STG Creditors' Rights Indemnification

Whereas:

Stewart Title Guaranty Company (the "Title Insurer") is willing to issue policies of title insurance (collectively, the "Policies") and has been asked and is willing to extend insurance coverage (to the extent afforded) by issuing a creditors' rights endorsement (the "Creditors' Rights Endorsement"), provided that the undersigned indemnitors (collectively, the "Indemnitors") deliver to Title Insurer this instrument;

Now therefore:

In consideration of Title Insurer issuing the Policies with the Creditors’ Rights Endorsement, the Indemnitors hereby covenant, agree and undertake as follows:

1. Indemnitors hereby agree to indemnify and hold harmless Title Insurer, and its successors or assigns, for any claim, loss, cost, damage or expense, including, without limitation, court costs and reasonable attorney’s fees, actually suffered or incurred by the Title Insurer with respect to its issuance of the Creditors’ Rights Endorsement (“Losses”) and any claim made by an insured under the Policies with respect to the coverage provided by such Creditors’ Rights Endorsement (“Claims”). Title Insurer hereby agrees that it shall not take any action with respect to any Claims that would result in any costs, expense or attorney’s fees without the prior written consent of Indemnitors unless the failure to do so would materially prejudice the Title Insurer’s rights with respect to such Claims. Any Claim for payment hereunder presented to Indemnitors by Title Insurer shall be paid by Indemnitors within ten (10) days following written demand thereof from Title Insurer, delivered in accordance with paragraph 5 hereof, which demand shall be accompanied by a written summary of all losses, damages, costs and expenses actually incurred by Title Insurer together with invoices or other supporting documentation evidencing such Losses. In the event Indemnitor fails to pay any such amounts within 10 days of demand therefore, such unpaid amounts shall accrue interest at the highest rate permitted by law, until paid in full. Notwithstanding anything herein which may be construed to the contrary, Indemnitors agree that Title Insurer shall not have to pay, incur or sustain monetary loss in any amount before being entitled to call upon Indemnitors as aforesaid to provide to Title Insurer funds necessary to pay, satisfy, compromise or do any other act necessary to satisfy Title Insurer's obligations under such Policies with respect to any Losses. The obligations of Indemnitors under this paragraph shall continue until the earlier to occur of (A) the Policies have expired by their terms or (B) the loans secured by the mortgages insured thereunder have been paid in full. Notwithstanding anything to the contrary, in the event that loan secured by the Insured Mortgages is paid in full, each of the Indemnitors shall be released from their respective obligations under this indemnity, but only with respect to the loan policies issued.

2. Indemnitors shall diligently provide for the defense of any and all Claims. Title Insurer shall have the right to reasonably approve any and all counsel who may be retained by Indemnitors with respect to such actions or proceedings (it being understood and agreed that Title Insurer shall be deemed to have approved such counsel if such approval is not denied (which denial shall set forth in reasonable detail the reasons therefor) in writing within fifteen (15) days of written request therefor) and Indemnitors shall promptly pay all fees and expense of counsel so selected.

3. Each of Indemnitors is duly organized, validly existing and in good standing under the laws of the state of its formation and has full power and authority to execute, deliver and perform this indemnity.

4. The laws of the State of ___________ shall govern this instrument.

5. Any notices required to be delivered hereunder shall be in writing and shall be sent by certified mail, via overnight courier, or by Federal Express or other reputable overnight carrier, or by personal delivery to:

Title Insurer:


Indemnitors:

And:

Counsel to Indemnitor:

6. The undersigned understands that the Title Insurer has issued Commitments with respect to the Policies and has requested this Creditors’ Rights Indemnification in connection therewith. This Creditors’ Rights Indemnification is not intended to give any benefits, rights, privileges, actions or remedies to any person, partnership, firm, or corporation, other than the Title Insurer, and its reinsuring title companies, as the third party beneficiary or otherwise under any theory of law.

7. The liability of Indemnitors under this indemnity is direct and primary and is not conditioned or contingent upon prior pursuit of any remedies by Title Insurer. Indemnitors shall be liable and shall promptly pay to Title Insurer all reasonable costs, expenses and attorneys' fees incurred by Title Insurer in enforcing any of its rights hereunder.

8. This Indemnity shall be binding upon Indemnitors and their successors and/or assigns and shall inure to the benefit of Title Insurer, their successors and assigns, including without limitation any other insurer involved in reinsuring in any manner any liabilities of Title Insurer under the Policies and any agent of Title Insurer which issued such Policies.

9. Subject to paragraph 1 hereof, this indemnity imposes joint and several liability on Indemnitors. Title Insurer may pursue any and all remedies against one or more indemnitors without prejudice against pursuing remedies against any remaining indemnitor. The choice of one remedy as provided for herein shall not be construed as an election of remedies against later pursuing other remedies at the option of Title Insurer.

Counterparts:

This document may be executed in counterparts.

Inducement and Indemnification:

The undersigned provides this document to induce Title Insurer to insure title to said Premises well knowing that it will do so only in complete reliance upon the matters asserted hereinabove and further will indemnify and hold Title Insurer harmless against any loss or damage sustained as a result of any inaccuracy in the matters asserted hereinabove.

Indemnitors:
______________________________________________

Date: __________________________

By: __________________________
______________________________________________

Date: __________________________

By: __________________________

For issuing guidelines on this form, see Guidelines