Common use of 1031 Exchange Clause in Contracts

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and agree that Either party hereto may elect to seek to structure its purchase or sale, as applicable, of the purchase and sale of each Property may be part of as a tax-free deferred exchange under pursuant to Section 1031 of the Internal Revenue Code for either Purchaser of 1986, as amended, and the treasury regulations promulgated thereunder (“1031 Exchange”), subject to the limitations set forth herein. Each party shall reasonably cooperate with the other, at no material cost to such cooperating party, in connection with the same, including, but not limited to, executing and delivering a consent to an assignment to a qualified exchange intermediary of rights (but not obligations) under this Agreement; provided that (i) the party desiring to effectuate a 1031 Exchange shall notify the other party of the same not later than ten (10) days prior to the Closing, (ii) neither party shall be required to incur any additional liabilities or financial obligations as a Sellerconsequence of such cooperation, (iii) neither party shall be relieved of its obligations, representations or warranties under this Agreement, (iv) any attempt to structure an acquisition or sale of the Property as a 1031 Exchange shall not be a condition to, and shall not delay or extend, the Closing, and (v) neither party shall be required to acquire title to any property other than the Property. Any risk that such an exchange or conveyance might not qualify as a tax-deferred transaction shall also be borne solely by the party seeking to effectuate the same, and each party acknowledges that the other has not provided, and will not provide, any tax, accounting, legal or other advice regarding the efficacy of any attempt to structure the transaction as a 1031 Exchange. Each party hereby agrees to take save, protect, defend, indemnify and hold the other harmless from any and all losses, costs, claims, liabilities, penalties, and expenses, including, without limitation, reasonable steps on attorneys’ fees, fees of accountants and other experts, and costs of any judicial or before administrative proceeding or alternative dispute resolution to which the Closing Date other may be exposed, due to facilitate such exchange if requested any attempt by the other party, provided that (a) no indemnifying party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect structure the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended transaction as a result thereof1031 Exchange. Notwithstanding anything to The provisions of this Section 10.23 shall survive the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Closing.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that Seller desires to structure the purchase and sale of each the Property may be as part of a tax-free deferred exchange under pursuant to Section 1031 of the Internal Revenue Code for either of 1986 and the Treasury Regulations thereunder ("forward LKE"), and/or a so-called "reverse" like-kind exchange under Revenue Procedure 2000-37, 2000-2 C.B. 308 ("reverse LKE") (any such forward LKE or reverse LKE is referred to herein as an "Exchange"). Notwithstanding any other provisions in this Agreement to the contrary, Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before cooperate with respect to Seller's structuring the Closing Date to facilitate such exchange if requested by transaction as an Exchange, including any of the other party, provided that following as Seller may request: (a) no party making such accommodation executing an Assignment of Rights with respect to Seller's rights (but not its duties and obligations) under this Agreement or other documents in order to establish a forward LKE, or (b) executing an assignment of this Agreement to one or more corporations, limited liability companies or other entities ("Parking Entities"), and transferring title to the Property to one or more Parking Entities in order to establish a reverse LKE; provided that in all events (i) the Closing shall not be delayed by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to Seller's obligations under this Agreement; (ii) Purchaser will not be required to acquire take title to or be in the chain of title to any substitute property, property other than the Property; and (biii) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation Purchaser shall incur any no additional cost, expense or liability of any kind or nature in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereofthe Exchange. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer any Assignment of a Property as an exchange, then Rights or other assignment (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be), Seller shall not be relieved of its obligations under this Agreement. Seller shall prepare, at its expense, any documents in order to accomplish an Exchange.

1031 Exchange. The Sellers and/or Purchaser (or a parent entity of a Seller or the Purchaser that is recognized as a separate entity for federal income tax purposes) may consummate the sale of the Properties as part of a so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), in accordance with the following provisions: 12.22.1 If the Sellers or Purchaser elects to effectuate an Exchange, and such Exchange cannot be effected for any reason, the Closing shall not be delayed and Sellers and Purchaser acknowledge and agree that shall be obligated to close the transaction as a purchase and sale pursuant to the terms of this Agreement. 12.22.2 To exercise its right under this Section 12.22 to exchange, rather than sell or purchase, as applicable, all or some of the Properties, the Sellers or Purchaser shall provide the other party with a written statement stating its intent to enter into an Exchange not later than fifteen (15) days prior to the Closing Date. 12.22.3 If the Sellers or Purchaser exercises its right to exchange, rather than sell or purchase, as applicable, all or some of the Properties, the Sellers may, on or before the Closing Date, assign its rights under this Agreement to a “qualified intermediary”, as defined in Treasury Regulation 1.103(k) I (g)(4) (the “Accommodator”) or an Exchange Accommodation Titleholder (“EAT”), or transfer such Properties to the Accommodator or the EAT, subject to all of Purchaser’s rights and remedies under this Agreement, including, without limitation, Purchaser’s right to acquire such Properties at the Closing or Purchaser may, on or before the Closing Date, assign its rights under this Agreement to an Accommodator or an EAT, or direct the Sellers to convey such Properties to an Accommodator or an EAT at Closing, subject to all of the Sellers’ rights and remedies under this Agreement; provided, however, that the Sellers or Purchaser shall notify the other party of the identity of the Accommodator or EAT within five (5) days after designation of same, and further provided that the party designating an Accommodator or EAT (the “Designating Party”) shall remain liable for the performance of all obligations, representations, warranties and covenants of the Designating Party hereunder. In any case, all payments that Purchaser is obligated to make to the Sellers under this Agreement shall be made to the Accommodator or the EAT and not to Seller. Purchaser and the Sellers agree to cooperate with each Property may be part of other and the Accommodator or EAT in arranging the Exchange. The party which is not the Designating Party (the “Non-Designating Party”) shall execute any documents reasonably requested by the Designating Party and the Accommodator or EAT to facilitate the Exchange as a taxlike-free kind exchange under Section 1031 of the Code and the Treasury Regulations effective thereunder at the time of Closing hereunder, including, but not limited to, any appropriate amendments to this Agreement and any appropriate escrow instructions; provided, however, that no such document shall adversely affect the Non-Designating Party in any respect or change any of the economic terms and conditions of the transaction with respect to the Non-Designating Party or modify or limit the Non-Designating Party’s rights and remedies under this Agreement. The Non-Designating Party shall not be obligated to incur any costs, expenses, losses, liabilities or damages greater than those the Non-Designating Party would have incurred had the Designating Party not elected to effect an exchange. The Designating Party shall reimburse the Non-Designating Party on demand for either Purchaser all costs and expenses incurred by the Non-Designating Party in excess of those that would have been incurred if the Designating Party had not elected to effect an Exchange. 12.22.4 In no event shall the Non-Designating Party be obligated to acquire title to any other property, in connection with such Exchange. Purchaser’s sole obligation in connection with any Exchange shall be to acquire the Property from Seller or a Sellerits assignee in exchange for the Purchase Price in accordance with the terms of this Agreement. The Designating Party agrees to defend, indemnify, and hold the Non-Designating Party free and harmless from all costs, expenses, losses, damages or liability, including but not limited to reasonable attorney’s fees and costs of suit, arising out of or in connection with any Exchange and the Non-Designating Party's cooperation hereunder. Each party hereby agrees to take all reasonable steps acknowledges that neither of them is making any representations, and neither of them is relying on any representations of the other party or before the Closing Date to facilitate such exchange if requested by the other party's counsel, provided that (a) no with respect to the federal, state or local income tax treatment of either of them in connection with this transaction, and neither party making such accommodation shall be required to acquire have any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses any tax treatment received by either of reviewing and executing documents required them in connection with such exchange)this transaction, and (d) no dates in including, without limitation, any failure of this Agreement will be extended as a result thereof. Notwithstanding anything transaction to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property qualify as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property exchange under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing Section 1031 of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Code.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party; provided, provided however, that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). Notwithstanding anything in this Section 13.19 to the contrary, Seller shall have the right to extend the Closing Date (as extended pursuant to the second or third sentences of Section 5.1) for up to 30 days in order to facilitate a tax free exchange pursuant to this Section 13.19, and to obtain all documentation in connection therewith.

1031 Exchange. Sellers Purchaser and Seller each acknowledge that either Seller or Purchaser acknowledge and agree that the purchase and sale of each Property may be elect to structure this transaction as part of a taxan overall transaction intended to be an exchange of like-free exchange under kind properties (“Exchange”) pursuant to Section 1031 of the Internal Revenue Code for of 1986, as amended, and the regulations and proposed regulations thereunder. The parties hereby agree that if either Purchaser or a Sellerparty (the “Electing Party”) wishes to make such election, it must do so prior to Closing by delivering written notice to the other party (the “Non-Electing Party”) at least three (3) Business Days prior to Closing. Each party hereby The Non-Electing Party agrees to take all reasonable steps reasonably cooperate with the Electing Party in connection with the Exchange and shall at Closing consent in writing to the Electing Party’s transfer of its rights (but not its obligations) under this Contract to a “qualified intermediary,” but only on or before the Closing Date to facilitate such exchange if requested by condition that the other party, provided that following terms and conditions are satisfied: (a) There shall be no liability to the Non-Electing Party, and the Non-Electing Party shall have no obligation to take title to any property in connection with the Exchange; (b) The Electing Party shall in all events be responsible for all costs and expenses related to the Exchange and shall fully indemnify, defend and hold the Non-Electing Party harmless from and against any and all liability, claim, damages, expenses (including reasonable attorneys’ fees), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to the Exchange that would not have been incurred by the Non-Electing Party if the transaction had occurred without structuring it as an Exchange; (c) In no way shall the Closing be contingent upon or otherwise subject to the consummation of the Exchange, and the Electing Party shall not be relieved of its obligation to timely perform in accordance with the terms of this Contract notwithstanding any failure, for any reason, of the Exchange to be consummated; (d) The Non-Electing Party shall have no responsibility or liability to any third party making such accommodation involved in the Exchange; (e) The Non-Electing Party shall not be required to acquire make any substitute propertyrepresentations or warranties nor assume any obligations or liabilities, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall nor incur any additional cost, expense or liability whatsoever in connection with such exchange the Exchange; (other than expenses f) The Exchange shall not release the Electing Party from any representation, warranty, covenant or obligation of reviewing and executing documents required in connection the Electing Party or diminish any right or remedy of the Non-Electing Party with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything respect to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then Electing Party; (ig) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment The Exchange shall in no way reduce, modify or otherwise not adversely affect the obligations Non-Electing Party in any respect or change any of such Seller pursuant the economic terms and conditions of the transaction with respect to this Agreementthe Non-Electing Party; and (iiih) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment The Non-Electing Party shall not be responsible for compliance with or be deemed to have taken place; (iv) Intermediary made any representation or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything warranty with respect to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at Exchange or its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the compliance with applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)laws.

1031 Exchange. Sellers Purchaser may, without the consent of Seller prior to any filing with a Governmental Entity with respect to any Required Consent, and, with the consent of Seller (which consent shall not be unreasonably withheld) following any filing with a Governmental Entity with respect to any Required Consent, assign its rights under this Agreement to acquire any Conveyed Asset to a qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar entity or arrangement (a "Qualified Intermediary"); provided, that Seller and Purchaser acknowledge and agree that it would be reasonable for Seller to withhold its consent to any such assignment following any filing with a Governmental Entity with respect to any Required Consent if Seller reasonably determines that such assignment could reasonably be expected to delay, obstruct or otherwise impede Seller's ability to obtain any Required Consent; and provided, further, that no less that five (5) days prior to any such proposed assignment, Purchaser shall provide written notice thereof to Seller, which notice shall specifically set forth each Conveyed Asset to be subject to such proposed assignment and the purchase assignee thereof. Upon the giving of notice to Seller of any such proposed assignment, and sale subject to Seller's good faith determination that such cooperation will not result in any unindemnified costs, Taxes, adverse consequences or risks, Seller shall cooperate with the reasonable requests of each Property may be part Purchaser and any Qualified Intermediary in connection with such assignment and with satisfying the requirements of Revenue Proc. 2000-37 to the extent applicable. Without limiting the generality of the foregoing, if Purchaser gives notice of such assignment, Seller shall (i) promptly provide Purchaser with written acknowledgment of such notice and (ii) at Closing, transfer the Conveyed Assets to or on behalf of the Qualified Intermediary (which transfer shall, to the extent thereof, satisfy the obligations of Seller under this Agreement). Purchaser's assignment to a taxQualified Intermediary will not relieve Purchaser of any of its duties or obligations herein. Seller shall not have any liability or obligation to Purchaser for the failure of the contemplated exchange to qualify as a like-free kind exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Internal Revenue Code.

