STG Mezzanine Affidavit 1

MEZZANINE AFFIDAVIT

WHEREAS, STEWART TITLE GUARANTY COMPANY ("the Company") is about to issue its Title Insurance Policies Nos. __________________ ("the Title Insurance Policies"), in respect to the lands described in the Company's Commitment For Title Insurance Nos. _____________________ ("the Commitment");

AND WHEREAS, the Company has been requested to issue the Title Insurance Policies and Substitute Policies in the form then commonly used by the Company in respect to the lands or to some part or parts thereof, or interest therein ("Future Policies"), together with Mezzanine Endorsements ("the Mezzanine Endorsements"), pursuant to which the Company agrees that notwithstanding the terms of the Conditions and Stipulations or the Exclusions from Coverage of the Title Insurance Policies to the contrary, in the event of loss or damage insured against under the Title Insurance Policies, the Company will not deny its liability thereunder (to the Mezzanine Lender or such other person named in the Mezzanine Endorsements), under Paragraph 3(a), 3(b) or 3(e) of the Exclusions from Coverage by reason of the action or inaction or knowledge of ______________________, all as more fully set forth in the Mezzanine Endorsements;

AND WHEREAS, the Company would refrain from issuing the Mezzanine Endorsements to the Title Insurance Policies in the absence of the representations, agreements and undertakings contained herein.

NOW, THEREFORE, the undersigned, as a material inducement to the Company to issue the Title Insurance Policies with the Mezzanine Endorsements, represent and affirm that neither ___________________, nor any of the undersigned has done anything to create any defect, lien, encumbrance, transfer of interest, constructive trust, other equity in, or other matter affecting the land not disclosed in the Commitments ("adverse interests"), nor do they have any knowledge of any such adverse interests not disclosed in the Commitments, EXCEPT FOR the following matters: (if none, so state)

FURTHER, the undersigned, jointly and severally, for themselves, their heirs, successors, personal representatives and assigns do hereby covenant and agree with the Company: (1) To forever fully protect, indemnify, defend and save the Company harmless from and against from any and all loss, cost, damages, attorneys' fees and expenses of every kind and nature which it may suffer, expend or incur under or by reason of, or in consequence of, the Title Insurance Policies with the Mezzanine Endorsements on account of, or in consequence of, or going out of any such adverse interests not disclosed in the Commitments, or on account of the assertion or enforcement or attempted assertion or enforcement thereof or of any rights existing or hereafter arising or which may be claimed to exist under, or by reason of or in consequence of, or growing out of the adverse interests; (2) To provide for the defense, at their own expense, on behalf and for the protection of the Company and parties protected under the Mezzanine Endorsements who may become so protected, against loss or damage under the Title Insurance Policies with the Mezzanine Endorsements (but without prejudice to the right of the Company to defend if it so elects) in all litigation consisting of actions or proceedings based on any adverse interests which may be asserted or attempted to be asserted, established or enforced in, to, upon, against or in respect to the lands or any part thereof, or interest therein; and (3) To pay, discharge, satisfy or remove all or any of the adverse interests, when called upon by the Company after thirty (30) days' notice in writing and mailed to the undersigned at the address set out below.

Nothing contained herein shall be construed so as to obligate the Company to issue its Title Insurance Policies with the Mezzanine Endorsements in the form requested. However, should the Company issue any such Title Insurance Policies, it will do so in reliance upon the undertakings of the undersigned and the issuance of such Title Insurance Policies with the Mezzanine Endorsements shall be the consideration for the above undertakings by the undersigned.

The Company shall have the right at any time hereafter, after notice to the undersigned below, when it shall deem necessary, expedient, desirable or of interest to do so, in its sole discretion, to pay, discharge, satisfy or remove from the title to said real estate all or any of the adverse interests. The undersigned covenants and agrees to pay to the Company all amounts so expended on demand.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on this the _______ day of ______________________, A.D. 20____.
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BY: _________________________________
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Subscribed and sworn to before me the undersigned authority this _____ day of ______________, 20___.
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Notary Public, State of ____________

My Commission Expires: ______________

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