Contract for Sale of Commercial Real Estate

Table of Contents

Property Being Sold. . . 3
Purchase Price, Earnest Money, and Purchase Money Mortgage. . . 3
Purchaser's Mortgage Contingency. . . 4
Title Insurance and Condition of Title. . . 4
Inspection, Due Diligence, and Termination. . . 5
Continuing Mortgage
Seller's Covenants. . . 6
Seller's Warranties. . . 7
New Leases. . . 8
Building Inspections and Violations. . . 10
Damage, Destruction, and Condemnation. . . 11
Closing; Option for Escrow. . . 11
Seller's Closing Obligations. . . 12
Purchaser's Closing Obligations. . . 14
Prorations, Closing Adjustments and Form of Payment. . . 14
Post-Closing Adjustments. . . 16
Termination and Default. . . 16
Notices. . . 17
Broker. . . 18
Survival of Obligations: Limitation Periods. . . 18
Miscellaneous. . . 18
Definitions. . . 19

Schedules
A - Description of Land (section 1.01)
B - Permitted Exceptions (section 4.02)
C - Purchase Price, Deposits and Continuing Mortgages
D - Miscellaneous
E - Provisions for Purchase Money Mortgage (section 2.03)
F - Leases, Tenancies and Rent Roll (section 8.03)
G - Personal Property (section 8.04)
H - Insurance (section 8.05)
I - Employees (section 8.06)
J - Service Contracts (section 8.07)
K - Permits and Licenses (section 8.08)
L - Additional Matters

I. Seller's name and address
II. Purchaser's name and address
III. Street address of the Real Estate
IV. Purchase Price $
V. Earnest Money $
VI. Party to hold Earnest Money
VII. Title Insurer
VIII. Mortgage contingency; amount at least $
IX. Continuing Mortgage

(a) amount $____________________
(b) interest rate _____%
(c) term ___________
X. Purchase Money Mortgage amount $_________________
XI. Anticipated closing date _________________, 19___
XII. Name and address of listing broker
XIII. Name and address of cooperating broker
XIV. Date of Execution of this Contract
XV. Place of Execution of this Contract

Purchaser
By_________________________
Title:_____________________

Seller
By:_________________________
Title:_____________________

The undersigned Holder acknowledges receipt of $________ as Earnest Money hereunder, and agrees to be bound by the provisions of this Contract, particularly section 2.02.

____________________________

Holder

By this Contract the parties hereto commit as follows:

Article 1. Property Being Sold
1.01 Property being Sold. Seller will sell to Purchaser and Purchaser will purchase from Seller, as provided in this Contract

(a) the parcel of land ("Land") that is described in Schedule A,
(b) all buildings and improvements (collectively, the "Building") situated on the Land,
(c) any appurtenances (including but not limited to riparian rights) to the Land and Building, and
(d) any right, title and interest of Seller in

(i) the fixtures and equipment attached or appurtenant to the Building and
(ii) any personal property described in Schedule G.

The items described in sub-sections (a) through (c) are collectively referred to herein as the "Real Estate" and the items described in sub-sections (a) through (d) are collectively referred to herein as the "Premises."

Article 2. Purchase Price, Earnest Money and Purchase Money Mortgage

2.01 Purchase Price. Purchaser will (at Closing and as described in section C-1) pay the Purchase Price that is specified at item IV.

2.02 Earnest Money. The Earnest Money, which is specified at item V, will be paid as described in section C-l and will be held (subject to section 12.02) by the party ("Holder") identified at item VI for the benefit of Purchaser and Seller.

a. Holder will hold any cash in a segregated interest-bearing bank account (or as otherwise specified in section C-2) until Closing or earlier termination of the Contract and will pay over or apply the cash and deliver any other deposits in accordance with the Contract.

b. Use of deposited funds.

i. If Closing occurs as scheduled, any cash that is so held will be paid by Holder to Seller, and any earnings thereon will be paid to Purchaser. Any deposit other than cash will be treated as cash unless otherwise specified in section C-3.

ii. If Closing does not occur as scheduled:

A. If a party directs Holder to deliver the Earnest Money, Holder will notify the other party of the direction. If Holder does not receive a written objection from the other party to the proposed delivery within ten business days after Holder gave such notice, Holder is authorized to deliver the deposit. If Holder receives an objection within the ten-day period or if for any other reason Holder in good faith elects not to deliver the deposit, Holder will continue to hold the deposit until otherwise directed by instructions from the parties or a final judgment of a court.

B. Any earnings on the Earnest Money will be paid to the party entitled to the Earnest Money, and the party receiving the earnings will pay any income tax thereon.

c.Identification. Seller's and Purchaser's taxpayer identification numbers are specified in sections D-l and D-2.

d.Succession. If Holder fails, refuses, or ceases to act, Purchaser and Seller will select a successor.2.03Purchase Money Mortgage. If an amount is specified at item X, Seller will accept a Purchase Money Note as evidence of Purchaser's obligation to pay that portion of the Purchase Price, and the provisions of Schedule E will apply.

Article 3. Purchaser's Mortgage Contingency

3.01 Application. If an amount is specified at item VIII, Purchaser will (promptly after this Contract is signed) use best efforts to obtain a first mortgage on the Premises in that amount and on the terms specified in section D-3.

3.02 Alternate Financing. If Purchaser is unable to obtain such commitment and gives notice thereof to Seller by the time specified in or determined pursuant to section D-3-j, Seller may within 21 days after the effective date of such notice by Purchaser (a) procure for Purchaser a firm commitment from an institutional lender for a first mortgage loan meeting such terms or (b) accept a Purchase Money Mortgage on such terms. If Seller does so within such additional 21-day time period, item VIII and section D-3 will no longer apply; otherwise this Contract will terminate and section 17.03 will apply.

3.03 A lender that makes any such loan is referred to herein as "Purchaser's Lender."

Article 4. Title Insurance and Condition of Title

4.01 Title Commitment. Promptly after the Execution Date Purchaser will apply (directly or through Purchaser's Lender) for issuance by Title Insurer of a commitment for an owner's title insurance policy.

a.The commitment is (i) to be in the amount of the Purchase Price, (ii) to include a zoning endorsement that insures Purchaser that the existing structures on, and the present use of, the Real Estate do not violate any zoning laws, regulations and ordinances, (iii) to include extended coverage over general exceptions, and (iv) to cover title to the Real Estate on or after the Date of Execution.

b.On receipt of the commitment Purchaser will promptly cause a copy of the commitment to be delivered to Seller's attorney. Seller will use best efforts to cause the commitment to conform to the condition of title specified in Section 4.02 by the earlier of (i) 63 days after Seller receives a copy of the commitment and (ii) the expiration date of any written loan commitment of Purchaser's Lender that was delivered to Purchaser prior to the scheduled date of Closing.

c.Seller will pay for the title insurance commitment and the resulting owner's title policy.

4.02 Condition of Title. Seller will use best efforts to convey, and Purchaser will accept if tendered, fee simple title to the Real Estate in accordance with the terms of this Contract, subject only to (a) the matters set forth in Schedule B ("Permitted Exceptions"), (b) matters that are insured against pursuant to section 15.04-b, and (c) any other matters as to which both (i) Title Insurer is willing, without additional premium, to insure by endorsement and (ii) Purchaser's Lender, if any, will accept, except that if such acceptance by Purchaser's Lender is unreasonably withheld or delayed, the acceptance will be deemed to have been given.

