INSTALLMENT AGREEMENT FOR DEED (commercial in nature)

Disclaimer: The information contained herein should not be construed as giving legal advice. It is offered only in the interest of promoting scholarship and the exchange of ideas relative to real estate installment contracts. This sample contract is not intended to be a substitute for one’s own legal research and conclusions relative thereto.

Installment Agreement for Deed, hereafter referred to as Agreement, made and entered into this       day of      , by and between      , hereafter referred to as Purchaser, and      , hereafter referred to as Seller.

WITNESSETH:

In consideration of the mutual covenants contained herein by and between Purchaser and Seller and of $10.00 (ten dollars) and other good and valuable consideration deemed sufficient and adequate by the parties, it is agreed as follows:

1. PROPERTY PURCHASED: Seller agrees to sell and Purchaser agrees to purchase, upon the terms and conditions hereafter set forth, the real estate legally described on the attached Exhibit A and commonly known as      .

2. PERSONALTY: At the time of closing pursuant to this Agreement, Seller shall give to Purchaser a Bill of Sale for the following items:      

As long as Purchaser is not in default under any provision of this Agreement, Seller grants to Purchaser an exclusive license to use and operate all personal property hereunder. Purchaser agrees to repair or replace such items of personal property as necessary with personal property of like quality. In the event of default, the license of Purchaser herein shall expire. Purchaser shall hold the personal property as a trustee for the benefit of Seller, which trustee shall terminate upon the expiration of this license by default or conveyance. Purchaser shall have no right, title, or interest in any personal property repaired or replaced pursuant to this Section. However, Purchaser may remove such personal property and dispose of the same as Purchaser deems necessary for any improvements to the premises as a whole as permitted herein or as to which Seller may consent.

Purchaser agrees to accept the improvements and all personal property in “AS IS” condition at the date of this Agreement.

3. CONVEYANCE: Seller agrees that if Purchaser shall make all the payments and perform all the covenants and agreements in this Agreement required to be made and performed by said Purchaser at the time and in the manner hereafter set forth, Seller shall convey to Purchaser by recordable       deed, in      

1

tenancy, the aforesaid real estate, together with all buildings and improvements thereon, and subject to the following matters:

(a) acts or omissions of Purchaser and the rights of all persons claiming by, under, or through Purchaser;

(b) general taxes for the year       and subsequent years, and all taxes, special assessments and special taxes levied after the date of the preliminary closing as hereafter specified;

(c) covenants, conditions, and restrictions of record;(d) building lines and building and zoning laws and ordinances;(e) utility easements;(f) roads and highways;(g) party wall rights and agreements, if any;(h) the rights of parties in possession as tenants under existing leases or

tenancies and such other matters to which title may be subject over which Seller may elect to obtain title insurance or which Purchaser may remove by paying a sum certain or may elect to take subject to.

4. PURCHASE PRICE: The agreed purchase price of the premises in the sum of      , payable as follows:

(a) Earnest money in the amount of      , to be paid to       as Escrowee for the mutual benefit of the parties herein.

(b) The sum of       payable at the real estate closing of this Agreement, plus or minus prorations;

(c) The balance of       with interest at the rate of       per annum on the unpaid balance, due in payments of       a month. The payments shall apply first to unpaid interest and then to principal. Payments shall commence on the       day of       and thereafter be paid on the       day of each subsequent month until the entire purchase price is paid in full, provided, however, that the entire balance of unpaid principal and interest shall be due in one final balloon payment on      .

(d) Purchaser agrees to pay       as additional principal on or before      . The monthly payments of principal and interest shall be reduced upon any prepayment of the principal as a result of the prepayment. The new monthly payment shall be based on an amortization schedule of       years at an interest rate of       per annum. The balloon payment date of       shall be unchanged.

(e) Purchaser may prepay any amount of principal due on any installment payment date in addition to the payment of the monthly installment without penalty. Prepayment of any principal sum shall not exempt Purchaser from payment in full of the next successive installment. All prepayments shall be applied to principal only, provided payments are current; otherwise, prepayments shall be applied first to interest or late charges, then to principal.

