CHICAGO TITLE INSURANCE COMPANY ISSUING AGENCY CONTRACT NON - EXCLUSIVE This Issuing Agency Contract (“Contract”) is made and entered into this day of by and between CHICAGO TITLE INSURANCE COMPANY ("Principal"), and (Agent"). In consideration of the promises and the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Principal and Agent agree as follows. The Rider and Amendment No. 1 to the Contract are attached and incorporated herein. 1.

Appointment of Agent. Principal hereby appoints Agent as a policy issuing agent of Principal for the sole purpose of issuing title insurance commitments and policies approved by Principal and by all required regulatory agencies, now in existence or hereafter developed, relating to real property located in the counties of Cook, DeKalb, DuPage, Grundy, Kane, Kendall, Lake, McHenry and Will (“geographic area”) in the State of Illinois in accordance with the terms of this Contract. During the term of this Contract: A. B.

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Agent shall have the right to issue title insurance commitments, policies and endorsements of any title insurance company in the geographic area. Principal or its affiliates and subsidiaries shall have, and do retain, the right to appoint other agents in the geographic area.

Term of Contract. The term of this Contract shall commence on and may be terminated by either party giving notice to the other pursuant to the terms of Paragraph 15 herein.

3. Limitations on Agent's Authority. Agent shall not, without written approval of Principal: A. Commit Principal to a risk in excess of $1,000,000.00 per policy issued. B. Commit Principal to a risk which Principal has by rules determined to be an extraordinary or extrahazardous risk or which Agent knows to be based upon a disputed title. C. Alter the printed language of any forms furnished by Principal except in cases authorized by Principal. D. Adjust any claim for loss for which Principal may become liable. E. Accept service of process on Principal. F. Incur bills or debts chargeable to Principal. G. Adjust or otherwise settle or attempt to settle any claim for loss for which Principal may become liable or engage counsel to represent Principal or the insured. H. Commit Principal to a risk or handle loan closing disbursements on a transaction in which the Agent or its shareholders/owners has an interest. I. Issue any title assurance for an amount less than the market value of the real property, or the estate or interest insured, or for less than the amount of the indebtedness in the case of a lender's policy. J. Issue any title assurance affecting oil, gas, mineral or other hydro-carbon or thermal interest, separate and apart from the Fee or Leasehold estate in the land. K. Charge a premium other than one approved by Principal, exclusive of any special work charges. L. Process title orders involving land acquisition for commercial new construction.

SF TAW 062000 REV032007, 042006 N

4. Duties of Agent. Agent shall: A. Receive and process applications for title insurance in a timely, prudent and ethical manner with due regard to recognized title insurance underwriting practices and in accordance with the rules and instructions of Principal. B. Supply at Agent's expense office space and qualified personnel for the handling of business under this Contract. C. Comply with and operate Agent's business in accordance with all applicable federal, state and municipal ordinances, statutes, rules and regulations. D. Conduct all its business in a safe and prudent manner. E. Upon request of Principal, Agent agrees to notify its errors and omissions insurance carrier of any claim for which Agent may be liable to Principal. F. Execute an Agent Service Agreement with Principal for the purchase of title searches and related services. 5. Duties of Principal. Principal shall: A. Furnish Agent forms of commitments, policies, endorsements and other forms required for transacting Agent’s title insurance business. B. Furnish to Agent guidelines and instructions for transacting Agent’s title insurance business. C. Determine all risk assumption questions submitted by Agent. D. Arrange for reinsurance where required, to the extent such reinsurance is available. 6.

Rates and Remittances. Attached hereto as a Rider and made a part hereof is a Schedule of Rates and Remittances. Principal may change or revise said rates from time to time on due notice to Agent. Agent shall report and remit to Principal as required by the Rider to this Contract.

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Additional Premium. Only Principal shall be entitled to any additional premium charged by either Principal or Agent for extra hazardous risks.

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Liability of Agent. Agent shall be liable to and agrees to indemnify and to save harmless Principal for all attorney's fees, court costs, expenses and loss or aggregate of losses resulting from: A. Failure of Agent to comply with the terms and conditions of this Contract or with the rules, regulations or instructions given to Agent by Principal. B. The issuance of title assurances which contain errors or omissions, caused by employee's abstracting, examination of title, including but not limited to examination of surveys, or failure of any title assurance to accurately reflect the correct description of the real property involved or record title thereto, so long as said error in the description is discoverable by an accurate search of the public records, except for errors and omissions in either the starter file or search information provided to Agent by Principal. Principal shall indemnify and hold Agent harmless for any loss or expense arising from a claim resulting from errors and omissions in either the starter file or search information provided to Agent by Principal. C. The issuance of title assurances which contain errors or omissions, that were disclosed by the application, the examiner's report, or which were known to Agent, or in the exercise of due diligence should have been known to Agent. D. A title assurance insuring a mechanic's lien risk or an extra hazardous risk not approved in writing by Principal. E. Fraud, dishonesty or defalcation committed by Agent, or its employees, officers, directors or agents. F. Any act, or failure to act, of Agent, or its employees, officers, directors or agents which result in Principal being liable for bad faith, unfair claim practice or punitive damages. G. Allegations, against either Principal or Agent, by reason of the activities of Agent, or its employees, officers, directors or agents, of fraud, conspiracy, or failure to comply with any Federal or State Law or regulation, including securities laws.