Article 5. Inspection, Due Diligence and Termination

5.01 Information Regarding the Premises. Within ten days from the Date of Execution Seller will make available to Purchaser for inspection and copying (a) the documents that fix all the terms of any Leases and of any Tenancies, (b) the documents that are referred to in sections 8.04, 8.06, 8.07 and 8.08, and (c) such building plans and specifications, and such operating statements and balance sheets for the current fiscal year and for the immediately preceding fiscal year, as are in the possession or control of Seller and relate to the Premises.

5.02 Inspection of the Premises. Within 35 days after the Date of Execution Purchaser may inspect the Premises and obtain soil tests and an environmental audit of the Premises, all subject to the rights of any tenants. Seller will use best efforts to obtain any necessary consents from tenants.

5.03 Purchaser's Election to Terminate. Purchaser may elect to terminate this Contract by notice to Seller at any time prior to five days after expiration of the time period that is provided for by section 5.02 if in Purchaser's absolute discretion, which is not subject to question or review for any reason, (a) the material that is described in section 5.01 has not been made available to Purchaser as called for by that section, (b) Purchaser has not been able to inspect the Premises and obtain soil tests and an environmental audit of the Premises, or (c) Purchaser is dissatisfied with any matters disclosed by such documents, inspection or tests. If Purchaser so elects to terminate this Contract, section 17.03 will apply.

5.04 Acceptance of the Premises. If Purchaser does not elect to terminate this Contract pursuant to section 5.03 and Purchaser is otherwise required to proceed hereunder, Seller will deliver (and Purchaser will accept) the Premises in substantially the same condition at closing as on the Date of Execution, except for ordinary wear and tear, and matters described in Article 11, but Purchaser will have the benefit of any representations and warranties by Seller relating to the Premises.

Article 6. Continuing Mortgage

6.01 Due-on-Sale Provision. If a Continuing Mortgage or a note secured thereby contains a Due-on-Sale Provision:

a.Seller will within ten days after the Date of Execution request the Mortgagee to consent to sale of the Premises pursuant to this Contract. Seller and Purchaser will furnish the Mortgagee with such information as may reasonably be required in connection with the request and will cooperate with each other and the Mortgagee in an effort expeditiously to procure such consent, but neither will be required to make any payment to obtain the consent.

b.If the Mortgagee fails or refuses to consent in writing on or before the date specified in section D-4, or requires as a condition of the consent that (i) consideration be paid to the Mortgagee and neither a Seller nor Purchaser is willing to pay the consideration, or (ii) the terms of the Continuing Mortgage be changed and Purchaser is unwilling to accept the change, then (A) Purchaser may terminate this Contract, and (B) if Seller is to hold a Purchase Money Mortgage, or if Seller has continuing personal liability under a Continuing Mortgage, Seller may terminate this Contract.

c.If this Contract is terminated pursuant to section 6.01-b, section 17.03 will apply.

6.02 Definitions:

a. A "Continuing Mortgage" is a mortgage that encumbered the Premises before the Date of Execution and that is identified at item IX and section C-l-b-ii.

b. A "Due-on-Sale Provision" is a provision in a Continuing Mortgage that prohibits or restricts conveyance or encumbrance of the Real Estate or any part thereof without the prior consent of the Mortgagee, or enables the Mortgagee to accelerate payment of the indebtedness (or to change the terms of the Continuing Mortgage) in the event that a conveyance or encumbrance of the Premises occurs without the Mortgagee's consent.

c. The mortgagee under a Continuing Mortgage is referred to as the "Mortgagee."

Article 7. Seller's Covenants

Seller covenants that between the Date of Execution and Closing:

7.01 Continuing Mortgages. Any Continuing Mortgage will not be amended, supplemented or prepaid in whole or in part, nor will additional advances be taken thereunder. Seller will comply with all provisions of any Continuing Mortgage and will timely make all payments required thereunder.

7.02 Service Contracts. Seller will not amend any Service Contract or enter into any new Service Contract unless the same is terminable without penalty by the then owner of the Premises on not more than 35 days' notice. A "Service Contract" is (a) any service, maintenance, supply or management contract that relates to the Premises, and (b) any lease of equipment (such as laundry or vending machines) that is located, and furnished for use, in the Premises.

7.03 Insurance. Seller will maintain in full force and effect (subject to any scheduled expiration thereof) until Closing the insurance policies described in Schedule H. Seller will renew or replace any policy that expires before Closing with a policy having a term of not more than one year.

7.04 Fixtures and Equipment. Except as provided in Schedule G, the fixtures, equipment and personal property included in the sale may be removed from the Real Estate if replaced with similar items of at least equal quality prior to Closing (any such replacement items will be included in the sale).

7.05 Tax Proceedings. Seller will not withdraw, settle, or otherwise compromise any protest or reduction proceeding affecting real estate taxes assessed against the Real Estate for the tax year in which the Closing is to occur or any subsequent tax year without the prior consent of Purchaser, which consent will not be unreasonably delayed or withheld.

7.06 Access to Premises and Documents. Seller will allow Purchaser access to the Premises (subject to the rights of any tenants) and to the documents required to be delivered under this Contract on reasonable notice at reasonable times. Seller will make all Building and tenant files and records reasonably available to Purchaser for copying.

7.07 Building Inspection and Violations. Seller will advise Purchaser with respect to Building inspections, and Violation Notices, as required by Article 10.

7.08 Restrictions on Leasing. Between the Date of Execution and Closing Seller will not (without Purchaser's prior consent, which will not be unreasonably delayed or withheld), with respect to any Lease or Tenancy that was in effect on the Date of Execution (a) amend, renew or extend the same, (b) terminate the same, except by reason of a default by the tenant thereunder, or (c) grant any concessions or rent abatements thereunder for any period following Closing.

7.09 Application of Security Deposits. Seller will not apply any part of a security deposit of a tenant except (a) if the tenant has vacated the Premises, or (b) as reimbursement for money spent for repairing damage, or for paying operating expenses, for which the tenant is responsible.

Article 8. Seller's Warranties

Seller makes the following warranties to Purchaser as of the Date of Execution; the warranties are limited by any matters that Seller has disclosed to Purchaser in writing, and Seller's liability under the warranties will survive as specified in Article 20.

8.01 Seller's Interest and Authority. Title to the Land and Seller's interest in the Real Estate are as stated in Schedule A. Seller has authority to enter into and perform this Contract.

8.02 Continuing Mortgages. If the Real Estate is encumbered by one or more Continuing Mortgages, no written notice has been received from the Mortgagee thereunder asserting the existence of a default or breach thereunder that remains uncured. If copies of documents (such as notes and security instruments) evidencing Seller's rights and obligations under a Continuing Mortgage have been identified to this Contract and initialed by Seller, the copies are true copies of the originals, and the Continuing Mortgages and notes secured thereby have not been modified or amended except as shown in the copies.