2

5. PRELIMINARY CLOSING: The preliminary closing (i.e., the closing of this installment agreement for deed) shall take place on       at the       office of Chicago Title Insurance Company, or such other date or place as agreed to by the parties in writing. At the preliminary closing, the following matters and any other pertinent issues shall be transacted:

One: Insured Title: At least       days prior to closing Seller shall present to Purchaser a title insurance commitment for an ALTA 2006 Owner’s title insurance policy (hereafter referred to as a contract purchaser’s title policy) issued through the       office of Chicago Title Insurance Company in the full amount of the sale price. Said commitment shall be for the land described in Exhibit A and shall be subject to only those matters that are set forth in paragraph 3 as permitted exceptions.

In addition, the contract purchaser’s title policy, when issued, ___ will ___ will not (check one) not be subject to the five general exceptions.

In addition, the contract purchaser’s title policy, when issued, ___ will ___ will not (check one) be subject to Seller’s mortgage recorded       as document       in the amount of      .

If this title insurance commitment discloses title exceptions other than these permitted exceptions (hereafter unpermitted exceptions), Seller shall have       days from receipt of this commitment up to and through the intended closing date to cure said exceptions, provided that those exceptions that may be reduced to the payment of a sum of money shall at closing be paid off from Seller’s proceeds. Other unpermitted exceptions may be cured either by title insurance company endorsement in a form acceptable to Purchaser or by removal from the commitment and policy by Chicago Title Insurance Company. The title insurance commitment shall be conclusive evidence of merchantable title.

In the event the title commitment shows unpermitted exceptions and such exceptions are not removed or endorsed over before or at the closing, Purchaser may, at his sole option, either (i) terminate this Agreement by written notice to Seller, in which case the earnest money, including interest thereon, if any, shall be paid to Purchaser; or (ii) proceed to close and deduct from the cash portion of the purchase price payable at closing such an amount as Chicago Title may deem necessary for Chicago Title to remove such exceptions or indorse over such exceptions by an endorsement acceptable to Purchaser, assuming said exceptions can be cured by payment of cash and/or title company endorsement; or (iii) refuse to close by giving written notice to Seller with a copy of said notice to the listing real estate broker, if any, in which event the earnest money, including interest thereon, shall be returned to Purchaser, and Purchaser may pursue all his rights and remedies under this Agreement, at law or in equity, against Seller.

3

Two: Prorations:

(a) Rents: Rents and other charges collected by Seller, if any, for the month of closing shall be prorated by way of credit to Purchaser. Seller hereby assigns any right of legal action he may have against any tenant to Purchaser. Seller shall credit to Purchaser all rents and security deposits represented to Purchaser to be payable on account of the occupancy of the rental units as of the time of the signing of these Articles of Agreement. No adjustment shall be made for a non-payment of rent between the time of the signing of this Agreement and the preliminary closing date.

(b) Security Deposits: Security deposits, if any, shall be assigned to Purchaser at closing. Seller shall not, between the date of the signing of this Agreement and the preliminary closing, apply any security deposit to rent due from any tenant whose lease shall not have terminated prior to the preliminary closing, but shall assign the same to Purchaser.

(c) Interest: Interest on the Articles of Agreement shall be credited to Seller to the end of the month, so that Purchaser’s payment of principal and interest shall begin on the first day of the month following the month of closing, or a reverse credit shall be given to Purchaser to begin principal and interest payments on the first day of the month following closing.

(d) Real estate taxes: Real estate taxes shall be prorated per paragraph 6 (Real Estate Taxes). In the event special assessments are levied in installments prior to the preliminary closing, but are due after the preliminary closing, Seller shall at Seller’s option have the right to pay special assessment installments only as they become due and payable until the time Purchaser has paid to Seller all payments due pursuant to this agreement. At the closing where at Seller delivers his deed to Purchaser (hereafter called “final closing”), Seller shall pay all remaining installments, if any, of these special assessments, provided that Seller is obligated under paragraph 3 of this Agreement to deliver his deed free and clear of said unpaid special assessments.

(e) Stamps and title expense: Seller shall, at final closing credit Purchaser for state and county revenue stamps. In the event there is a municipal ordinance that requires the payment of transfer stamps, the party obligated by said ordinance to pay for the stamps shall do so at the final closing. Payment for the contract purchaser’s title insurance policy shall be the Seller’s expense, but charges for any subsequent title insurance policy shall be the Purchaser’s expense. Title company charges for the preliminary closing and the final closing shall be billed as follows:      

(f) All prorations shall be against the balance due hereunder and not against cash. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the property and therefore entitled to the income there from and responsible for the expenses thereof for the entire day upon which closing occurs. All such prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of the

4

preliminary closing date. All prorations are final, except as may be otherwise provided. Bills received after closing that relate to expenses incurred, services performed, or amounts attributed to the period prior to the preliminary closing date shall be paid by Seller.

