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A.             Borrower is the owner of certain real estate located in Champaign County, Illinois and legally described in Exhibit A-1 attached hereto (the "Land”) and all improvements situated thereon (the "Improvements"). The Land and the Improvements are hereinafter sometimes collectively referred to as the "Real Property".  For purposes of this Agreement, (i) "Intangible Property" shall mean all right, title and interest of Borrower in (a) all leases, subleases and rental agreements, including unapplied security deposits, affecting the Real Property (including without limitation the Leases (as hereinafter defined)), (b) to the extent assignable, all current licenses and permits affecting the Real Property, (c) all maintenance, service or other agreements affecting the Real Property, (d) to the extent assignable, any and all warranties and guaranties relating to the Real Property, (e) any and all refunds and prepayments that are now due or hereafter become payable to Borrower under any agreements or contractsrelating to the Real Property and (f) all rights of Borrower if any, in the name of the Real Property and all telephone exchange numbers used at the Real Property by Borrower or any manager of the Real Property; and (ii) "Personal Property" shall mean the tangible personal property owned by Borrower located at the Real Property.  The Real Property, Intangible Property and Personal Property are collectively referred to as the "Property". 

B.             Lender originally loaned Borrower the sum of Four Hundred Seventy-Five Thousand Four Hundred and No/100 Dollars ($475,400.00) which amount was increased to Five Hundred Twenty-Five Thousand Four Hundred and No/100 Dollars ($525,400.00) (the "Loan"), which Loan is evidenced, secured or otherwise governed, in part, by the following documents:

E.             Borrower is in default with respect to the Loan and Lender, because Borrower has failed to make payments when due resulting in Lender’s acceleration of the maturity of the Loan, as a consequence thereof, Lender is entitled to exercise all of its rights and remedies under the Loan Documents, including, without limitation, the foreclosure of its mortgage lien and other liens on and security interests in the Property.

F.              As a consequence of the Existing Default, Lender is entitled to exercise all of its rights and remedies under the Loan Documents, including, without limitation, the foreclosure of the Mortgage and other liens on and security interests in the Property.

I.               The Borrower and Lender are of the good faith opinion that the value of the Covenantconstitutes fair consideration for the Property.

J.              The Borrower and Lender have agreed to enter into this Agreement (and certain other documents) to provide for the transfer to Lender (or its designee) of all of the right, title and interest in and to the Property in lieu of the Borrower and Lender incurring the time, expense and inconvenience involved in pursuing and defending against a foreclosure action and a collection action by Lender in enforcing its other remedies under the Loan Documents.

1.              Incorporation of Recitals.  The foregoing Recitals are hereby incorporated into the body of this Agreement as if fully set forth herein.

2.              Transfers; Consideration.  The Borrower agree to transfer to Lender or Lender's nominee or designee (any such nominee or designee being hereafter referred to as a "Designee"), and Lender agrees to accept or cause Designee to accept, all of the Borrower’s right, title and interest in the Property free of any right of redemption or any other right or interest of anyone other than Lender claiming by, under or through the Borrower, but such conveyance shall be subject to the "Permitted Title Matters" (as hereinafter defined), including, without limitation, the Loan Documents.  Such transfer by the Borrower to Lender shall occur at _:__ a.m./p.m. Chicago time on March __, 2014 (the "Closing Date") at the offices of Lender’s counsel:  Harrison & Held, LLP, 333 W. Wacker Drive, Suite 1700, Chicago, IL 60606 (the "Title Company") through delivery of such deed, bill of sale, assignments and other transfer documents as Lender may reasonably require, in the forms attached hereto as Exhibit B (the "Conveyance Documents").  In addition, at Closing, the parties hereto shall execute and deliver the other documents described in Exhibit Cattached hereto (the "Other Closing Documents") to facilitate the transfer of the Property to Lender or Designee, as applicable, and to otherwise more fully express the agreements of the parties relating to such transfer (the Conveyance Documents are also listed on Exhibit C and, together with the Other Closing Documents are referred to herein collectively as the "Closing Documents").  The consideration given by Lender and/or received by the Borrower in connection with the transfer of the Property by the Borrower to Lender or Designee, as applicable, includes, without limitation, (a) the cost savings to the Borrower of not having to engage in legal proceedings relating to the exercise of remedies under the Loan Documents by Lender and (b) the Covenant to be delivered to the Borrower by Lender.  The consideration received by the Lender in connection with the transfer of the Property from the Borrower to Lender or Designee, as applicable, includes, without limitation, the cost savings and the savings of time, delay and inconvenience that would be involved in exercising the remedies available to Lender under the Loan Documents.

