STG Re-characterization Endorsement (Indiana Modified) (E-2539)

THIS ENDORSEMENT MAY NOT BE ISSUED WITHOUT APPROVAL FROM STEWART TITLE GUARANTY UNDERWRITING PERSONNEL

STG Recharacterization

Indiana Modified

ENDORSEMENT

ATTACHED TO POLICY SERIAL NUMBER__________________

ISSUED BY

STEWART TITLE GUARANTY COMPANY

File No.

The Company hereby insures the Insured against loss or damage and defense costs that may be sustained by the Insured by reason of a final, non-appealable decree entered by a court of competent jurisdiction finding that the interest of the Insured as created by the Sale/Leaseback Transaction documents is something other than the interest described in Paragraph 3 of Schedule "A" of this policy (the Recharacterization Claim).

The obligation of the Company to pay loss or damage or defense costs shall not apply if:

a. a Court, arbitrator, or other competent tribunal renders a final, non-appealable decision that the estate or interest of the Insured which is insured in Schedule "A" of this policy shall or should be recharacterized as something other than the interest described in Paragraph 3 of Schedule "A" of this Policy, based on the interpretation by the Court, arbitrator or tribunal of the intent of the parties to the documents utilized in the Sale/Leaseback Transaction; or,

b. a Court, arbitrator, or other competent tribunal renders a final, non-appealable decision that the estate or interest insured in Schedule "A": of this Policy shall or should be recharacterized as something other than the interest described in Paragraph 3 of Schedule "A" of this Policy because of the actions of the Insured, or any agreements entered into by the Insured which are not disclosed to the Company by the Insured at or prior to the Date of Policy, which are inconsistent with the terms of the documents utilized in the Sale/Leaseback Transaction.

This endorsement is made a part of the Policy and is subject to all of the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof.

Signed under seal for the Company, but this Endorsement is to be valid only when it bears an authorized countersignature.