1031 Exchange. Sellers and Purchaser acknowledge and agree Buyer acknowledges that the purchase and sale of each Property Seller may be part of desire to effect a tax-free deferred like-kind exchange under with respect to its sale of the Property pursuant to Section 1031 of the Internal Revenue Code for either Purchaser and any similar provisions of State or a Sellerlocal Law (an “Exchange”). Each party hereby agrees Subject to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyterms and provisions of this section, provided that (a) Buyer shall reasonably cooperate with Seller in effecting any Exchange; provided, however, in no party making such accommodation event shall Buyer be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costdelays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange cooperation. Any Exchange will be structured by Seller at its sole cost and expense such that Buyer will have no obligation to acquire or enter into the chain of title to any property other than the Property. Buyer’s sole obligation in connection with any Exchange shall be to execute a simple consent pursuant to which it consents to the Exchange. Buyer shall not by this Agreement or acquiescence to any Exchange have its rights under this Agreement modified or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Seller that any Exchange in fact complies with Section 1031 of the Internal Revenue Code. Buyer shall have the right to review and approve any documents to be executed by Buyer in connection with any Exchange; provided, however, such approval shall not be unreasonably withheld, conditioned or delayed. Buyer shall have no obligation to execute any documents or to undertake any action by which Buyer would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Seller hereby agrees to indemnify and hold Buyer harmless from and against any and all Liabilities arising from any Exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations what would have been applicable under this Agreement as if without such delegation Exchange), which indemnification agreement shall expressly survive the Closing and assignment shall not have taken place; (iv) Intermediary be merged therein. Seller further acknowledges that any Exchange is at the request and initiation of Seller, and Buyer in no manner, expressly or exchange accommodation titleholderimplicitly, as participated in or offered tax advice or planning to or for the case may be, shall have no liability to Purchaser; benefit of Seller. Seller is relying solely upon the advice and (v) the closing counsel of professionals of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orSeller’s choice in structuring, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, executing and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)consummating any Exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree that At its option, either Seller or Buyer may structure this transaction as an Exchange. If either Party shall elect to undertake an Exchange, the purchase and sale of each Property following terms shall apply, as may be part of a tax-free exchange under Section 1031 of applicable: (a) The exchanging Party (“Exchanging Party”) shall give written notice to the Code for either Purchaser or a Seller. Each party hereby agrees other Party and Escrow Holder not later than seven (7) business days prior to take all reasonable steps on or before the Closing Date of its intention to facilitate such structure this transaction as an Exchange; (b) The Exchanging Party may assign (in part or in whole) its right in this Agreement, as well as the transfer of its interest in the Property, to an exchange if requested accommodator or an exchange accommodation titleholder (either, an “Accommodator”) selected by the other partyExchanging Party, and may add the Accommodator as an additional party to the Escrow, provided that (ai) no party making such accommodation assignment shall not release the Exchanging Party of sole responsibility for its representations, warranties, undertakings, covenants, indemnities, and obligations hereunder, (ii) the non-Exchanging Party shall not be required to take an assignment of the purchase agreement for any other property or be required to acquire or hold title to any substitute propertyother property for purposes of consummating any such Exchange, and (biii) all conveyance documents to be delivered at the Close of Escrow shall be directly between Buyer and Seller; (c) Buyer and Seller agree to reasonably cooperate with one another in connection with any Exchange, including the execution of documents for such exchange Exchange (including, but not limited to, escrow instructions and amendments to escrow instructions); *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (d) The non-Exchanging Party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any other property in connection with any Exchange; (e) The Close of Escrow shall not affect be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the Exchanging Party to consummate any such Exchange; provided, however, that the Exchanging Party shall have a one-time right to extend the Closing Date for up to thirty (30) days in order to complete such Exchange by delivering written notice to Escrow Holder and the non-Exchanging Party at least seven (7) business days prior to the Closing Date; (g) The non-Exchanging Party shall have no responsibility or liability to any third party involved in any Exchange, and the Exchanging Party shall indemnify and defend the non-Exchanging Party and hold the non-Exchanging Party harmless against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with any Exchange that the non-Exchanging Party would not have incurred but for such Exchange, including, but not limited to, any liabilities, losses, costs, or expenses incurred or sustained by the non-Exchanging Party in the event the non-Exchanging Party is audited or questioned in connection with such Exchange; (h) The non-Exchanging Party shall not be required to make any representations or warranties, to assume any obligations, or to spend any out-of-pocket sum in connection with any Exchange; and (i) All representations, warranties, liabilities undertakings, covenants, indemnities, and obligations of the parties Parties to each other under this Agreementother, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates whether set forth in this Agreement will be extended as a result thereof. Notwithstanding anything or otherwise existing at law or at equity, shall inure to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing benefit of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orParties, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)notwithstanding any Exchange.

1031 Exchange. Sellers Buyer hereby acknowledges that Seller desires and Purchaser acknowledge intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended. Accordingly, Buyer agrees that Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and agree assist Buyer in perfecting such an exchange, provided that the purchase and sale consummation of each the transaction contemplated hereby is not thereby delayed by fault of Buyer. Seller is selling the Property may be part for purposes of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partydeferred exchange, provided and Seller acknowledges that (a) Buyer has made no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of or agreements to Seller or Seller’s agents that the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in transaction contemplated by this Agreement will qualify for such tax treatment, nor has there been any reliance thereon by Seller respecting the legal or tax implications of the transaction contemplated hereby. Seller further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of this transaction. If Seller wishes to novate/assign the ownership rights and interest of this Purchase Agreement to a third party who will act as accommodator to perfect the 1031 exchange by preparing an agreement of exchange of real property, the accommodator will be extended as a result thereof. Notwithstanding anything an independent third party to be chosen by Seller in Seller’s sole discretion, purchasing the contrary contained Seller’s interest in the foregoing, if a Property from Seller so elects to close the transfer of a Property as an exchange, then (i) and selling such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall ownership interest in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Buyer under the same terms and conditions as documented in this Agreement. If Buyer is purchasing the Property in relation to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an tax-deferred exchange, then (i) PurchaserBuyer acknowledges that Seller has made no representations, at its sole optionwarranties, may delegate its obligations or agreements to acquire such Property under this Agreement, and may assign its rights to receive Buyer or Buyer’s agents that the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under transaction contemplated by this Agreement as if will qualify for such delegation and assignment shall not have taken place; (iv) Intermediary tax treatment, nor has there been any reliance thereon by Buyer respecting the legal or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing tax implications of the acquisition transaction contemplated hereby. Buyer further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)this transaction.

1031 Exchange. Sellers and Purchaser The Parties acknowledge and agree that Purchaser intends to acquire certain assets of the purchase and sale of each Property may be part of Partnership at the Closing in a taxlike-free kind exchange under Section 1031 of the Code for either Code, and Purchaser shall be entitled to require the Partnership to dispose of the assets identified by Purchaser (the “Identified Assets”) simultaneously with the Closing in such a like-kind exchange transaction and in the manner set forth in this Section 2.7. Each of the Parties shall cooperate in good faith to structure such transactions as, or as part of, a “deferred like-kind exchange” under Treasury Regulations Section 1.1031(k)-1 or a Seller. Each party hereby “reverse like-kind exchange” pursuant to IRS Revenue Procedure 2000-37, or otherwise, to the greatest extent possible under the Code and agrees to take all reasonable steps on or before make such modifications to this Agreement as are reasonably necessary to meet the requirements of Section 1031 of the Code and the Treasury Regulations promulgated thereunder. In such connection, Purchaser shall be entitled to require the Partnership to transfer the Identified Assets at Closing to, and the Partnership shall at the Closing Date to facilitate such exchange if requested by transfer the other partyIdentified Assets to, provided that (aa qualified intermediary, as defined in Section 1.1031(k)-1(g)(4) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other regulations promulgated under this Agreementthe Code, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as defined in Revenue Procedure 2000-37, or another person reasonably selected by Purchaser for the case may be; purpose of satisfying the Section 1031 requirements (ii) such delegation and assignment each, an “Accommodator”). Purchaser shall in no way reduce, modify or otherwise affect the obligations of such Seller be entitled to satisfy any payments required to be made pursuant to this Agreement; (iii) Agreement by directing an Accommodator to make such Seller payments to the Partnership, and any payments so made to the Partnership shall remain fully liable be treated for its obligations under all purposes of this Agreement as if having been paid to the Person receiving such delegation payment from such Accommodator. The Partnership shall be entitled to direct that any payments required to be made pursuant to this Agreement be made to an Accommodator, and assignment any payments so made to such Accommodator shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, be treated for all purposes of this Agreement as having been paid to the case may be, shall have no liability Partnership. Purchaser agrees to Purchaser; and (v) cooperate with the closing Partnership in connection with the Partnership’s desire to sell certain assets of the Partnership at the Closing in a like-kind exchange transaction that meets the requirements of Section 1031 of the Code and the Treasury Regulations promulgated thereunder. None of the representations, warranties, covenants, indemnification obligations or other agreements of the Parties hereunder shall be affected by any transfer of assets to or receipt of assets from an Accommodator pursuant to the Property to Purchaser foregoing terms of this Section 2.7. None of the Parties shall be undertaken required to make any representations or warranties, assume any obligations, spend any out-of-pocket amounts, or acquire title to any property, except as required by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to in connection with an exchange accommodation titleholder, as involving an Accommodator effected by the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing other Party. Each of the acquisition Parties hereby agrees to pay all costs incurred by such Party associated with any such exchange effected by such Party and to indemnify and hold each of the other Parties harmless from and against any and all claims, losses, liabilities (including reasonable attorneys’ fees, court costs and related expenses) and Taxes arising out of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree Owner hereby advises the Company that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Internal Revenue Code for either Purchaser or a SellerOwner. Each party The Company hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyOwner, provided that (a) no party making such accommodation the Company shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation the Company shall not incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller Owner so elects to close the transfer of a the Property as an exchange, then (i) such SellerOwner, at its sole option, may delegate its obligations to transfer a the Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaserthe Company, to a deferred exchange intermediary (an “Intermediary”"INTERMEDIARY") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller Owner pursuant to this Agreement; (iii) such Seller Owner shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaserthe Company; and (v) the closing of the transfer of the Property to Purchaser the Company shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Owner to execute such deeds) to Purchaser the Company or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and agree that At its option, either Seller or Buyer may structure this transaction as an Exchange. If either Party shall elect to undertake an Exchange, the purchase and sale of each Property following terms shall apply, as may be part of a tax-free exchange under Section 1031 of applicable: (a) The exchanging Party (“Exchanging Party”) shall give written notice to the Code for either Purchaser or a Seller. Each party hereby agrees other Party and Escrow Holder not later than seven (7) business days prior to take all reasonable steps on or before the Closing Date of its intention to facilitate such structure this transaction as an Exchange; (b) The Exchanging Party may assign (in part or in whole) its right in this Agreement, as well as the transfer of its interest in the Property, to an exchange if requested accommodator or an exchange accommodation titleholder (either, an “Accommodator”) selected by the other partyExchanging Party, and may add the Accommodator as an additional party to the Escrow, provided that (ai) no party making such accommodation assignment shall not release the Exchanging Party of sole responsibility for its representations, warranties, undertakings, covenants, indemnities, and obligations hereunder, (ii) the non-Exchanging Party shall not be required to take an assignment of the purchase agreement for any other property or be required to acquire or hold title to any substitute propertyother property for purposes of consummating any such Exchange, and (biii) all conveyance documents to be delivered at the Close of Escrow shall be directly between Buyer and Seller; (c) Buyer and Seller agree to reasonably cooperate with one another in connection with any Exchange, including the execution of documents for such exchange Exchange (including, but not limited to, escrow instructions and amendments to escrow instructions); (d) The non-Exchanging Party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any other property in connection with any Exchange; *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (e) The Close of Escrow shall not affect be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the Exchanging Party to consummate any such Exchange; provided, however, that the Exchanging Party shall have a one-time right to extend the Closing Date for up to thirty (30) days in order to complete such Exchange by delivering written notice to Escrow Holder and the non-Exchanging Party at least seven (7) business days prior to the Closing Date; (g) The non-Exchanging Party shall have no responsibility or liability to any third party involved in any Exchange, and the Exchanging Party shall indemnify and defend the non-Exchanging Party and hold the non-Exchanging Party harmless against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with any Exchange that the non-Exchanging Party would not have incurred but for such Exchange, including, but not limited to, any liabilities, losses, costs, or expenses incurred or sustained by the non-Exchanging Party in the event the non-Exchanging Party is audited or questioned in connection with such Exchange; (h) The non-Exchanging Party shall not be required to make any representations or warranties, to assume any obligations, or to spend any out-of-pocket sum in connection with any Exchange; and (i) All representations, warranties, liabilities undertakings, covenants, indemnities, and obligations of the parties Parties to each other under this Agreementother, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates whether set forth in this Agreement will be extended as a result thereof. Notwithstanding anything or otherwise existing at law or at equity, shall inure to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing benefit of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orParties, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)notwithstanding any Exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree acknowledges that Seller may elect to convey all or a portion of the purchase and sale of each Property may be part in connection with the completion of a tax-free deferred exchange under Section 1031 of the Internal Revenue Code for either of 1986 (including, but not limited to, an interim conveyance to or through a qualified intermediary). In connection therewith, Purchaser or a Selleragrees to permit an assignment of this Agreement by the Seller in furtherance thereof. Each party Purchaser hereby agrees to take such steps as Seller may reasonably require in order to complete the tax-deferred exchange including, without limitation, accepting or delivering payment of all reasonable steps on or before a portion of the Purchase Price from or to a third party and executing all documents reasonably necessary to effectuate such transfer; provided, however, that (i) no delay or extension of the Closing Date to facilitate such exchange if requested by the or any other party, provided that (a) no party making such accommodation time period for performance set forth herein shall be required implied by such requirement of cooperation, and (ii) in no event will Purchaser be obligated to (x) acquire or take title to any substitute propertyproperty other than the Property, or (by) such exchange shall not affect the representations, warranties, liabilities and obligations pay or apply any consideration in excess of the parties to each other amounts, or at any time sooner than, as required under this Agreement, (ciii) no party making such accommodation the assignment of this Agreement by Seller shall not affect Purchaser’s rights and remedies against Seller as provided by this Agreement, (iv) Purchaser shall not be obligated to incur any additional cost, expense debt or incur any personal liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange)respect to any replacement property, and (dv) no dates Purchaser shall not be required to make any warranties or representations in addition to those contained herein or perform any additional covenants in favor of Seller or any other person. Seller shall indemnify and hold Purchaser harmless from and against any and all claims, costs, or liabilities incurred by Purchaser arising out of or connected with Purchaser’s cooperation with the exchange transaction contemplated by this Agreement will be extended as a result thereofSection 17.19. Notwithstanding anything In addition to the contrary contained and not in the foregoing, if a Seller so elects to close the transfer limitation of a Property as an exchange, then (i) such any of Seller, at its sole option, may delegate its obligations to transfer a Property ’s other rights under this Agreement, and may assign its rights to receive facilitate Seller’s accomplishment of a tax-deferred exchange under Section 1031 of the Purchase Price from PurchaserInternal Revenue Code of 1986, Seller shall have the right, upon written notice to Purchaser delivered not later than November 30, 2010, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as postpone the case may be; (ii) such delegation and assignment shall in no way reduce, modify or Closing Date from the date the Closing Date would otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations occur under this Agreement as if such delegation and assignment shall for a period not have taken place; to exceed ninety (iv90 days) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall but in no way reduceevent beyond March 31, modify or otherwise affect 2011. Seller shall identify the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if Closing Date in such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)written notice.

