OH-104 (Partnership/LLC - Permitted Transfer “Fairway”) Revised - October 2004, January 2006, June 2018

PARTNERSHIP/LLC – PERMITTED TRANSFER ENDORSEMENT “FAIRWAY”

Attached to Policy No. _________________

Issued by

STEWART TITLE GUARANTY COMPANY

            The Company hereby agrees with the insured that, in the event of loss or damage insured against under this Policy, the Company shall not deny liability under this Policy to the insured on the ground that after the Date of Policy a dissolution or termination of the insured partnership or limited liability company (“LLC”) has occurred due to the transfer of all or any part of the partnership or LLC interests of:

(i) any one or more of the general partners/members of the insured to a Designated Transferee; or

(ii) any one or more of the limited partner(s)/member(s) of the insured; or

(iii) any one or more of the limited partner’s/member’s interest to the current general partner(s) or member(s) or a Designated Transferee (hereafter called “Permitted Transfers”); and

(iv) provided the Insured remains the titleholder and no new, replacement partnership or LLC is explicitly formed.

The Company hereby agrees that it shall remain liable to any successor of the named insured resulting from any such Permitted Transfer, in accordance with all of the terms and provisions of this Policy, notwithstanding any such transfer of partnership or LLC interests or admission of new or substituted general or limited partner(s) or member(s).  The benefits of the insurance coverage provided for herein shall be limited to the Date of Policy and shall be limited to the Date of Policy and shall be subject to the Exclusions from Coverage, the Schedules and Conditions of the Policy, and any rights or defenses the Company would have had against the named insured or its constituent partners or members before or after any withdrawal or substitution thereof.  A Designated Transferee shall be a new or substituted general or limited partner(s) or member(s) or ____________________________________ (insert name of specific party if requested).

This Endorsement should not be construed as providing any insurance (a) as to matters attaching or created after Date of Policy; or (b) as to the status of the insured after any Permitted Transfer.

This endorsement is issued as part of the policy.  Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend to the Date of Policy, or (iv) increase the Amount of Insurance.  To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.  Otherwise, this endorsement is subject to all of the terms and provisions of the policy and prior endorsements.

[Witness clause optional]

                                                                                           STEWART TITLE GUARANTY COMPANY

                                                                                           BY: ________________________________