3.              Closing.  The consummation of the transactions contemplated hereunder (the "Closing") shall occur on the Closing Date; provided, however, that such transactions shall not be deemed to be effective until (a) the deed (the "Deed") conveying title to Lender or its designee has been recorded with the Recorder, and (b) the Title Company has issued to Lender or Designee, as applicable, an ALTA owner's title policy in such amount as is determined by Lender insuring title to the Real Property in Lender and Designee, with full extended coverage over the general exceptions, and otherwise in form and substance satisfactory to Lender or Designee, as applicable, subject only to the exceptions set forth in the Existing Loan Policy and any other encumbrances expressly agreed to by Lender (collectively "Permitted Title Matters").  The cost of the escrow Closing and the aforesaid owner's title policy shall be borne by the Lender.  The Deed shall not be recorded unless and until Lender has directed the title Company to do so.

4.              Deliveries; Representations, Warranties and Covenants.

(a)            Prior to the date hereof, the Borrower has made available or delivered to Lender and its representatives, or if not already delivered, will make available and deliver to Lender within three (3) days prior to Closing, true and correct copies of the following to the extent within the possession or control of the Borrower:

(i)              All documents evidencing the Permitted Title Matters;

(ii)            Copies of the most recent and prior years’ real estate and other tax bills for the Real Property and all correspondence related to any appeals or contests to reduce the said taxes;

(iii)           A list of all tangible Personal Property owned by the Borrower and used in the operation of the Real Property;

(iv)           All plans and specifications for the Improvements on the Real Property. 

(v)            All essential data, correspondence, documents, agreements, waivers, notices, applications and other records in respect  to the Real Property and relating to transactions with taxing authorities, governmental agencies, utilities, vendors, tenants, and others with whom Lender may be dealing subsequent to Closing;

(vi)           All existing plats of survey and site plans for the Real Property; and

(vii)          All statements of income and expense for the Real Property for the calendar year 2013 and for year to date 2014.

(b)            The Borrower represents and warrants to Lender as of the date hereof as follows (which representations and warranties shall be deemed to be re-made as of the Closing Date):

(i)              This Agreement and the Closing Documents to be executed by the Borrower has been duly authorized, executed and delivered by the Borrower and are legal, valid and binding obligations and are enforceable in accordance with their respective terms, and do not violate any provisions of any agreement executed by or otherwise affecting the Borrower or the Property.

(ii)            The transfer of the Property is made voluntarily by the Borrower with no intent to defraud any creditors of the Borrower.  The Borrower is fully represented by counsel in connection with the negotiation of this Agreement, and the transactions contemplated hereunder are the free and voluntary act of the Borrower and such actions were not made under duress.

(iii)           Borrower has not received any written notice from any governmental authority of any violation of any law, zoning ordinance, code or regulation affecting the Property (collectively "Legal Requirements") which has not heretofore been cured.  There are no actions, suits, proceedings, judgments, orders, decrees, pending or outstanding, or to the Borrower’s knowledge, threatened against the Property, which could adversely affect (A) the validity or enforceability of the transactions contemplated hereunder or (B) the Property.

(iv)           All financial and operating statements (the "Financial Statements") furnished to Lender by the Borrower in connection with the transactions described in this Agreement are true, complete and correct in all material respects as of the date given and fairly present the financial posture of the parties or property described therein as of the period therein described and do not omit to state any material asset or liability, contingent or otherwise, or any facts necessary thereto, the omission of which would be materially misleading as of the date furnished to Lender.

(v)            The execution of this Agreement and the Closing Documents and the performance of the provisions hereof and thereof will not violate or result in any breach or violation of, or constitute a default under, any law or court order or any agreement, indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which any of the Borrower is a party or by which he or it is bound.

(vi)           There are no Service Agreements affecting the Property.

(xiii)        There are no employees of Borrower.

(xiv)        Borrower has not contracted for any labor or materials which have not been fully paid for or which may give rise to a lien, encumbrance or charge upon the Property.

(xv)         There are no construction contracts pertaining to the Property.

(xvi)        That since the title date of ____________, 2014, in the report on title issued by Chicago Title Insurance Company as Order No. ____________, Borrower has not done or suffered to be done anything that could in any way affect title to the Property and that as of the recording of the deed transferring title to the Real Property to Lender, and only the Permitted Title Matters will show on title as set forth in Paragraph 3 hereinabove.

The Borrower, and its successors, heirs, executors, administrators and assigns, agree to indemnify, defend and hold Lender and its affiliates, employees, directors, officers, shareholders, attorneys, agents, successors and assigns (collectively, "Indemnitees") harmless from and against all losses, costs, damages and expenses, including reasonable attorneys' fees and court costs, suffered or incurred by any of such Indemnitees as a result of or in connection with any material misrepresentation or fraud pertaining to any of the representations and warranties of the Borrower set forth herein or in any of the Closing Documents.

(c)            The Borrower hereby acknowledges, covenants and agrees as follows:

               (i)  Enter into or modify any contracts or agreements pertaining to the Property;

               (ii)  Enter into any written or oral leases of all or any portion of the Property; and

(iii)  Convey or remove from the Real Property, or from any other location where so located, any of the Personal Property or Intangible Property.  Lender shall have the right inspect the Real Property prior to Closing.