1031 Exchange. Sellers and Seller understands that Purchaser acknowledge and agree that may consummate the purchase and sale of each Property may be the Membership Interest as part of a so-called like-kind or tax-free deferred exchange under (each, an “Exchange”) pursuant to Section 1031 of the Code for either Purchaser or a Seller. Each party hereby Internal Revenue Code, as amended (the “Code”) and Seller agrees to take all reasonable steps on or before the Closing Date to facilitate cooperate with Purchaser in connection therewith (including, but not limited to, executing such exchange if requested by the other partydocuments as Purchaser may reasonably request), provided that that: (ai) no party making such accommodation Purchaser shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k) -1(g)(4) and Seller shall not be required to acquire or hold title to any substitute property, (b) such exchange shall not affect real property or membership interests for purposes of consummating the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may beExchange; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken pay any additional costs that would not otherwise have been incurred by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to either party had Purchaser or to exchange accommodation titleholder, as not consummated the case may be. Notwithstanding anything to sale through the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, Exchange and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall, and hereby does, indemnify and hold Seller and its affiliates harmless from any loss, cost, damage, liability or expense which may arise or which Seller or its affiliates may suffer in connection with, an Exchange. In the event that Purchaser elects to consummate this transaction through an Exchange, Purchaser may make the Purchaser Money Note payable to a qualified intermediary provided that the qualified intermediary shall remain fully liable for assign its obligations rights under such Purchaser Money Note to Seller upon Closing. Neither Seller nor Purchaser shall, by this Agreement or acquiescence to the Exchange, (1) have its rights under this Agreement as if such delegation and assignment shall not affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have taken place; (iv) Intermediary or exchange accommodation titleholder, as warranted to the case may be, shall have no liability to such Seller; and (v) other party that the closing Exchange in fact complies with Section 1031 of the acquisition Code. The indemnification provisions set forth in this Section 30 shall survive the Closing or other termination of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)this Agreement.

1031 Exchange. Sellers The Company agrees to cooperate, subject to the restrictions and Purchaser acknowledge conditions stated herein, should Parent elect to acquire, immediately before and agree that in connection with the purchase and sale closing of each Property may be the Merger, one or more of the Company’s assets as part of a taxlike-free kind exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees (such assets thus acquired hereinafter referred to take all reasonable steps on or before as “Replacement Properties”), including the Closing Date execution of such documents and the taking of such actions as Parent may reasonably request to facilitate complete the acquisition of the Replacement Properties immediately prior to and in connection with the closing of the Merger, provided, however, (i) that any such like-kind exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, consummated through the use of a qualified intermediary or exchange accommodation titleholder (bthe “Assignee”); (ii) such Parent’s contemplated exchange shall not affect impose upon the Company any cost, additional liability or financial obligation, and Parent agrees to hold the Company harmless from any liability that might arise in connection with such exchange. The Company agrees to cooperate with Parent in attempting to close the acquisition of the Replacement Properties two days before the closing for the Merger; provided however that the Company may refuse to consent to an acquisition of the Replacement Properties that does not close immediately before and in connection with the Merger if Company in its sole discretion believes that an earlier closing could have adverse consequences to the Company. Without limiting the generality of the immediate preceding sentence, any real property transfer, sales, use, transfer, value added, stock transfer and stamp taxes, stamp duties, and any transfer, recording, registration and other fees, charges, premiums and any similar taxes shall be borne solely by Parent; and Parent shall unconditionally guarantee the full and timely performance by the Assignee of each and every one of the representations, warranties, liabilities indemnities, obligations and obligations undertakings of the parties to each other Parent under this AgreementAgreement (and any amendments or modifications hereto) that relate to the Replacement Properties. As such guarantor, (c) no party making such accommodation Parent shall incur be treated as primary obligor with respect to those representations, warranties, indemnities, obligations and undertakings, and, in the event of breach, the Company may proceed directly against Parent on this guarantee without the need to join Assignee. In the event any additional costexchange contemplated by Parent should fail to occur, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange)for whatever reason, and (d) no dates the Merger shall nonetheless be consummated as provided herein. Notwithstanding anything in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in contrary, the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this AgreementCompany makes no representation or warranty, and may assign its rights undertakes no other obligation, in each case with respect to receive the Purchase Price from Purchaser, tax consequences of the transactions referred to a deferred exchange intermediary in this Section 6.12 (an “Intermediary”including whether the transactions qualify under Section 1031 of the Code) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary be responsible for any loss or exchange accommodation titleholder, as the case may be, shall have no liability relating to any tax liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed Parent from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)transactions.

1031 Exchange. Sellers and Purchaser acknowledge and agree that agrees to reasonably cooperate with Seller (without liability or cost to Purchaser) in Seller's efforts to consummate the purchase and sale of each the Property may be part of in a taxmanner which qualifies as a so-free called "deferred" or "like-kind" exchange under pursuant to Section 1031 of the Internal Revenue Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole optionor any affiliate thereof (a "Seller 1031 Exchange"). Such cooperation shall include, may delegate its obligations to transfer without limitation, acquiring the Property or any portion thereof or interest therein from a Property under this Agreementqualified intermediary, and may assign Seller assigning all or any portion of its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its and/or obligations under this Agreement as if to a qualified intermediary and Purchaser paying all or any portion of the Purchase Price to a qualified intermediary. Seller shall be responsible for all costs and expenses related to a Seller 1031 Exchange and shall fully indemnify, defend and hold Purchaser harmless from and against any and all liability, claims, damages, expenses (including, without limitation, reasonable attorneys' fees other than those incurred prior to Closing to review documents to facilitate the Seller 1031 Exchange), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such delegation Seller 1031 Exchange. The provisions of the immediately preceding sentence shall survive Closing and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser. Seller agrees to reasonably cooperate with Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause without liability or cost to execute such deedsSeller) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close connection with the acquisition of all or a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing portion of the acquisition of such Property by Purchaser or a designee permitted pursuant to Section 10.3 hereof as part of a "deferred" or "like-kind" exchange pursuant to Section 1031 of the exchange accommodation titleholder, as the case may be, Internal Revenue Code (a "Purchaser 1031Exchange"). Purchaser shall be undertaken by direct deed responsible for all costs and expenses related to a Purchaser 1031 Exchange and shall fully indemnify, defend and hold Seller harmless from and against any and all liability, claims, damages, expenses (including, without limitation, reasonable attorneys' fees to facilitate the applicable Seller (orPurchaser 1031 Exchange), if applicabletaxes, from other affiliates fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Seller whom such Seller will cause Purchaser 1031 Exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of the Property to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Purchaser.

1031 Exchange. Sellers and Purchaser acknowledge and agree that At its option, either Seller or Buyer may structure this transaction as an Exchange. If either Party shall elect to undertake an Exchange, the purchase and sale of each Property following terms shall apply, as may be part of a tax-free exchange under Section 1031 of applicable: (a) The exchanging Party (“Exchanging Party”) shall give written notice to the Code for either Purchaser or a Seller. Each party hereby agrees other Party and Escrow Holder not later than seven (7) business days prior to take all reasonable steps on or before the Closing Date of its intention to facilitate such structure this transaction as an Exchange; (b) The Exchanging Party may assign (in part or in whole) its right in this Agreement, as well as the transfer of its interest in the Property, to an exchange if requested accommodator or an exchange accommodation titleholder (either, an “Accommodator”) selected by the other partyExchanging Party, and may add the Accommodator as an additional party to the Escrow, provided that (ai) no party making such accommodation assignment shall not release the Exchanging Party of sole responsibility for its representations, warranties, undertakings, covenants, indemnities, and obligations hereunder, (ii) the non-Exchanging Party shall not be required to take an assignment of the purchase agreement for any other property or be required to acquire or hold title to any substitute propertyother property for purposes of consummating any such Exchange, and (biii) all conveyance documents to be delivered at the Close of Escrow shall be directly between Buyer and Seller; (c) Buyer and Seller agree to reasonably cooperate with one another in connection with any Exchange, including the execution of documents for such exchange Exchange (including, but not limited to, escrow instructions and amendments to escrow instructions); (d) The non-Exchanging Party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any other property in connection with any Exchange; (e) The Close of Escrow shall not affect be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the Exchanging Party to consummate any such Exchange; provided, however, that the Exchanging Party shall have a one-time right to extend the Closing Date for up to thirty (30) days in order to complete such Exchange by delivering written notice to Escrow Holder and the non-Exchanging Party at least seven (7) business days prior to the Closing Date; (g) The non-Exchanging Party shall have no responsibility or liability to any third party involved in any Exchange, and the Exchanging Party shall indemnify and defend the non-Exchanging Party and hold the non-Exchanging Party harmless against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with any *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Exchange that the non-Exchanging Party would not have incurred but for such Exchange, including, but not limited to, any liabilities, losses, costs, or expenses incurred or sustained by the non-Exchanging Party in the event the non-Exchanging Party is audited or questioned in connection with such Exchange; (h) The non-Exchanging Party shall not be required to make any representations or warranties, to assume any obligations, or to spend any out-of-pocket sum in connection with any Exchange; and (i) All representations, warranties, liabilities undertakings, covenants, indemnities, and obligations of the parties Parties to each other under this Agreementother, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates whether set forth in this Agreement will be extended as a result thereof. Notwithstanding anything or otherwise existing at law or at equity, shall inure to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing benefit of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orParties, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)notwithstanding any Exchange.

1031 Exchange. Sellers and Seller understands that Purchaser acknowledge and agree that may consummate the purchase and sale of each Property may be the Membership Interest as part of a so-called like-kind or tax-free deferred exchange under (each, an “Exchange”) pursuant to Section 1031 of the Code for either Purchaser or a Seller. Each party hereby Internal Revenue Code, as amended (the “Code”) and Seller agrees to take all reasonable steps on or before the Closing Date to facilitate cooperate with Purchaser in connection therewith (including, but not limited to, executing such exchange if requested by the other partydocuments as Purchaser may reasonably request), provided that that: (ai) no party making such accommodation Purchaser shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and Seller shall not be required to acquire or hold title to any substitute property, (b) such exchange shall not affect real property or membership interests for purposes of consummating the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may beExchange; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken pay any additional costs that would not otherwise have been incurred by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to either party had Purchaser or to exchange accommodation titleholder, as not consummated the case may be. Notwithstanding anything to sale through the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, Exchange and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall, and hereby does, indemnify and hold Seller and its affiliates harmless from any loss, cost, damage, liability or expense which may arise or which Seller or its affiliates may suffer in connection with, an Exchange. In the event that Purchaser elects to consummate this transaction through an Exchange, Purchaser may make the Purchaser Money Note payable to a qualified intermediary provided that the qualified intermediary shall remain fully liable for assign its obligations rights under such Purchaser Money Note to Seller upon Closing. Neither Seller nor Purchaser shall, by this Agreement or acquiescence to the Exchange, (1) have its rights under this Agreement as if such delegation and assignment shall not affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have taken place; (iv) Intermediary or exchange accommodation titleholder, as warranted to the case may be, shall have no liability to such Seller; and (v) other party that the closing Exchange in fact complies with Section 1031 of the acquisition Code. The indemnification provisions set forth in this Section 30 shall survive the Closing or other termination of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)this Agreement.