8.03 Leases. Seller has provided to Purchaser true copies of any Leases, and all information concerning any Leases and Tenancies set forth in Schedule F is accurate (a "Lease" is any written lease or agreement for a lease, and any amendment thereof, for any portion of the Premises, and a "Tenancy" is any tenancy in the Real Estate that does not arise from a Lease). There are no Leases, agreements to lease, or Tenancies of any space in the Real Estate other than those set forth in Schedule F and any subleases or subtenancies thereunder. Except as otherwise set forth in Schedule F, in copies of any Leases that have been identified to this Contract and initialed by Seller, or elsewhere in this Contract:

a. All of the Leases are in full force and effect,

b. All rents are being collected on a current basis and there are no arrearages in excess of one month,

c. Seller has not given oral or written notice to any tenant claiming that the tenant is in default, which default remains uncured,

d. Seller has not received oral or written notice from any tenant claiming that Seller is in default, which default remains uncured,

e. No tenant has an option or a right of first refusal to purchase the Premises, and no tenant has a right of first opportunity with respect to sale or leasing of the Premises,

f. No tenant is entitled to concessions (whether of rent, construction, expenses or otherwise) or abatements for any period subsequent to the Closing Date,

g. No action or proceeding instituted against Seller by any tenant is pending in any court, except with respect to claims involving personal injury or property damage that are covered by insurance,

h. There are no security deposits other than those set forth in Schedule F,

i. No rent has been pre-paid and no tenant is entitled to have Seller pay for or perform any construction work for the tenant, and

j. No Lease has been modified, amended or extended, and no renewal or extension option has been granted to any tenant.

8.04Personal Property. Schedule G lists all items of personal property that are included in the sale (subject to section 7.04), and such property is free of liens and encumbrances other than any lien of a Continuing Mortgage.

8.05 Insurance. Schedule H lists all insurance policies presently affording coverage with respect to the Premises.

8.06 Employees. Schedule I lists all employees presently employed by Seller in operation of the Premises. Except as otherwise set forth in Schedule I, none of such employees is covered by a collective bargaining agreement and there are no retroactive increases or other accrued and unpaid sums (such as for vacation or sick pay) owed to any such employee.

8.07 Service Contracts. Schedule J lists all Service Contracts, and any other contracts (such as options or rights of first refusal or opportunity), that affect the Premises.

8.08 Permits and Licenses. Schedule K lists all permits and licenses issued and presently in effect with respect to the Premises.

8.09 Certificate of Occupancy. If a copy of a certificate of occupancy for the Real Estate has been identified to this Contract and initialed by Seller, the copy is a true copy of the original and the certificate has not been revoked or amended, but Seller makes no representation or warranty as to compliance with the certificate.

8.10 Assessed Valuation. Any assessed valuation and real estate taxes set forth in sections D-5 and D-6 are the assessed valuation of the Real Estate and the taxes paid or payable with respect to the Real Estate for the years indicated in such sections. Except as otherwise specified in section D-7, there are no tax or assessment proceedings, abatements, exemptions, or notices of increased assessed valuation affecting the Real Estate.

8.11 Schedule Dates. The information set forth in Schedule F and in Schedules H through K is accurate as of the dates set forth on the respective Schedules or, if no date is set forth, as of the Date of Execution.

8.12 Condemnation Proceedings. Except as otherwise disclosed in section D-8, no authority having the right of condemnation or eminent domain has commenced negotiations with Seller, nor has Seller been notified of the commencement of any legal action against Seller for the damaging, taking or acquiring of all or any part of the Real Estate, either temporarily or permanently, by condemnation or by exercise of the right of eminent domain.

8.13 Other Liens. There are no liens against the Premises other than (a) any Continuing Mortgages described in section C-l- b-ii and (b) any other liens described in section D-9.

8.14 Building Inspections and Violations. Seller's warranties with respect to Building inspections and Violation Notices are given in section 10.01.

8.15 Condition. If at least 80% of the floor area of the Building is used for residential purposes (any portion of the Building that consists of garages and storage areas used by tenants will be treated as residential for this purpose) Seller warrants that the roof does not leak and that all equipment in the Premises (including equipment in tenants' spaces) is in good working order.

Article 9. New Leases

9.01 Restrictions on Leases. Seller will not enter into a New Lease after the later of the Date of Execution and the date that is 28 days prior to the Closing Date as originally scheduled (Seller's restrictions as to existing leases are provided in section 7.08).9.02New Leases. Any New Lease that Seller enters into before such date will be subject to the following restrictions:

a. If Seller wishes to enter into a New Lease prior to the above-described date Seller will before that date provide to Purchaser:

i. A copy of the proposed New Lease, fully executed by the parties thereto and containing a provision that the New Lease will be effective only on Purchaser's failing to disapprove the lease by reason of any matter that is disclosed by the material that Seller is to provide to Purchaser pursuant to Section 9.02-a,

ii. Any supporting documents that were obtained by Seller regarding the proposed New Lease,

iii. A statement of the amount of Brokerage payable in connection with the New Lease, and

iv. An estimate of the Reletting Expenses for the New Lease.

b. The New Lease will become effective unless Purchaser notifies Seller of Purchaser's disapproval of the same (by reason of any matter that was so disclosed) within four days after Purchaser's receipt of the above described material from Seller.

c. If the New Lease becomes effective Purchaser will (i) pay to Seller at Closing the portion of Brokerage and Reletting Expenses that have been or will be paid by Seller and that are applicable to the portion of the term of the New Lease after the later of the Closing Date and the date on which rent will commence to accrue under the New Lease, and (ii) receive credit for any portion of Brokerage and Reletting Expenses that have been or will be paid by Purchaser and that are applicable to the portion of the term of the New Lease that precedes the date so determined.

d. If the New Lease does not become effective:

i. If Purchaser's disapproval was reasonable neither party will have any claim with respect to the New Lease or such disapproval.

ii. If Purchaser's disapproval was not reasonable Purchaser will pay to Seller at Closing the amount of fixed rent and other items (such as taxes and insurance) that are determinable as of the Closing Date and that the tenant would have paid to (or for the benefit of) the landlord under the New Lease through the Closing Date, reduced (but not below zero) by any Brokerage and reasonably estimated Reletting Expenses that would have been paid by Seller and that are applicable to the portion of the term of the New Lease that ends on the Closing Date and that begins on the later of the effective date of the New Lease and the date under which rent was to have commenced under the New Lease.

e. For purposes of section 9.02:

i. A "New Lease" is any arrangement that permits occupancy of any or all of the Real Estate, "Reletting Expenses" are any out-of-pocket costs of construction, decoration and other work required to be performed by the landlord under a New Lease to suit the Real Estate to the tenant's occupancy, and "Brokerage" is any amount (including commissions and expenses) payable to a broker by reason of a New Lease, and

ii.All prorated items relating to New Leases, such as rent, Brokerage and Reletting Expenses, will be applied to the term of the New Lease, and will be allocated evenly (and without regard to the time value of money) to the applicable portion of such term, in all cases disregarding any renewal or extension options. Any amount that is payable (in excess of any applicable credit) under this Section 9.02 will be paid as described in Section 15.06.

Article 10. Building Inspections and Violations

10.01 Prior Notices. Seller warrants that, except as specified in section D-10, Seller has not received any Violation Notice that was issued prior to the Date of Execution, and that no building inspection has been made (after such Date) by a party authorized to initiate or issue a Violation Notice, unless in each such case all required corrective action was completed prior to the Date of Execution.

10.02 Future Notices. Seller will promptly (a) send to Purchaser any Violation Notice that Seller receives, and (b) advise Purchaser as to any such inspection that occurs, after the Date of Execution.