Three: The additional following documents shall be delivered by Seller to Purchaser at the preliminary closing:

(a) Originals of all leases and applications with tenants presently in possession, together with assignments thereof

(b) Letters to tenants directing to pay all future rents to Purchaser and advising that the security deposit, showing the amount of said security deposit, has been delivered to Purchaser

(c) Keys to all locks(d) At least five days prior to the preliminary closing, Seller shall deliver to

Purchaser a ___ Illinois boundary survey ___ ALTA/ACSM land title survey (check one) that discloses all visible improvements located on the land and meets the appropriate survey standards. An encroachment or violation shall be deemed a permissible title exception if it can be endorsed over on the contract purchaser’s title policy by appropriate endorsement. Otherwise, Purchaser may accept title to the land subject to the encroachment or violation; otherwise, in the event Purchaser chooses not to accept his title subject to said encroachment or violation, this Agreement shall be null and void and all monies previously deposited by Purchaser shall be returned to Purchaser.

(e) Affidavit of Title(f) ALTA statement(g) Escrow agreement(h) Bill of Sale(i)       Deed from       to      (j)       (reconveyance) deed from       to      (k) State, county (and city) real estate transfer declarations(l) Authority documents (corporation, partnership, LLC, etc.)(m) An assignment of insurance from Seller to Purchaser; an insurance

policy (liability) in the amount specified in this Agreement or greater, naming Seller and Purchaser as co-insureds.

(n) Proration statement(o) Title clearance documents, such as:      (p) Such other documents as may be reasonably required by Purchaser in

order to operate the building (if applicable)

6. REAL ESTATE TAXES:

Option 1: No Escrow

5

Seller shall pay the       real estate taxes in full and credit Purchaser for the       taxes. The tax proration is to be based upon the most recent ascertainable tax information available at the time of the preliminary closing. Seller shall furnish a paid receipt for said taxes at the closing. The       real estate taxes shall be reprorated upon receipt of the actual tax bill(s). Purchaser shall pay the       taxes and all subsequent real estate taxes when due and furnish Seller evidence of payment within fifteen days of payment.

Option 2: Tax Escrow

Seller shall pay the       real estate taxes in full and credit Purchaser for the       real estate taxes. The tax proration is to be based on the most recent ascertainable tax information available at the time of the preliminary closing. The       real estate taxes shall be reprorated upon receipt of the actual tax bill(s). In addition to the agreed monthly installments of principal and interest, Purchaser shall also pay Seller an amount equivalent to       percent of the most recent tax bill. This amount, hereafter called “tax escrow,” shall be paid over time, on a monthly basis, with each payment being one-twelfth of the amount due. These monthly payments shall be paid concurrently with the principal and interest installment contract payments, beginning when the first principal and interest payment is due and continuing until such time as all principal and interest payments have been paid. This tax escrow will be used to pay the       real estate taxes and then all subsequent years until all principal and interest payments have been paid. As real estate taxes increase, so shall the amount of this tax escrow. In the event these monthly tax payments are not enough to pay the real estate taxes, Purchaser agrees to deposit any required deficit upon notice from Seller. Seller shall provide proof of payment of taxes to Buyer within       days of payment. Seller shall be responsible for all tax penalties in the event of nonpayment when Purchaser has made all required tax escrow payments with sufficient time to allow Seller to pay said real estate taxes.

Option 3: Variations of the above

(If Seller is to hold a tax escrow, then insert a limitation to the tax credit that Seller will hold so that the entire tax credit will not be lost to Purchaser.)

“No escrow of tax credit shall be taken if Seller is paying the current year’s taxes directly to the county; otherwise, the credit to the tax escrow shall be limited to three months of the credit for the annual real estate taxes. Purchaser shall deposit this credit with Seller by way of a reverse credit on the closing statement executed at the preliminary closing.”

Or in the alternative: “Purchaser shall initially deposit with Seller by way of reverse credit on the closing statement all of the real estate taxes for the year      .”

6

Option 4: More variations

Seller shall pay the       real estates taxes in full and credit Purchaser for the       real estate taxes. The tax credit shall be based on the most recent ascertainable tax information available at the time of the preliminary closing. Purchaser shall deposit with Seller by way of a seller’s credit on the closing statement all of the tax credits to Purchaser and Seller agrees to hold said credits as an escrowee for the benefit of Purchaser. The       real estate taxes shall be reprorated upon receipt of the actual       real estate tax bill(s), each party as necessary remitting to the other upon notice the balance owed.

In addition to the agreed monthly installments of principal and interest, Purchaser shall also pay Seller an amount equivalent to       percent of the most recent tax bill. This amount, hereafter called “tax escrow,” shall be paid over time, on a monthly basis, with each payment being one-twelfth of the amount due. In the event other taxes (including a Special Service Area tax) or assessments are assessed after the preliminary closing, these shall be paid by Purchaser to Seller in the same manner as described herein. These monthly payments shall be paid concurrently with the principal and interest installment contract payments, beginning when the first principal and interest payment is due and continuing until such time as all principal and interest payments have been paid. This tax escrow will be used to pay the       real estate taxes and then all subsequent years until all principal and interest payments have been paid. As real estate taxes increase, so shall the amount of this tax escrow. In the event these monthly tax payments are not enough to pay the real estate taxes, and if Seller must maintain a tax escrow account with a lender, Purchaser agrees to deposit any amount necessary to avoid a deficit in Seller’s tax escrow account. (Otherwise, in the event Seller has no tax escrow account with a lender, then if these monthly tax payments are not enough to pay the real estate taxes, Purchaser agrees to deposit any required deficit upon notice from Seller.) Seller shall provide proof of payment of taxes to Buyer within       days of payment. Seller shall be responsible for all tax penalties in the event of nonpayment when Purchaser has made all required tax escrow payments with sufficient time to allow Seller to pay said real estate taxes.

In the event the Seller’s lender’s tax escrow includes a required property insurance payment, then Purchaser’s tax escrow payments shall also include similarly structured insurance payments that are based on the most recent property insurance premium. However, the credit to Seller for prepaid insurance shall be the computed credit or escrow balance, whichever is greater.

7. INSURANCE: Purchaser shall keep all buildings on the land insured against loss by fire, lightning, windstorm, and extended coverage risks with an insurance company reasonably acceptable to Seller and in an amount at least equal to the unpaid balance of the installment contract price. Said insurance shall be in Seller’s name and be at Purchaser’s expense. This insurance, together with all

7

additional or substituted insurance, shall require all payments for loss to be applied towards the purchase price. Purchaser shall deliver the policy(s) to Seller. Said insurance shall also provide for comprehensive general liability in an amount no less than       per occurrence and shall include the improved and, if any, unimproved properties. Purchaser shall provide a binder or original policy at the preliminary closing with a one-year paid receipt. The policy shall provide that the policy cannot be cancelled without Seller being notified at least ten days prior to cancellation. In the case of loss or damage to the improvements on the land, whether before or after possession is given hereunder, any insurance proceeds to which either or both of the parties hereto shall be entitled on account thereof shall be used, one, in the event the insurance proceeds are sufficient to fully reconstruct or restore such improvements, then the insurance proceeds shall be used to pay for the restoration or reconstruction of such damaged or lost improvements, or two, in the event the insurance proceeds are not sufficient to fully reconstruct or restore such improvements, then the insurance proceeds shall be applied towards the unpaid balance of the purchase price.

Assignment of Seller’s Insurance Policy:

Seller shall assign to Purchaser all of Seller’s right, title, and interest in Seller’s existing fire insurance policy. Purchaser will, however, obtain a separate liability insurance policy naming Seller as an additional insured or owner of the real estate in the amount as specified in this Agreement.

7A. DUAL INSURANCE REQUIREMENT:

In the event the parties maintain dual insurance, all claims shall be made on Purchaser’s insurance policy and remuneration shall be paid under that policy to the extent of loss, or if not available, then on Seller’s insurance policy. Neither party shall be liable to the other for a breach in the event loss payable provisions are subject to dispute by the insurer.

8. PURCHASER’S COVENANTS:

In addition to the covenants set forth in this Agreement, Purchaser covenants as follows:

(a) Purchaser agrees to perform all duties and meet all obligations set forth herein, other than the monetary obligations due Seller’s mortgagee, which monetary obligations are to be met by the Seller.

(b) Purchaser agrees to not assign or encumber his interest in the premises, and to not assign his interest in this agreement without the express written consent of Seller, which consent shall not be unreasonably withheld.

(c) Purchaser will permit Seller at all reasonable times to inspect the premises and personal property. Seller shall advise Purchaser in writing five days prior to any interior inspection of the property.

8

(d) Purchaser will defend at his own cost and hold Seller harmless from any action, proceeding, or claim affecting the premises or personal property that arises out of Purchaser’s equitable ownership of the property pursuant to this agreement.

(e) Purchaser will maintain and keep in       County, Illinois, in a location or locations disclosed in writing to Seller, all leases, service agreements, and other documents relating to Purchaser’s equitable ownership of the property.

(f) Purchaser agrees to promptly and faithfully comply with, conform to, and obey all present and future laws, ordinances, rules, regulations, and requirements of every duly constituted governmental authority or agency having jurisdiction over the property and relating to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair, or reconstruction of the property or personal property on or in the property, or any part thereof.

(g) Purchaser agrees to comply with all governmental laws, ordinances, regulations, and requirements affecting the premises.

(h) Purchaser agrees that he will not create, cause, or maintain, or suffer to be maintained, any nuisance or any waste in or about the premises. Purchaser will not use the premises, or suffer the same to be used, for any illegal or unlawful purpose, or in any hazardous or wasteful manner.

9. NEGATIVE COVENANTS:

Purchaser further covenants and agrees that until the final closing and payment in full to Seller, he will not:

(a) Abandon the premises or personal property; or use or occupy the premises or any part thereof (or allow the same to be used or occupied) for any unlawful purpose or in violation of any certificate or permit of occupancy or certificate of compliance covering or affecting the use thereof; or suffer any unlawful act to be done on any part thereof; or allow any article to be brought thereon that may be dangerous, unless safeguarded as required by law, or that may in law constitute a public nuisance or private nuisance, or that may make void or voidable any insurance then in force with respect thereto.

(b) Commit or knowingly permit any waste of the premises or personal property.

(c) Enter into any leases relating to the premises with any person or entity except (i) with persons who will actually occupy residential units in the premises as their residences; (ii) at rentals of not less than prevailing rental rates in the area in which the premises is located; (iii) for leases without any rights or option on the part of each tenant to either extend the term of such lease or acquire any interest in the premises other than normal possessory rights or a tenant under a standard apartment lease; (iv) for leases without any rent concession (unless such concession is

9

approved in writing by Seller; and (v) for leases with any promises, orally or in writing, for work, improvements, decorating or repair to any apartment or to the premises.

10. POSSESSION: Possession, subject to the rights of existing tenants, shall take place at the preliminary closing. In the event the preliminary closing is delayed, then possession shall be delayed until the date of the preliminary closing.

Purchaser shall continue after the final closing to hold Seller and his assigns harmless and to reimburse Seller and his assigns for any cost or expense incurred by Seller resulting from any violation of sections 9 or 10 hereof.

11. VESTING OF TITLE:

Option One, Ordinary vesting of title language: Title to the subject real estate shall remain in Seller until principal balance and accrued interest have been fully paid. Purchaser shall have only the right to possession and the income there from for so long as Purchaser shall not be in default hereunder. Purchaser shall also be entitled to all income tax or other tax deductions as may be associated with the ownership of real property. No right, title, or interest, legal or equitable, in the premises or any portion thereof shall vest in Purchaser until delivery of the deed aforesaid by Seller, except as may be otherwise provided by law.

Option 2, Corporate sale of real estate: Seller shall execute a corporate warranty deed and deposit same in escrow with Seller’s attorney. In the event of a corporate dissolution, Seller shall cause distribution to be made to a distributee(s) who shall first agree in consideration for such distribution to assume Seller’s obligations hereunder in writing and with notice to Purchaser. Thereafter all payments and obligations of Purchaser shall run to said distributee(s). Title to the subject real estate shall remain in the Seller until principal balance and accrued interest have been fully paid. Purchaser shall have only the right to possession and the income there from for so long as Purchaser shall not be in default hereunder. Purchaser shall also be entitled to all income tax or other tax deductions as may be associated with the ownership of real property. No right, title, or interest, legal or equitable, in the premises or any portion thereof shall vest in Purchaser until delivery of the deed aforesaid by Seller, except as may be otherwise provided by law.

12. IMPROVEMENTS AND REPAIRS: Purchaser may paint decorate, and make minor repairs to the premises, provided that no mechanic’s lien shall be allowed to attach to the premises. Purchaser shall make no repairs in excess of $5,000 or any load-bearing structural alterations on the premises without first obtaining Seller’s written consent, which consent shall not be unreasonably withheld. Purchaser shall maintain the improvements of said premises in a good state of repair and will not permit others on said premises to commit waste or

10

otherwise impair the value of the security of the Seller, being all the personal property and the real estate subject to this agreement. If Purchaser fails to make any such repairs or suffers or commits waste, Seller may elect to make such repairs and eliminate such waste and the cost thereof shall, in addition to the purchase price, become immediately due and payable to Seller with interest at       thereon per annum until paid in full.

13. DEFAULT PRIOR TO CLOSING: If Purchaser defaults after the execution of this Agreement but prior to the preliminary closing, the earnest money shall be forfeited and applied to payment of the real estate agent commission, which shall not exceed the amount of the earnest money, and any expenses incurred, and the balance, if any, shall be paid to Seller. At Seller’s option, such forfeiture may be in full settlement of all damages. If Seller defaults, at the option of Purchaser, the earnest money shall be refunded to Purchaser and this Agreement shall be null and void or Purchaser may require Seller to perform his obligations under this Agreement. If a dispute arises between Seller and Purchaser as to whether default has occurred, Chicago Title Insurance Company shall hold the earnest money, and in the event agreement cannot be reached by Seller and Purchaser within thirty days after notice to Chicago Title Insurance Company that such dispute has arisen, the parties agree that Chicago Title Insurance Company may deposit the funds with the Clerk of the Circuit Court of       County, Illinois, or hold same as may be jointly directed by the parties.

14. DEFAULT SUBSEQUENT TO PRELIMINARY CLOSING: (a) In the event Purchaser fails to make any payment or perform any covenants of Purchaser contained herein, this Agreement shall, at the option of Seller, be forfeited, and Purchaser shall forfeit all payments made pursuant to this Agreement, which payments may be retained by Seller but only in full satisfaction and as liquidated damages sustained by Seller. Seller shall have the right to re-enter and take possession of the premises. This Agreement shall be conclusively determined to be null and void by the filing by Seller of a written Declaration of Forfeiture in the Recorder’s Office of       County, Illinois. However, as stated below in the following section, prior to taking any action hereunder, Seller shall first specify in writing the alleged default and deliver such notice to Purchaser. Purchaser shall then have thirty days to cure said default. Thereafter, at Seller’s option, Seller may proceed with his remedies as provided by Illinois law. (b) In the event Seller fails to perform any covenant of this agreement and upon notice thereof by Purchaser, then Purchaser shall be entitled to all legal and equitable remedies that may be available to Purchaser.

15. GRACE PERIOD/NOTICE: All installments due hereunder are due promptly upon the date specified herein. There is a ten-day grace period, but from and after ten days after the payments are due, Seller shall be entitled to charge a penalty of       percent of the unpaid installment. No forfeiture, default, breach, or violation of this Agreement shall be declared or claimed by either party unless there is first given a written notice by certified mail to the other party’s address,

11

as set forth herein in section 23, specifying the nature of the forfeiture, default, breach, or violation. Either party shall have thirty days after receipt of such notice to cure said alleged forfeiture, default, breach, or violation.

16. CODE VIOLATIONS: Seller represents to Purchaser that as long as Seller has owned the premises (or if Seller has owned the premises for more than ten years, then within the last ten years) Seller has not received a notice of a building code violation from any city, village, or other governmental authority.

17. TRANSFER/LEASE, Version No. 1: Purchaser shall not transfer, assign, convey, hypothecate or encumber any of Purchaser’s interest hereunder for value or otherwise without first obtaining Seller’s written consent. In the event of a violation of this provision, Seller shall have the right to declare all sums immediately due and payable hereunder with interest at the rate of       per annum, as determined from the date of violation. Any such transfer will not discharge Purchaser from his obligations, liabilities, and covenants set forth in this Agreement.

17. TRANSFER/LEASE, Version No. 2: Purchaser may transfer, assign, and convey any interest hereunder for value or otherwise, on the condition that Purchaser shall at all times remain liable for the payment of funds and other monetary responsibilities under this Agreement. Purchaser shall be entitled to lease the premises on such terms and conditions as Purchaser may deem appropriate, except that no lease shall be for more than one year in duration and any such lease shall include a provision for a one-month security deposit. Purchaser shall be entitled to all rights set forth in the Forcible Entry and Detainer Act, 735 ILCS 5/9-101 et seq.

18. ASSIGNMENT OF RENTS: As additional security in the event of default, Purchaser assigns to Seller all unpaid rents and all rents that accrue thereafter, and in addition to the remedies provided above, Seller may collect rent due and owing and may seek the appointment of a receiver. Purchaser shall execute an assignment at closing.

19. COSTS AND EXPENSES: In addition to all sums due hereunder, Purchaser shall pay to Seller all costs and expenses, including attorney’s fees and court cost, incurred by Seller in any action or proceeding to which Seller may be made a party by reason of being a party to this Agreement and not arising from Seller’s fault. Furthermore, in all cases Purchaser will pay to Seller all costs and expenses, including attorney’s fees incurred by Seller enforcing any of the covenants and provisions of this Agreement or in negotiating any covenants and provisions of this Agreement and incurred in any action brought by Seller against Purchaser on account of the provisions hereof. All such costs and expenses and attorney’s fees may be included in and form a part of any judgment entered in a proceeding brought by the Seller against Purchaser on or under this Agreement. Conversely, Seller shall pay all of Purchaser’s expenses and attorney’s fees in

12

the event Purchaser must bring an action or otherwise obtain counsel to enforce the terms of this Agreement.

20. SELLER’S MORTGAGE: Seller agrees to promptly make all payments to Seller’s mortgagee when due, including any payments of taxes and insurance. Seller shall upon reasonable demand by Purchaser exhibit proof of payment of his current mortgage. Purchaser shall have the right of offset for any payments of Seller’s mortgage that Purchaser is required to make in the event Seller fails to make payments as provided herein. (That is, in the event Seller does not make these payments, Purchaser may do so; any such payment(s) shall be deducted from the purchase price of the property.

21. DUE ON SALE: Purchaser acknowledges that Seller’s mortgage contains a due-on-sale provision. In the event Seller’s mortgagee accelerates the mortgage as a result of the due-on-sale provisions of Seller’s mortgage, then the parties agree as follows:

(a) Seller may refinance the premises or pay off the loan in full. If Seller refinances the premises, Purchaser agrees to subordinate all interest hereunder to the first mortgagee. The balance refinanced shall be the same amount as necessary to pay off the current first mortgage. Refinancing may be made through renegotiation with the first mortgagee. The interest rate of Purchaser shall be increased hereunder one-half of the difference between Purchaser’s contract rate hereunder and the renegotiated or refinanced interest rate, but only as to the amount refinanced. The interest rate set forth under this Agreement shall apply to the difference between the amount refinanced and the balance due Seller. No change in amortization shall be made. Any additional fees, or “points,” charged by the lender shall be equally divided between the parties.

(b) If Seller pays off the mortgage in full, then the interest rate hereunder, as to the amount paid off, shall be increased in the same manner as if refinanced or renegotiated, as if Seller’s first mortgagee is making a first mortgage. Purchaser shall not pay any “points” or other charges.

(c) If Seller does not refinance or pay off the loan in full, Purchaser shall refinance or pay off the loan. If Purchaser refinances, then he shall be entitled to a deed in the same manner as if this Agreement had been paid in full. Purchaser shall be entitled to a deduction against the balance due Seller in the amount of one-half of the additional cost of interest over the balance of the period of this Agreement between the interest payable to Seller under this Agreement and the interest payable to the lender, but only as to the balance due Seller hereunder. If Purchaser refinances, then Seller agrees to accept a second mortgage, to be amortized over the balance of the period then remaining to Seller at the time of refinancing. The amount of the second mortgage shall be the balance of this Agreement then due at the time of refinancing. The interest rate shall be the interest rate as set forth in this Agreement.