1031 Exchange. Sellers and Purchaser acknowledge and agree that Buyer may desire to effectuate a tax-deferred exchange (also known as a “1031” exchange) (an “Exchange”) in connection with the purchase and sale of any or all of the Real Property. Buyer and Sellers hereby agree to cooperate with each Property may other in connection with an Exchange, provided that: (a) all documents executed by any Seller in connection with the Exchange shall be part subject to the prior reasonable approval of Sellers and shall recognize that Sellers are acting solely as an accommodating party to such Exchange, Sellers shall have no liability with respect thereto, and are making no representation or warranty that the transactions qualify as a tax-free deferred exchange under Section 1031 of the Internal Revenue Code for either Purchaser or a Seller. Each party hereby agrees any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, so qualify; (b) such exchange Exchange shall not affect the representationsresult in Sellers incurring any additional costs or liabilities, warrantiesand Buyer shall indemnify, liabilities defend and obligations hold Sellers harmless against any such additional claims, causes of the parties to each other under this Agreementaction, costs and liabilities; (c) the Exchange shall not result in any increased risks or any adverse tax consequences to Sellers; (d) in no party making such accommodation event shall incur Sellers be obligated to acquire any additional costproperty or otherwise be obligated to take title, expense or liability appear in the records of title, to any property in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), the Exchange; and (de) in no dates in this Agreement will be extended as event shall Buyer’s consummation of such Exchange constitute a result thereof. Notwithstanding anything condition precedent to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its Buyer’s obligations to transfer a Property under this Agreement, and may assign its rights Buyer’s failure or inability to receive the Purchase Price consummate such Exchange for any reason or for no reason at all shall not be deemed to excuse or release Buyer from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation Agreement. Buyer shall indemnify and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholderhold Sellers harmless from and against all claims, as the case may bedemands, shall have no liability to Purchaser; actions, proceedings, damages, losses, liabilities, costs and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed expenses resulting from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to tax deferred exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Buyer.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). Notwithstanding anything in this Section 13.19 to the contrary, Seller shall have the right to extend the Closing Date (as extended pursuant to the second or third sentences of Section 5.1) for up to 30 days in order to facilitate a tax free exchange pursuant to this Section 13.19, and to obtain all documentation in connection therewith.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller and/or Buyer may be part of desire to effect a tax-free deferred like kind exchange under with respect to its sale or purchase, respectively, of the Property (in either case, the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code for of 1986, as amended (the “Code”) and any similar provisions of state or local law. If either Purchaser or a Seller. Each party hereby agrees elects to take all reasonable steps on or before effect an Exchange (the Closing Date “Exchangor”), then, subject to facilitate such exchange if requested by the terms and provisions of this Section, the other partyparty (the “Non-Exchangor”) shall reasonably cooperate with the Exchangor in effecting the Exchange; provided, provided that (a) however, in no party making such accommodation event shall the Non-Exchangor be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costmaterial delays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange (cooperation. The Exchange will be structured by the Exchangor at its sole cost and expense such that the Non-Exchangor will have no obligation to acquire or enter into the chain of title to any property other than expenses of reviewing and executing documents required the Property. The Non-Exchangor’s sole obligation in connection with the Exchange shall be to review and execute certain customary documentation reasonably acceptable to the Non-Exchangor necessary to effectuate the Exchange in accordance with the foregoing and the applicable rules governing such exchange), and (d) no dates in exchanges. The Non-Exchangor shall not by this Agreement will or acquiescence to the Exchange have its rights under this Agreement modified or diminished in any material manner or be responsible for compliance with or be deemed to have warranted to the Exchangor that the Exchange in fact complies with Section 1031 of the Code. The Non-Exchangor shall have the right to review and approve any documents to be executed by the Non-Exchangor in connection with the Exchange; provided, such approval shall not be unreasonably withheld, conditioned or delayed. The Non-Exchangor shall have no obligation to execute any documents or to undertake any action by which the Non-Exchangor would or might incur any material liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Property by the Exchangor’s designated intermediary or any “Qualified Exchange Accommodation Titleholder” (if applicable) nor the Exchange shall amend or modify the representations, warranties and covenants of the Exchangor to the Non-Exchangor under this Agreement or the survival thereof pursuant to this Agreement in any material respect nor shall any such conveyance or Exchange result in a release of the Exchangor with respect to such representations, warranties and/or covenants. At the Exchangor’s election, the Deed and all closing documents with respect to the Property shall run directly between the Non-Exchangor and either the Exchangor or the Exchangor’s designated intermediary or Qualified Exchange Accommodation Titleholder. The Closing shall not be extended as a result thereofof the Exchange. Notwithstanding anything The Exchangor shall indemnify and hold the Non-Exchangor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees but excluding costs incurred to review the contrary contained in exchange documents) arising from the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then Exchange (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations other than what would have been applicable under this Agreement as if such delegation without the Exchange), which indemnification agreement shall expressly survive the Closing. The Exchangor further acknowledges that the Exchange is at the request and assignment shall not have taken place; (iv) Intermediary initiation of the Exchangor, and the Non-Exchangor in no manner, expressly or exchange accommodation titleholderimplicitly, as participated in or offered tax advice or planning to or for the case may bebenefit of the Exchangor. The Exchangor is relying solely upon the advice and counsel of professionals of the Exchangor’s choice in structuring, executing and consummating the Exchange. The Non-Exchangor shall have no liability to Purchaser; and (v) the closing Exchangor in the event that the Exchange is not successfully consummated or in the event that the Closing does not occur prior to the deadline for consummation of the transfer of Exchange; and, the Property Closing is not conditioned upon the Exchangor’s ability to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as consummate the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller and/or Buyer may be part of desire to effect a tax-free deferred like kind exchange under with respect to its sale or purchase, respectively, of the Property (in either case, the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code for of 1986, as amended (the “Code”) and any similar provisions of state or local law. If either Purchaser or a Seller. Each party hereby agrees elects to take all reasonable steps on or before effect an Exchange (the Closing Date “Exchangor”), then, subject to facilitate such exchange if requested by the terms and provisions of this Section, the other partyparty (the “Non Exchangor”) shall reasonably cooperate with the Exchangor in effecting the Exchange; provided, provided that (a) however, in no party making such accommodation event shall the Non Exchangor be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costmaterial delays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange (cooperation. The Exchange will be structured by the Exchangor at its sole cost and expense such that the Non Exchangor will have no obligation to acquire or enter into the chain of title to any property other than expenses of reviewing and executing documents required the Property. The Non Exchangor’s sole obligation in connection with the Exchange shall be to review and execute certain customary documentation reasonably acceptable to the Non Exchangor necessary to effectuate the Exchange in accordance with the foregoing and the applicable rules governing such exchange), and (d) no dates in exchanges. The Non Exchangor shall not by this Agreement will or acquiescence to the Exchange have its rights under this Agreement modified or diminished in any material manner or be responsible for compliance with or be deemed to have warranted to the Exchangor that the Exchange in fact complies with Section 1031 of the Code. The Non Exchangor shall have the right to review and approve any documents to be executed by the Non Exchangor in connection with the Exchange; provided, such approval shall not be unreasonably withheld, conditioned or delayed. The Non Exchangor shall have no obligation to execute any documents or to undertake any action by which the Non Exchangor would or might incur any material liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Property by the Exchangor’s designated intermediary or any “Qualified Exchange Accommodation Titleholder” (if applicable) nor the Exchange shall amend or modify the representations, warranties and covenants of the Exchangor to the Non Exchangor under this Agreement or the survival thereof pursuant to this Agreement in any material respect nor shall any such conveyance or Exchange result in a release of the Exchangor with respect to such representations, warranties and/or covenants. At the Exchangor’s election, the Deed and all closing documents with respect to the Property shall run directly between the Non Exchangor and either the Exchangor or the Exchangor’s designated intermediary or Qualified Exchange Accommodation Titleholder. The Closing shall not be extended as a result thereofof the Exchange. Notwithstanding anything The Exchangor shall indemnify and hold the Non Exchangor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees but excluding costs incurred to review the contrary contained in exchange documents) arising from the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then Exchange (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations other than what would have been applicable under this Agreement as if such delegation without the Exchange), which indemnification agreement shall expressly survive the Closing. The Exchangor further acknowledges that the Exchange is at the request and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing initiation of the transfer Exchangor, and the Non Exchangor in no manner, expressly or implicitly, participated in or offered tax advice or planning to or for the benefit of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates Exchangor. The Exchangor is relying solely upon the advice and counsel of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing professionals of the acquisition of such Property by Purchaser or Exchangor’s choice in structuring, executing and consummating the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Exchange.

1031 Exchange. Sellers Seller shall have the right, at its option, to sell the Property through a transaction structured to qualify as a like-kind exchange of the Property within the meaning of Section 1031 of the Internal Revenue Code of 1986 as amended. Purchaser agrees to cooperate with Seller in effecting a qualifying like-kind exchange through a means determined by Seller, provided Purchaser will not be required to take title to or contract for any exchange property. Seller shall bear any additional transaction costs incurred by Purchaser solely attributable to the closing of a qualifying exchange, including the costs of a revised title commitment and attorneys' fees related to this Agreement. Purchaser acknowledge will execute such documents and agree that perform such other acts as Seller reasonably requests in cooperation with Seller's effort to have the purchase and sale of each Property may transaction considered to be part of a taxlike-free kind exchange under Section section 1031 of the Internal Revenue Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate of 1986, as amended provided: i. All such exchange if requested by the other party, provided that (a) no party making such accommodation documents shall be required to acquire any substitute property, (b) such exchange prepared by or at the direction of Seller: ii. Purchaser shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with the performance of this Section 21: iii. Any such requested conduct will not delay the Closing of the transaction beyond the specified Closing Date: iv. Purchaser does not warrant or represent to Seller that the Internal Revenue Service will treat the transaction as a like-kind exchange under section 1031 of the Internal Revenue Code of 1986, as amended; and v. Seller agrees to defend Purchaser against any and all claims which might be made by anyone, including Seller, against Purchaser arising out of or resulting from Purchaser's execution of any documents or actions taken by Purchaser which is required by the section 1031 transaction (other than expenses of reviewing and executing documents required in connection with such exchange"Claims"), and (d) no dates in this Agreement will be extended to hold Purchaser harmless from and to indemnify Purchaser against any and all expense, cost, liability, damage incurred by or judgment entered against Purchaser as a result thereofof the assertion of any Claim. Notwithstanding anything to the contrary contained stated elsewhere in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, the indemnity provided for in this Section 21 shall survive the Closing and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation execution and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).delivery

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller may be selling the Properties (or portions thereof) as part of a multi-property transaction to qualify as a tax-free exchange, including potentially a so-called reverse Starker exchange (“1031 Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall, to the extent provided below, cooperate with Seller’s request to allow Seller to attempt to qualify for either Purchaser the 1031 Exchange, including, without limitation: (i) executing and delivering amendments to this Agreement and/or amendments to and restatements of this Agreement so that the transactions contemplated hereby are incorporated into one or more cross-contingent agreements; (ii) executing and delivering one or more assignments of this Agreement or any of the agreements described in the preceding clause (i) from Buyer to an affiliate of Buyer or by any Seller to an affiliate of Seller or to a Seller. Each party hereby agrees qualified exchange accommodator of Seller or such affiliate; and (iii) executing and delivering such other documents; provided, however, in each case that Buyer’s obligation to take cooperate with Seller shall be limited and conditioned as follows: (w) Buyer shall receive written notice from Seller prior to the scheduled Closing Date, which shall identify the parties involved in such 1031 Exchange and enclose all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partydocuments for which Buyer’s signature shall be required, provided that (ax) in no party making such accommodation event shall Buyer be required to acquire execute any substitute propertydocument or instrument which may (A) subject Buyer to any additional liability or obligation to Seller or any other individual, entity or governmental agency, or (bB) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other diminish or impair Buyer’s rights under this Agreement, (cy) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for not be relieved of any of its obligations under this Agreement as if such delegation by reason of the 1031 Exchange, and assignment (z) Buyer shall not have taken place; (iv) Intermediary be required to incur any material costs or exchange accommodation titleholder, as expenses in connection with the case may be, 1031 Exchange. Seller’s failure to effectuate any intended 1031 Exchange shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed not relieve Seller from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire consummate the purchase and sale transaction contemplated by this Agreement and the consummation of such Property 1031 Exchange shall not be a condition precedent to Seller’s obligations under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; , (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to under this Agreement; , (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; , (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; Purchaser and (v) the closing of the transfer acquisition of the Property to by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (iA) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; , (iiB) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; , (iiiC) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; , (ivD) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; Seller and (vE) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and agree that In the purchase and sale event, in furtherance of each Property may be part of the Purchase Transaction, either Owner or Optionee elects to effect a tax-free deferred exchange in conformance with Section 1031 of the Internal Revenue Code, as amended, the party having made such election may assign this Option Agreement and all of the electing party’s rights in, under and in respect thereof to a Qualified Intermediary as may be necessary or appropriate for the purpose of attempting to qualify the Purchase Transaction to be eligible for treatment as a qualified exchange allowed under Section 1031 of the Internal Revenue Code of 1986, as amended, and effecting such exchange; provided, however, that in any such event, the Qualified Intermediary shall be bound by all covenants, agreements, warranties, representations and all of the performance and other obligations and liabilities of the electing party under and in respect of this Option Agreement, but such electing party nevertheless shall not be relieved of, and shall remain responsible and liable for all covenants, agreements, warranties, representations, performance and other obligations and liabilities of the electing party under and in respect of the Option or this Option Agreement, all of which shall be enforceable by and against and between Owner and Optionee. If either Owner or Optionee elects to structure the Purchase Transaction as a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, the parties will reasonably cooperate upon the request of the electing party and shall execute any necessary documents requested by the electing party in attempting to qualify the Purchase Transaction as an exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyInternal Revenue Code; provided, provided however, that (a) no the non-electing parties shall not incur any cost or liability for its assistance (except the cost incurred by such party making for its legal fees to review any documentation) and the electing party will indemnify and hold the other parties harmless from and against any cost, claims, expenses, or liabilities (including but not limited to reasonable attorney fees and expenses and costs of litigation) incurred by such accommodation shall be required to acquire any substitute propertyparties solely as a result of structuring the Purchase Transaction as a like-kind exchange, and (b) such the exchange shall not affect will have no material effect on the representations, warranties, liabilities and obligations terms of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense non-electing parties’ obligations or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing respect of the transfer of the Property to Purchaser Option or this Option Agreement. Nothing contained herein shall be undertaken by direct deed prevent all parties from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of electing a Property as an like-kind exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Buyer and Purchaser Seller acknowledge and agree that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of each Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a SellerInternal Revenue Code. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by reasonably cooperate with the other partyparty to effect such an exchange; provided, provided that however, that: (ai) no the cooperating party making such accommodation shall not be required to acquire or take title to any substitute exchange property, ; (bii) such exchange the cooperating party shall not affect the representations, warranties, liabilities and obligations of the parties be required to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense (excluding attorneys' fees) or liability whatsoever in connection with such exchange the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (other than expenses of reviewing and executing documents required in connection with such exchange), and (diii) no dates substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement will or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be extended as a result thereof. Notwithstanding anything to the contrary contained substituted in the foregoingescrow; (v) the effectuating party shall be responsible for preparing all additional agreements, if a Seller so elects to close documents and escrow instructions (collectively, the transfer of a Property as an "Exchange Documents") required by the exchange, then (i) such Seller, at its sole optioncost and expense; and (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, may delegate its obligations tax considerations and other considerations relating to transfer a Property under this Agreementthe proposed exchange, the Exchange Documents and the transactions contemplated thereby, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment cooperating party shall in no event be responsible for, or in any way reduce, modify be deemed to warrant or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary represent any tax or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing other consequences of the transfer exchange transaction arising by reason of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing cooperating party's performance of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)acts required hereby.

1031 Exchange. Sellers and Purchaser acknowledge and agree that Either party hereto may elect to seek to structure its purchase or sale, as applicable, of the purchase and sale of each Property may be part of as a tax-free deferred exchange under pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder (“1031 Exchange”), subject to the limitations set forth herein. Each party shall reasonably cooperate with the other, at no cost, expense, liability or potential liability to such cooperating party (except for either Purchaser de minimus costs), and the non-exchanging party shall not be required to execute any additional documentation other than a simple consent. In addition (i) the party desiring to effectuate a 1031 Exchange shall notify the other party of the same not later than ten (10) days prior to the Closing, (ii) neither party shall be required to incur any additional liabilities or financial obligations as a Sellerconsequence of such cooperation, (iii) neither party shall be relieved of its obligations, representations or warranties under this Agreement, (iv) any attempt to structure an acquisition or sale of the Property as a 1031 Exchange shall not be a condition to, and shall not delay or extend, the Closing, and (v) neither party shall be required to acquire title to any property other than the Property. Any risk that such an exchange or conveyance might not qualify as a tax-deferred transaction shall also be borne solely by the party seeking to effectuate the same, and each party acknowledges that the other has not provided, and will not provide, any tax, accounting, legal or other advice regarding the efficacy of any attempt to structure the transaction as a 1031 Exchange. Each party hereby agrees to take save, protect, defend, indemnify and hold the other harmless from any and all losses, costs, claims, liabilities, penalties, and expenses, including, without limitation, reasonable steps on attorneys’ fees, fees of accountants and other experts, and costs of any judicial or before administrative proceeding or alternative dispute resolution to which the Closing Date other may be exposed, due to facilitate such exchange if requested any attempt by the other party, provided that (a) no indemnifying party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect structure the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended transaction as a result thereof1031 Exchange. Notwithstanding anything to The provisions of this Section 10.23 shall survive the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Closing.