10.03 Pre-Closing Notices. If a Violation Notice is received by Seller on or after the Date of Execution but before Closing:

a. If the reasonably estimated cost (determined as of the Date of Execution) to cure the violation does not exceed the Maximum Correction Amount:

i. Purchaser may elect to accept the Premises subject to the violation, in which event (A) Seller will use best efforts to cure the violation prior to Closing, (B) if necessary Seller will cooperate, without cost or liability to Seller, in any action that Purchaser takes to cure the violation, and (C) Purchaser will be entitled to a credit (against any Cash Balance) at Closing equal to the lesser of (1) the Maximum Correction Amount (reduced by any amounts paid or incurred by Seller after the Date of Execution to cure the violation) and (2) the reasonably estimated cost, determined as of Closing, of curing the violation.

ii. If Purchaser does not so elect, this Contract will terminate and section 17.03 will apply.

b. If the reasonably estimated cost (determined as of the Date of Execution) to cure the violation exceeds the Maximum Correction Amount, this Contract will terminate (and section 17.03 will apply) unless Purchaser elects to accept the Premises subject to the violation, in which event Purchaser will be entitled to a credit, against any Cash Balance, at Closing equal to the Maximum Correction Amount, determined as of the Date of Execution.

10.04 Post-Closing Notice. Purchaser will be responsible for any Violation Notice that is received by Seller on or after Closing, and Purchaser will not be entitled to any credit by reason of any matters that gave rise to the Notice.

10.05 Search of Records. Seller, on request by Purchaser, will promptly furnish to Purchaser authorizations to make searches of the permit and violation records of the municipality for the purpose of determining whether notices of violation have been issued with respect to the Premises.

10.06 Definitions:

a. A "Cash Balance" is any amount of cash that Purchaser is to pay to close its purchase of the Premises, excluding the proceeds of any mortgage and excluding any balance of a Continuing Mortgage.

b. The "Maximum Correction Amount" is one half of one percent of the Purchase Price or, if a different amount is specified in section D-11, the amount so specified.

c. A "Violation Notice" is any notice of violation of any law or of any governmental ordinance, order or requirement that requires that corrective action be taken with respect to the condition or operation of the Premises and that is issued by a governmental department, agency or bureau having jurisdiction of such matters concerning the Premises.

Article 11. Damage, Destruction, and Condemnation

11.01 Damage and Destruction. Seller's obligation to deliver the Premises to Purchaser as described in section 5.04 is subject to the following:

a. If, prior to Closing, any improvements on the Real Estate are destroyed or damaged by fire, other casualty or any act or occurrence other than a deliberate act of Purchaser and the cost to repair exceeds the Maximum Repair Amount, then Purchaser may terminate this Contract (in which event section 17.03 will apply); otherwise Purchaser is required to complete the transaction.

b. In the event of any damage or loss covered by insurance, if this Contract is to be performed, Seller will permit Purchaser to take part in negotiations with the insurance companies, but Seller will receive the proceeds of insurance applicable thereto.

c. The "Maximum Repair Amount" is ten percent of the Purchase Price or, if a different amount is specified in section D-12, the amount so specified.

11.02 Condemnation. If, after the Date of Execution, any authority having the right of condemnation or eminent domain commences negotiations with Seller or commences a proceeding against Seller for the damaging, taking or acquiring of all or any part of the Real Estate, either temporarily or permanently, by condemnation or by exercise of the right of eminent domain, Seller will immediately give notice thereof to Purchaser. Upon the occurrence of any such event, Purchaser may terminate this Contract by giving notice to Seller on or before the date fixed for Closing, or within 14 days after Purchaser has received notice from Seller, whichever is earlier, in which event section 17.03 will apply. If Purchaser does not so terminate this Contract, Seller will advise Purchaser as to, and will allow Purchaser to participate in, any negotiations regarding such proceedings.

Article 12. Closing; Option for Escrow

12.01 Time and Place of Closing. The closing ("Closing") of the transaction contemplated by this Contract is scheduled to occur on the date specified in item XI, at the time specified in section D-13, and at the place specified in section D-14. The actual date of Closing (which is referred to herein as the "Closing Date") will be delayed if necessary pursuant to section 4.01-b.

12.02 Option for Escrow Closing. At the election of either party on notice to the other party not less than five business days prior to the scheduled Closing, this sale will be closed through an escrow with Title Insurer (or affiliate) pursuant to Title Insurer's (or affiliate's) usual form of deed and money escrow contract modified as necessary to conform to this Contract. Either party may elect different escrow provisions not inconsistent with this Contract, but only with the other party's consent if the provisions would impose any additional expense or liability on the other party. On the creation of an escrow under this Section, payment of the Purchase Price and delivery of the deed and all closing documents will be made through the escrow, and the Earnest Money will be deposited in the escrow. The cost of the escrow will be divided equally between Seller and Purchaser.

Article 13. Seller's Closing Obligations

13.01 At Closing, Seller will deliver the following to Purchaser:

a. Deed and Transfer Declaration. A statutory form of recordable general warranty deed sufficient to convey the title as described in section 4.02, all required real property transfer tax declarations, and (if Seller is a natural person) an affidavit of title executed on the Closing Date.

b. Leases. All Leases (and any evidence of Tenancies) pertaining to the Premises, duly assigned to Purchaser, and if requested by Purchaser, estoppel certificates from tenants to the extent required by tenants' Leases.

c. Survey. An ALTA survey of the Real Estate, certified or recertified (not earlier than the Date of Execution) as required by Purchaser.

d. Security Deposits. A schedule (warranted to be correct as of Closing) of all security deposits and a check or credit to Purchaser in the amount of cash security deposits, including any interest thereon to which Seller is not entitled, held by Seller on the Closing Date under the Leases or, if held by a lender, an assignment to Purchaser and written instructions to the holder of the deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment with respect to any non-cash security deposits.

e. Rent Schedule. A schedule (warranted to be correct as of Closing) bringing current the rental information in Schedule F and setting forth any arrears and prepayments of rents.

f. FIRPTA Certificate. A certificate as provided in the Foreign Investment in Real Property Tax Act of 1980. If the certificate is not furnished, Purchaser may withhold proceeds as provided in that Act.

g. Illinois Income Tax. A certificate from the Illinois Department of Revenue pursuant to section 902(d) of the Illinois Income Tax Act, showing any amount claimed due from Seller under that Act, or stating that no such amount is due.

h. Internal Revenue Code. All information required to be reported to the Internal Revenue Service pursuant to section 6045(e) of the Internal Revenue Code.

i. Service Contracts and Insurance Policies. All Service Contracts and original insurance policies (or if unobtainable, true copies or certificates thereof) that Purchaser has agreed to accept (as listed on the attached Schedules) and all certificates, licenses, permits, authorizations and approvals issued for or with respect to the Premises by governmental and quasi-governmental authorities.j.Assignments of Contracts and Policies. An assignment to Purchaser, without recourse or warranty, of Seller's entire interest in those Service Contracts, insurance policies, certificates, permits and other documents to be delivered to Purchaser at Closing that are then in effect and that are assignable by Seller.

