorattachingbehvmnDateofPohcyandthedateofrecordingofthedeAorotherimbrummt oftransfer in the Public Records thatvests Title as shown in ScheduleA. 6. Thereflsai ofanyperson to purchase, lease or lendmoneyonthe estate or interest covered hereby in the landdeacnbedn ScheduleAbecause ofUra arkelable Title. CONDITIONS 1. DEFINITION OFTERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in ScheduleA, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or de- creased by Sections 10 and I of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, treat, limited liability company or other similar legal entity. (d) "Insured": the Insured named in Schedule A. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distin- guished from purchase, including heirs, devisees, survivors, per- sonal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, dis- tribution or reorganization; (C) successors to an Insured by its conversion to another kind of En- tity; (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 grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured am both wholly- owned by the same person or En- tity, 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. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have bad against any predecessor Insured. (e) "Insured Claimant": an Insured claiming loss or damage. (0 "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, interest, estate or easement in abutting sheets, 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 treat, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (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 Covered Risk 5(d), "Public Records" shall also include environmental pro- tection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. Q) '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 interest in the Land, or holds an obligation 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 (i) 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 litiga- tion as set forth in Section 5(a) below, or (f) 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. If the Company is prejudiced by Ore failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced 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 insured by this policy that is not excluded or excepted from the coverage of this policy, the Com- pany shall promptly investigate the charge to determine whether the lien, encum- brance, adverse claim or defect or other matter 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 Com- pany 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 as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, 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, "cum- brance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnity another title insurance company in connection with its issuance of a policy(ies) of title Insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOFOFLOSS. In the event the Company is unable to determine the amount of loss or damage, the Company 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, mmumbrance or other matter insured against by this policy, that constitutes the 2739843 Owner's Policy of Title Insurance (T-1) in this subsection, shall terminate, including any liability or obligation to defend, basis of loss or damage and shall state, to the extent possible, the basis of calculat- prosecute, or continue any litigation. Other than the Insured or With the ing the amount of the loss or damage. (b) To Pay or Otherwise Settle With Parties Insured Claimant DEFENSE AND PROSECUTION OF ACTIONS. O to pay or otherwise settle with other parties for or in the name of an (a) Upon written request by the Insured, and subject to the options contained in al its own cost and with- Insured Claimant any claim insured against order this policy. In es in - Sections 3 and 7 of these Conditions, rho Company, lion, the Company will pay any costs, attorneys' fees and expenses in - Sections carted by the Insured Claimant that were authorized by the Company out unreasonable delay, shall provide for the defense of an Insured in tinge- e time of payment and that the Company is obligated to pay; or up to th lion in which any (bird party asserts a claim covered by this policy adverse to a sured Claimant the loss or damage the insured. This obligation is limited to only those stated causes of action provide alleging matters insured against by this policy. The Company shall have the for under this poker together with any costs, attorneys' fees O d to pay or otherwise settle with the as enses incurred by the Insured Claimant that were authorized by and exp right to select counsel of its choice (subjec( (o the tight of the assured to the Company up to the time of payment and that the Company is obli- object for reasonable cause) to represent the Insured y to those stated causes anted to a Upon the exercise by the Company of either of the options of action, It shall not be liable for artd will not pay the fees of any other g p y, s obligations to provided for in subsections (b)(i) or (it), the Company'. g counsel. The Company will not pay any fees, costs or expenses incurred by the insured under this policy for the at loss or damage, other than the Insured in the defense of those causes of action that allege matters not the payments required to be made, shall terminate, including any liabil- insured against by this policy. ity or obligation to defend, prosecute or continue any litigation. (b) The Company shall have the right in addition to the options contained in Sections 3 and 7, 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, Y. or to prevent or reduce loss or 8. DETERMINATIONcontract f indemnity agaXTENT OF inst monetary loss or damage sus- tained or incurred by the Insured Claimant who has suffered loss or damage by damage to the Insured The Company may take any appropriate action under policy the terms Of this policy, whelhcr,or not it shall be liable to the Insured. The reson aof matters insured againstby this policy. exercise of these rights shall not be an ad(shall not exceed the lesser of:mission of liability or waiver of any a The extent of liability of the Company for loss or damage under this policy provision of this policy. Ifthe Company exercises its rights under this subset- lion, it must do so diligently. O the Amount of Insurance; or u the difference between the value of the Title as insured and the value o (c) Whenever the Company brings an action or asserts a defense as required or the Title subject to the risk insured against by this policy. Permitted by this policy, the Company may pursue the litigation to a final b If the Company pursues its rights under Section 3 or 5 and is unsuccessful n determination by a court of competent ppal fromtany adversejudction and it rgment or o der. essly reserves O establishing the Title, as insured, the right, in its sole discretion, pp (i) dreAmount of insurance shell be increased by have le the Insured Claimant shall have the right to have the loss or and damage determined either as of the date the claim was madeby the insured Claim- ant or as of the date it is settled and paid. the Company will also (c) In addition to the extent of liability under (a) and (b), pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to tion or proceeding and any epppcoroSoe In - provide provide for the defense of any ac sued shall secme to the Company the right to so prosecute or provide de- fense 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 ang all deason- efend- able aid (i) in securing evidence, obtaining effecting settlement, prosecuting , and (if) in any other ing the action or proceeding, lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is preju- diced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, in- cluding any liability or obligation to defend, prosecute, or continue any litiga- tion, with regard to the matter or matters requiring such cooperation. (h) 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 thde Company, all records, in whatever medium maintained, including books, ad gem, checks, memoranda, correspondence, reports, e-mails, disks,tapes, videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized roPro sentative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, in- spect 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 confidentialby the Insured Claimant provided to the Company pursuant to this section shall not be disclosed to others uolm, in the reasonable judg- mentoftheCompany, it is necessary in the administration of the claim. Fail- ure of the assured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reason- ably necessary information from third parties as required in this subsection, inaless prohibited by law or gove�O.Wl regulation, ability of the Company and a this policy as to that claimant( terminate any li- 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. the Com an shall have the following addi- In case of a claim under this policy, P Y tional options: (a) To Pay or Tender Payment of the Amount of insurance. To pay or tender payment of the Amount of Insurace under this policy together , incurred by the Insured that with any costs, attorneys' fees and expensc to Ne time of payment or to derlof Paymentwere authorized by the Company p and that the Company is obligated to Pay .._,.-_____. r.a:a nntum. all liability and obligations of the 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, all as a reasonably insured, or takes action in accordance with Section 3 or 7, in ding litigation and the completion of diligent manner by any method, inclu any appeals, it shall have fully performed its obligations with respect to that matter ;and shall not be liable for any lal, ; at�n by the Company or caused to the company',(b) In the event ofany litigation, including iB Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competentjurisdiction, and disposition of all appeals, adverse to the Title, as insured. (a) The Company shall not be liable for loss or, amage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. SU. 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 excel tor which is execuledby an lien is taken iSchedule B or to which the insured has agreed, assumed, or taken b- tor charge insured oil,, Date of Policy and which is a amount so paid shall be deemed a paym nt to thensu ed under [he this PoTitllicy and the 12. PAYMENTOFLOSS. When liability and the extent of loss or shall be made withinel dixed in accor- dance with these Conditions, payment 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) Whenever the Company shall have settled andpaida claim under this policy it shall be subrogated and entitled to the rights of the Insured Claimant in th< Title and all other rights and remedies in respect to the claim that the nsme( Claimant has against any person or property, toathbeextent of the Company.amount If re MY loss, costs, attorneys' fees and expenses p Y thequested by the Company, the insured Claimant shall execute documents t evidence the transfer to the Company of these rights and remedies. The it Owner's Policy of Title Insurance (V sured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the time 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 subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstand- ing any terms or conditions contained in those instruments that address sub- rogation 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 $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $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 theArbitmtor(s) may be entered in any court of compelentjurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached to it by the Com- pany is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be constmed 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 endorse- ment expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (in) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the tern regardless of whether the term is capitalized in the Commitment, endorse- ment or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipula- tions shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole 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 and 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 there- fore in reliance upon the law affecting interests in real property and appli- cable 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 in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws 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 the Company under this Policy must be given to the Company at National Claims Administration, P.O. Box 45023, Jacksonville, FL 32232-5023. 2739843 Owner's Policy of Title Insurance (1-1) IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: You may call Fidelity National Title Insurance Company's toll -free telephone number for information or to make a complaint at: 1-800-252-3439 You may also write to Fidelity National Title Insurance Company at: 10100 San Pedro, Suite 630 San Antonio, TX 78216 You may contact the Texas Department of Insurance to obtain in- formation on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http•//www tdi state tx us E-mail: _ConsumerPLotection@tdi,state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. Para obtener information o Para someter una queja: Usted puede Ilamar al numero de telefono gratis Campania de Seguros de Titulo de Chicago Title Para information o Para someter una queja al: 1-800-252-3439 Usted tambien puede escribir a Compania Seguros de Titulo de Chicago Title 10100 San Pedro, Suite 630 San Antonio, TX 78216 Puede comunicarse con el Departamento de Seguros de Texas Para obtener information acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax:(512) 475-1771 Web: Wti2:L/www.tdi.state tx us E-mail: Co—nsufl2erProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a so prima o a un reclamo, debe comunicarse con el Is Compania) primero. Si no se resuelve la disputa, puede entonces comunicarse con el dpartamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo Para proposito de information y no se convierte en parte o condition del documento adjunto. ° .. Fidelity National Title Insurance Company Policy Number: 2739843- 3031 OWNER'S POLICY OF TITLE INSURANCE (T-1) Issued by Fidelity National 'Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given 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 Ne- braska 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: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, nota- rized 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; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to per- form 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 en- croachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible 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) 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 2739843 Owner's Policy of Title Insurance (T-1) 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: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or 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, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Fidelity National Title 260 Three Lincoln Center 5430 LBJ Freeway Dallas, Texas 75240 Phone (972) 770-2121 Fax (972) 770-2112 Autho zed Signature Fidelity National Title Insurance Company By: A77EST Prosident F� e Secretary ;., 2739843 Owner's Policy of Tine Insurance (T-I) FIDELITY NATIONAL TITLE INSURANCE COMPANY PO Box 45023 Jacksonville, FL 32232-5023 OWNER'S POLICY OF TITLE INSURANCE T-1 SCHEDULE A File Number: FTDAL34-FT000002939401 Policy Number: 2739843-3031 Address for Reference only: 410 S. Texas Ave. and 300 S. Texas Ave. College Station, Texas Amount of Insurance: $ 5,427,750.44 Premium: $ 24,261.86 Date of Policy: July 7, 2011 at 02:17 PM 1. Name of Insured: Woodridge College Station III, LLC, a Delaware limited liability company 2. The estate or interest in the Land that is insured by this policy is: Tract One: Leasehold Tract Two: Fee Simple 3. Title is insured as vested in: Woodridge College Station III, LLC, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: Tract One: (Hotel Tower) (Leasehold - 410 S. Texas Avenue) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF A CALLED 4.65 ACRE TRACT AS DESCRIBED BY A DEED TO CHSC LTD. RECORDED IN VOLUME 8917, PAGE 44 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8th INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF TEXAS AVENUE (100' RO.W.) MARKING THE NORTH CORNER OF SAID 4.65 ACRE TRACT AND THE EAST CORNER OF A CALLED .1,865 ACRE TRACT AS DESCRIBED BY A DEED TO EQI COLLEGE STATION PARTNERSHIP, L.P. RECORDED IN VOLUME 7619, PAGE 141 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 470 41' 22" E ALONG THE SOUTHWEST LINE OF TEXAS AVENUE FOR A DISTANCE OF 457.46 FEET TO A POINT MARKING THE NORTH CORNER OF THE REMAINDER OF A CALLED 0.172 ACRE TRACT AS DESCRIBED BY A DEED TO BCSK MANAGEMENT, INC. RECORDED IN VOLUME 7018, PAGE 196 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, FOR REFERENCE AN "X" FOUND IN CONCRETE MARKING A TRANSITION FROM THE SOUTHWEST LINE OF TEXAS AVENUE TO THE NORTHWEST LINE OF UNIVERSITY DRIVE(FM 60), BEARS: S 47' 41' 22" E FOR A DISTANCE OF 56.81 FEET; THENCE: S 41 ° 43' 03" W ALONG THE COMMON LINE OF SAID 4.65 ACRE TRACT AND SAID REMAINDER OF 0.172 ACRE TRACT FOR A DISTANCE OF 100.00 FEET TO A POINT MARKING THE WEST CORNER OF SAID REMAINDER OF 0.172 ACRE TRACT; Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939401 Policy Number: 2739843-3031 THENCE: S 470 41' 22" E CONTINUING ALONG THE COMMON LINE OF SAID 4.65 ACRE TRACT AND SAID REMAINDER OF 0.172 ACRE TRACT FOR A DISTANCE OF 75.00 FEET TO A POINTON THE NORTHWEST LINE OF UNIVERSITY DRIVE MARKING THE SOUTH CORNER OF SAID REMAINDER OF 0.172 ACRE TRACT; THENCE: S 41043' 03" W ALONG THE NORTHWEST LINE OF UNIVERSITY DRIVE FOR A DISTANCE OF 288.78 FEET TO A 5/8th INCH IRON ROD FOUND ON THE NORTHEAST LINE OF MEADOWLAND STREET (30' R.O.W.) MARKING THE SOU1 H CORNER OF SAID 4.65 ACRE TRACT, FOR REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: N 280 19' 17" E FOR A DISTANCE OF 2.38 FEET; THENCE: S 410 39' 11" W CONTINUING ALONG THE NORTHWEST LINE OF UNIVERSITY DRIVE FOR A DISTANCE OF 15.00 FEET TO THE SOUTH CORNER OF THE HEREIN DESCRIBED TRACT; THENCE: N 480 41' 06" W ALONG THE CENTERLINE OF MEADOWLAND STREET FOR A DISTANCE OF 224.72 FEET; THENCE: N 490 08' 30" W CONTINUING ALONG THE CENTERLINE OF MEADOWLAND STREET FOR A DISTANCE OF 306.09 FEET TO THE WEST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: N 410 29' 06" E THROUGH MEADOWLAND STREET, AT 14,31 FEET PASS THE COMMON CORNER OF SAID 4.65 ACRE TRACT AND SAID 1.855 ACRE TRACT, CONTINUE ON ALONG THE COMMON LINE OF SAID 4.65 ACRE TRACT AND SAID 1.855 ACRE TRACT FOR A TOTAL DISTANCE OF 415.46 FEET TO THE POINT OF BEGINNING CONTAINING 4.82 ACRES OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND. Tract Two: METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING ALL OF LOTS 6 THROUGH 16, MEADOWLAND ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 94, PAGE 279 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE ADJOINING PORTION OF THE ABANDONED PUBLIC RIGHT-OF-WAY OF MEADOWLAND STREET ACCORDING TO COLLEGE STATION ORDINANCE NO. 2010-3232. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT AN "X" FOUND IN CONCRETE ON THE SOUTHWEST LINE OF MEADOWLAND STREET MARKING THE EAST CORNER OF SAID LOT 6 AND THE NORTH CORNER OF A CALLED 0.658 ACRE TRACT AS DESCRIBED BY A DEED TO ROSSCO HOLDINGS, INC. RECORDED IN VOLUME 6173, PAGE 128 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 410 39' 11" W ALONG THE COMMON LINE OF SAID LOT 6 AND SAID 0.656 ACRE TRACT FOR A DISTANCE OF 169.07 FEET TO THE NORTHEAST LINE OF A CALLED TRACT OF LAND CURRENTLY OWNED BY THE TEXAS A&M UNIVERSITY SYSTEM; THENCE: N 490 04' 04" W ALONG THE COMMON LINE OF SAID LOTS 6 THROUGH 16 AND SAID TEXAS A&M TRACT FOR A DISTANCE OF 548.31 FEET TO THE COMMON CORNER OF SAID LOT 16 AND LOT 17, MEADOWLAND ADDITION; THENCE: N 410 27' 11" E ALONG THE COMMON LINE OF SAID LOT 16 AND LOT 17, AT 1.44 FEET PASS A % INCH IRON ROD FOUND, CONTINUE ON FOR A TOTAL DISTANCE OF 182.03 FEET TO THE ORIGINAL CENTERLINE OF MEADOWLAND STREET; Owner's Policy of Title Insurance (T-1) (06/01/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939401 Policy Number: 2739843-3031 THENCE: S 490 08' 30" E THROUGH MEADOWLAND STREET FOR A DISTANCE OF 548.95 FEET TO THE EAST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 410 39' 11" W CONTINUING THROUGH MEADOWLAND STREET FOR A DISTANCE OF 13.67 FEET TO THE POINT OF BEGINNING CONTAINING 2.297 ACRES OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) SCHEDULE B File Number: FTDAL34-FT000002939401 Policy Number: 2739843-3031 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: 1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): Item No. 1, Schedule B, is hereby deleted. 2. Shortages in area. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees, taxes, and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. A deed of trust to secure an indebtedness in the amount shown below, Amount: $4,513,703.80 Dated: July 6, 2011 Trustor/Grantor: Woodridge College Station III, LLC, a Delaware limited liability company Trustee: David B. Giles Beneficiary: RPM Investments, Inc„ a California corporation, as qualified intermediary for Lodgeco Properties, Ltd., a Texas limited partnership Recording Date: July 7, 2011 Recording No: Document No. 2011-1095685 (Volume 10243, Page 60), Official Public Records, Brazos County, Texas. (Tract Two) b. Rights of tenants, as tenants only without option or right of first refusal to purchase all or any portion of the land, under unrecorded leases or rental agreements. FORM T-1: Owner's Policy of Title Insurance (Schedule B) File Number: FTDAL34-FT000002939401 C. Utility Easement: From: To: Dated: Recorded: d. Easement: From: To: Dated: Recorded: (Tracts 1 and 2) e. Easement: From: To: Dated: Recorded: SCHEDULE B (Continued) Policy Number: 2739843-3031 Ramada Inn, Inc. City of College Station November 5, 1984 Volume 740, Page 373, Official Records, Brazos County, Texas. (Tract 1) Lodgeco Properties, Ltd. City of College Station July 19, 1989 Volume 1130, Page 761, Official Records, Brazos County, Texas. Texas Student Housing Corporation City of College Station October 15, 1996 Volume 2709, Page 139, Official Records, Brazos County, Texas. (Tract 1) f. Ordinance #2010-3232 (Closing a Portion of Meadowland Street and Reserving Access & Public Utility Rights): Dated: January 28, 2010 Recorded: Volume 9673, Page 288, Official Records, Brazos County, Texas. (Tracts 1 and 2) g. Mineral Deed: By: Joe A. Ferrari, Inc. To: Joe A. Ferrari Dated: November 10, 1982 Recorded: Volume 546, Page 187, Deed Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. (Tract 1) h. Memorandum of Lease: Lessor: CHSC, Ltd. Lessee: Lodgeco Properties, Ltd. Dated: January 2, 2009 Recorded: Volume 8917, Page 81, Official Records, Brazos County, Texas. Subordination: Dated: Decembe 2, 2010 Recorded: Volume 9947, Page 1, Official Records, Brazos County, Texas Assignment: Dated: Recorded: July 6, 2011 Volume 10243, Page 30, Official Records, Brazos County, Texas Tract 1 FORM T-1: Owners Policy of Title Insurance (Schedule 8) SCHEDULE B (Continued) File Number: FTDAL34-FT000002939401 Policy Number: 2739843-3031 All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. (Tracts 1 and 2) 25' building line on the northeast and southeast sides; 15' building line on the southwest side; 7.5' building line on the the northwest side; as sown on survey prepared on February 9, 2011, under the supervision of Brad Kerr, RPLS No. 4502. k. Encroachment of existing 2 story brick and wood building into the 15' building line on the southwest and the 7.5' building line on the northwest sides of the property, as shown on survey prepared on February 9, 2011, under the supervision of Brad Kerr, RPLS No. 4502. I. 25' building line on the northeast and southwest sides; 7.5' building line on the northwest and southeast sides; 10' electric easement and T easement on the southeast side; 15' building line on the interior southwest side; 15' x 24' access easement (partly on property) on the upper northwest side; as shown on plat recorded in Volume 1996, Page 331, of the Official Records of Brazos County, Texas; as shown on survey prepared on February 9, 2011. under the supervision of Brad Kerr, RPLS No. 4502, m. Utility Easement: From: Joe A. Ferrari, Inc To: City of CO!ege Station Dated: January 9, 1983 Recorded: Volume 639, Page 534, Official Records, Brazos County, Texas. (Tract 2) n. Lack of dedicated public right-of-way pursuant to the terms of Ordinance #2010-3232, recorded in Volume 9673, Page 288, Official Records, Brazos County, Texas. (Tract 2) o. Section 14 of the Conditions of this policy is hereby deleted. FORM T-1: Owner's Policy of Title Insurance (Schedule B) IFT0AL34-Pr000002939401 12 273984341031 I, Jury 7,2011 I IEN $2,476.70 I 0411 I RAU RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT - OWNER POLICY (T-19.1) Attached to and made a part of Policy No. 2739843-3031 Issued By Fidelity National Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records. b. Any Instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (1) establishes an easement on the Land; (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions or restrictions. C. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land. d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or fled in the Public Records, 2. Damage to existing buildings that are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which It was granted or reserved. 3. Damage to improvements (excluding lawns, shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 4. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or fled In the Public Records. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the terms, covenants, conditions, or limitations contained in an instrument creating a lease. As used in paragraphs 1.a. and 5, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B, This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (III) 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. FIDELITY NATIONAL TITLE INSURANCE CO. By. th rizedSli<fnature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Restrictions, Encroachments, Minerals Endorsement Texas Form T-19.1 i FTDAL34-FrDc0002939401 1 273984"031 1 My 7,2011 1 1ENI S10oW I 0411 I R-11h I ACCESS ENDORSEMENT T-23 Attached to and made a part of Policy No. 2739843-3031 Issued by FIDELITY NATIONAL TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Meadow Land Street as to Tracts One and Two; University Drive and Texas Avenue as to Tract One (the "Street"); This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (III) 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. FIDELITY NATIONAL TITLE INSURANCE CO. By: — TZ671zed Si ature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Access Endorsement Texas Form T-23 (Effective 4-1-04) EXCLUSIONS FROM COVERAGE The following matte rs are expressly excluded from the coverage of us policy and the Company will not pay loss or damage, costs, attorneys' fees orexpcuscs that arise by reason of. 1. (a) Any law,ordinance, pcmait, or governmental regulation (including these relating to building and zoning) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment ofthel.arnd; (ii) the character, dimensions orlocation of my improvement erectedon the Land; (iii) subdivision of lad; or (iv) protection; orthe effect of my violation of those laws, ordinances orgovemmentalreguledons. This Exclusion Ila) dos notmodify or limit the coveragepmvidedunder CovemdRisk 5. (b) Any governmental policepowec This Exclusion l(b) does not modify or limit the coverageprovidedunder Covered Risk 6. 2. Rights ofernmentdomam. This Exclusion does notmodify orlimit the coverageprovidedunderCovered Risk? or8. 3. Defeats, Jim, encumbrances, adverse claims or othermatters: (a) created,suffered, assumed or agreed to by the hvsmed Claimant; (b) not Known to the Company,notrecordedinthePublicRecorisatDateofPolicybutKnowntothelnsuredClarmusandnotdisclosedinwritingtotheCompanybytheInsuredClaimantpdor 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 (a) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, orsirridar creditors'rights laws, that the transaction vesting the Title as sbown in Schedule A, is: (a) a fraudulent conveyance or fiaudulenthansfer,or (b) a preferential hansfer for any reasennot statedin Covered Risk9 of this policy. 