1031 Exchange. Sellers and Purchaser acknowledge and agree that 17.1 Each party hereto (the "Initiator") shall have the right to request the other party (the "Accommodator") to transact the purchase and sale of each Property may be part the Property, as provided in this Agreement, pursuant to a tax deferred plan of a tax-free exchange under (the "Exchange") in accordance with Section 1031 of the Code Internal Revenue Code, as amended (the "Code") or any similar provision of the Internal Revenue Code, including, but not limited to, Section 1033. The Initiator shall provide the Accommodator with copies of the documentation requested to be executed by the Accommodator and the description of the proposed exchange. The Accommodator shall have the right to reasonably approve the documentation for either Purchaser the purpose of determining whether or a Seller. Each party hereby agrees to take all reasonable steps on or before not the proposed Exchange would delay the Closing Date or expose the Accommodator to facilitate such additional expense or liability. The Accommodator will execute any documents, and take any acts, reasonably required to effectuate the Exchange, whether on a concurrent or deferred basis (including through third party qualifying intermediary); provided that: 17.1.1 The Accommodator shall not be required to incur any additional liability or expense in connection with participation in the Exchange. 17.1.2 The Accommodator shall not be required to hold or otherwise acquire, or be on title to, any property other than the Property. 17.1.3 The Accommodator shall not be required to execute any documents creating any liability on the part of the Accommodator. 17.1.4 Accommodator makes no representation or warranty to Initiator that the Exchange will qualify for tax deferred or other tax treatment, whether pursuant to the Code or otherwise. 17.1.5 The transaction contemplated by this Agreement shall not in any way be postponed for, or contingent upon, completion of the Exchange. 17.1.6 Review costs for attorneys, accountants or other professionals, by either party relative to documents for an exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect deemed the representations, warranties, liabilities sole cost and obligations expense of the parties to each party retaining the attorney, accountant or other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing professional and executing documents required in connection with such exchange), and (d) no dates in this Agreement will need not be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller reimbursed pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Section.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “"Intermediary”") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). Notwithstanding anything in this Section 13.19 to the contrary, Seller shall have the right to extend the Closing Date (as extended pursuant to the second or third sentences of Section 5.1) for up to 30 days in order to facilitate a tax-free exchange pursuant to this Section 13.19, and to obtain all documentation in connection therewith.

1031 Exchange. Sellers Each Seller and Purchaser acknowledge and agree that Buyer each reserve the purchase and sale of each Property may be right to consummate this transaction as part of a tax-free deferred exchange under of like kind property as provided by Section 1031 of the Code for either Purchaser or a SellerFederal Code. Each party hereby agrees Both Buyer and each Seller agree to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to cooperate with each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if regard and any escrow holder or exchange facilitator selected by a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholderBuyer, as the case may be; (ii) such delegation and assignment shall , in no way reduce, modify effecting a qualifying exchange or otherwise affect exchanges under Section 1031 of the obligations of Federal Code undertaken by such Seller pursuant or Buyer with respect to this Agreement; (iii) such Seller shall remain fully liable for its obligations under the Property, either through assignment of this Agreement as if to a qualified intermediary or through other means determined by a Seller or Buyer, and Buyer or such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholderSeller, as the case may be, shall have no liability execute such documents as may be reasonably requested by the party effectuating the exchange, provided that such documents shall not materially increase the other party’s obligations over those otherwise contained in this Agreement. Neither party makes any representation to Purchaser; and (v) the closing other regarding qualification of the transfer exchange under Section 1031 of the Property to Purchaser Federal Code and neither party shall be undertaken liable to the other in any manner whatsoever if the exchange completed in accordance with this Section 22.5 should not qualify for any reason under Section 1031 of the Federal Code. The parties each hereby indemnifies the other against all costs, expenses and liabilities incurred by direct deed from the other party in connection with any such Seller (orexchange, if applicable, from to the extent the same would not have been incurred by such other affiliates party in the absence of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may beexchange. Notwithstanding anything in this Section 22.5 to the contrary contained contrary, it is a condition precedent to each party’s obligation to cooperate with the other in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then any such exchange that: (i) Purchaserno material change to the terms of this Agreement results therefrom, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation the other party shall not be required to acquire or hold title to any real property for the purpose of consummating the exchange, and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser consummation or accomplishment of such an exchange shall remain fully liable for its not be a condition precedent or a condition subsequent to the other party’s obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as delay the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Closing.

1031 Exchange. Sellers and Purchaser acknowledge and agree Seller acknowledges that Buyer may desire to effect a tax‑deferred like‑kind exchange with respect to its purchase of the purchase and sale of each Property may be part of a tax-free exchange under pursuant to Section 1031 of the Internal Revenue Code for either Purchaser and any similar provisions of State or a Sellerlocal Law (an “Exchange”). Each party hereby agrees Subject to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyterms and provisions of this section, provided that (a) Seller shall reasonably cooperate with Buyer in effecting any Exchange; provided, however, in no party making such accommodation event shall Seller be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costdelays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange (cooperation. Any Exchange will be structured by Buyer at its sole cost and expense such that Seller will have no obligation to acquire or enter into the chain of title to any property other than expenses the Property. Seller shall not be responsible for compliance with or be deemed to have warranted to Buyer that any Exchange in fact complies with Section 1031 of reviewing the Internal Revenue Code. Seller shall have the right to review and executing approve any documents required to be executed by Seller in connection with any Exchange; provided, however, such exchangeapproval shall not be unreasonably withheld, conditioned or delayed. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Property to Buyer's designated intermediary, or qualified exchange accommodation title holder (if applicable), nor the Exchange shall modify the representations, warranties and (d) no dates in covenants of Buyer or Seller under this Agreement will or the survival thereof pursuant to this Agreement in any respect, nor shall any such conveyance or Exchange result in a release of Buyer with respect to such representations, warranties and/or covenants. At Buyer's request, the Deed and the other Closing Documents shall be executed by and run in favor of Buyer's designated intermediary or qualified exchange accommodation title holder; provided, however, Buyer shall remain obligated to Seller for any obligation to Seller under such Closing Documents. The Scheduled Closing Date shall not be extended as a result thereofof any Exchange. Notwithstanding anything Buyer hereby agrees to the contrary contained in the foregoing, if a indemnify and hold Seller so elects to close the transfer of a Property as an exchange, then harmless from and against any and all Liabilities arising from any Exchange (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations other than what would have been applicable under this Agreement as if without such delegation Exchange), which indemnification agreement shall expressly survive the Closing and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as be merged therein. Buyer further acknowledges that any Exchange is at the case may be, shall have no liability to Purchaser; request and (v) initiation of Buyer and that Buyer is relying solely upon the closing advice and counsel of professionals of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orBuyer's choice in structuring, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, executing and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)consummating any Exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property may be part Upon request of a Party hereto (the "Requesting Party"), the other Party (the "Cooperating Party") shall cooperate in effecting one or more tax-free exchange deferred like kind exchanges under Section 1031 of the Code for either Purchaser in connection with the transaction contemplated by this Agreement, including the execution of escrow instructions and other documents therefor; provided that, the Requesting Party will pay any and all additional fees, costs or a Sellerexpenses connected with such exchange. Each Requesting Party may assign its rights in, and delegate its duties under, this Agreement (in part or in whole), as well as transfer its interest in the Property, to an exchange intermediary, and Requesting Party may add such intermediary as an additional party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyescrow; provided that, provided that (a) no party making such accommodation Requesting Party shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other remain primarily liable under this Agreement, (c) no party making such accommodation assignment, delegation or transfer shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange)not delay Closing, and (d) Cooperating Party incurs no dates in this Agreement will be extended additional expense as a result thereof. Notwithstanding anything to the contrary contained in Without limiting the foregoing, if a Seller so elects Cooperating Party shall not by this Agreement or acquiescence to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property any exchange requested by Requesting Party have Cooperating Party's rights under this AgreementAgreement modified or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Requesting Party that any such exchange in fact complies with Section 1031 of the Code. Cooperating Party shall have the right to review and approve any documents to be executed by Cooperating Party in connection with any such exchange requested by Requesting Party; provided, and may assign its rights however, such approval shall not be unreasonably withheld, conditioned or delayed. Cooperating Party shall have no obligation to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) execute any documents or to an undertake any action by which Cooperating Party would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement or to take title to any additional property. Neither the conveyance of title to the Property to Requesting Party's designated intermediary, or qualified exchange accommodation titleholdertitle holder (if applicable), as nor any exchange shall amend or modify the case may be; (ii) such delegation representations, warranties and assignment shall in no way reduce, modify covenants of Requesting Party to Cooperating Party under this Agreement or otherwise affect the obligations of such Seller survival thereof pursuant to this Agreement; Agreement in any respect, nor shall any such conveyance or exchange result in a release of Requesting Party with respect to such representations, warranties and/or covenants. Requesting Party hereby agrees to indemnify, defend, and hold Cooperating Party harmless from and against any and all losses, damages, injuries, liabilities, claims, costs or expenses (iiiincluding, but not limited to, reasonable attorneys' fees) arising from any such Seller shall remain fully liable for its obligations exchange requested by Requesting Party (other than what would have been applicable under this Agreement as if without such delegation exchange), which indemnification agreement shall expressly survive the Closing and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as be merged therein. Requesting Party will be relying solely upon the case may be, shall have no liability to Purchaser; advice and (v) the closing counsel of professionals of the transfer of the Property to Purchaser shall be undertaken by direct deed from Requesting Party's choice in structuring, executing and consummating any such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller and/or Buyer may be part of wish to effect an exchange qualifying as a tax-free exchange under Section 1031 of the Internal Revenue Code for of 1986 (a “1031 Exchange”), and if either Purchaser party, at its option, shall elect to undertake a 1031 Exchange, the following terms shall apply: (i) the exchanging party, may assign its rights in, and delegate its duties (in part or in whole) under, this Agreement, as well as direct the transfer of its interest in the Property, to a Seller. Each qualified intermediary selected by such party hereby (“Accommodator”) in a manner consistent with the provisions of Treasury Regulations Section 1.1031(k)-1(g)(4), and the exchanging party may add the Accommodator as an additional party to the escrow hereunder; (ii) Accommodator shall have no liability to the non-exchanging party, and the non-exchanging party shall release Accommodator from any claims by the non-exchanging party in connection with the 1031 Exchange; (iii) the non-exchanging party agrees to take all reasonable steps on reasonably cooperate with the exchanging party in connection with the 1031 Exchange, including the execution of documents (including, but not limited to, escrow instructions and amendments to escrow instructions) therefor; (iv) the non-exchanging party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or before the Closing Date other charges incurred with respect to facilitate such exchange if requested by the other party’s relinquished or replacement property, provided that as applicable, in the 1031 Exchange; (av) the exchanging party’s obligation to sell or purchase the Property, as applicable, pursuant to this Agreement shall not be contingent or otherwise subject to the consummation of the 1031 Exchange; (vi) the Close of Escrow shall timely occur in accordance with the terms of this Agreement and shall not be altered notwithstanding any failure, for any reason, of the consummation of the 1031 Exchange; (vi) the non-exchanging party shall have no responsibility or liability on account of the 1031 Exchange, including to any third party making such accommodation involved in the 1031 Exchange; (viii) the non-exchanging party shall not be required to acquire make any substitute propertyrepresentations or warranties, nor assume any obligations, nor spend any funds, in connection with the 1031 Exchange, other than such party’s attorneys’ fees in connection with the review and approval of customary documentation and settlement statements in connection with the 1031 Exchange as it relates to the Property; (bix) such exchange shall not affect the all representations, warranties, liabilities covenants and indemnification obligations of the parties to each other under one another, whether set forth in this AgreementAgreement or otherwise existing at law or at equity, shall not be affected by the 1000 Xxxxxxxx; and (cx) no the exchanging party making such accommodation shall incur indemnify, protect, defend and hold harmless the non-exchanging party and its affiliates from and against any additional costand all causes of action, expense or liability claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs except as provided in (viii) above, incurred by the non-exchanging party in connection with such exchange (other than expenses any third-party claims which may arise as a result of reviewing and executing documents required or in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)1031 Exchange.

1031 Exchange. Sellers Lessee acknowledges that HCP may elect to consummatethe purchase of the Leased Property of one or more of the Group 10 Facilities as a reverse like-kind exchange within the meaning of Section 1031 of Code (the "Exchange"). If HCP so elects, HCP may enter into a Qualified Exchange Accommodation Agreement (the "QEAA") with an "Exchange Accommodation Titleholder" (an "EAT") as that term is defined in Internal Revenue Service Revenue Procedure 2000-37, 2000-40 I.R.B. 1 (September 15, 2000) for the purpose of effectuating such Exchange. In such event, Lessee acknowledges that an EAT, rather than HCP, shall take title to the Leased Property of such Group 10 Facility(ies) and Purchaser shall lease the Leased Property of each such Group 10 Facility(ies) to HCP pursuant to a written lease (the "Exchange Lease"); provided, however, Lessor and Lessee acknowledge and agree that Lessee shall have no obligations under such Exchange Lease and Lessee's only duties, covenants, obligations and liabilities shall be those set forth in the purchase Lease, as hereby amended, and sale in any other Transaction Documents to which Lessee is a party. Upon the completion or the termination of each Property such Exchange (which shall occur no later than one hundred eighty (180) days after the Effective Date), HCP or an Affiliate of HCP may be part of a tax-free exchange under Section 1031 of the Code for elect to either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) acquire title to the Leased Property of such Group 10 Facility(ies), terminate the Exchange Lease and continue the Master Lease, as hereby amended, between and among Lessee, as "Lessee," and Lessor or certain Affiliates of Lessor, as "Lessor" (as their interests may appear) or (b) acquire the equity interests in such EAT, terminate the Exchange Lease and cause such EAT to join as a "Lessor" under the Master Lease, as hereby amended, for the purposes of continuing the lease of the Leased Property of each such Group 10 Facility(ies) pursuant to the terms of the Master Lease, as hereby amended. In either such event, the termination of the Exchange Lease shall not result in a termination of the Master Lease, as hereby amended, with respect to any of the Group 10 Facilities, and in the event that HCP proceeds under clause (b) above, Lessee shall attorn to and recognize the EAT as a "Lessor" (as its interests may appear) under the Master Lease, as hereby amended. The provisions of this Section 3 shall be self-operative and no party making such accommodation further instrument shall be required to acquire any substitute propertyeffect the intent and purposes hereof; provided, (b) such exchange shall not affect however, at the representationsrequest of HCP, warranties, liabilities and obligations at anytime following a termination of the parties Exchange Lease, Lessee shall execute and deliver to each other under this Agreement, (c) no party making Lessor such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything written amendment to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholderMaster Lease, as hereby amended, or other confirmation confirming the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)same.