k. Mortgagees' Consents. (i) Written consent (if required under Section 6.01-a) of each Mortgagee, and (ii) a certificate (to the extent that the same is reasonably available) executed by each Mortgagee certifying for the Continuing Mortgage involved (A) the amount of the unpaid principal balance, (B) the maturity date, (C) the interest rate, (D) the last date to which interest has been paid, (E) the nature and amount of any escrow deposits held by the Mortgagee, and (F) the nature of any defaults that have not been cured.

l. Assignment of Escrow Deposits. An assignment to Purchaser of Seller's interest in any amounts then held by a Mortgagee, including any escrow deposits for real estate taxes, insurance premiums and other amounts.

m. Letter to Tenants. An original letter, executed by Seller, advising the tenants of the sale of the Premises to Purchaser and directing that rents and other payments be sent to Purchaser or as Purchaser may direct.

n. Notices. A notice to each Mortgagee, executed by Seller, advising of the sale of the Premises to Purchaser, and a direction that future notices, bills and other correspondence be sent to Purchaser or as Purchaser may direct.

o. Corporate Resolutions. If Seller is a corporation but not a corporate trustee, a resolution of Seller's board of directors authorizing the sale and delivery of the deed, and a certificate executed by the secretary or assistant secretary of Seller certifying the due adoption of the resolution.

p. Possession. Possession of the Premises as called for by section 5.04 subject to any Leases, New Leases and Tenancies, and all keys to the Premises in Seller's possession.

q. Bill of Sale. A bill of sale transferring title to any personal property described in Schedule G (subject to section 7.04) with full warranty of title and freedom from encumbrances but without warranty of quality, merchantability, fitness for use or otherwise.

r. Other Documents. An ALTA statement and any other documents (such as a disclosure document under the Illinois Responsible Property Transfer Act) that are required for Seller to perform its obligations under this Contract.

13.02 If Purchaser does not terminate this Contract pursuant to section 11.01-a, Seller will assign to Purchaser all rights of Seller to any insurance proceeds or other proceeds payable by reason of any fire or other casualty loss that is described in section 11.01-a, and will credit Purchaser with the amount of any such proceeds that Seller receives before Closing.

13.03 If Purchaser does not terminate this Contract pursuant to section 11.02, (a) the Purchase Price will be reduced by the total of any awards, settlement funds or other proceeds received by Seller at or before Closing with respect to any damaging, taking or acquiring the Real Estate (as described in section 11.02), and (b) Seller will assign to Purchaser all right of Seller in any awards, settlement funds or other proceeds payable by reason of any such damaging, taking or acquiring the Real Estate.

13.04 Seller's Warranties. All of Seller's warranties in Article 8 (except sections 8.09, 8.10 and 8.15, and subsections a through d of section 8.03) and section 10.01 will be deemed to have been re-made as of Closing.13.05Status of Leases at Closing. Seller does not represent or warrant that any particular Lease or Tenancy will be in effect at Closing or that the tenant will have performed the tenant's obligations thereunder.

a. Except to the extent that section 13.05-b applies, the termination of any Lease or Tenancy prior to Closing by reason of the tenant's default will not affect the obligations of Purchaser under this Contract in any manner, or entitle Purchaser to an abatement of or credit against the Purchase Price, or give rise to any other claim by Purchaser, and if any space in the Premises is vacant on the Closing Date, Purchaser will accept the Premises subject to the vacancy, provided that the vacancy was not permitted or created by Seller in violation of this Contract.

b. If Purchaser's Lender reasonably refuses to provide financing by reason of any such vacancy or tenant default, Purchaser may elect to terminate this Contract, in which event section 17.03 will apply.

Article 14. Purchaser's Closing Obligations

14.01 At Closing, Purchaser will:

a. Payment of Purchase Price. Pay to or as directed by Seller the portion of the Purchase Price that is payable at Closing, as adjusted for prorations and escrow deposits pursuant to Article 15 and section 13.01-L.

b. Indemnification Contract. Deliver to Seller Purchaser's contract indemnifying and agreeing to defend Seller against (i) any claim made by tenants with respect to tenants' security deposits to the extent paid, credited or assigned to Purchaser and (ii) any claim for payment of Purchaser's share of prorated real estate taxes.

c. Other Documents. Deliver any other documents that are required for Purchaser to perform its obligations under this Contract.

14.02 Purchase Money Mortgage. If Seller is to accept a Purchase Money Mortgage, Purchaser will at Closing (a) deliver to Seller any Purchase Money Documents, properly executed and (to the extent applicable) in proper form for filing or recording, and (b) comply with section E-3.

14.03 Recording. Purchaser will, at or immediately after Closing, (a) complete all required real property transfer tax declarations, (b) cause all declarations and payments of transfer taxes to be delivered to the appropriate officials, and (c) cause the deed to be recorded.

Article 15. Prorations, Closing Adjustments and Form of Payment

15.01 Matters to be Prorated. The parties will arrange for transfer of any utility services. The following prorations will be made as of the end of the Closing Date and will adjust the Purchase Price accordingly:

a. Prepaid rents,

b. Interest on any Continuing Mortgage,

c. Real estate taxes on the basis of the last-issued bills,

d. Special assessments for the year in which Closing occurs,

e. Any expenses of real estate tax and assessment proceedings, and any water, sewer and vault charges, all on the basis of the period for which assessed,

f. Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed in the operation of the Premises whose employment was not terminated at or prior to Closing,

g. Cost (including any taxes) of fuel stored on the Real Estate at the price charged by Seller's supplier at the time of Closing,

h. Charges under transferable Service Contracts or permitted renewals or replacements thereof,

i. Premiums on transferable insurance policies listed in Schedule H or permitted renewals thereof,

j. Any amount payable to Seller under section 9.02, and

k. Any other items listed in section D-15.

15.02 The expenses (including attorneys' fees) of any tax proceeding described in section 7.05 will be prorated between Seller and Purchaser in proportion to the time periods to which applicable.

15.03 Transfer Taxes. Seller will pay any transfer taxes imposed by state or county law or ordinance and Purchaser will pay any other such taxes.

15.04 Removal of Certain Title Objections at Closing.

a. If any Closing Charges have not been paid prior to Closing, the Charges (together with any interest and penalties thereon, and the cost of recording or filing any instruments necessary to release the Charges of record) may be paid from funds otherwise payable to Seller at Closing (and will not be treated as defects in Seller's title) if Seller delivers to Purchaser prior to Closing documents (such as bills, pay-off letters and recordable instruments, as applicable) sufficient to discharge the same of record.

b. If Seller so requests a reasonable time before Closing, Purchaser will provide at Closing separate checks for such Charges, payable to the order of the obligee involved, and otherwise complying with section 15.06. If Title Insurer is willing to insure both Purchaser and Purchaser's Lender, if any, that such Charges will not be collected out of or enforced against the Real Estate, then, unless Purchaser's Lender reasonably refuses to accept the insurance in lieu of payment and discharge, Seller may (in lieu of payment and discharge) deposit with Title Insurer such funds or assurances, or pay such special or additional premium as Title Insurer may require in order so to insure. In such case the items with respect to which Title Insurer has agreed to provide such insurance will not be considered defects in title.

c. "Closing Charges" are any unpaid taxes, assessments, water and sewer charges and other liens and encumbrances that Seller is required to pay and that would be defects in Seller's title if the same were not paid.