(d)            Lender represents and warrants to the Borrower as of the date hereof as follows (which representations and warranties shall be deemed to be made as of the Closing Date):

(i)              This Agreement and the Closing Documents to be executed by Lender have been duly authorized, executed and delivered by Lender and are legal, valid and binding obligations and are enforceable in accordance with their respective terms, and do not violate any provisions of any agreement executed by or otherwise affecting Lender or the Property.

(ii)            Lender is the sole holder of all rights and interests of the Lender in, to and under the Loan Documents and such interest is held free and clear of liens and encumbrances in favor of any other party and has not been assigned to any third party.

5.              Statement of Intent; No Merger.  Lender and the Borrower expressly state that it is their desire and intention that no merger or other termination or extinguishment of titles, estates or other interests shall occur as a result of any of the assignments, conveyances or other transfers contemplated hereunder or under the Closing Documents, even though Lender will become the owner of the Real Property.

6.              Covenant Not To Sue; Release.

(a)            Upon full and complete satisfaction of all required conditions to Closing set forth herein by all parties hereto and subject to the provisions of Subparagraphs 6(c) and (d) below, Lender shall deliver the Covenant to the Borrower on the Closing Date.  The Covenant shall be in the form of Exhibit Dattached hereto.  The Covenant shall not (i) constitute a release of or operate to release, satisfy or discharge the indebtedness, obligations or liabilities evidenced or secured by the Loan Documents or any of the liens, mortgages and security interests created thereby, (ii) constitute a release or operate to release, satisfy or discharge the indebtedness, obligations or liability owing by any other person or entity, and Lender expressly retains any and all rights it may have against all other persons or entities, (iii) render ineffective or unenforceable Lender's right to foreclose the Mortgage or to pursue any of its other rights or remedies under the Loan Documents in any manner except that Lender shall have no right to pursue or obtain a deficiency and/or a personal judgment or award against the Borrower or any Borrower Related Party (as such term is defined in the Covenant), (iv) otherwise affect the provisions of the Loan Documents, (v)  render ineffective or unenforceable Lender's right to collect any amounts due from any Borrower with respect to any obligation to Lender which is not related to the Loan, or (vi) render ineffective or unenforceable Lender's right to enforce the provisions of Paragraph 5 hereof.

(b)            The Borrower hereby releases and discharges Lender, and its respective affiliates, employees, directors, officers, shareholders, attorneys, agents, successors and assigns of and from any and all agreements, representations, warranties, covenants, indemnities, actions, claims, demands, damages, debts, losses, indebtedness, causes of action either at law or in equity and obligations of whatever kind or nature, whether known or unknown, direct or indirect, new or existing and all other duties and liabilities which any of them may have under or in connection with the Loan Documents or the Payment Obligations.

(c)            Notwithstanding anything contained in this Agreement to the contrary, neither the Covenant nor the release set forth in Subparagraph 6(b) above nor any of the other provisions hereof nor any provision of applicable law shall be deemed to release, discharge or otherwise affect:  (i) any of the agreements, representations, warranties, covenants, indemnities or other duties, obligations or liabilities of the parties hereto as set forth in or arising from the provisions of this Agreement or the Closing Documents; and (ii) any of the Borrower’s environmental indemnification provisions set forth in any Loan Documents, which expressly survive the Closing, the foreclosure of the Mortgage or any deed or other transfer in lieu of such foreclosure.

(d)            Notwithstanding anything contained herein to the contrary, the Covenant shall be null and void if:

(i)              any suit, action, claim or proceeding (A) to enjoin, rescind or otherwise set aside the transfer of all or any portion of the Property to Lender  or any other transactions consummated pursuant to this Agreement or the Closing Documents, (B) to challenge the validity or enforceability of the transfer of the Property to Lender  or any of such other transactions or (C) which might otherwise adversely affect the validity or enforceability of the transfer of the Property to Lender  or any of such other transactions (any such suit, action, claim or proceeding being hereinafter referred to as an "Adverse Proceeding") has been or is commenced or made by or on behalf of the Borrower or any of their respective successors or assigns; or

(ii)            any Adverse Proceeding has been or is commenced or made by any person or entity other than the Borrower, Lender (a "Third Party") and, as a result of such Adverse Proceeding, Lender is obligated to convey (or reconvey, as the case may be) all or any portion of the Property to Borrower or to a receiver, trustee or other party for the benefit of the Borrower or any of their respective creditors; or

(iii)           any Adverse Proceeding has been or is commenced or made by or on behalf of the Borrower or any of their respective successors or assigns and, as a result of such Adverse Proceeding, Lender suffers any loss, cost, damage or expense against which the Borrower fail to fully indemnify, defend and hold, Lender and its respective successors and assigns harmless as required under subparagraph 6(e) below; or

(iv)           for any reason, the transfer, conveyance, assignment and sale of the Property (or any portion thereof) to Lender is avoided by a federal or state bankruptcy trustee or other trustee, liquidator or administrator or is held to be void by a court of competent jurisdiction or if for any other reason Lender is required to reconvey the Property (or any portion thereof) to Borrower or its successors or assigns or to a receiver, administrator, liquidator, bankruptcy trustee or other trustee (the events described above are herein referred to as "Bankruptcy Events" and any one of the Bankruptcy Events is herein referred to as a "Bankruptcy Event"); or

(v)            The Borrower breach a material term of any of their respective obligations under this Agreement.

(e)            The Borrower hereby agrees to indemnify, defend (with counsel reasonably satisfactory to Lender) and hold, Lender and its successors and assigns harmless from and against any and all losses, damages, claims, liability, costs and expenses (including court costs and reasonable attorneys' fees) that may be suffered or incurred by, or threatened against, Lender or its successors or assigns as a result of or in connection with any Adverse Proceedings commenced by or on behalf of the Borrower or any of its respective successors or assigns.

7.              Obligations to Third Parties.  The Borrower hereby acknowledges and agrees that the acceptance by Lender of title to the Property pursuant to the terms of this Agreement shall not create any obligations on the part of Lender to third parties which have or may have claims of any kind whatsoever against any of the Borrower with respect to the Property, and that Lender does not assume, or agree to discharge, any liabilities pertaining to the Property which occurred or accrued prior to the Closing Date except to the extent otherwise expressly set forth in the Closing Documents.  No person not a party to this Agreement shall have any "third party beneficiary" or other rights hereunder.

8.              Future Assurances.  The Borrower hereby acknowledges and agrees that it shall hereafter execute and deliver, or cause to be executed and delivered, and do or cause to be done such further acts as may reasonably be deemed by Lender to be necessary or desirable to carry out and effectuate the intent of this Agreement and the Closing Documents provided that no such document shall increase the obligations of any of the Borrower or reduce any of the rights of the Borrower.  Lender agrees that it shall hereafter execute and deliver, or cause to be executed and delivered, and do or cause to be done such further acts as may reasonably be deemed by the Borrower to be necessary or desirable to carry out and effectuate the intent of this Agreement and the Closing Documents.

9.              Cooperation of Borrower.  From and after the Closing, at Lender's request, Borrower shall cooperate with Lender in providing information concerning the Property to Lender, if and to the extent requested by Lender.

10.           Reinstatement.  If (a) any part of the transactions contemplated by this Agreement or the Conveyance Documents is avoided by a judgment or order entered by a court of competent jurisdiction or otherwise rendered void, (b) the Lender, the Designee or either of their respective successors or assigns is required to reconvey to Borrower or any of its creditors any part of the Property or other property contemplated to be conveyed to Lender hereunder, or (c) any sum applied to reduce the amounts owing to Lender under the Loan Documents is recovered by any person or entity (including, without limitation, a trustee in bankruptcy for the Borrower) from the Lender, then the obligations of the Borrower under the Loan Documents shall continue or be reinstated (as applicable) as if any sums or property recovered from the Lender or the Designee, as applicable, had never been received by the Lender or the Designee, as applicable.

11.           Cash Collateral; Relief From Stay.  The Borrower hereby acknowledges and agrees that in the event that the Property or any portion thereof shall ever become the subject of any bankruptcy or insolvency estate, then the Lender shall immediately become entitled, among other relief to which the Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon exparte application therefore and without further notice or action of any kind, (i) an order from the court prohibiting the use by the trustee in bankruptcy, or by the Borrower as debtor-in-possession, of the Lender’s "cash collateral" (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan, and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit the Lender to exercise all of its rights and remedies pursuant to this Agreement and the Loan Documents, and at law and in equity, and the Borrower further acknowledges and agrees that the occurrence or existence of any Default under this Agreement shall, in and of itself, constitute "cause" for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Federal Bankruptcy Code, 11 U.S.C. § 362(d)(1).

12.           Foreclosure.  Notwithstanding anything contained herein to the contrary, Lender may institute, maintain and prosecute an action or actions to foreclose the Mortgage or any other security interest granted under the Loan Documents, subject, in all events to the Covenant.  In the event Lender institutes any such foreclosure action, Lender may join Borrower in any such foreclosure action and Borrower shall not in any manner oppose Lender in said action and shall cooperate with Lender in order to facilitate the foreclosure of any junior lien, interest, or encumbrance.  The Covenant shall not be deemed to release or extinguish the indebtedness or obligations secured by the Mortgage; provided, however, that Lender covenants and agrees not to attempt to collect any judgment out of or against the assets of Borrower, other than Borrower’s interest, if any, in the Property or any other collateral securing the Loan.  The agreements of the Lender herein provide full and adequate consideration for each of the rights granted Lender hereunder, including but not limited to delivery of this Agreement, each of the Closing Documents and any other documents referenced in the foregoing agreements and the waiver of any rights of redemption that Borrower may have under applicable law.

13.           Default.  The occurrence of a default by Borrower hereunder or under any of the Closing Documents shall constitute a default by Borrower under this Agreement (a "Default").