1031 Exchange. Sellers (a) Purchaser hereby acknowledges that Seller may effect an Internal Revenue Code Section 1031 tax deferred exchange (an "Exchange"). The Seller's rights under this Agreement may be assigned to a qualified intermediary for the purpose of completing such an exchange. Purchaser agrees to cooperate with Seller and the qualified intermediary in a manner necessary to complete the exchange; provided that: (i) All documents executed by Purchaser acknowledge in connection with an Exchange shall be subject to the prior approval of Purchaser and agree shall recognize that such Purchaser is accommodating Seller's request and is making no representation or warranty that the purchase and sale of each Property may be part of transactions qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code or any applicable state or local laws and shall have no liability whatsoever if any transaction fails to so qualify. (ii) Such Exchange shall not result in Purchaser incurring, assuming or otherwise becoming responsible for either any additional costs, obligations or liabilities. Such Exchange shall not in any way delay the Closing. (iii) In no event shall Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required obligated to acquire any substitute propertyproperty (other than the Property) or otherwise be obligated to take title, (b) such exchange shall not affect or appear in the representationsrecords of title, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability property in connection with such exchange Exchange. (other than expenses iv) In no event shall Seller's consummation of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as Exchange constitute a result thereof. Notwithstanding anything condition precedent to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its 's obligations to transfer a Property under this Agreement, and may assign its rights Seller's failure or inability to receive the Purchase Price consummate such Exchange for any reason or for no reason at all shall not be deemed to excuse or release Seller from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and Agreement. (v) In consideration of Purchaser's agreement to provide to Seller the closing of the transfer of the Property accommodation described in this Section 14.17, Seller hereby agrees to indemnify Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreementfor, and may assign its rights to receive hold Purchaser harmless against, any and all Losses directly or indirectly arising out of any Exchange. (b) The provisions of this Section 14.17 shall survive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Closing hereunder.

1031 Exchange. Sellers Buyer hereby acknowledges that Seller desires and Purchaser acknowledge intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended. Accordingly, Buyer agrees that Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and agree assist Seller in perfecting such an exchange, provided that the purchase and sale consummation of each the transaction contemplated hereby is not thereby delayed by fault of Seller. Seller is selling the Property may be part for purposes of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partydeferred exchange, provided and Seller acknowledges that (a) Buyer has made no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations or agreements to Seller or Seller’s agents that the transaction contemplated by this Agreement will qualify for such tax treatment, nor has there been any reliance thereon by Seller respecting the legal or tax implications of the parties transaction contemplated hereby. Seller further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of this transaction. If Seller wishes to each other novate/assign the ownership rights and interest of this Purchase Agreement to a third party who will act as accommodator to perfect the 1031 exchange by preparing an agreement of exchange of real property, the accommodator will be an independent third party to be chosen by Seller in Seller’s sole discretion, purchasing the Seller’s interest in the Property from Seller and selling such ownership interest in the Property to Buyer under the same terms and conditions as documented in this Agreement. No such assignment by Seller with respect to an exchange or otherwise shall serve to eliminate or diminish Seller’s personal liability under this Agreement. If Buyer is purchasing the Property in relation to a tax-deferred exchange, (c) Buyer acknowledges that Seller has made no party making such accommodation shall incur any additional costrepresentations, expense warranties, or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in agreements to Buyer or Buyer’s agents that the transaction contemplated by this Agreement will be extended as a result thereof. Notwithstanding anything to qualify for such tax treatment, nor has there been any reliance thereon by Buyer respecting the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) legal or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing tax implications of the transfer transaction contemplated hereby. Buyer further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)transaction.

1031 Exchange. Sellers Buyer and Purchaser Seller acknowledge and agree that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of each Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a SellerInternal Revenue Code. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by reasonably cooperate with the other partyparty to effect such an exchange; provided, provided that however, that: (ai) no the cooperating party making such accommodation shall not be required to acquire or take title to any substitute exchange property, ; (bii) such exchange the cooperating party shall not affect the representations, warranties, liabilities and obligations of the parties be required to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense (excluding attorneys' fees) or liability whatsoever in connection with such exchange the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (other than expenses of reviewing and executing documents required in connection with such exchange), and (diii) no dates substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement will or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be extended as a result thereof. Notwithstanding anything to the contrary contained substituted in the foregoingescrow; (v) the effectuating party shall be responsible for preparing all additional agreements, if a Seller so elects to close documents and escrow instructions (collectively, the transfer of a Property as an "Exchange Documents") required by the exchange, then (i) such Seller, at its sole optioncost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, may delegate its obligations tax considerations and other considerations relating to transfer a Property under this Agreementthe proposed exchange, the Exchange Documents and the transactions contemplated thereby, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment cooperating party shall in no event be responsible for, or in any way reduce, modify be deemed to warrant or otherwise affect represent any tax or other consequences of the obligations exchange transaction arising by reason of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchasercooperating party's performance of the acts required hereby; and (vvii) the closing of the transfer of the Property to Purchaser Closing shall not be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, delayed as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition a result of a Property party’s election to structure the transaction as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under a tax deferred exchange in accordance with this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Section 12.18.

1031 Exchange. Purchaser and/or Sellers may desire to effectuate a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code (the “Code”) in connection with this purchase or sale of the Properties. Purchaser and Purchaser acknowledge Sellers (as applicable, the “Cooperating Party”) agree to use reasonable efforts to accommodate the other (as applicable, the “Electing Party”) in effectuating a like-kind exchange pursuant to Section 1031 of the Code in connection with the sale of any Property; provided however, that (a) such exchange does not directly or indirectly reduce the Purchase Price, (b) such exchange will not delay or otherwise adversely affect any Closing, (c) there is no additional unreimbursed loss, cost, damage, tax, expense or adverse consequence incurred by the Cooperating Party resulting from, or in connection with, such exchange, (d) the Electing Party indemnifies, defends, and agree hold harmless the Cooperating Party of, from and against any such loss, cost, damage, tax, expense or adverse consequence (including reasonable attorneys’ fees), (e) all documents to be executed by the Cooperating Party in connection with such exchange shall be subject to the approval of the Cooperating Party, which approval shall not be unreasonably withheld provided that the purchase Electing Party has otherwise fully complied with the terms and sale provisions of each Property may be part of this Section, and shall expressly state, without qualification, that the Cooperating Party (x) is acting solely as an accommodating party to such exchange, (y) shall have no liability with respect thereto, and (z) is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on any applicable state or before local laws, (f) in no event shall the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall Cooperating Party be required obligated to acquire any substitute propertyproperty or otherwise be obligated to take title, (b) such exchange shall not affect or appear in the representationsrecords of title, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required property in connection with such exchange), and (dg) no dates in the Electing Party shall pay all of the costs and expenses (including, without limitation, reasonable legal fees and expenses) reasonably incurred by the Cooperating Party from and after the date of this Agreement will be extended as a result thereofin connection with the consideration and/or consummation of any such exchange. Notwithstanding anything to The provisions of this Section shall survive the contrary contained in the foregoing, if a Seller so elects to close the transfer Closing or any termination of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that that: (a) no party making such accommodation shall be required to acquire any substitute property, ; (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, ; (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), ; and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then then: (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to under this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then then: (iA) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (iiB) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iiiC) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (ivD) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (vE) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).accommodation

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Subject to this Section 16.25, Seller may be part of a tax-free exchange under require Buyer, pursuant to Section 1031 of the Internal Revenue Code for either Purchaser of 1986, as amended, pay the Purchase Price to a trust or intermediary party designated by Seller, so Seller may participate in a Sellertax-deferred exchange of like-kind property. Each party hereby agrees Such election will be made, if at all, by notice to take all reasonable steps on or Buyer at least ten (10) days before the Closing Date Date. Seller and Buyer agree to facilitate such exchange if requested by the execute any reasonably necessary agreements and/or other partydocuments to effectuate Seller’s tax-deferred exchange, provided that (a) no party making the consummation or accomplishment of any such accommodation like-kind exchange shall not be required a condition to acquire any substitute property, Seller’s obligations under this Agreement; (b) such exchange shall not affect result in any delay of the Closing; (c) Buyer’s obligations under the Agreement will not be increased; (d) such documents will not modify Buyer’s or Seller’s representations, warranties, liabilities and warranties or obligations of the parties to each other under this Agreement, ; (ce) no party making such accommodation the Purchase Price paid by Buyer will not be different from what Buyer would have otherwise paid hereunder and Buyer shall incur not be required to take title to any additional cost, expense or liability asset other than the Assets in connection with such exchange like-kind exchange; (other than expenses of reviewing and executing documents required in connection with such exchange)f) Buyer will incur no additional cost, and (d) no dates in this Agreement will be extended expense, Tax or liability as a result thereofof its cooperation in the exchange; and (g) Seller will indemnify and hold harmless Buyer for additional expenses, including, but not limited to, Taxes, closing costs, and any cost or expense (including reasonable counsel fees) that Buyer my suffer, sustain or become subject to as a result of the Purchase Price being paid to a trust or intermediary party, rather than to Seller, and the trust’s or intermediary’s subsequent use of the Purchase Price. Notwithstanding anything to the contrary contained in contrary, this Section 16.25 shall survive the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Closing.