15.05 Amount of Continuing Mortgages. If an amount is specified in Item IX with reference to a Continuing Mortgage, the amount may be approximate and if at Closing the aggregate principal amount of any Continuing Mortgages is different from the amount so specified, the difference will be added to or subtracted from the amount payable at Closing, unless otherwise specified in section C-4. This section does not affect Seller's obligation under section 7.01.

15.06 Form of Payment. All monies payable to Seller at Closing, unless otherwise provided in this Contract, will be paid by one or more of (a) certified checks of Purchaser (or any entity making a purchase money loan to Purchaser) drawn on any bank, savings bank, trust company or savings and loan association having a banking office in the State of Illinois, (b) official checks drawn by any such institution, (c) checks (whether or not certified) of Purchaser in an amount not to exceed one-half of one percent of the Purchase Price, and (d) checks or drafts of Title Insurer or of an escrowee that is an affiliate of Title Insurer. All checks (except checks payable to an escrowee) will be payable to the order of Seller or payable to the order of Purchaser and endorsed by Purchaser to Seller. Any amount payable to Purchaser will be paid in a comparable manner.

Article 16. Post-Closing Adjustments

16.01 Reproration of Real Estate Tax Items.

a. The parties will recompute any credit given at Closing promptly after the receipt of (1) the final tax bill or bills for any tax years that are not available at the Closing and (2) the adjusted tax bill that results from any proceedings described in Section 7.05. If the difference in either of such items exceeds $100.00, the difference will be paid promptly.

b. The benefit of any real estate tax assessment reductions, tax refunds, and credits received after the Closing Date that are attributable to the tax year in which Closing occurred will be prorated between seller and Purchaser, after deducting any expenses (including attorneys' fees) thereof.

16.02 Tenant Arrearages. If any tenant is in arrears in the payment of rent on the Closing Date, rents received from the tenant after Closing will be applied in the following order (a) first to the month preceding the month in which the Closing occurred, (b) then to the month in which the Closing occurred (prorated to the end of the Closing Date), (c) then to any rent due at the time received for any month after Closing, and (d) then to the period prior to the month preceding the month in which Closing occurred. If rents or any portion thereof received by Seller or Purchaser after Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, will be promptly paid to the other party. Seller will promptly notify Purchaser as to collection of any tenant arrearage.

16.03 Collection of Rent Adjustments. If Purchaser collects any percentage rent, escalation charges for real estate taxes, operating expenses, cost-of-living adjustments or other charges of a similar nature that are attributable in whole or in part to any period prior to Closing, Purchaser will promptly pay Seller's proportionate share thereof to Seller, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection.

Article 17. Termination and Default

17.01 Seller's Default.

a. If Seller defaults by reason of Seller's title being defective (Seller's title will be defective if at Closing Seller's title fails in any material respect to meet the requirements of section 4.02):

i. If Seller's default does not involve Seller's fraud or deceit:

A. Purchaser may elect to accept Seller's title, in which event (1) Purchaser will be entitled at Closing to credit, against any Cash Balance, equal to the reasonably estimated cost (not to exceed the Maximum Cure Amount) to cure the defect, (2) Purchaser will not be entitled to any other claim or credit arising from the defect, (3) Seller will not be required to take any action or to pay any amount to cure the defect, and (4) Seller will have no liability for the defect.

B. If Purchaser does not so elect, this Contract will terminate and section 17.03 will apply.

ii. If Seller's default involved fraud or deceit on Seller's part, Purchaser may elect (A) to proceed as above, or (B) to pursue any available remedy, despite any such election.

b. If Seller otherwise defaults Purchaser may elect (i) to proceed as above, or (ii) to pursue any available remedy.

c. The "Maximum Cure Amount" is ten percent of the Purchase Price or, if a different amount is specified in section D-16, the amount so specified.

17.02 Purchaser's default. If Purchaser defaults Seller may elect (a) to retain the Earnest Money as full compensation for all loss (in which event the Earnest Money will be treated as liquidated damages), or (b) to pursue any available remedy.

17.03 Termination. If this Contract terminates and section 17.03 is to apply, no party will thereafter have any obligation or liability under the Contract, but (a) Seller will cause the Earnest Money, and any earnings thereon, to be refunded to Purchaser, (b) the parties will terminate any deed-and-money escrow, and (c) Purchaser will return to Seller any material (such as leases, Building plans and financial statements) that Purchaser received from Seller, and will reasonably restore the Real Estate after any action (such as soil tests) that Purchaser had taken.

17.04 Payment of liens. Section 17.01 will not permit Seller to refuse to pay off at Closing any mortgage, trust deed or financing statement that imposes a lien on the Premises, other than Continuing Mortgages.

Article 18. Notices

18.01 Any authorization, consent, demand, election, notice or request that is provided for or giving hereunder (herein, collectively, "Notices"), must be in writing, signed by the party giving the same, and delivered or mailed to the intended recipient. A Notice will be deemed to have been given:

a. If delivered: When delivered.

b. If mailed: Five days after an envelope containing the same is mailed, postage pre-paid by registered mail, to the addressee (at the addressee's address as shown in item I or II, or in section D-17) from a post office located in the city to which or from which the notice is sent.

c. Any Notice that is in fact received will be effective when received, whether or not mailed as provided above.

18.02 The address of a party may be changed by Notice given as provided above.

Article 19. Broker

19.01 Identity of Brokers. If a broker is identified in either or both of items XII and XIII, Seller and Purchaser mutually represent and warrant that the brokers so specified are the only brokers with whom they have dealt in connection with this Contract and that neither Seller nor Purchaser knows of any other broker who has claimed or may have the right to claim a commission in connection with this Contract, unless otherwise specified in section D-18.

19.02 Broker's Commission. The broker's commission will be paid pursuant to separate agreement by the party specified in section D-19. If no broker is specified in items XII and XIII, the parties warrant that this Contract was brought about by direct negotiation between Seller and Purchaser and that neither Seller nor Purchaser knows of any broker entitled to a commission in connection with this Contract.

19.03 Indemnity. Unless otherwise provided in section D-20, Seller and Purchaser will indemnify and defend each other against any costs, claims or expenses, including attorneys' fees, arising out of the breach on their respective parts of any provision of Article 19.

Article 20. Survival of Obligations: Limitation Periods

20.01 Survival. The parties' obligations (which include obligations under warranties and representations) under section 2.01, section 4.02, Article 7 (except sections 7.06 and 7.07), Article 8 (except subsections a through d of section 8.03, and except sections 8.09, 8.10 and 8.15), Article 9, Article 10 (except section 10.05), Articles 13 through 19 inclusive, and sections 21.01, 21.05, 21.07 and 21.10 will survive Closing; all other obligations of the parties under the Contract will (in the absence of fraud and deceit) be extinguished by completion of Closing.

20.02 Limitation. No action may be brought to enforce, or to seek damages for breach of, a party's obligation under this

a. Expiration of the applicable statutory limitation period in the case of obligations arising from the party's fraud or deceit, or under any or all of sections 8.01, 10.02, 10.03-a-i, 15.01, 15.02, 15.05 and 15.06, and Articles 16 and 17.

b. The earlier of the Limitation Date and expiration of the applicable statutory limitation period in the case of obligations imposed by any other provision of this Contract.

20.03 Limitation Date. The Limitation Date is the date that is 182 days after Closing, or if a different date is specified in section D-21, the date so specified.

