TX Indemnity Agreement 1

INDEMNITY AGREEMENT 1 - (TEXAS)

This indemnification is made and given by:

referred to herein as "Indemnitor" (whether one or more) for the benefit of ___________________________ and/or ___________________________ and their Insureds hereinafter "Stewart". Indemnitor agrees that as to those transactions, present and future, that are covered by this agreement, the obligations of the Indemnitor may hereunder continue at a time when Indemnitor no longer has any direct financial or ownership interest in the land herein referred to.

1. Indemnitor has or will have interests in land(s) on which Indemnitor will construct or cause to be constructed certain improvements. Indemnitor will, from time to time, sell the land(s), together with the improvements thereon.

Indemnitor desires the issuance by Stewart from time to time of policies of title insurance, endorsements, commitments, binders and guarantees ("title assurances") covering said land and insuring purchasers against loss which may be sustained by reason of mechanic's liens claims or liens, or actions to enforce said liens; or insuring holders of mortgages or deeds of trust against loss by reason of the priority of any such mechanic's liens over said mortgages or deeds of trust.

2. As used in this agreement, the term "land" shall include all real estate, real property interest and improvements which by law constitute real property in which the Indemnitor is now, or may hereafter become, the owner, the contractor for the work performed or legally responsible for the payment of said liens. Indemnitor understands that no specific reference to this agreement in any title assurances shall be necessary or is contemplated and that it shall automatically apply to a title assurance which come within its terms.

3. To induce Stewart to issue title assurances in this manner hereinabove mentioned, Indemnitor promises and agrees to hold harmless, protect and indemnify Stewart from and against any and all liabilities, (whether or not Stewart has suffered actual loss), losses, damage, expenses and charges, including but not limited to attorney's fees and expenses of litigation, for which Stewart may or might become liable or sustain, arising out of or any way connected with any policy of title insurance any endorsement, any binders or any agreements insuring against or guaranteeing against liens arising from unpaid bills, for labor, services and/or material furnished to the land or any part thereof.

4. It is understood and agreed that the obligations of the Indemnitor hereunder shall not be limited to the title assurances initially issued on said land or portions thereof during the time when the Indemnitor has a direct financial or ownership interest therein, but shall also apply to title assurances subsequently issued on the same land, or portions thereof; and it is specifically understood by the Indemnitor that Stewart will be relying upon this agreement as continuing guarantee of the performance of Indemnitor's obligations with respect to said land in issuing any such further title assurances.

5. A. In the event that any mechanic's lien, liens or claims thereof ("liens'") arising out of such work or improvement shall be filed against said land, or any action shall be commenced to foreclose such lien, Indemnitor agrees, within twenty (20) days of such filing to:

(a) Cause a release of the lien to be filed in the County Clerk's Office; or

(b) Cause to be recorded with respect to any such lien a bond or bonds conforming to applicable state statutes; or

(c) Deposit with Stewart an amount equal to one and one-half (1-1/2) times the amount claimed including attorney's fee, interests and costs.

B. Should Indemnitor fail to comply with subparagraphs (a), (b) or (c) as set forth above, Stewart is authorized by Indemnitor, but not obligated to advance and pay such amounts as Stewart shall, in its absolute subjective discretion, determine to be necessary to procure release of such lien, or take such other action which shall otherwise be necessary for the protection of Stewart's insured and Stewart. Indemnitor agrees upon demand to reimburse Stewart for all amounts so advanced, together with the maximum rate of interest allowable by law.

6. It is specifically understood and agreed by Indemnitor that once such title assurance obligations have been undertaken by Stewart, no cancellation by Indemnitor can be effective as long as Stewart has any continuing obligation under such title assurances affecting said land..

7. Indemnitor understands that, as a continuing guarantee, as well as a direct indemnification, Indemnitor authorizes Stewart without notice of demand, and without affecting the Indemnitor's liability hereunder, from time to time, (a) to renew, compromise, extend, accelerate or otherwise change the time or terms of payment of any obligation which shall be so guaranteed hereunder; (b) to take security for the payment of this agreement and to exchange, enforce, waive and release any such security; (c) to apply such security and direct the order of manner of sale thereof as Stewart may in its discretion determine; and (d) release or substitute any one or more of the Indemnitors (if more than one hereunder). In addition, Indemnitor waives any right to require Stewart (a) to proceed against any person; (b) to proceed against or exhaust any security held by Stewart; or (c) to pursue any other remedy whatsoever. Indemnitor specifically waives all presentments, demands for performance, notices of non-performance, and notice of acceptance of this guarantee and indemnity.

8. Indemnitor hereby agrees that Stewart shall have and is granted the right, at any reasonable time, to examine the books, accounts, and records of Indemnitor, pertaining to such works or improvement.

9. In the event any provision of this agreement shall be invalid or enforceable by any court having jurisdiction, such provision shall be deemed severable and shall not effect the validity of any other provisions or the balance hereof.

10. The failure of Stewart from time to time to demand the performance of any act which it might require of Indemnitor hereunder shall not be construed as a waiver of the right to enforce such performance at a later time upon appropriate demand.

11. A. In the event of suit regarding any of the terms of this Agreement of performance or non-performance thereof, the parties agree that venue shall be in the District Court in the County where the land is located and said Court shall have original jurisdiction for trial. The laws of the State of Texas shall govern any suit. By signature hereto Indemnitor appoints the Clerk of said Court as his agent to receive service of process and further consents to jurisdiction of said Court over him.

B. In the event of an action to enforce the terms of this Agreement, the parties hereto authorize and agree that the Court in its discretion shall award reasonable attorneys' fees to the party prevailing therein and that attorneys' fees and any other costs of collection shall be added to the amount of any lien claimed by Stewart.

12. Indemnitor understands and agrees that Stewart is not obligated to issue any title assurances at any time, although requested to do so by Indemnitor, and may exercise its own discretion as to the issue of any title assurances now or in the future. However, once Stewart has issued the title assurance, Indemnitor agrees that such assurance will be in specific reliance upon this indemnification and guarantee given by the Indemnitor, and Indemnitor shall be obligated whether or not Indemnitor has specifically requested the issuance of said title assurances.

13. All written notices permitted or required to be given under this agreement may be personally delivered to each of the parties thereto, or mailed to each party by Registered United States Mail or Certified United States Mail, and shall be considered duly mailed when addressed with postage prepaid as follows:

To Stewart:

Mr. John L. Killea, Chief Legal Officer

Stewart Title Guaranty Company

1980 Post Oak Boulevard

Houston, Texas 77056

To Agent:

___________________________

___________________________

___________________________

___________________________

___________________________

To Indemnitor:

___________________________

___________________________

___________________________

___________________________

___________________________

Either party may give written notice to the other, as aforesaid, change of address to which notices are to be sent.

14. A. The parties acknowledge that Stewart may be asked to provide title assurances pursuant to this Agreement wherein legal title to the subject real property and improvements may be vested in a corporation, partnership, joint venture or other form of ownership other than individuals. It is the intention of the parties hereof that any person signing this Agreement individually and not in a representative capacity shall be unconditionally and personally bound by the terms hereof with full personal recourse against such individual.

B. Where any one or more of Indemnitors are corporations or partnerships or joint ventures it is not necessary for Stewart to inquire into the authority or powers of Indemnitors or the officers, directors, partners or agents acting or purporting to act on their behalf.

C. The obligations hereunder are joint and several and unconditional and shall continue whether or not the undersigned titleholders or individuals have any interest in the entity which presently owns the real property or in the real property itself at the time a claim hereunder may be made by Stewart.

15. This Agreement, consisting of five (5) typewritten pages including this page shall benefit and bind the parties hereto and their respective successors, assigns and, in the case of individual Indemnitors, their heirs and personal representatives. This Agreement may not be amended or modified without the written Endorsement thereof of Stewart.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective this _____ day of __________, 20___.

Indemnitor: ___________________________

by: ___________________________________

its: ___________________________________

by: Typed Name Individually

by: Typed Name Individually