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  STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED
  Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in.
  This is the OVERLAY that holds ALL seller-financing terms, so the cash PSA
  (Doc 03) — or any state PSA — can stay clean. Coordinate carefully with the
  Operating Agreement (Doc 05); pick ONE primary mechanism for the carried balance
  (capital contribution OR a secured subordinate note) with your attorney.
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              SELLER-FINANCING / SECURITY AGREEMENT

This Agreement is made on [DATE] between [SELLER NAME] ("Seller") and
[PROPERTY LLC NAME], LLC, a [STATE] LLC ("Company"/"Obligor"), and acknowledged by
[BUYER/SPONSOR] ("Sponsor"). It supplements the Purchase and Sale Agreement dated
[DATE] (the "PSA") for [PROPERTY ADDRESS] (the "Property").

1.  PURCHASE PRICE & ALLOCATION. Total Price under the PSA is $[FULL PRICE].
    (a) Cash at Closing to Seller: $[CASH DOWN] (~[33]%), plus pre-paid amounts of
        $[PREPAID].
    (b) Carried Amount: $[CARRY] (~[67]%) (the "Seller Carry").

2.  TREATMENT OF THE SELLER CARRY (select ONE with counsel):
    [ ] OPTION A — CAPITAL CONTRIBUTION. The Seller Carry is contributed to the
        Company as a capital contribution; in exchange Seller is admitted as a
        [5]% Member under the Operating Agreement (Doc 05). Seller's economic
        right to the Carry is governed by that Operating Agreement.
    [ ] OPTION B — SECURED SUBORDINATE NOTE. The Seller Carry is evidenced by a
        promissory note from the Company to Seller, secured by a SECOND-position
        lien on the Property (subordinate to the Senior Loan), recorded at Closing.

3.  PAYMENT TERMS.
    (a) Interim payments: [ ] None (all due at Maturity).
                          [ ] Monthly $[AMT], step-up [1%->6%] per Schedule 1.
    (b) Maturity / Balloon: [60-84] months after Closing. At Maturity the Company
        shall refinance the Property and pay the unpaid Seller Carry in full.
    (c) Balloon Extension: subject to the Balloon-Extension Addendum (Doc 12).

4.  SENIOR LOAN. Seller acknowledges a first-position loan of ~$[SENIOR LOAN]
    ([~70]% LTV) from [DEBT FUND/LENDER] secured by the Property, which is and
    remains SENIOR to Seller's interest. Seller's position is SUBORDINATE to the
    Senior Loan. (See the Seller Disclosure, Doc 11.)

5.  SECURITY INTEREST (if Option B, or as added protection). The Company grants
    Seller a [second-position] security interest / lien in the Property and
    [the membership interests / the rents], to secure the Seller Carry. Seller may
    record a [deed of trust/mortgage] and/or UCC-1 as permitted by the Senior
    Loan and applicable law.

6.  NEGATIVE COVENANTS (protect the Seller's position). Until the Seller Carry is
    paid in full, the Company shall NOT, without Seller's written consent:
    (a) place any additional financing or lien on the Property beyond the Senior
        Loan and Seller's interest;
    (b) sell or transfer the Property except a refinance that pays Seller in full;
    (c) strip equity, distribute cash that leaves obligations unfunded, or
        encumber the Property with junior debt, HELOCs, or judgments;
    (d) allow taxes, insurance, or HOA to go unpaid.

7.  DEFAULT & 60-DAY CURE. If the Company fails to pay any obligated amount
    (including taxes, insurance, HOA, or a payment due to Seller) and does not cure
    within 60 days of written notice, Seller may exercise the remedies in the
    Operating Agreement (including becoming 100% Member) and/or foreclose any lien
    granted under Section 5, subject to the Senior Loan.

8.  WHAT SELLER TAKES ON A TAKEOVER (disclosure). If Seller takes the Company/
    Property on default, Seller takes it SUBJECT TO the then-outstanding Senior Loan
    and any liens permitted under Section 6; Seller's own Seller Carry merges and is
    not a separate debt Seller must pay. (See Doc 11 and the Default module.)

9.  PREPAYMENT. The Company may prepay the Seller Carry in whole or part without
    penalty.

10. BUYER / SPONSOR PROTECTIONS (Doc 14 incorporated). Key items here:
    (a) PREPAYMENT anytime without penalty (§9 confirms).
    (b) NOTICE & CURE: no Seller remedy until written notice + the 60-day cure runs;
        Buyer may cure monetary defaults broadly.
    (c) BALLOON AUTO-EXTENSION on a Qualifying Event (Doc 12); Buyer elects timing.
    (d) SUBORDINATION & STANDSTILL: Seller's interest is subordinate to the senior
        loan and Seller signs subordination/standstill forms the senior lender needs
        and will not interfere with the senior loan.
    (e) PROTECTIVE ADVANCES: amounts Buyer/Company advances to cure the senior loan,
        taxes, or insurance accrue [__]% and are repaid to Buyer with priority ahead
        of the Seller's recovery.
    (f) SUBSTITUTION/RELEASE: Buyer may substitute collateral or obtain release of
        Seller's interest on paying the agreed amount in full.
    (g) ESTOPPEL/PAYOFF: Seller delivers estoppel/payoff statements within [5]
        business days on request.
    (h) DISPUTES: mediation then binding arbitration in [VENUE]; prevailing-party
        attorney fees; specific performance available to Buyer.

11. INDEPENDENT ADVICE. Seller acknowledges the right to, and is encouraged to,
    obtain independent legal and tax counsel before signing.

12. GENERAL. Governed by [STATE] law; binds successors/assigns; amendments in
    writing; this Agreement controls seller-financing terms over the PSA.

Seller: ____________________  Date: ______
Company (by Sponsor/Manager): ____________________  Date: ______

Schedule 1 — Payment / Step-Up Schedule (if any)