20.04 Article 20 will not affect any party's obligations under any document (such as a deed or a Purchase Money Mortgage) other than this Contract.

Article 21. Miscellaneous

21.01 Assignment. If consent of a Mortgagee is required under section 6.01-a or if Seller is to hold a Purchase Money Mortgage, Purchaser may not assign this Contract or Purchaser's rights hereunder without the prior consent of Seller; in all other cases Purchaser may effect such assignment without restriction. No permitted assignment of Purchaser's rights under this Contract will be effective against Seller until an executed counterpart of the instrument of assignment has been delivered to Seller and Seller has been furnished with the name and address of the assignee.

21.02 Time. Time is of the essence of this Contract. If a time period would expire on other than a week day that is a full business day, the time period will be extended to the next week day that is a full business day.

21.03 Amendment. No provision of this Contract may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement thereof is sought, and then only to the extent set forth in the instrument.

21.04 Liability. Purchaser will not be deemed to have assumed any personal liability under a Continuing Mortgage unless Purchaser has specifically assumed the liability under a document that is entitled to be recorded (or filed) and that has been recorded (or filed).

21.05 Governing Law. This Contract will be governed by, and construed in accordance with, the law of the State of Illinois.

21.06 Captions. The captions in this Contract are provided for convenience of reference only and do not by themselves define, describe or limit the scope or intent of the Contract.

21.07 Binding Effect. This Contract will be binding on and will inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

21.08 Gender and Number. As used in this Contract and unless otherwise required by the context, any pronoun includes the masculine, the feminine, and the neuter; the singular includes the plural and the plural includes the singular.

21.09 Representative. Unless otherwise provided herein, a representative of a party may act for the party.

21.10 Schedules and Riders. If the provisions of any Schedule or rider attached to this Contract are inconsistent with the provisions of the Contract, the provisions of the Schedule or rider will prevail. The first page of this Contract contains a list of all Schedules and riders that form part of this Contract.

Article 22. Definitions.

The following terms are defined in the indicated items, sections and Schedule of the Contract:

Brokerage -- 9.02-e-i

Building -- 1.01

Cash Balance -- 10.06-a

Closing -- 12.01

Closing Charges -- 15.04-c

Closing Date -- 12.01

Continuing Mortgage -- 6.02-a

Date of Execution -- XIV

Due-on-Sale Provision -- 6.02-b

Earnest Money -- 2.02

Holder -- 2.02

Land -- 1.01

Lease -- 8.03

Maximum Correction Amount -- 10.06-b

Maximum Cure Amount -- 17.01-c

Maximum Interest Rate -- E-2-b

Maximum Repair Amount -- 11.01-c

Mortgagee -- 6.02-c

New Lease -- 9.02-e-i

Notices -- 18.01

Permitted Exceptions -- 4.02

Premises -- 1.01

Purchase Money Documents -- E-4-a

Purchase Money Mortgage -- E-4-b

Purchase Money Mortgage Documents -- E-4-c

Purchase Money Note -- E-4-d

Purchase Price -- IV

Purchaser -- II

Purchaser's Lender -- 3.03

Real Estate -- 1.01

Refinancing -- E-2-b

Reletting Expenses -- 9.02-e-i

Seller -- I

Service Contract -- 7.02

Tenancy -- 8.03

Title Insurer -- VII

Violation Notice -- 10.06-c

Schedule A - Premises and Ownership

1. Street address

2. Permanent index No. - - - -

3. Ownership: Fee simple title is held by [check one]:

a.[ ]Seller

b.[ ] as Trustee under trust agreement dated ____________ , known as Trust ________

No. .

c.[ ]

4.Legal description:

Schedule B - Permitted Exceptions

1.General exclusions in the title policy to be provided to Purchaser, except that zoning laws, regulations and ordinances will be treated as Permitted Exceptions only if the Title Insurer insures Purchaser that the same are not violated by the existing structures on, or present use of, the Real Estate.

2.Real estate taxes, special assessments and installments thereof, that are not in default as to payment.

3.Any liens listed pursuant to section 8.13 (unless otherwise provided in section D-9) and any Continuing Mortgages.

4.Leases and Tenancies specified in Schedule F, any New Leases, and any new Tenancies not prohibited by this Contract.

5.Financing statements, chattel mortgages and liens on personalty (a) filed more than five years prior to the Closing Date and not renewed, or (b) filed against (i) property or equipment no longer located on the Real Estate, or (ii) owned by tenants.

6.

a. Rights of utility and cable television companies to lay, maintain, install and repair pipes, lines, poles, conduits, cable boxes and related equipment on, over and under the Real Estate, provided that (i) none of such rights imposes any monetary obligation on the owner of the Premises, (ii) the existing improvements do not violate any of such rights, and (iii) the exercise of such rights would not adversely affect major improvements on the Real Estate.

b. Encroachments of stoops, cellar steps, trim cornices, lintels, window sills, awnings, canopies, ledges, fences, hedges, coping and retaining walls projecting from the Real Estate over any street or highway or over any adjoining property, and encroachments of similar elements projecting from adjoining property over the Real Estate.

c. Revocability or lack of right to maintain vaults, coal chutes, excavations or sub-surface equipment beyond the line of the Real Estate.

d. Matters that would be disclosed by an inspection of the Real Estate on the Date of Execution, and the state of facts disclosed by the following survey:

Schedule C - Purchase Price, Deposits and Continuing Mortgages

C-1. The Purchase Price is specified at item IV and will be paid as follows:

a.The Earnest Money specified at item V will be paid $ _______ at the time of execution of this Contract and $ by , 19

b.The balance of the Purchase Price will be paid (subject to prorations and closing adjustments):

i. $ by cash

ii. $ by acceptance of title subject to the following Continuing Mortgages

iii. $ pursuant to a Purchase Money Note as described in section 2.03

C-2. Any cash held by Holder will be invested as follows

C-3. Treatment of deposits other than cash [section 2.02-b-i]:

a.In case of default by Seller

b.In case of default by Purchaser

c.At Closing

C-4. Treatment of changes in principal amounts of Continuing Mortgages [section 15.05]

C-5. The "Maximum Interest Rate" [section E-2-b] %

Schedule D - Miscellaneous

D-1. Seller's taxpayer identification number [section 2.02-c]

D-2. Purchaser's taxpayer identification number [section 2.02-c]

D-3. Mortgage contingency [section 3.01]. Purchaser's mortgage contingency includes the amount specified at item VIII and the following items:

a. Interest rate % per annum (or such higher rate as Purchaser may accept).

b. Term not less than months (or such shorter period as Purchaser may accept).

c. Points, commissions, fees and other closing costs (except for Purchaser's Lender's out-of-pocket disbursements) not to exceed $ (or such higher amount as Purchaser may accept).

d. Manner of re-payment

e. Loan commitment not to expire before (or such earlier date as Purchaser may accept).

f. Purchaser will not be personally liable under the mortgage documents unless Purchaser has initialled here

g. Redemption rights will not be waived unless Purchaser has initialled here

h. No escrow deposits (for taxes, insuran ce or otherwise) will here , in which event the interest rate will be

j. The date by which (or time period within which) Purchaser is to have obtained a mortgage commitment [section 3.02] is