13

(d) Seller agrees to hold Purchaser harmless from any additional charges, including court costs and attorney’s fees imposed by Seller’s mortgagee in an action to foreclose or other action to collect funds as a result of the violation of this due-on-sale clause.

(e) (Another option to the above) In the event Seller’s mortgage accelerates pursuant to the enforcement of its due-on-sale clause and resulting from the execution of this Agreement, then the parties agree that Purchaser shall pay one-half of the balance due to pay off the first lender, and Seller shall pay one-half of the balance due to pay off the first lender. Seller shall thereafter grant to Purchaser a purchase money mortgage in an amount then equal to the balance of this Agreement plus Purchaser’s one-half prepayment of the balance due Seller’s mortgagee.

22. LAND TRUST: Purchaser may direct Seller to transfer title to the property into an Illinois land trust at Purchaser’s expense wherein Seller shall be beneficiary and holder of the power of direction. When Purchaser has paid Seller all payments due pursuant to this Agreement, Purchaser may elect to receive an assignment of the beneficial interest of said trust in lieu of a deed.

23. NOTICES AND PAYMENTS: All notices and demands shall be in writing. Any notice may be given by mailing said notice via certified mail to Seller at       with a copy to Seller’s attorney at       and to Purchaser at       with a copy to Purchaser’s attorney at      . Notice shall be deemed given on the date mailed.

All payments hereunder are to be made jointly with rights of survivorship to       and       or as these parties shall in writing direct from time to time.

24. BINDING AGREEMENT: This Agreement shall be binding upon the heirs, successors and assigns of the respective parties. In the event of the death of any party to this Agreement, and provided that the conditions and covenants are performed by the respective successors in interest, no forfeiture or other action shall be taken by the other party.

25. EMINENT DOMAIN: In the event that an eminent domain proceeding affecting the property, or any portion thereof, is commenced prior to the preliminary closing, Seller shall immediately give written notice to Purchaser, and Purchaser shall have the right, but not the obligation, to terminate this Agreement by written notice to Seller within ten days after the mailing of this notice. In the event this Agreement is terminated, the earnest money, together with the interest thereon, shall be returned immediately to Purchaser, and neither party will have any further liability to the other. If Purchaser does not terminate this agreement pursuant to the provisions of this section, Seller shall assign to Purchaser all of Seller’s right, title, and interest with respect to such proceeding, including any awards, damages, or other compensation arising from such proceeding. However, said proceeding shall not have any effect on Purchaser’s obligations to timely perform its duties and obligations hereunder.

14

Notwithstanding the above, if there is a condemnation award after the preliminary closing but prior to the balloon payment date of this Agreement, said award shall be paid out as follows: Seller’s mortgagee, if any, shall be the first party to be paid. The balance of the award, if any, shall be paid to Seller. After Seller’s lender and Seller are paid, the balance of the award, if any, shall then be paid to Purchaser.

26. PARTIAL INVALIDITY: In case one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity of the remaining provisions shall in no way be affected or prejudiced thereby.

27. COUNTERPARTS: This Agreement may be executed in any number of counterparts; each counterpart shall constitute an original.

28. ILLINOIS LAW CONTROLS: This Agreement shall be governed by and construed according to the laws of the State of Illinois.

29. TIME IS OF THE ESSENCE: Time shall be of the essence of this Agreement. The acceptance of any payment hereunder after its due date shall never be a waiver of the right to require other payments hereunder to be made in the manner and at the time provided for herein.

30. ESCROW OF DOCUMENTS: Seller agrees to deposit with Chicago Title Insurance Company all documents of conveyance, including transfer tax declarations, which shall be delivered to Purchaser upon completion of this Agreement under the form of escrow agreement that is attached to this Articles of Agreement.

31. LAND TRUSTEE: In the event the owner of the fee simple estate is a land trustee, then its execution of this Agreement shall be on behalf of its beneficiaries who by direction to said land trustee to execute this Agreement undertake the individual responsibility of all duties as if this agreement had been signed individually by them. The land trustee shall attach its standard exculpation clause to the signature page of this Agreement.

32. RECORDING: The parties agree that they will record a memorandum of this Agreement with the Recorder of Deeds of       County, Illinois. The parties agree that they will not record this Agreement.

Dated:      

Purchaser:      

Seller:      

15