1031 Exchange. Sellers and Purchaser acknowledge and agree that At the purchase and sale election of each Property either Seller or Buyer, such party may be consummate the transaction contemplated by this Agreement as part of a tax-free tax deferred exchange under of like kind property within the meaning of Section 1031 of the Internal Revenue Code for either Purchaser or a Sellerof 1986, as amended (an “Exchange”). Each In such event, the other party hereby agrees to take all reasonable steps on or before shall reasonably cooperate with the Closing Date exchanging party to facilitate such a like kind exchange if requested by of real property; provided, however (i) in no event shall the cooperating party be obligated to become personally liable under any contract, mortgage, installment note or other party, provided that (a) no party making such accommodation shall be instrument not otherwise expressly required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no nor shall the cooperating party making such accommodation shall incur any additional cost, expense or liability cost in connection with such exchange (other than expenses of reviewing therewith; and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations consummation of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement transaction as if such delegation and assignment a like kind exchange of real property shall not have taken place; delay the closing. THIS AGREEMENT IS VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN FIFTEEN (iv15) Intermediary or exchange accommodation titleholderDAYS AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY THE BUYER, AND RECEIPT BY BUYER OF ALL OF THE ITEMS REQUIRED TO BE DELIVERED TO BUYER BY THE SELLER UNDER SECTION 718.503, FLORIDA STATUTES. THIS AGREEMENT IS ALSO VOIDABLE BY THE BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF RECEIPT FROM THE SELLER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER. ANY PURPORTED WAIVER OF THESE VOIDABILITY RIGHTS SHALL BE OF NO EFFECT. BUYER MAY EXTEND THE TIME FOR A CLOSING FOR A PERIOD OF NOT MORE THAN FIFTEEN (15) DAYS AFTER THE BUYER HAS RECEIVED ALL OF THE ITEMS REQUIRED. BUYER’S RIGHT TO VOID THIS AGREEMENT SHALL TERMINATE AT CLOSING. FIGURES CONTAINED IN ANY BUDGET DELIVERED TO THE BUYER PREPARED IN ACCORDANCE WITH THE CONDOMINIUM ACT ARE ESTIMATES ONLY AND REPRESENT AN APPROXIMATION OF FUTURE EXPENSES BASED ON FACTS AND CIRCUMSTANCES EXISTING AT THE TIME OF THE PREPARATION OF THE BUDGET. ACTUAL COSTS OF SUCH ITEMS MAY EXCEED THE ESTIMATED COSTS. SUCH CHANGES IN COST DO NOT CONSTITUTE MATERIAL ADVERSE CHANGES IN THE OFFERING. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Date of Execution: 11/12/2013 By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: President Date of Execution: 11/19/13 1. Taxes and assessments for the current calendar year and all subsequent years. 2. Zoning ordinances, restrictions, prohibitions and other requirements imposed by governmental authority. 3. Terms and conditions in Conditional Use Permit, filed March 7, 1991, in Official Records Book 14929, page 2, of the Public Records of Miami-Date County, Florida. 4. Rights of parties in possession, as the case may betenants only, shall have no liability to Purchaser; and (v) the closing under unrecorded leases. 5. Riparian rights and/or littoral rights. 6. Those portions of the transfer property herein described comprising artificially filled land in what was formerly navigable waters, are subject to any and all rights of the Property United Sates government arising by reason of the United States government’s control over navigable waters in the interest of navigation and commerce. 7. Easement granted to Purchaser shall be undertaken Florida Power & Light Company by direct deed from such Seller (orinstrument recorded in O.R. Book 18816, if applicablePage 1835, from other affiliates of such Seller whom such Seller will cause the Public Records of Miami-Dade County, Florida. 8. Easement granted to execute such deeds) Florida Power & Light Company by instrument recorded in O.R. Book 19654, Page 1459, of the Public Records of Miami-Dade County, Florida. 9. Easement granted to Purchaser or Florida Power & Light Company by instrument recorded in O.R. Book 20635, Page 3573, of the Public Records of Miami-Dade County, Florida. 10. Easement granted to exchange accommodation titleholderFlorida Power & Light Company by instrument recorded in O.R. Book 20635, Page 3576, of the Public Records of Miami-Dade County, Florida. 11. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 20948, Page 3489, of the Public Records of Miami-Dade County, Florida. 12. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 21197, Page 1235, of the Public Records of Miami-Dade County, Florida. 13. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 21430, Page 3223, of the Public Records of Miami-Dade County, Florida. 14. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 21908, Page 2171, of the Public Records of Miami-Dade County, Florida. 15. Mitigation Agreement recorded August 14, 1998, in Official Records Book 18232, page 2892, together with Joinder to Mitigation Agreement recorded in Official Records Book 18364, page 1192, both of the public records of Miami-Dade County, Florida. 16. Dade County Bulkhead Plat as recorded in Plat Book 74, Page 4, of the Public Records of Miami-Dade County, Florida. 17. The following matters as shown on the survey prepared by Xxxxxx Xxxxxxxx, PSM No. 2891, of X.X. Xxxxxxxx & Associates, Inc., dated July 2, 2005 and last revised February 16, 2006, designated Job No. 56229: a. Evidence of easements disclosed by catch basins, manhole covers and gas meters located throughout the property, as same are shown on the case may besurvey. Notwithstanding anything (as to the contrary contained parcels D and E only) b. Encroachment of guard house over 10’ Florida Power & Light Company easement recorded in the foregoingO.R. Book 21197, if Purchaser so elects Page 1235. (as to close the acquisition Parcel D only) c. Encroachment of 6 story parking garage over 10’ Florida Power & Light Company easement recorded in O.R. Book 20635, Page 3576; O.R. Book 19654, Page 1459; O.R. Book 20635, Page 3573, main electrical vault easement recorded in O.R. Book 20635, Page 3576. (affects Parcels D and E only) 18. Terms and conditions of that certain Reciprocal Maintenance and Use Easement Agreement by and between Xxxxxx Xxxxxx Apartments, L.P., a Property as an exchangeDelaware limited partnership and MCZ/Centrum Flamingo I, then (i) PurchaserL.L.C., at its sole optiona Delaware limited liability company, may delegate its obligations to acquire such Property under this Agreementdated February 17, 2006 and may assign its rights to receive the Property from such Sellerrecorded February 22, to an Intermediary or to an exchange accommodation titleholder2006 in Official Records Book 24259, as the case may be; (ii) such delegation and assignment shall in no way reducepage 0455, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition public records of such Property Miami-Dade County, Florida. 19. Terms and conditions of that certain Declaration of Restrictive Covenant in Lieu of Unity of Title by Purchaser or Xxxxxx Xxxxxx Apartments, L.P., a Delaware limited partnership in favor of City of Miami Beach, Florida, dated February 17, 2006 and recorded February 17, 2006 in Official Records Book 24258, page 4599, of the exchange accommodation titleholderpublic records of Miami-Dade County, as Florida. 20. Terms and conditions of that certain Marina Declaration of Riparian Rights, Easements and Restrictions by and between Xxxxxx Xxxxxx Apartments, L.P., a Delaware limited partnership in favor of MCZ/Centrum Flamingo I, L.L.C., a Delaware limited liability company, dated February 17, 2006 and recorded on February 22, 2006 in Official Records Book 24259, page 0624, of the case may bepublic records of Miami-Dade County, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Florida.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “"Intermediary”") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers 20.01. The Company and Purchaser Owner acknowledge and agree that Owner may elect no later than five (5) Business Days prior to the purchase and sale Closing to assign its interest in this Agreement (in whole or in part) to an exchange facilitator, qualified intermediary, exchange accommodation titleholder or similar entity for the purpose of each Property may be part completing a like-kind exchange of any or all of the Sale Properties contributed or sold to the Company and/or the SPE Entities or the REIT, as applicable, at the Closing in a taxtransaction which will qualify for treatment as a tax deferred like-free kind exchange under pursuant to the provisions of Section 1031 of the Internal Revenue Code for either Purchaser and applicable state revenue and taxation code sections (a “1031 Exchange“). Subject to Section 21, Owner’s election to proceed with a 1031 Exchange may include transfers of equity interests in entities, the merger and/or consolidation of entities, and/or the creation of other entities such as single member limited liability company(ies). If Owner so elects, the Company shall cooperate (at no expense or a Seller. Each party hereby agrees liability to take all reasonable steps on or before it) in effecting the Closing Date to facilitate 1031 Exchange and in implementing any such exchange if requested by the other partyassignment and/or execution of any documentation, provided that (ai) no party making such accommodation Owner shall indemnify the Company for all costs and expenses incurred by the Company in connection with an intended or effectuated 1031 Exchange, (ii) the Company shall not be required obligated to acquire take title to any substitute other property, (b) such exchange nor shall not this Section 20.01 affect in any manner Owner’s obligations or the representations, warranties, liabilities Company’s rights and obligations of the parties to each other benefits under this Agreement, (ciii) no it is expressly understood that the consummation by Owner or the ability by the electing party making to consummate its intended 1031 Exchange is not a condition precedent to Owner’s obligation to consummate the Closing. No such accommodation assignments shall incur any additional cost, expense or liability in connection with such exchange (other than expenses relieve either party of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, hereunder and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as no delay in the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed Closing results from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)election.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree shall each have the right to structure the transaction contemplated by this Contract so that it qualifies under the purchase and sale exchange provisions of each Property may be part Section 1031 of the Code, as amended. At the request of either party (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate in effectuating a tax-free deferred exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before and related regulations; provided, however, that the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities be delayed and obligations of the parties to each other under this Agreement, (c) no party making such accommodation Cooperating Party shall incur any additional cost, no greater expense or liability in connection with the transactions contemplated under this Contract than such Cooperating Party would have incurred without said exchange. The Cooperating Party shall execute all documents reasonably requested by the Requesting Party or any Qualified Intermediary as that term is defined by Internal Revenue Service Regulations and related authority, to effectuate said exchange (including the Requesting Party's assignment of its rights and obligations under this Contract to the Qualified Intermediary, provided such Requesting Party shall remain primarily liable under this Contract), provided that such documents are in a form reasonably satisfactory to the Cooperating Party, and further provided that the form of said documents are delivered to the Cooperating Party for review not less than five (5) days prior to the Closing Date. The Cooperating Party shall take all further actions reasonably necessary to effectuate said exchange; provided, however, that the Cooperating Party shall not be obligated to: (a) sign an promissory note or [deed of trust/mortgage] or any other than expenses document that might impose liability on the Cooperating Party or (b) acquire title to any exchange property; and provided further, however, that (x) such Requesting Party’s ability or inability to so structure and qualify the transaction contemplated by this Contract shall not impair such Requesting Party’s obligations hereunder or be a condition precedent to Closing and (y) such Requesting Party shall indemnify the other party with respect to any costs incurred in connection with such cooperation, except such minimal cost of reviewing its attorneys and executing documents other advisors as may be required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything the review of any documents which relate to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred proposed exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)transaction.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller and/or Buyer may be part of desire to effect a tax-free deferred like kind exchange under with respect to its sale or purchase, respectively, of the Property (in either case "Exchange") pursuant to Section 1031 of the Internal Revenue Code for of 1986, as amended (the "Code"). If either Purchaser or a Seller. Each party hereby agrees elects to take all reasonable steps on or before effect an Exchange (the Closing Date "Exchangor"), then, subject to facilitate such exchange if requested by the terms and provisions of this Section, the other partyparty (the "Non-Exchangor") shall reasonably cooperate with the Exchangor in effecting the Exchange; provided, provided that (a) however, in no party making such accommodation event shall the Non-Exchangor be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costdelays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange (cooperation. The Exchange will be structured by the Exchangor at its sole cost and expense such that the Non-Exchangor will have no obligation to acquire or enter into the chain of title to any property other than expenses of reviewing and executing documents required the Property. The Non-Exchangor's sole obligation in connection with the Exchange shall be to review and execute certain documentation reasonably acceptable to the Non-Exchangor necessary to effectuate the Exchange in accordance with the foregoing and the applicable rules governing such exchange), and (d) no dates in exchanges. The Non-Exchangor shall not by this Agreement will or acquiescence to the Exchange have its rights under this Agreement modified or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the Exchangor that the exchange in fact complies with Section 1031 of the Code. The Non-Exchangor hall have the right to review and approve any documents to be executed by the Non-Exchangor in connection with the Exchange, provided that the Non-Exchangor shall have no obligation to execute any documents or to undertake any action by which the Non-Exchangor would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Property by the Exchangor's designated intermediary (if applicable) or the Exchange shall amend or modify the representations, warranties and covenants of the Exchangor to the Non-Exchangor under this Agreement or the survival thereof pursuant to this Agreement. The Deed and all closing documents with respect to the Property shall run directly between the Non-Exchangor and the Exchangor. The Closing shall not be extended as a result thereofof the Exchange. Notwithstanding anything The Exchangor shall indemnify and hold the Non-Exchangor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees but excluding costs incurred to review the contrary contained in exchange documents) arising from the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then Exchange (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations other than what would have been applicable under this Agreement as if such delegation without the Exchange) which indemnification agreement shall expressly survive the Closing. The Exchangor further acknowledges that the Exchange is at the request and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing initiation of the transfer Exchangor, and the Non-Exchangor in no manner, expressly or implicitly, participated in or offered tax advice or planning to or for the benefit of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates Exchangor. The Exchangor is relying solely upon the advice and counsel of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing professionals of the acquisition of such Property by Purchaser or Exchangor's choice in structuring, executing and consummating the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller and/or Buyer may be part of wish to effect an exchange qualifying as a tax-free exchange under Section 1031 of the Internal Revenue Code for of 1986 (a "1031 Exchange"), and if either Purchaser party, at its option, shall elect to undertake a 1031 Exchange, the following terms shall apply: (a) The exchanging party, may assign its rights in, and delegate its duties (in part or in whole) under, this Agreement, as well as the transfer of its interest in the Property, to a Seller. Each qualified intermediary selected by such party hereby ("Accommodator") in a manner consistent with the provisions of Treasury Regulations Section 1.1031(k)-1(g)(4), and the exchanging party may add the Accommodator as an additional party to the escrow hereunder; (b) Accommodator shall have no liability to the non-exchanging party, and the non-exchanging party shall release Accommodator from any claims by the non-exchanging party in connection with the 1031 Exchange; (c) The non-exchanging party agrees to take all reasonable steps on reasonably cooperate with the exchanging party in connection with the 1031 Exchange, including the execution of documents (including, but not limited to, escrow instructions and amendments to escrow instructions) therefor; (d) The non-exchanging party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or before the Closing Date other charges incurred with respect to facilitate such exchange if requested by the other party's relinquished or replacement property, provided that as applicable, in the 1031 Exchange; (ae) The exchanging party's obligation to sell or purchase the Property, as applicable, pursuant to this Agreement shall not be contingent or otherwise subject to the consummation of the 1031 Exchange; (f) The Closing shall timely occur in accordance with the terms of this Agreement and shall not be altered notwithstanding any failure, for any reason, of the consummation of the 1031 Exchange; (g) The non-exchanging party shall have no responsibility or liability on account of the 1031 Exchange to any third party making such accommodation involved in the 1031 Exchange; (h) The non-exchanging party shall not be required to acquire make any substitute propertyrepresentations or warranties, nor assume any obligations, nor spend any funds, in connection with the 1031 Exchange, other than such party's attorneys' fees in connection with the review and approval of customary documentation and settlement statements in connection with the 1031 Exchange as it relates to the Property; (bi) such exchange shall not affect the All representations, warranties, liabilities covenants and indemnification obligations of the parties to each other under one another, whether set forth in this AgreementAgreement or otherwise existing at law or at equity, shall not be affected by the 1031 Exchange; and (cj) no The exchanging party making such accommodation shall incur indemnify, protect, defend and hold the non-exchanging party harmless from and against any additional costand all causes of action, expense or liability claims, demands, liabilities, costs and expenses, including actual attorneys' fees and costs except as provided in (h) above, incurred by the non-exchanging party in connection with such exchange (other than expenses any third -party claims which may arise as a result of reviewing and executing documents required or in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)1031 Exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree The parties hereto acknowledges that the purchase and sale of each Property either party may be part of desire to effect a tax-free deferred like-kind exchange under with respect to its purchase of the Real Property pursuant to Section 1031 of the Internal Revenue Code for and any similar provisions of State or local law (an “Exchange”). Subject to the terms and provisions of this Section, the parties shall reasonably cooperate with each other in effecting any Exchange; provided, however, in no event shall either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costliability, expense any delays, any costs or liability expenses or risk of ownership, title or conveyance in connection with such exchange cooperation with the party not entering into an Exchange (the “Non-Exercising Party”). Any Exchange will be structured by the party exercising its right to enter into an Exchange (the “1031 Party”) at its sole cost and expense such that the Non-Exercising Party will have no obligation to acquire or enter into the chain of title to any property other than expenses the Land. The Non-Exercising Party shall not be responsible for compliance with or be deemed to have warranted to the 1031 Party that any Exchange in fact complies with Section 1031 of reviewing the Internal Revenue Code. The Non-Exercising Party shall have the right to review and executing approve any documents required to be executed by the 1031 Party in connection with any Exchange; provided, however, such exchange)approval shall not be unreasonably withheld, and (d) no dates in this Agreement conditioned or delayed as long as the Non-Exercising Party will be extended not incur any liability or any cost or expense as a result thereof. Notwithstanding anything to thereof and the contrary contained in the foregoing, if a Seller so elects to close the transfer 1031 Party shall not be released from any of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, Agreement. The Non-Exercising Party shall have no obligation to execute any documents or to undertake any action by which the Non-Exercising Party would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to Purchaser; and the Land to the 1031 Party’s designated intermediary, or qualified exchange accommodation title holder (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable), from other affiliates nor the Exchange shall modify the representations, warranties and covenants of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property either party under this Agreement, and may assign its rights to receive Agreement or the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser survival thereof pursuant to this AgreementAgreement in any respect, nor shall any such conveyance or Exchange result in a release of the 1031 Party with respect to such representations, warranties and/or covenants. At the 1031 Party’s request, the Deed and the other documents that shall be executed and delivered to consummate the Closing shall be executed by and run in favor of the 1031 Party’s designated intermediary or qualified exchange accommodation title holder; (iii) Purchaser provided, however, the 1031 Party shall remain fully liable obligated to the Non-Exercising Party for its obligations any obligation under any and all such closing documents. The Closing Date shall not be extended or adjourned as a result of any Exchange. The 1031 Party hereby agrees to indemnify and hold the Non-Exercising Party harmless from and against any and all costs and liabilities arising from any Exchange (other than what would have been applicable under this Agreement as if without such delegation Exchange), which indemnification obligation shall expressly survive the Closing and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as be merged therein. The 1031 Party further acknowledges that any Exchange is at the case may be, shall have no liability to such Seller; request and (v) the closing initiation of the acquisition 1031 Party and that the 1031 Party is relying solely upon the advice and counsel of such Property by Purchaser or the exchange accommodation titleholderprofessionals of its choice in structuring, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)executing and consummating any Exchange.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that shall each be entitled to utilize the purchase and sale of each Property may be part of a tax-free in an exchange under Section 1031 of the Internal Revenue Code (an “Exchange”) provided that: (i) the non-exchanging party shall be provided no less than five (5) days prior written notice of such Exchange and the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the exchange be a condition precedent or condition subsequent to either party’s obligations under this Agreement; (ii) the exchanging party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; and (iii) the non-exchanging party shall not be required to take an assignment of the purchase agreement for either Purchaser the relinquished property or a Sellerbe required to acquire or hold title to any real property for purposes of consummating the Exchange. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by party, upon request of the other party, provided that (a) no party making such accommodation shall be required agrees to acquire any substitute propertyreasonably cooperate, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, without expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained cooperating party, in such an Exchange by the foregoing, if a Seller other party so elects long as the Closing Date is not extended. The non-exchanging party shall not by this agreement or acquiescence to close the transfer of a Property as an exchange, then Exchange (i1) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign have its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have taken place; (iv) Intermediary or exchange accommodation titleholder, as warranted to the case may be, shall have no liability to Purchaser; and (v) exchanging party that the closing Exchange in fact complies with §1031 of the transfer of the Property Code. Purchaser agrees to Purchaser shall be undertaken by direct deed defend, indemnify and hold Seller harmless from such Seller any liability, damages, or costs, including (orwithout limitation) reasonable attorneys’ fees, if applicable, that may result from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything Seller’s acquiescence to the contrary contained in Exchange and Seller agrees to defend, indemnify and hold Purchaser harmless from any liability, damages, or costs, including (without limitation) reasonable attorneys’ fees, that may result from Purchaser’s acquiescence to the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment Exchange. This provision shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)survive Closing.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “"Intermediary”") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). Notwithstanding anything in this Section 13.19 to the contrary, any Seller shall have the right to extend the Closing Date (as previously extended pursuant to Section 5.1) for up to 30 days in order to facilitate a tax free exchange pursuant to this Section 13.19, and to obtain all documentation in connection therewith.