D-4. Last date for consent by Continuing Mortgagees [section 6.01(b)]

D-5. Assessed valuation of the Real Estate [section 8.10] $ for the year 19

D-6. Annual real estate taxes on the Real Estate [section 8.10]:

Amount Year

D-7. Tax and assessment proceedings, abatements, exemptions or notices of increased assessed valuation affecting the Real Estate [section 8.10]

D-8. Condemnation proceedings [section 8.12]

D-9. Other liens (these liens will be treated as Permitted Exceptions unless otherwise noted here) [section 8.13]

D-10. Violation Notices [section 10.01]

D-11. Maximum Correction Amount to cure violations, etc. [section 10.06-b] $

D-12. Maximum Repair Amount to pay for repairs [section 11.01-c] $

D-13. Time for Closing [section 12.01]

D-14. Place of Closing [section 12.01]

D-15. Additional items to be prorated [section 15.01-k]

D-16. Maximum Cure Amount to cure title defects [section 17.01-c] $

D-17. Address for notices [section 18.01]

If to Seller:

with a copy to Seller's attorney:

If to Purchaser:

with a copy to Purchaser's attorney:

D-18. Additional broker, if any [section 19.01]

D-19. Party to pay broker's commission [section 19.02]

D-20. The indemnity provisions of section 19.03 will not apply:

[ ] Purchaser's initials

[ ] Seller's initials

D-21. Limitation Date [section 20.03]: , 19__.

Schedule E - Provisions for Purchase Money Mortgage

If (pursuant to section 2.03) Seller is to hold a Purchase Money Mortgage, the following provisions will apply:

E-1. Required Provisions. The Purchase Money Mortgage Documents will contain the following provisions (with appropriate changes to reflect the nature of the Document involved):

a. If a Prepayment Date is specified in section E-6:

"The mortgagor or any owner of the mortgaged premises will have the right to prepay the unpaid indebtedness in whole or in part together with accrued interest, but without premium or penalty, on any scheduled payment date that is on or after [insert here the Prepayment Date specified in section E-6] on not less than 21 days' written notice to the holder hereof."

b. If no Prepayment Date is so specified:

"The mortgagor or any owner of the mortgaged premises will have the right to prepay the unpaid indebtedness in whole or in part together with accrued interest, but without premium or penalty, on any scheduled payment date on not less than 21 days' written notice to the holder hereof."

c. With respect to a certificate from Seller:

"Within ten days after written request by the mortgagor, but not more than twice during any period of 12 consecutive months, the mortgagee will execute, acknowledge and deliver without charge a letter or, upon request, a certificate in recordable form (a) certifying (1) the then unpaid principal balance of the indebtedness secured hereby, (2) the maturity date thereof, (3) the rate of interest, (4) the last date to which interest has been paid and (5) the amount of any escrow deposits then held by the mortgagee, and (b) stating whether to the knowledge of the mortgagee there are any alleged defaults hereunder and, if so, specifying the nature thereof."

d. With respect to notices:

"All notices given hereunder must be in writing and must be delivered personally or sent by prepaid registered or certified mail, addressed to the mortgagor and the mortgagee at the addresses specified herein and to such other parties or at such other addresses, not exceeding two, as may be designated in a notice given to the other party or parties in accordance with the provisions hereof. All notices by mail will be deemed delivered on the third day after mailing."

e. Unless section E-5 provides that the Purchase Money Documents are not to include non-recourse provisions, the Purchase Money Note that is secured thereby will contain the following provision, and the Purchase Money Mortgage Documents will contain comparable provisions:

"Notwithstanding any contrary provision herein, the right of the holder hereof to enforce the obligations of the maker for payment hereof and for performance of the covenants in the accompanying security instrument is limited solely to recourse against the property subject to the security instrument, and in no event will the maker be personally liable for any breach of or default under this note or such security instrument, or for any deficiency resulting from or through any proceedings to foreclose the security instrument, nor will any deficiency judgment, money judgment or other personal judgment be sought or entered against the maker, but the foregoing will not adversely affect (a) the lien of the security instrument or the secured party's right of foreclosure or (b) any claim that the holder or secured party may have by reason of any guarantee, fraud, or receipt by the maker of insurance proceeds or other funds that were properly payable to the holder or secured party. For purposes of this paragraph the term 'maker' includes any party (whether or not disclosed) deriving any right by or through the maker."

f. The Documents will contain any additional provisions of a Continuing Mortgage has agreed (by a document that is entitled to be recorded or filed) that the Continuing Mortgage is subordinate to a Purchase Money Mortgage:

a. The Purchase Money Mortgage Documents will provide that:

i. The Documents are subordinate to the Continuing Mortgage,

ii. The holder of the Documents will, on demand and without charge, execute, acknowledge and deliver any document reasonably required by the holder of the Continuing Mortgage to confirm the subordination,

iii. If the Continuing Mortgage is a variable rate mortgage, the subordination will not be affected by any change in interest rate pursuant to the terms of the Continuing Mortgage, or by any Refinancing, provided in any such case that (A) the rate of interest that is payable on the Continuing Mortgage pursuant to the Refinancing does not at any time exceed the Maximum Interest Rate, and (B) if the principal amount of the Continuing Mortgage after a Refinancing exceeds the principal amount that was owing on all mortgages that were liens on the Real Estate immediately prior to the Refinancing and that were prior to the Purchase Money Mortgage, an amount equal to the excess will be paid at the closing of the Refinancing to the holder of the Purchase Money Note in reduction of the principal payments due thereunder in inverse order of maturity,

iv. In the event of a Refinancing, the Purchaser will cause the mortgagee under the Refinancing to confirm in writing to the holder of the Purchase Money Note that the mortgagee under the Refinancing accepts the above provisions, and

v. The above clauses i through iv will continue in effect until full satisfaction of the Purchase Money Mortgage.

b. The Purchase Money Mortgage Documents will provide that, as used therein, the term "Refinancing" will mean any modification (including but not limited to extension, renewal, consolidation, substitution or replacement) of a Continuing Mortgage, and the term "Maximum Interest Rate" will mean the rate specified in section C-5, or if no rate is so specified, the rate of interest that was payable on the Continuing Mortgage immediately prior to the Refinancing.

E-3. At Closing, Purchaser will (a) pay any governmental charges, and any filing or recording fees, in connection with the Purchase Money Documents, and (b) provide at its expense a commitment issued by Title Insurer to issue a mortgage title insurance policy insuring the lien on the Real Estate of the Purchase Money Mortgage, in the amount thereof.

E-4. Definitions. Unless otherwise required by the context, the following terms have the indicated meanings:

a. The "Purchase Money Documents" consist of the Purchase Money Mortgage Documents and the Purchase Money Note.

b. A "Purchase Money Mortgage" is the mortgage that is referred to in section 2.03.

c. The "Purchase Money Mortgage Documents" are any Purchase Money Mortgage and any other instruments that secure payment of the Purchase Money Note.

d. A "Purchase Money Note" is the note that is referred to in section 2.03.

E-5. The Purchase Money Documents will contain non-recourse provisions unless Purchaser has initialled here

E-6. The Purchase Money Documents will not contain a pre-payment date unless the date is specified here

E-7. The Purchase Money Documents will be in the form attached to this Schedule E, or are identified as follows

E-8. The Purchase Money Documents will also contain the following provisions: