VA Indemnity Agreement 1 1995

INDEMNITY AGREEMENT 1 - VIRGINIA

This Indemnification is made and given by:

referred to herein as "Indemnitor" (whether one or more), for the benefit of Stewart Title Guaranty Company, hereafter sometimes referred to as "the Company". Indemnitor agrees that as to those transactions, present and future, that are covered by this agreement, the obligations of the Indemnitor herein may 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 interest in certain works of improvement which have been or will be commenced upon land described as follows:

Because of its interest in said land and improvements, Indemnitor desires the issuance by Stewart Title Guaranty Company from time to time of policies of title insurance, endorsements, commitments, binders and guarantees ("title assurances") covering said land and insuring against loss which may be sustained by reason of mechanic's liens, claims of liens, or actions to enforce said liens, without showing said claims, liens and actions as exceptions to title; 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. Indemnitor understands and agrees that the Company will make full disclosure of all said claims, liens and actions to the proposed insured.

2. As used in this agreement, the term "land" shall include all real estate, real property interests and improvements which by law constitute real property in which the Indemnitor is now, or may hereafter become, the owner of the estate or interest insured, 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 any title assurances which come within its terms.

3. To induce Stewart Title Guaranty Company to issue assurances in the manner hereinabove mentioned, Indemnitor promises and agrees to hold harmless, protect and indemnify Stewart Title Guaranty Company, its agents and assigns, from and against any and all liabilities, (whether or not said Stewart Title Guaranty Company, its agents or assigns, have suffered actual loss), losses, damages, expenses and charges, including but not limited to attorney's fees and expenses of litigation for which said parties or any of them may or might become liable or sustain arising out of or in 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 or material furnished to the above described property or any part thereof.

4. Indemnitor understands and agrees that Stewart Title Guaranty Company's issuance of such title assurance in the manner desired by Indemnitor may make it necessary for the Company to issue additional other title assurance covering said land, without showing such mechanic's liens or actions. Therefore, 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 hereof; and it is specifically understood by the Indemnitor that the Company will be relying upon this agreement as a continuing guarantee of the performance of Indemnitor's obligation 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 Recorder's Office; or

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

(c) Deposit with the Company or its nominee an amount equal to one and one-half (1-1/2) times the amount claimed including attorney's fees, interest and costs, and execute such escrow agreement as shall be designated by the Company.

B. Should Indemnitor fail to comply with subparagraphs (a), (b), or (c) as set forth above, Stewart Title Guaranty Company is authorized by Indemnitor, but not obligated, to advance and pay such amounts as the Company 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 the Company; and the Insured Indemnitor agrees upon demand to reimburse the Company for all amounts so advanced, together with the maximum rate of interest allowable by law.

C. To the extent that the Company shall put out any sum of money on account of this agreement, Stewart Title Guaranty Company shall have the right of subrogation against the Indemnitor and his rights in said property; and further, as an additional remedy, Stewart Title Guaranty Company shall have a lien on said property for any sum of money paid by the Company pursuant to this agreement. This lien shall be subordinate in priority only to those liens of record in the county where said real property is located at the time the Company records its statement of lien. The Company shall have the right to bid on said property at a foreclosure sale and to acquire, hold, lease, mortgage and convey the same. A suit to recover a money judgment on any sums of money paid by the Company on account of this agreement may be maintainable without foreclosure or waiving the lien securing the same.

6. It is specifically understood and agreed by Indemnitor that, once such title assurance obligations have been undertaken by the Company, no cancellation by Indemnitor shall be effective so long as the Company 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 Title Guaranty Company 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 the Company 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 the Company (a) to proceed against any person; (b) to proceed against or exhaust any security held by or for the Company 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 the Company 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 held invalid or unenforceable by any court having jurisdiction, such provision shall be deemed severable and shall not affect the validity of any other provisions or the balance hereof.

10. The failure of the Company 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 or performance or non-performance thereof, the parties agree that venue shall be in the Circuit Court in the County where the real property is located and said court shall have original jurisdiction for trial. The laws of the State of Virginia 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 any action to enforce the terms of this Agreement, the parties hereto authorize and agree that the Court in its discretion may award reasonable attorneys' fees to the party prevailing therein and that attorney's fees and other costs of collection shall be added to the amount of any lien claimed by Stewart Title Guaranty Company.

12. Indemnitor understands and agrees that the Company 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 issuance of any title assurances now or in the future. However, once the Company has issued 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 TITLE GUARANTY COMPANY

P.O. Box 2029

Houston, Texas 77252-2029

with a copy to:

STEWART TITLE GUARANTY COMPANY

10505 Judicial Drive, Suite 300

Fairfax, Virginia 22030

Attn: Claims Department

To Indemnitor: ____________________________

____________________________

____________________________

____________________________

____________________________

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

14. A. The Parties acknowledge that Stewart Title Guaranty Company 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 hereto that any person signing this Agreement individually and not in a representative capacity shall be unconditionally and personally bound by the terms hereof and subject to full personal recourse against such individual.

B. 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 the Company.

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 of Stewart Title Guaranty Company.

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

Titleholder: ___________________________________

By: ___________________________________

Its: ___________________________________

Guarantors: ___________________________________

By: ___________________________________

Its: ___________________________________

General Contractor: _____________________________________

(if applicable)

By: ____________________________________

Its: ____________________________________