14.           Remedies.  In the event of the occurrence of a Default by the Borrower, Lender shall be entitled to exercise any and all rights and remedies available at law or in equity.  The Borrower acknowledges and agrees that money damages may not be an adequate remedy for a breach by the Borrower of any of their respective agreements, covenants, representations, warranties, indemnities or other duties or obligations under this Agreement or the Closing Documents and that Lender shall have the absolute right to the remedies of injunctive relief and specific performance, both temporary and permanent, without bond, to enforce the agreements, covenants, representations, warranties, indemnities and other duties and obligations of the Borrower under this Agreement and the Closing Documents, which relief shall be cumulative and not exclusive of any right, remedy or relief otherwise available to Lender at law or in equity.  Lender acknowledges and agrees that money damages may not be an adequate remedy for a breach by Lender of its agreements, covenants, representations, warranties, indemnities or other duties or obligations under this Agreement or the Closing Documents and that the Borrower shall have the absolute right to the remedies of injunctive relief and specific performance, both temporary and permanent, without bond, to enforce the agreements, covenants, representations, warranties, indemnities and other duties and obligations of Lender under this Agreement and the Closing Documents, which relief shall be cumulative and not exclusive of any right, remedy or relief otherwise available to the Borrower at law or in equity.  In the event of a breach or default by Lender of any of its agreements, covenants, representations, warranties, indemnities or other duties or obligations hereunder or under any of the Closing Documents, the Borrower shall be entitled to exercise any and all rights and remedies available at law or in equity.

15.           Survival.  The obligations and liabilities of the parties hereunder and under the Closing Documents are intended to survive the Closing and shall not be deemed to be merged into any deed or any other document delivered in connection with the Closing.

16.           Applicable Law.  This Agreement and the Closing Documents shall be construed and enforced in all respects in accordance with the laws of the State of Illinois, excluding its choice of law rules.

17.           Time.  Time is of the essence of this Agreement.

18.           Entire Agreement.  This Agreement, the Closing Documents and the Covenant contain the entire agreement between the parties relating to the transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.

19.           Joint and Several Liability; Successors.  This Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective heirs, legatees, executors, estates, legal representatives, assigns and other successors.  Lender shall have the right to assign their rights, title, obligations, duties and interests in this Agreement and the Closing Documents directly or indirectly to any other person or entity.  None of the Borrower shall have the right to assign their respective obligations, duties or liabilities arising in connection with this Agreement or the Closing Documents directly or indirectly without the prior written consent of Lender.

20.           Counterparts.  This Agreement may be executed in any number of counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement.

21.           Severability.  If any provision of this Agreement or the Closing Documents or the application thereof to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement and the Closing Documents or the application of such provision to persons or circumstances, other than those as to which it is determined invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement and the Closing Documents shall be valid and shall be enforced to the fullest extent permitted by law.

22.           Captions.  The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions.

23.           Attorneys' Fees.  The parties to this Agreement shall each be responsible for paying their own attorneys' fees and other costs with respect to the negotiation of this Agreement and the consummation of the transactions contemplated hereby.  In the event that any dispute between the parties hereto should result in any legal action or proceeding, the prevailing party shall be reimbursed by the losing party for all reasonable costs and attorneys' fees, including, but not limited to, attorneys' fees incurred in the course of appeal.

24.           Notices.  Any notice, request or demand given or made under this Agreement or any of the Closing Documents shall be in writing and shall be hand delivered or sent by Federal Express or other reputable courier service or by postage prepaid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following applicable addresses if hand delivered or if sent by Federal Express or other reputable courier service, and (ii) five (5) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

25.           Transfers Absolute; No Duress.

(a)            The Borrower acknowledges and agrees that: (i) the transfer of the Property to Lender is an absolute conveyance and transfer of all of the right, title and interest of the Borrower in and to the Property in fact as well as form and is not intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind; (ii) the consideration for such transfer is legally adequate and provides a reasonably equivalent value for such transfer; and (iii) the Borrower has no further interest (including rights of redemption) or claims in or to the Property or to the proceeds and profits which after the Closing Date may be derived therefrom, of any kind whatsoever.

(b)            The transfer of the Property to Lender and the other acts taken and to be taken by the Borrower pursuant to this Agreement and the Closing Documents are being made at the request of Borrower and are the free and voluntary acts of the Borrower, and that in executing and delivering this Agreement and the Closing Documents and in directing the execution thereof, the Borrower are not acting under a misapprehension as to the effect thereof, nor under any duress, undue influence or misrepresentation by Lender.  The Borrower acknowledge that they have been represented by competent and experienced legal counsel in connection with the negotiation of this Agreement.

