Whereas, said construction may result in the recording of mechanic's liens against the Property and the improvements thereon by persons claiming to have supplied labor and/or material in connection with the construction of said improvements; and,
Whereas, the owners of the Property have requested STEWART TITLE GUARANTY COMPANY (hereinafter referred to as "Stewart Title"), to issue a policy or policies of title insurance insuring the insured among other things against loss or damage by reason of any mechanic's and materialman's liens having or gaining priority over the interest of the insured; and,
Whereas, Contractor recognizes that STEWART TITLE is the normal course of business may from time to time issue additional policies of title insurance which will afford the insureds named therein the same or like protection against mechanic's and materialmen's liens;
NOW THEREFORE, in consideration of STEWART TITLE issuing any such policy(ies) of title insurance, Contractor does hereby agree as follows:
Contractor agrees to hold and save Stewart Title harmless from and against any and all damage caused or charges, including attorney's fees and expenses of every kind and nature which STEWART TITLE might sustain, incur under or by reason or in consequence of issuing any such policy(ies) of title insurance insuring against damage by reason of said mechanic's and materialmen's liens gaining priority over the interest of any insured of STEWART TITLE.
Contractor agrees to reimburse STEWART TITLE for any and all costs, including attorney's fees, expended by STEWART TITLE in enforcing this agreement.
Contractor further agrees to pay to STEWART TITLE interest on all sums advanced or expenses incurred at the rate of ten percent (10%) per annum from the date when said advances were made or expenses incurred until paid.
Contractor agrees to cause the filing of Notices of Completion covering such works of improvement as provided by law of a requested by STEWART TITLE.
At any time, STEWART TITLE shall have the right to reasonable access to the books, records and accounts of the Contractor; and any bank, depository, materialmen, supply house, or any other person, firm, or corporation doing business with Contractor when requested by STEWART TITLE is hereby authorized to furnish to STEWART TITLE any and all information requested including, but not limited to, the status of the work under the contracts being performed by the Contractor, the condition of the performance of such contract, the payment of accounts, the financial condition of the Contractor, and the status of any loan with Contractor. STEWART TITLE is further authorized to make abstracts or copies of any such materials for the confidential use of STEWART TITLE.
In the event that STEWART TITLE is required or deems it necessary to reserve from its assets an amount to cover any mechanic's and materialmen's liens filed upon the Property insured by STEWART TITLE, the Contractor covenants and agrees to deposit with STEWART TITLE, in current funds and immediately upon demand, an amount sufficient to cover such reserve and such additional amounts as may be necessary to cover any increases therein to be held by STEWART TITLE as collateral security for this agreement. All collateral security held by or assigned to STEWART TITLE may be used by STEWART TITLE at any time in payment of any claim, loss or expense, which the Contractor has agreed to pay hereby.
Contractor agrees to cause to be defended within ten (10) days of demand any and all actions to foreclose mechanic's and materialmen's liens which may be brought against any person insured by STEWART TITLE under such policy(ies) of title insurance at its own cost and expense and to pay within ten (10) days of its rendering any final judgment for the foreclosure of mechanic's and materialmen's liens which may be brought against any person insured by STEWART TITLE.
STEWART TITLE shall have the right to select counsel retained to defend any such action to enforce such a mechanic's and materialmen's lien or to approve any counsel selected by Contractor for such purpose. Any fees incurred by said counsel shall be the responsibility of Contractor.
Notwithstanding any of the above, STEWART TITLE may at any time after a lien has been of record for a period of thirty (30) days which lien purports to encumber any interest in the Property insured by STEWART TITLE, require Contractor, upon ten (10) days written notice to record a statutory release of lien bond or surety bond or to otherwise release the Property from any such mechanic's and materialmen's lien.
In the event Contractor fails to comply with any of the terms of this agreement, STEWART TITLE may, at the expense of Contractor, litigate, adjust, settle or compromise any claim, demand, suit or judgment relating to said mechanic's and materialmen's lien and Contractor shall pay to STEWART TITLE the amount of any disbursements made by STEWART TITLE in good faith under the belief that it was or might be liable for the sum or amounts so expended or that it was necessary or expedient to make such disbursement whether or not any liability, necessity or expediency existed.
The Contractor hereby subordinates any mechanic's and materialmen's lien it may have or hereafter acquire against the Property in connection with the construction of said work of improvement to any interest or mortgage lien insured by STEWART TITLE which insurance provides protection against loss by reason of such mechanic's and materialmen's lien. Contractor further agrees to execute any additional documents which may be reasonably required by STEWART TITLE to effectuate the provisions of this paragraph.
The covenants and agreements contained herein shall inure to and be binding upon the Contractor's, heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, Contractor has executed this agreement on this the _____ day of ________________, ______.
COUNTY OF ______________
Before me, ______________________________, a Notary Public in and for the state and county aforesaid, personally appeared ______________________ , with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself/herself to be the _________________ of ____________
_________________ , the within named bargainor, a ____________________________
_________________ and that (s)he, as such ______________________ executed the foregoing instrument for the purposes herein contained, by signing the name of the ______________________________ by himself/herself as _____________________________.
Witness my hand and seal at office in ______________ , Tennessee , on this the ________ say of ________________, ______.
My Commission expires: _____________
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