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Insurance. Agent shall immediately obtain and keep in full force during the term of this Contract: A. A Title Insurance Agent's Errors and Omissions Policy with opinion of title coverage with a company acceptable to Principal in a sum of not less than $500,000.00 per claim and $1,000,000.00 aggregate with a deductible provision of no more than $10,000.00 per loss; and B. Agent agrees to furnish Principal with a copy of said policies and any other evidence that Principal may deem necessary evidence of compliance with this provision.

10. Examination of Records. Agent agrees to provide access for examination to Principal at any reasonable time or times to all files, books and accounts and other records of Agent relating to the business carried on hereunder and to the closing of transactions committed to the issuance of Principal's policies of insurance. Such right of examination may also be exercised after termination of this Contract. 12. Advertising. Agent agrees that it will not use the name Chicago Title Insurance Company in any of its advertising without the prior written approval of Principal. 13. Claims. A. Agent shall promptly notify Principal in writing of any claim or threatened claim under any title assurance issued hereunder but in no event more than three (3) business days from first notice. B. Agent agrees that Principal shall be fully authorized and empowered in its absolute discretion, to defend, settle, compromise or dispose of any claim for which any party to this Contract may be liable. Unless specifically authorized in writing, Agent shall have no right to defend, deny, settle, compromise or dispose of any claim against Principal. Agent agrees to cooperate with Principal in the handling of any claim made under or in connection with any title assurance issued hereunder, and to assist in the settlement or disposition of any such claim whenever requested by Principal, all at no charge or cost to Principal. Regarding any claim or threatened claim, Agent agrees to keep Principal fully advised and promptly forward to Principal all relevant communications, reports, statements, pleadings, and other writings or instruments. Agent shall remit to Principal, within ten (10) days after demand, any funds required to settle, compromise or satisfy any claim for which the Agent is responsible hereunder. C. Notice required in this paragraph will be given to Chicago Title Insurance Company, Claims Department, 171 North Clark Street, Chicago, Illinois, 60601-3294 or such other place as Principal may designate in writing. 14. Assignment. This Contract is not assignable except upon written consent of the parties hereto. This Contract is, however, binding on and inures to the benefit of any corporate successor of Principal. 15. Termination of Contract. A. Either party hereto may cancel this Contract by giving to the other party thirty (30) days written notice by registered or certified mail of intent to cancel. Such written notice to Principal shall be addressed to the regional office of Principal as stated in Paragraph 18 below. Such written notice to Agent shall be sent to the last known business address of the Agent. In the event of a material breach of this Contract by either party hereto, the non-breaching party may terminate immediately by giving notice in the manner set forth in this paragraph. Material breach on the part of the Agent shall include material deviation from the guidelines and instructions of Principal furnished to Agent. B. Upon termination of this Contract, Agent shall immediately furnish to Principal a true correct and complete accounting of all remittances due hereunder, all orders involving Principal’s title assurances which have not closed, all orders involving Principal’s title assurances which have closed but for which no policy has been issued, and all commitments, policies, endorsements and other title assurances of Principal which have been issued but not reported to Principal. Agent shall also provide Principal access to all forms and all files relating to commitments, policies and other title assurances of Principal. Agent shall promptly make an accounting of and deliver to Principal all unused title insurance forms, manuals, advertising, promotional materials, other supplies exhibiting Principal’s name or any variation thereof and all other supplies furnished by Principal to Agent, except those which Principal authorized Agent to retain for purposes of completing pending transactions. 3

16. Non-Waiver by Principal. The failure of Principal to enforce strictly the performance by Agent of any provision of this Contract or to exercise any right or remedy following from Agent's breach of any condition or the acceptance by Principal of any payment, remittance or other performance during Agent's failure to perform or during Agent's breach shall not be a waiver by Principal of its rights under the Contract as written and shall not be construed to be an amendment or modification of this Contract as written. 17. Choice of Law. This Contract shall be construed in accordance with the laws of the State of Illinois. Agent hereby consents to and submits to the jurisdiction of any court (Federal or State) having a situs in the State of Illinois for purposes of adjudicating any and all disputes and claims arising out of or relating to this Contract. 18. Notice. Notices to be given or submitted by either party to the other pursuant to this Contract shall be sent by prepaid certified mail, return receipt requested, and shall be deemed given when received by the party to whom it is addressed. Until advised otherwise, all notices given hereunder shall be addressed as follows: Principal:

CHICAGO TITLE INSURANCE COMPANY 171 North Clark Street Chicago, IL 60601-3294 Attention: H. Stat Geer, Executive Vice President & Division Manager Copy to: Kathleen Carmody, Metro Agency Manager

Agent:

19. Court Costs. If either party shall institute any action against the other party for breach of this Contract, the unsuccessful party shall pay court costs and reasonable attorney's fees to the successful party. 20.

