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Endorsement 16-06
Mezzanine Financing
Adopted 06-17-06

ENDORSEMENT
Attached to Policy No. __________
Issued by
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY

SAMPLE
1. The Mezzanine Lender is: _____________________________________________________ and each successor in ownership
of its loan (“Mezzanine Loan”) reserving, however, all rights and defenses as to any successor that the Company would have had against the
Mezzanine Lender, unless the successor acquired the indebtedness as a purchaser for value without Knowledge of the asserted defect, lien,
encumbrance, adverse claim, or other matter insured against by this policy as affecting Title.

2. The Insured
a. assigns to the Mezzanine Lender the right to receive any amounts otherwise payable to the Insured under this policy, not to exceed the
outstanding indebtedness under the Mezzanine Loan; and
b. agrees that no amendment of or endorsement to this policy can be made without the written consent of the Mezzanine Lender.

3. The Company does not waive any defenses that it may have against the Insured, except as expressly stated in this endorsement.

4. In the event of a loss under the policy, the Company agrees that it will not assert the provisions of Exclusions from Coverage 3(a), (b) or (e) to refuse
payment to the Mezzanine Lender solely by reason of the action or inaction or Knowledge, as of Date of Policy, of the Insured, provided
a. the Mezzanine Lender had no Knowledge of the defect, lien, encumbrance or other matter creating or causing loss on Date of Policy.
b. this limitation on the application of Exclusions from Coverage 3(a), (b) and (e) shall
i. apply whether or not the Mezzanine Lender has acquired an interest (direct or indirect) in the Insured either on or after Date of Policy, and
ii. benefit the Mezzanine Lender only without benefiting any other individual or entity that holds an interest (direct or indirect) in the Insured
or the Land.

5. In the event of a loss under the Policy, the Company also agrees that it will not deny liability to the Mezzanine Lender on the ground that any or all of
the ownership interests (direct or indirect) in the Insured have been transferred to or acquired by the Mezzanine Lender, either on or after the Date
of Policy.

6. The Mezzanine Lender acknowledges
a. that the Amount of Insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to
which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is hereafter executed by an
Insured and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment under this policy; and
b. that the Company shall have the right to insure mortgages or other conveyances of an interest in the Land, without the consent of the
Mezzanine Lender.

7. If the Insured, the Mezzanine Lender or others have conflicting claims to all or part of the loss payable under the Policy, the Company may interplead
the amount of the loss into Court. The Insured and the Mezzanine Lender shall be jointly and severally liable for the Company’s reasonable cost for
the interpleader and subsequent proceedings, including attorneys’ fees. The Company shall be entitled to payment of the sums for which the Insured
and Mezzanine Lender are liable under the preceding sentence from the funds deposited into Court, and it may apply to the Court for their payment.

8. Whenever the Company has settled a claim and paid the Mezzanine Lender pursuant to this endorsement, the Company shall be subrogated and
entitled to all rights and remedies that the Mezzanine Lender may have against any person or property arising from the Mezzanine Loan. However, the
Company agrees with the Mezzanine Lender that it shall only exercise these rights, or any right of the Company to indemnification, against the
Insured, the Mezzanine Loan borrower, or any guarantors of the Mezzanine Loan after the Mezzanine Lender has recovered its principal, interest, and
costs of collection.

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