26.           WAIVER OF RIGHT TO TRIAL BY JURY.  THE BORROWER, IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATING TO THE PAYMENT OBLIGATIONS, THE MORTGAGE, ANY OF THE OTHER LOAN DOCUMENTS, ANY OR ALL OF THE REAL AND PERSONAL PROPERTY COLLATERAL SECURING THE PAYMENT OBLIGATIONS, OR ANY OF THE TRANSACTIONS WHICH ARE CONTEMPLATED BY THE LOAN DOCUMENTS OR THIS AGREEMENT.  THE JURY TRIAL WAIVER CONTAINED IN THIS SECTION IS INTENDED TO APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ANY AND ALL DISPUTES AND CONTROVERSIES THAT ARISE OUT OF OR IN ANY WAY RELATE TO ANY OR ALL OF THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS OF ANY KIND.  THE WAIVER CONTAINED IN THIS SECTION SHALL APPLY TO ALL SUBSEQUENT EXTENSIONS, RENEWALS, MODIFICATIONS AND REPLACEMENTS OF ANY OR ALL OF THE LOAN DOCUMENTS.  THIS AGREEMENT MAY BE FILED WITH ANY COURT OF COMPETENT JURISDICTION AS THE BORROWER’S WRITTEN CONSENT TO THE BORROWER’S WAIVER OF A JURY TRIAL.  THE BORROWER HAS INITIALED THIS SECTION BELOW TO INDICATE THEIR AGREEMENT WITH THE JURY TRIAL WAIVER AND OTHER TERMS CONTAINED IN THIS SECTION.

27.           REVIEW BY BORROWER WITH INDEPENDENT COUNSEL.  THE BORROWER ACKNOWLEDGES AND AGREES THAT: (A) THE BORROWER HAS CAREFULLY READ AND UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT; (B) THE BORROWER HAS EXECUTED THIS AGREEMENT FREELY AND VOLUNTARILY, AFTER HAVING CONSULTED WITH ITS INDEPENDENT LEGAL COUNSEL AND AFTER HAVING HAD ALL OF THE TERMS OF THIS AGREEMENT EXPLAINED TO IT BY ITS INDEPENDENT LEGAL COUNSEL; (C) THE WAIVERS AND RELEASE CONTAINED IN THIS AGREEMENT ARE REASONABLE, NOT CONTRARY TO PUBLIC POLICY OR LAW, AND HAVE BEEN INTENTIONALLY, INTELLIGENTLY, KNOWINGLY AND VOLUNTARILY AGREED TO BY THE BORROWER; (D) THE WAIVERS AND RELEASE CONTAINED IN THIS AGREEMENT HAVE BEEN AGREED TO BY THE BORROWER WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, INCLUDING FULL KNOWLEDGE OF THE SPECIFIC NATURE OF ANY RIGHTS OR DEFENSES WHICH THE BORROWER HAS AGREED TO WAIVE OR RELEASE PURSUANT TO THIS AGREEMENT; (E) THE BORROWER HAS HAD A FULL AND ADEQUATE OPPORTUNITY TO NEGOTIATE THE TERMS CONTAINED IN THIS AGREEMENT; (F) THE BORROWER IS EXPERIENCED IN AND FAMILIAR WITH TRANSACTIONS OF THE TYPE EVIDENCED BY THIS AGREEMENT; AND (G) THE WAIVERS AND RELEASE CONTAINED IN THIS AGREEMENT ARE MATERIAL INDUCEMENTS TO THE LENDER'S EXECUTION OF THIS AGREEMENT, AND THE LENDER HAS RELIED ON SUCH WAIVERS AND RELEASE IN ENTERING INTO THIS AGREEMENT AND WILL CONTINUE TO RELY ON SUCH WAIVERS AND RELEASE IN ANY RELATED FUTURE DEALINGS WITH THE BORROWER.

A.             Pursuant to the terms of that certain Deed in Lieu of Foreclosure  Agreement (the "Agreement") dated as of March __ 2014, by and among Grantor and Grantee, Grantor has, concurrently with the execution of this Bill of Sale, conveyed to Grantee (as Designee of Lender) all of Grantor's right, title and interest in and to certain real property located in Sangamon County, Illinois, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Real Property").  Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Agreement.

B.             Grantor desires, in conjunction with the conveyance of the Real Property by Grantor to Grantee, to convey to Grantee all of the Personal Property (as defined herein).

1.              Grantor hereby grants, transfers, conveys and delivers to Grantee all of Grantor's right, title and interest in and to all personal property of every kind and description, whether now existing or later acquired, which now is, or which at any later time may be, attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of or in connection with, or arising from the use or enjoyment of all or any part of, or from any lease or agreement pertaining to, the Real Property (herein collectively referred to as the "Personal Property"), including, without limitation:

(a)            All of the personal property listed on Exhibit B attached hereto;

(b)            All fixtures and improvements located on the Real Property;

(c)            All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now or later to be attached to, placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Real Property, whether stored on the Real Property or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment; and

(d)            All building materials, equipment, work in progress or other personal property of any kind, whether stored on the Real Property or elsewhere, which have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in or about the Real Property.

2.              Grantor hereby represents and warrants that (i) it is the lawful owner of all of the Personal Property and (ii) Grantor has the right to sell and transfer the Personal Property to Grantee.

3.              At any time or from time to time upon the request of Grantee, Grantor shall execute such additional documents and instruments and shall do such additional acts and things as Grantee may reasonably request in order to fully effectuate the purposes of this Bill of Sale.  Grantor agrees to use reasonable efforts to cooperate with Grantee to secure to Grantee all benefits of the Personal Property.

4.              In the event that Grantor or Grantee shall bring any action or suit against the other party by reason of any breach by the other party of any of the covenants, conditions, representations, warranties, agreements or provisions contained in this Bill of Sale on the part of the other party, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees as awarded by a court of competent jurisdiction.

5.              The provisions of this Bill of Sale shall be binding upon the successors and assigns of Grantor, and shall inure to the benefit of the successors and assigns of Grantee.

A.             Pursuant to the terms of that certain Deed in Lieu of Foreclosure Agreement (the "Agreement") dated as of March __ 2014, by and between Assignor, and Assignee, Assignor has concurrently with the execution of this Assignment conveyed to Assignee (as Designee of Lender) all of Assignor's right, title and interest in and to certain real property located in Champaign County, Illinois as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Real Property").  Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Agreement.

B.             Assignor desires, in conjunction with the conveyance of the Real Property by Assignor to Assignee, to assign to Assignee all of Assignor's right, title and interest in and to the Service Agreements listed on Exhibit B attached hereto and the Intangible Property (as defined herein).

1.              Subject to the provisions of the Agreement and any limitations set forth therein, Assignor hereby quitclaims, assigns, transfers and conveys to Assignee, pursuant to and in accordance with the terms of the Agreement, all of Assignor's right, title and interest in and to  the Service Agreements, if any, and the Intangible Property, if any.  For purposes of this Assignment, the term "Intangible Property" shall mean, collectively, the following pertaining to the Property:

(a)            all licenses and permits pertaining to the ownership or operation of the Real Property, to the extent assignable;

(b)            All rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds (including without limitation any and all property tax refunds now or hereafter made with respect to property taxes paid prior to the date of this Assignment), cost savings, payments and deposits, whether now or later to be received from third parties or deposited by Assignor with third parties (including all utility deposits, refunds and reimbursements), contract rights, development and use rights, governmental applications, architectural and engineering plans, specifications and drawings, as-built drawings, ALTA surveys, chattel paper, instruments, documents, notes, drafts and letters of credit, which arise from or relate to construction on and ownership of the Real Property;

(c)            All condemnation or insurance awards or payments with respect to the Real Property, and all causes of action and their proceeds for any damage or injury to the Real Property, or the other property described above or any part of them, or breach of warranty in connection with the construction of any improvements on the Real Property, including causes of action arising in tort, contract, fraud or concealment of a material fact;

(d)            All books and records needed for the ownership or operation of the Real Property, including computer-readable memory and any computer hardware or software necessary to access and process such memory;

(e)            All rights to the operating accounts pertaining to the Real Property to the extent that funds remain in such operating accounts after payment of all expenses incurred by Assignor in the ordinary course of owning and operating the Real Property prior to the Closing Date; and

(f)             All proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the property described above, including all proceeds of any voluntary or involuntary disposition or claim respecting any such property (arising out of any judgment, condemnation or award, or otherwise arising) and all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or its proceeds.

2.              Assignee does hereby assume and agree to perform all of Assignor's obligations under the Service Agreements and the Intangible Property accruing on and after the Closing Date.

3.              Assignor hereby represents and warrants that there are no monetary defaults and, to the best of Assignor's knowledge, no events which, with notice or the passage of time or both would constitute a monetary default under any Service Agreement.

4.              Assignee accepts the assignment of Assignor's right, title and interest in and to the Service Agreement and Intangible Property as an "as is,""whereas" assignment, and Assignee acknowledges that except as otherwise set forth in Section 3 above, such assignment is being made without any representation or warranty, express or implied whatsoever.

5.              This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

6.              At any time or from time to time upon the request of the other party, such party shall execute such additional documents and instruments and shall do such additional acts and things as may reasonably be requested in order to fully effectuate the purposes of this Assignment.

7.              In the event that Assignor or Assignee shall bring any action or suit against the other party by reason of any breach by the other party of any of the covenants, conditions, representations, warranties, agreements or provisions contained in this Assignment on the part of the other party, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees as awarded by a court of competent jurisdiction.

8.              This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

1.              Special Warranty Deed to be executed by Borrower.

2.              Bill of Sale executed by Borrower.

3.              Assignment and Assumption of Intangible Property executed by the Borrower and Lender.

4.              ALTA Statement and GAP Undertaking to be executed by Borrower.

5.              State of Illinois and Champaign County Transfer Declarations executed by Borrower and Lender.

6.              FIRPTA executed by Borrower

7.              1099 executed by Borrower.