5. Any henna thcTitleformal mtatetaxm orassessments imposedbygovemmental autbodtyandcreatedoratmchingbetw=DateofPolicyandthedateofrecor&goftbedmdorotherinstnunent 6. The refusal ofanyperson to purchase, lease orlend money on the estate or interestcovemdhereby in the lend described in ScheduleAbecauseofUumarketablettle. CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in ScheduleA, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or de- creased by Sections 10 and 11 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. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distin- guishod from purchase, including heirs, devisees, survivors, per- sonal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, dis- tribution or reorganization; (C) successors to an Insured by its conversion to another kind of En- tity; (D) a grantee ofan 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 grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or En- tity, 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. (ii) With regard to (A), (13), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (a) "Insured Claimant": an Insured claiming loss or damage. (t) "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 linos of the area described in Schedule A, nor any right, title, interest, 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. (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 Covered Risk 5(d), 'Public Records" shall also include environmental pro- tection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. Q) "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 interest in the Land, or holds an obligation 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 (i) an estate or interest in the Land, or (if) 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 lifiga- tion as set forth in Section 5(a) below, or (H) 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. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced 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 insured by this policy that is not excluded or excepted from the coverage of this policy, the Com- pany shall promptly investigate the charge to determine whether the lien, encum- brance, adverse claim or defect or other matter 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 Com- pany shall specifically advise the Insured of the masons for its determination. If the Company concludes that die 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 as insured; (it) indemnify the Insured as provided in this policy; (di) upon payment of appropriate premium and charges therefore, 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, encum- brance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title -insurance company in connection with its issuance of a policy(im) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOFOFLOSS. In the event the Company is unable to determine the amount of loss or damage, the Company 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 2739843 Owner's Policy of Title Insurance (T-1) basis of loss or damage and shall state, to the extent possible, the basis of calculat- ing the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OFACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and with- out unreasonable delay, shall provide for the defense of an Insured in litiga- tion 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. no 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 Sections 3 and 7, 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 subsec- tion, it must do so diligently. (c) 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 from any adversejudgment or order. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits orrequires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the In- sured shall secure to the Company the right to so prosecute or provide de- fense 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 reason- able aid (i) in securing evidence, obtaining witnesses, prosecuting or defend- ing 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 or any other matter as insured If the Company is preju- diced by the failure of the Insured to famish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, in- cludingany liability or obligation to defend, prosecute, orcontinue any litiga- tion, 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 andplaces astray be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, led- gers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Data of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized repre- sentative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, in- spect 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 judg- ment of the Company, it is necessary in the administration of the claim. Fail- ure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reason- ably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any li- ability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OFLIABILITY. In case of a claim under this policy, the Company shall have the following addi- tional 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 Insuredunder 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. (i) 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 addi- tion, the Company will pay any costs, attorneys' fees and expenses in- curred 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 thatwere authorized by the Company up to the time of payment and that the Company is obli- gated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), 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 liabil- ity or obligation to defend, prosecute or continue any litigation. ETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sus- tained 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. (i) the Amount of Insurance; or (ii) 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 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) 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 Claim- ant 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, all as insured, or takes action in accordance with Section 3 or 7, 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 them has been a final determination by a court of competentjurisdiction, 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 which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS. When liability and the extent of loss or damage have been definitely fixed in accor- dance 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 re- quested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The In- 2739843 Owner's Policy of Title Insurance (T-1) sured Claimant shall permit the Company to sue, compromise or settle in the.namaofthe 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 subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstand- ing any terms or conditions contained in those instruments that address sub- rogation 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 $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $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 theArbitrator(s) may be entered in any court of competentjurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached to it by the Com- pany 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 endorse- ment expressly states, it does not (i) 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. Each Commitmen4 endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorse- ment or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipula- tions shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole 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 and 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 there- fore in reliance upon the law affecting interests in real property and appli- cable 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 thejurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws 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 the Company under this Policy must be given to the Company at National Claims Administration, P.O. Box 45023, Jacksonville, FL 32232-5023, 2739843 Owner's Policy of Title Insurance (T-I) IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: You may call Fidelity National Title Insurance Company's toll -free telephone number for information or to make a complaint at: 1-800-252-3439 You may also write to Fidelity National Title Insurance Company at: 10100 San Pedro, Suite 630 San Antonio, TX 78216 You may contact the Texas Department of Insurance to obtain in- formation on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: htjpi//www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us PREMIUM OR CLAIM DISPUTES Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. Para obtener information o para someter una queja: Usted puede Ilamar al numero de telefono gratis Compania de Seguros de Titulo de Chicago Title para information o para someter una queja al: 1-800-252-3439 Usted tambien puede escribir a Compania Seguros de Titulo de Chicago Title 10100 San Pedro, Suite 630 San Antonio, TX 78216 Puede comunicarse con el Departamento de Seguros de Texas para obtener information acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: h!W://www.tdi.state.tx,us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el la compania) primero. Si no se resuelve Is disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de information y no se convierte en parte o condition del documento adjunto. 0 Fidelity National Title Insurance Company Policy Number: 2739843- 3032 OWNER'S POLICY OF TITLE INSURANCE, (T-1) Issued by Fidelity National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given 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 Ne- braska 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: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, nota- rized 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; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to per- form 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 en- croachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. h. 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) 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 2739843 Owner's Policy of Title Insurance (T-1) 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: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or 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, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Fidelity National Title 260 Three Lincoln Center 5430 LB1 Freeway Dallas, Texas 75240 Phone (972) 770-2121 Fax (972) 770-2112 Authorized Signature Fidelity National Title Insurance Company ATTEST n // President Secretary 2739843 I Owner's Policy of Title Insurance (T-1) FIDELITY NATIONAL TITLE INSURANCE COMPANY PO Box 45023 Jacksonville, FL 32232-5023 OWNER'S POLICY OF TITLE INSURANCE T-1 SCHEDULE A File Number: FTDAL34-FT000002939403 Policy Number: 2739843-3032 Address for Reference only: 420 S. Texas Avenue College Station, Texas Amount of Insurance: $ 257,179.01 Premium: $ 1,648.36 Date of Policy: July 7, 2011 at 02:18 PM 1. Name of Insured: Woodridge College Station IV, LLC, a Delaware limited liability company 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: Woodridge College Station IV, LLC, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: (Vacant Land - Former Gas Station) METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE J. E. SCOTT LEAGUE, ABSTRACT NO. 50, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING THE REMAINDER OF A CALLED 0.172 ACRE TRACT AS DESCRIBED BY A DEED TO BCSK MANAGEMENT, INC.RECORDED IN VOLUME 7018, PAGE 196 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A 5/8 INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF TEXAS AVENUE (100' R..O.W.) MARKING THE NORTH CORNER OF A CALLED 4.5047 ACRE TRACT DESCRIBED AS TRACT 1 BY A DEED TO TEXAS STUDENT HOUSING CORPORATION RECORDED IN VOLUME 2519,PAGE 202 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, AND THE EAST CORNER OF A CALLED 1.855 ACRE TRACT AS DESCRIBED BY A DEED TO EQI COLLEGE STATION PARTNERSHIP, L.P. RECORDED IN VOLUME 7619, PAGE 141 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S470 41' 22" E ALONG THE SOU'HWEST LINE OF TEXAS AVENUE FOR A DISTANCE OF 457.46 FEET TO A POINT MARKING THE NORTH CORNER OF SAID REMAINDER OF 0.172 ACRE TRACT AND THE POINT OF BEGINNING OF THIS HEREIN DESCRIBED TRACT; THENCE: S 470 41' 22" E CONTINUING ALONG THE SOUTHWEST LINE OF TEXAS AVENUE FOR A DISTANCE OF 56.81 FEET TO AN "X" FOUND IN CONCRETE MARKING THE TRANSITION BETWEEN THE SOUTHWEST LINE OF TEXAS AVENUE AND THE NORTHWEST LINE OF UNIVERSITY DRIVE (FM 60); THENCE: S 080 47' 35" E ALONG SAID TRANSITION LINE FOR A DISTANCE OF 23.57 FEET TO AN "X" FOUND IN CONCRETE ON THE NORTHWEST LINE OF UNIVERSITY DRIVE; THENCE: S 410 43' 03" W ALONG THE NORTHWEST LINE OF UNIVERSITY DRIVE FOR A DISTANCE OF 85.20 FEET TO A POINT MARKING THE SOUTH CORNER OF THIS HEREIN DESCRIBED TRACT, FOR Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) File Number: FTDAL34-FT000002939403 Policy Number: 2739843-3032 REFERENCE A 5/8TH INCH IRON ROD FOUND ON THE NORTHEAST LINE OF MEADOWLAND STREET (30' R.O.W) BEARS: S 410 43' 03" W FOR A DISTANCE OF288.78 FEET; THENCE: N 47° 41' 22" W ALONG THE COMMON LINE OF SAID REMAINDER OF 0.172 ACRE TRACT AND SAID 4.5047 ACRE TRACT FOR A DISTANCE OF 75.00 FEET TO A POINT MARKING THE WEST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: N 410 43' 03" E CONTINUING ALONG THE COMMON LINE OF SAID 4.5047 ACRE TRACT AND SAID REMAINDER OF 0,172 ACRE TRACT FOR A DISTANCE OF 100.00 FEET TO THE POINT OF BEGINNING CONTAINING 0.17 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND OCTOBER, 2007. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Owner's Policy of Title Insurance (T-1) (05/01/08) FDTX0622.rdw (Schedule A) SCHEDULE B File Number: FTDAL34-FT000002939403 Policy Number: 2739843-3032 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): Volume 89, Page 488, Deed Records, Brazos County, Texas - but deleting any covenants, conditions or restrictions indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. 2. Shortages in area. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees, taxes, and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. Rights of tenants, as tenants only without option or rights of first refusal to purchase all or any portion of the land, under unrecorded leases or rental agreements. b. Terms, Conditions, and Stipulations in the Commercial Lease Agreement by and between: Lessor: Jack L. Grant and Philip D. Grant Lessee: K. D. Timmons, Inc. Dated: February 15, 1989 Recorded: Volume 1127, Page 541, Official Records, Brazos County, Texas. FORM T-1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE B (Continued) File Number: FTDAL34-FT000002939403 Policy Number: 2739843-3032 c. Estate Created by Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Jack L. Grant, at ux Lessee: North Central Oil Corporation Dated: April21, 1983 Recorded: Volume 85, Page 788, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. d. Estate Created by Oil and Gas Lease, and all terms, conditions and stipulations therein: Lessor: Philip D. Grant, et ux Lessee: North Central Oil Corporation Dated: May 2, 1983 Recorded: Volume 86, Page 174, Oil & Gas Lease Records, Brazos County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. 25' Building line on the northeast and southeast side; as shown on survey prepared on October 18, 2007, under the supervision of Brad Kerr, RPLS No. 4502. FORM T-1: Owner's Policy of Title Insurance (Schedule B) FTDAL34-FT000002939403 I` 2739843-3032 I July 7,2011 I I EN' E16B.20 I 0411 I R-11h RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT - OWNER POLICY T-19.1 Attached to and made a part of Policy No. 2739843-3032 Issued By Fidelity National Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed In the Public Records. b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land; (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (III) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions or restrictions. C. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land. d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule S. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed In the Public Records. 2. Damage to existing buildings that are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved. 3, Damage to improvements (excluding lawns, shrubbery, or trees) located on the Land on or after Dale of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 4. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or fled in the Public Records. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the terms, covenants, conditions, or limitations contained In an instrument creating a lease. As used in paragraphs 1.a, and 5, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, Including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. 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, (III) 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. FIDELITY NATIONAL TITLE INSURANCE COMPf C,�� By. AMhorized 11fignature FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Restrictions, Encroachments, Minerals Endorsement Texas Form T-19.1 I F DAL34-FT000002030403 1 2739843.3032 1 July 7, 2011 1 1 EN 1 $100.00 1 0411 1 R-11h I ACCESS ENDORSEMENT T-23 Attached to and made a part of Policy No. 2739843-3032 Issued by FIDELITY NATIONAL TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from University Drive and Texas Avenue (the "Street'), This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (III) 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. FIDELITY NATIONAL TITLE INSURANCE COMP) By: Aut rized Signa" tune FIDELITY NATIONAL TITLE INSURANCE COMPANY ENDORSEMENT Access Endorsement Texas Form T-23 (Effective 4-1-04) EXCLUSIONS I' ROM COVERAGE The following mattersam expressly excluded from the wveragsof this policy and the Company will not pay loss or damage, costs, attomeys' fees or expenses that arise by reason of: 1. (a) Any law, ordinance,permit, orgovemmental regulation (including thoserclating to building and zening) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment of the Land; (ff) the character, dimensions orlocation of any improvement erected on the Land; fb) subdivision of land; or(iv) environmental protection; cribs effect ofanyviolation of these laws, ordinances orgovemmental regulations. This Exclusion 1(a) does not modify or limit the covemgeprovidedunderCoveredRisk 5. (b) Any governmental polieepower'D»s Exclusion l(b) does notmodify or llrnkthe coverage providedunderCovered Risk 6. 2. Rights ofeminentdomain. This Exclusion does not modify orlimit the coverage provided under Covered Risk7or8. 3. Defects, liens, encumbrances, adverse claims or oformafters: (a) crested,suffenxi,as edorageedtobytbelmmed Clahnmt; (b) notKnovmtotheCompmy,notn rdedinthePubEc RmordsatDateofPolicy,butKnowntothehnuredClaimantmdnotdisclosedinwritingtotheCompanybythehm=dClaimantprior to the date the Insured Claimant became an huuredunderthis policy; (c) resulting in no lass or damage to the Insured Claimant; (d) attaching or =led subsequent to Date of Policy(however, this does not modify or limit the wvcmge provided under Covered Risk 9 and 10); or (a) resulting in loss or damage that would not have been sustained ifthe Insured Claimant had paid value for the Tide. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similarereditors'rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance a fraudulent trauder,or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. AnyliwontheTrtle forrealestatctaxcsorassessments imposedbygovemmentelamborityandcreatedorattachingbetween Date ofPolicyandthedateofrewrdingofUredmdorothainstrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend moneyon the estate or hicrestcovered hereby in the land described in SchoduleAbecause ofUnmarkeRbleTrde. CONDITIONS 1. DEFINITION OFTERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or de- creased by Sections 10 and 11 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. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distin- guished from purchase, including heirs, devisees, survivors, per- sonal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, dis- tribution or reorganization; (C) successors to an Insured by its conversion to another kind of En- tity; (D) a grantee of an lnsuredunder 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 grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or En- tity, or (4) If the grantee is a tmstoc or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (a) "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 die lines of the area described in Schedule A, nor any right, title, interest, 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. (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 purohasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental pro- tection liens filed in the records of the clerk of the United States District Court for the district where the Land is 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 interest in the Land, or holds an obligation 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 (i) an estate or interest in the Land, or (if) an obligation secured by a purchase money Mortgage given to the Insured. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i) in case of any litiga- tion as set forth in Section 5(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, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced 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 defeat in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Com- pany shall promptly investigate the charge to determine whether the lien, encum- brance, adverse claim or defect or other matter 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 Com- pany 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 as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, issue to the Insured Claimant or 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, encum- brance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if loan policy, the amount ofthe loan; (N) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company 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 2739843 Owner's Policy of Title Insurance (T-1) 5. 6. basis of loss or damage and shall state, to the extent possible, the basis of calculat- ing the amount of the loss or damage. DEFENSE AND PROSECUTION OFACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and with- out unreasonable delay, shall provide for the defense of an Insrned in litiga- tion 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 Sections 3 and 7, 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 subsec- tion, it must do so diligently. (c) 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 from any adversejudgment murder. 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 In- sured shall secure to the Company the right to so prosecute or provide de- fense 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 reason- able aid (i) in securing evidence, obtaining witnesses, prosecuting or defend- ing 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 or any other matter as insured. If the Company is preju- diced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, in- cluding any liability or obligation to defend, prosecute, or continue any litiga- tion, 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, led- gers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized repre- sentative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, in- spect 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 judg- ment of the Company, it is necessary in the administration of the claim. Fail- ure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reason- ably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any li- ability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OFLIABILITY. In case of a claim under this policy, the Company shall have the following addi- tional 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. (i) 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 addi- tion, the Company will pay any costs, attorneys' fees and expenses in- curred by the Insrned 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 obli- gated to pay. Upon the exercise by the Company ofeither of the options provided for in subsections (b)(i) or (ii), 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 liabil- ity 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 sus- tained 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: (i) the Amount of Insurance; or (ii) 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 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) 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 Claim- ant or as of the date it is settled and paid. (e) 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, all as insured, or takes action in accordance with Section 3 or 7, 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 competentjurisdiction, 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 which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENTOFLOSS. When liability and the extent of loss or damage have been definitely fixed in accor- dance 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 re- quested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The In- 2739843 1, Owner's Policy of Title Insurance (T-1) sured 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 shalt have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstand- ing any terms or conditions contained in those instruments that address sub. rogation 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 $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $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 theArbitrator(s) may be entered in any court ofcorepetentjurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached to it by the Com- pany 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 endorse- ment expressly states, it does not (i) modify any of the terms and provisions of the policy, (it) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the teem regardless of whether the term is capitalized in the Commitment, endorse- ment or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipula- tions shall be deemed to refer to the Conditions of this policy. It.. SEVERABILITY. In the event any prevision of this policy, in whole 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 and 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 there- fore in reliance upon the law affecting interests in real property and appli- cable 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 in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws 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 slate or federal court within the United States ofAmerica or its territories having appropriatejurisdiction. 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at National Claims Administration, P.O. Box 45023, Jacksonville, FL 32232-5023. 2739843 Owner's Policy of Title Insurance (T-1) IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: You may call Fidelity National Title Insurance Company's toll -free telephone number for information or to make a complaint at: 1-800-252-3439 You may also write to Fidelity National Title Insurance Company at: 10100 San Pedro, Suite 630 San Antonio, TX 78216 You may contact the Texas Department of Insurance to obtain in- formation on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: hqp://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. Para obtener information o para someter una queja: Usted puede llamar al numero de telefono gratis Compania de Seguros de Titulo de Chicago Title Para information o para someter una queja al: 1-800-252-3439 Usted tambien puede escribir a Cornpania Seguros de Titulo de Chicago Title 10100 San Pedro, Suite 630 San Antonio, TX 78216 Puede comunicarse con el Departamento de Seguros de Texas Para obtener information acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax:(512) 475-1771 Web: http7//www.tdi.state.tx.us E-mail: ConsumerProtection a@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS Si tiene una disputa concemiente a so prima o a un reclamo, debe comunicarse con el In compania) primero. Si no se resuelve In disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo Para proposito de information y no se convierte en parte o condition del documento adjunto.