STG Insured Closing Letter-Master

STEWART TITLE GUARANTY COMPANY

Name and Address of Addressee:

Date:

RE Closing Protection Letter

Agent:

Dear Sir or Madam:

When title insurance of Stewart Title Guaranty Company (the "Company") is specified for your protection in connection with closings of ___________  real estate transactions in which you are to be the:  (a) lessee, or purchaser of an interest in land, (b) purchaser of an interest in land, or (c) lender secured by a mortgage (including any other security instrument) of an interest in land, its assignees or a warehouse lender, the Company, subject to the Conditions and Exclusions set forth below, hereby agrees to reimburse you actual loss incurred by you in connection with such closings when conducted by an Issuing Agent (an agent authorized to issue title insurance for the Company) or an Approved Attorney (an attorney upon whose certification of title the Company issues title insurance) and when such loss arises out of:

1. Failure of the Issuing Agent or Approved Attorney to comply with your written closing instructions to

the extent that they relate to (a) the status of the title to said interest in land or the validity, enforceability and priority of the lien of said mortgage on said interest in land, including the obtaining of documents and the disbursement of funds necessary to establish such status of title or lien, or (b) the obtaining of any other document, specifically required by you, but only to the extent the failure to obtain such other document affects the status of the title to said interest in land or the validity, enforceability and priority of the lien of said mortgage on said interest in land, or

2. Fraud, dishonesty or negligence of the Issuing Agent or Approved Attorney in handling your funds or documents in connection with such closings to the extent such fraud, dishonesty or negligence relates to the status of the title to said interest in land or to the validity, enforceability, and priority of the lien of said mortgage on said interest in land.

If you are a lender protected under the foregoing paragraph, your borrower, your assignee and your warehouse lender in connection with a loan secured by a mortgage shall be protected as if this letter were addressed to them.

CONDITIONS AND EXCLUSIONS

1. The Company will not be liable to you for loss arising out of:

A. Failure of Issuing Agent or Approved Attorney to comply with your closing instructions which require title insurance protection inconsistent with that set forth in the title insurance binder or commitment issued by the Company.  Instructions which require the removal of specific exceptions to title or compliance with the requirements contained in said binder or commitment    shall not be deemed to be inconsistent.

B.  Loss or impairment of your funds in the course of collection or while on deposit with a bank due to bank failure, insolvency or suspension, except such as shall result from failure of the Issuing Agent or the Approved Attorney to comply with your written closing instructions to deposit the funds in a bank which you designated by name.

C. Mechanics' and materialmen's liens in connection with your purchase or lease or construction loan transactions, except to the extent that protection against such liens is afforded by a title insurance binder, commitment or policy of the Company.

D. Failure of the Issuing Agent or Approved Attorney to comply with your written closing instructions to the extent such instructions require a determination by the Issuing Agent or Approved Attorney of the validity, enforceability or effectiveness of any document contemplated under paragraph 1 (b) above.

E. Fraud, dishonesty or negligence of your employee, agent, attorney or broker.

F. Your settlement or release of any claim without the written consent of the Company.

G. Any matters created, suffered, assumed or agreed to by you or known to you.

2. When the Company shall have reimbursed you pursuant to this letter, it shall be subrogated to all rights and remedies which you would have had against any person or property had you not been so reimbursed.  Liability of the Company for such reimbursement shall be reduced to the extent that you have knowingly and voluntarily impaired the value of such right of subrogation.

3. Any liability of the Company for loss incurred by you in connection with closings of real estate transactions by an Issuing Agent or Approved Attorney shall be limited to the protection provided by this letter.  However, this letter shall not affect the protection afforded by a title insurance binder, commitment or policy of the Company.

4. Claims shall be made promptly to the Company at its principal office at P.O. Box 2029 in Houston, Texas 77252-2029 .  When the failure to give prompt notice shall prejudice the Company, then liability of the Company hereunder shall be reduced to the extent of such prejudice.  The Company shall not be liable hereunder unless notice of claim in writing is received by the Company within ninety (90) days from the date of discovery of loss.  The Company shall not be liable hereunder unless notice of claim in writing is received by the Company at its Home Office in Houston, Texas , one year from the date of closing.

5. The protection herein offered extends only to real property transactions in _______________.

Any claim arising under this letter will be submitted to arbitration pursuant to the title insurance arbitration rules of the American Land Title Association.

Any previous insured closing service letter or similar agreement is hereby cancelled, except closings of your real estate transactions regarding which you have previously sent (or within 30 days hereafter send) written closing instructions to the Issuing Agent or Approved Attorney.

STEWART TITLE GUARANTY COMPANY

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