8.              No Property Manager Affidavit.

9.              Covenant Not to Sue executed by Lender

10.           Authorizing Resolution and currently certified copies of organizational documents of Borrower.

1.              The Lender, for itself and its successors and assigns (the "Covenantors"), for and in consideration of the execution and delivery of the Agreement and the transfer of all of the right, title and interest of the Borrower in and to the Property, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby covenant and agree not to sue or commence, assert, bring, file or continue in any court or other tribunal, in any jurisdiction, any suit, action, litigation, complaint, counterclaim, cross-claim, cross- complaint, third-party complaint or other pleading for any actions or causes of action of every kind and nature whatsoever, whether fixed or contingent, known or unknown, direct or indirect, and whether based on contract, tort, statute or other legal or equitable theory of recovery ("Claim" or "Claims"), which the Covenantors have had, have or hereafter may have against the Borrower, or any of their respective heirs, legal representatives, successors or assigns (collectively, the "BORROWER’S Related Parties"), with respect to, or in any way arising from, related to or connected with, the Property, the Payment Obligations or the Loan Documents, except as expressly set forth herein.

2.              Notwithstanding anything to the contrary set forth herein, this Covenant Not To Sue shall not apply to, constitute a release of or operate to discharge or otherwise affect: (i) any of the indebtedness, obligations or liabilities evidenced or secured by the Loan Documents; (ii)  any rights, Claims or causes of action based on any breach of any of the covenants, agreements, warranties, representations, duties, obligations or other liabilities of the Borrower as set forth in or arising from the provisions of the Agreement or any of the Closing Documents; (iii) any action brought by the Lender under the Loan Documents, at law or in equity for the purpose of obtaining from Borrower title to or easement or other rights in the Property or enforcing its other rights and remedies under the Loan Documents, at law or in equity, where no monetary or other Claims are asserted against the Borrower or any BORROWER’S Related Parties; provided, however, that the Lender covenants and agrees not to assert any Claim against the Borrower or any Borrower Related Party personally in connection with the Loan Documents or the Property or to attempt to collect any judgment out of or against the assets of the Borrower or any Borrower Related Parties in connection with the Loan Documents or the Property, other than the BORROWER’S interest in the Property (if any), except as otherwise expressly provided herein; (iv) any action brought by the Lender to enforce the provisions of or pursue collection of amounts due under the environmental indemnity provisions set forth in the Loan Documents; if any, and (v) render ineffective or unenforceable Lender’s right to collect any amounts due from any Borrower with respect to any obligation to Lender which is not related to the Loan Documents or the Payment Obligations.

3.              The Covenantors further expressly warrant and represent that they have not sold, granted, transferred or assigned or caused to be sold, granted, transferred or assigned to any other person or entity any Claim which the Covenantors may have against the Borrower or any Borrower Related Parties in connection with, or in any way related to or arising out of, the Property, the Loan, the Loan Documents or the Agreement.

4.              Notwithstanding anything contained herein to the contrary, the Covenant shall be null and void if:

(i)              any Adverse Proceeding has been or is commenced or made by or on behalf of the Borrower, the Borrower Related Parties or any of their respective successors or assigns; or

(ii)            any Adverse Proceeding has been or is commenced or made by a Third Party and, as a result of such Adverse Proceeding, Lender is obligated to convey (or reconvey, as the case may be) all or any portion of the Property to one or more of the Borrower or to a receiver, trustee or other party for the benefit of the Borrower or any of their respective creditors; or

(iii)           any Adverse Proceeding has been or is commenced or made by the Borrower, the BORROWER’S Related Parties or any of their respective successors or assigns and, as a result of such Adverse Proceeding, the Lender suffers any loss, cost, damage or expense against which the Borrower fail to fully indemnify, defend and hold the Lender and their respective successors and assigns harmless as required under the terms of the Agreement; or

(iv)           the Borrower breach any of their respective obligations under the Agreement, including a breach of their representation set forth in Section 4(b)(xvii) of the Agreement.

5.              Notwithstanding any other provision of this Covenant Not To Sue, if any of the transactions contemplated by the Agreement are set aside or nullified by any federal or state court in any proceeding whatsoever, then, at the election of the Lender, this Covenant Not To Sue shall be of no force and effect.  Upon any such election by the Lender, the Covenantors shall have any and all rights and remedies available to them pursuant to: (i) the Loan Documents, the Agreement or any documents referred to in the Agreement or (ii) local, state and/or federal statute, ordinance, order, rule or regulation, or common law (whether at law or in equity) as if this Covenant Not To Sue had never been executed.

6.              In the event of a conflict between any term or provision of the Agreement and any term or provision of this Covenant Not To Sue, the term or provision of this Covenant Not To Sue shall govern.

7.              The undersigned represents and warrants that it has full power and authority to execute this Covenant Not To Sue for and on behalf of the Lender and that this Covenant Not To Sue is binding upon and enforceable against Lender in accordance with its terms.