Other Contracts Void. It is expressly understood and agreed by and between the parties hereto that this Contract and Riders, if any, attached hereto and made a part hereof, set forth all the promises, agreements, conditions and understandings between Principal and Agent and that there are no promises, agreements, conditions or understandings either oral or written, between them other than as are herein set forth, except for the promises, agreements, conditions and understandings contained in the Agent Service Agreement referred to in Paragraph 4F between Principal and Agent.

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Confidentiality. Agent shall keep confidential the terms and provisions of this Contract and shall not disclose any of these terms and provisions to a third party without the prior written consent of Principal. Any violation of this provision will be considered a material breach of this Contract.

IN WITNESS WHEREOF, this Contract is executed this day of. PRINCIPAL: CHICAGO TITLE INSURANCE COMPANY By: _______________________________________________ Michael J. Nolan, Senior Vice President & Regional Manager

AGENT: By: _______________________________________________

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The following Rider and Amendment No. 1 are attached and made a part of the Contract dated between CHICAGO TITLE INSURANCE COMPANY (“Principal”) and (“Agent”).

RIDER TO ISSUING AGENCY CONTRACT SCHEDULE OF RATES AND REMITTANCES RATES 1. Attached as Exhibit "A" is the schedule of rates for the area covered by this Contract. Principal reserves the right to amend this Schedule, at its discretion. Agent shall be given thirty (30) days written notice prior to the effective date of any changes or modifications to said rates. If the effective date provides less than a thirty (30) day notice, Principal shall notify Agent immediately. 2.

Principal will quote special rates on request for special or unusual situations.

3. For extraordinary or extra-hazardous risks and for extensions of policy coverage, Principal reserves the right to set and determine the charge. REMITTANCES 4. A. For each commitment, owners policy and endorsement of Principal issued by Agent pursuant to this Contract, Agent shall report and remit to Principal 20% (twenty percent) of the of the full rates set forth in Paragraph 1 of this Rider. B. Agent shall remit to Principal 20% (twenty percent) of the full rates set forth in paragraph 1 of this Rider for the simultaneous issued loan policy. In the event there is more than one simultaneous issued loan policy per transaction, Agent shall remit to Principal 100% (one hundred percent) of the premium of all such subsequent policies. C. Agent is not required to remit to Principal any premium collected on the following endorsements issued on loan policies: i. ii. iii. iv. v. vi. vii.

Location Endorsement ALTA Condominium Endorsement ARML Endorsement 1 Revolving Credit Mortgage Endorsement EPA Endorsement PUD Endorsement Balloon Endorsement

D. For all other endorsements, the division of premium shall be negotiated between Principal and Agent with the final determination to rest solely with Principal. Agent shall remit to Principal the negotiated amount. 5. For charges made pursuant to Paragraphs 2 and 3 of this Rider, Agent shall remit an amount as shall be agreed upon between Principal and Agent. 6. Where Principal purchases reinsurance or excess coinsurance, a decision which rests solely with Principal, the division of the rates as herein provided shall be computed on the net amount remaining after deducting the costs thereof. Agent shall remit to Principal the cost of such reinsurance or coinsurance.

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7. All payments as required hereunder shall be made and directed to Principal accompanied by copies of the associated forms and/or reporting forms. The policy reporting information shall be mailed or delivered to Principal by the 25th of each month at the following address: Chicago Metro Agency Department, 171 North Clark Street, 08CA, Chicago, Illinois 60601, no later than sixty (60) days following the Effective Date, as hereinafter defined, of the policy, or commitment. The Effective Date of the policy shall be the policy date set forth in Schedule A of the title insurance policy. COMPENSATION 8. Principal's compensation shall be the amount required to be remitted hereunder by Agent. Agent's compensation shall be the rates and charges herein required to be collected, less the amount remitted to Principal.

AMENDMENT NO. 1 TO ISSUING AGENCY CONTRACT This Amendment No. 1 is made in order to amend and modify the existing terms, conditions and provisions of the Contract. NOW THEREFORE, in consideration of the mutual promise expressed herein and such other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows: A. Escrow Funds Agent shall not act in a fiduciary capacity by holding and disbursing escrow funds in conjunction with title assurances underwritten by Principal. Principal shall be the exclusive provider of escrow closing services on title assurances underwritten by Principal pursuant to an Agent Service Agreement (“Agreement”) referred to in Paragraph 4F of the Contract between the parties. B. Remittance Fees and Policy Reporting 1.

Agent shall pay the policy remittance fee to Principal at the time of disbursement of lender’s agency escrow closing funds, and Principal shall prepare the necessary forms for reporting policies to Principal’s Agency Accounting Department as provided in the aforementioned Agreement.

2. The provisions in Paragraph 7 of the Rider to the Contract regarding policy reporting and remittance fees are not applicable as long as Principal provides the lenders agency escrow closing services and policy reporting services as provided in the Agreement. In the event that there is a conflict between the terms, provisions and conditions of this Amendment and the Contract, the terms, provisions and conditions of this Amendment shall control. All the terms, provisions and conditions of the Contract not amended or modified hereby shall remain in full force and effect.

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