1031 Exchange. Sellers and Purchaser acknowledge and agree that Seller shall have the purchase and sale right, by written notice to Buyer, to assign the legal interests in this Agreement to a qualified tax-deferred exchange intermediary for the purpose of each Property may be part of effecting a tax-free deferred, like-kind exchange under or to otherwise effect an exchange of real property in accordance with the provisions of Section 1031 of the Internal Revenue Code for either Purchaser or a Sellerof 1986, as amended. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by shall reasonably cooperate with the other partyin this regard; provided, provided however, that (a) no party making such accommodation Buyer shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costcosts, expense liabilities or liability delays in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange)this assignment, and (d) no dates in Seller shall not be released from any of its obligations or liabilities under this Agreement will be extended as a result thereof. Notwithstanding anything IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER, ON OR BEFORE NOVEMBER 6, 2020 BUYER SHALL BE UNDER NO OBLIGATION TO ACCEPT TIIIS AGREEMENT. BUYER'S EXECUTION OF THIS AGREEMENT IS SUBJECT TO APPROVAL BY THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA. THE EXERCISE OF THE OPTION PROVIDED FOR HEREIN IS SUBJECT TO: (1) CONFIRMATION THAT THE PURCHASE PRICE IS NOT IN EXCESS OF THE DSL APPROVED VALUE OF THE PROPERTY, AND (2) DSL APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER. THE STATE OF FLORIDA'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS AGREEMENT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLATURE AND UPON THE FUNDING OF THE APPROPRIATION THROUGH THE ISSUANCE OF FLORIDA FOREVER BONDS BY THE STATE OF FLORIDA OR OTHER FUNDING AS PROVIDED BY THE LEGISLATURE. TIIIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT WHEN DULY EXECUTED. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE TO FOLLOW] Alico, Inc., a Florida corporation Phone No (000) 000-0000 8 a.m. - 5 p.m. The foregoing instrument was acknowledged before me by means of X physical presence or __ online notarization; this 10th day of November, 2020 by Jxxx X. Xxxxxxx, President and CEO, of Alico, Inc., a Florida corporation. Such person(s) (Notary Public must check applicable box): [ X J is/are personally known to the contrary contained in the foregoingme. r l produced a current driver license(s). r J produced as identification. (NOTARY PUBLIC SEAL) BUYER BOARD OF TRUSTEES OF 1HE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OFFLORIDA BY DIVISION OF STATE LANDS OF THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Date signed by Buyer STATE OF FLORIDA COUNTY OF LXXX The foregoing instrument was acknowledged before me by means of X physical presence or _ online notarization; this 15th day of December, if a Seller so elects to close the transfer 2020 by Cxxxxx XxXxxxx, Director, Division of a Property as an exchangeState Lands, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholderDepartment of Environmental Protection, as the case may be; (ii) such delegation agent for and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing on behalf of the transfer Board of Trustees of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing Internal Improvement Trust Fund of the acquisition State of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Florida. She is personally known to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)me.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; , (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to under this Agreement; , (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; , (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; Purchaser and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (iA) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; , (iiB) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; , (iiiC) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; , (ivD) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; Seller and (vE) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and agree that (a) Seller may elect to structure its transfer of the purchase and sale of each Property may be as part of a tax-free like kind exchange under Section 1031 of the Internal Revenue Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other assigning its rights under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense in whole or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaserpart, to a deferred qualified intermediary who will receive and hold the net proceeds that would otherwise be due Seller under this Agreement pursuant to a separate exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholderagreement between Seller and such intermediary; provided, as the case may be; (ii) however, that no such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such operate to release Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for from its obligations under this Agreement as if and Seller shall unconditionally guarantee the full and timely performance by any such delegation assignee of each and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing every one of the obligations and undertakings of the Seller under the terms of this Agreement. If Seller elects to structure its transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (oras part of a like kind exchange, if applicable, from other affiliates of such Seller whom such Seller will cause Buyer agrees to execute an acknowledgment of any such deeds) assignment and otherwise to Purchaser or to exchange accommodation titleholdercooperate reasonably with Seller in connection with Seller’s exchange; provided, as the case may be. Notwithstanding anything to the contrary contained in the foregoinghowever, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations that Buyer will not be required to acquire such Property title to any other property, extend the time of closing under this Agreement, and assume any additional liabilities or obligations or incur any additional expense as a result of Seller’s exchange. (b) Buyer may assign elect to structure its acquisition of the Property as part of a like kind exchange under Section 1031 of the Internal Revenue Code by assigning its rights to receive the Property from such Sellerunder this Agreement, in whole or in part, to an Intermediary a qualified intermediary who will pay the Bid Price in whole or to in part from an exchange accommodation titleholderaccount established pursuant to a separate exchange agreement between Buyer and Buyer’s intermediary; provided, as the case may be; (ii) however, that no such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant operate to this Agreement; (iii) Purchaser shall remain fully liable for release Buyer from its obligations under this Agreement as if and Buyer shall unconditionally guarantee the full and timely performance by any such delegation assignee of each and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing every one of the obligations and undertakings of the Buyer under the terms of this Agreement. If Buyer elects to structure its acquisition of the Property as part of a like kind exchange, Seller agrees to execute an acknowledgment of any such Property by Purchaser or the exchange accommodation titleholderassignment and otherwise to cooperate reasonably with Buyer in connection with Buyer’s exchange; provided, as the case may behowever, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such that Seller will cause not be required to execute such deeds) acquire title to Purchaser (any other property, extend the time of closing under this Agreement, assume any additional liabilities or to exchange accommodation titleholder, obligations or incur any additional expense as the case may be)a result of Buyer’s exchange.

1031 Exchange. Sellers and Purchaser acknowledge and agree Seller acknowledges that the purchase and sale of each Property Buyer may be part of desire to effect a tax-free deferred like-kind exchange under with respect to its purchase of the Phase I Property and Phase IB Property, as applicable, pursuant to Section 1031 of the Internal Revenue Code for either Purchaser and any similar provisions of State or a Sellerlocal Law (an “Exchange”). Each party hereby agrees Subject to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyterms and provisions of this section, provided that (a) Seller shall reasonably cooperate with Buyer in effecting any Exchange; provided, however, in no party making such accommodation event shall Seller be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costdelays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange cooperation. In connection with any Exchange, Buyer shall be entitled to assign its rights (but not its obligations) under this Agreement to a designated intermediary notwithstanding any other terms of this Agreement; it being understood that any such assignment or assignments (and the related Exchanges) may be structured so as to separately apply to each of the Phase I Property and the Phase IB Property. Any Exchange will be structured by Buyer at its sole cost and expense such that Seller will have no obligation to acquire or enter into the chain of title to any property other than expenses the Phase I Property and Phase IB Property, as applicable. Seller shall not be responsible for compliance with or be deemed to have warranted to Buyer that any Exchange in fact complies with Section 1031 of reviewing the Internal Revenue Code. Seller shall have the right to review and executing approve any documents required to be executed by Seller in connection with any Exchange; provided, however, such exchangeapproval shall not be unreasonably withheld, conditioned or delayed. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Phase I Property and Phase IB Property, as applicable, to Buyer’s designated intermediary (or designees thereof), or qualified exchange accommodation title holder (if applicable), nor the Exchange shall modify the representations, warranties and (d) no dates in covenants of Buyer or Seller under this Agreement will or the survival thereof pursuant to this Agreement in any respect, nor shall any such conveyance or Exchange result in a release of Buyer with respect to such representations, warranties and/or covenants. At Buyer’s request, the Deed(s) and the other Closing Documents shall be executed by and run in favor of Buyer’s designated intermediary or qualified exchange accommodation title holder or one or more designees thereof; provided, however, Buyer shall remain obligated to Seller for any obligation to Seller under such Closing Documents. The applicable Scheduled Closing Date shall not be extended as a result thereofof any Exchange. Notwithstanding anything Buyer hereby agrees to the contrary contained in the foregoing, if a indemnify and hold Seller so elects to close the transfer of a Property as an exchange, then harmless from and against any and all Liabilities arising from any Exchange (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations other than what would have been applicable under this Agreement as if without such delegation Exchange), which indemnification agreement shall expressly survive the applicable Closing and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as be merged therein. Buyer further acknowledges that any Exchange is at the case may be, shall have no liability to Purchaser; request and (v) initiation of Buyer and that Buyer is relying solely upon the closing advice and counsel of professionals of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orBuyer’s choice in structuring, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, executing and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).consummating any Exchange

1031 Exchange. Sellers and Purchaser acknowledge and agree Seller acknowledges that the purchase and sale of each Property Buyer may be part of desire to effect a tax-free deferred like-kind exchange under with respect to its purchase of the Property pursuant to Section 1031 of the Internal Revenue Code for either Purchaser and any similar provisions of State or a Sellerlocal Law (an “Exchange”). Each party hereby agrees Subject to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyterms and provisions of this section, provided that (a) Seller shall reasonably cooperate with Buyer in effecting any Exchange; provided, however, in no party making such accommodation event shall Seller be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costdelays, expense expenses or liability risk of ownership, title or conveyance in connection with such exchange (cooperation. Any Exchange will be structured by Buyer at its sole cost and expense such that Seller will have no obligation to acquire or enter into the chain of title to any property other than expenses of reviewing and executing documents required the Property. Seller’s sole obligation in connection with any Exchange shall be to review and execute certain customary documentation reasonably acceptable to Seller necessary to effectuate such exchangeExchange in accordance with the foregoing and the applicable rules governing such exchanges. Seller shall not by this Agreement or acquiescence to any Exchange have its rights under this Agreement modified or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Buyer that any Exchange in fact complies with Section 1031 of the Internal Revenue Code. Seller shall have the right to review and approve any documents to be executed by Seller in connection with any Exchange; provided, however, such approval shall not be unreasonably withheld, conditioned or delayed. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Property to Buyer’s designated intermediary, or qualified exchange accommodation title holder (if applicable), nor the Exchange shall amend or modify the representations, warranties and (d) no dates in covenants of Buyer to Seller under this Agreement will or the survival thereof pursuant to this Agreement in any respect, nor shall any such conveyance or Exchange result in a release of Buyer with respect to such representations, warranties and/or covenants. The Closing Date shall not be extended as a result thereofof any Exchange. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against any and all Liabilities arising from any Exchange (other than what would have been applicable under this Agreement without such Exchange), which indemnification agreement shall expressly survive the Closing and not be merged therein. Buyer further acknowledges that any Exchange is at the request and initiation of Buyer, and Seller in no manner, expressly or implicitly, participated in or offered tax advice or planning to or for the benefit of Buyer. Buyer is relying solely upon the advice and counsel of professionals of the Buyer’s choice in structuring, executing and consummating any Exchange. Notwithstanding the foregoing provisions of this Section 15.1, Buyer shall deliver to Seller, at least ten (10) days prior to the Closing, written notice of the name and identity of the Person who will acquire title to the Property from Seller, together with copies of all documents that Seller will be requested to sign in connection with the Exchange. Notwithstanding anything to the contrary contained stated in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, in the event of an Exchange, all closing documents and may assign its rights any and all other instruments and/or documents to receive be executed in connection with the Purchase Price from Purchaser, to a deferred exchange intermediary Exchange will be executed and delivered into escrow by Buyer at least five (an “Intermediary”5) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything days prior to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Closing.

1031 Exchange. Sellers and Purchaser acknowledge and agree that Notwithstanding any terms in this Agreement to the purchase and contrary, Seller (hereinafter referred to as the “Exchangor”) shall have the right to enter into an exchange transaction with respect to the Property (hereinafter referred to as the “Relinquished Property”) to cause the sale of each the Relinquished Property may be part of to Buyer to qualify as a tax-free tax deferred exchange under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. If for whatever reason either in this Agreement or in other agreements related to the relinquishment of the Relinquishment Property the word “Seller” appears, said word shall be substituted with the word “Exchangor.” Buyer agrees to use reasonable efforts to cooperate with Exchangor with respect to such tax deferred exchange, including the execution at the time of Closing of all documents required to be executed by Buyer pursuant to the provisions of Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before and the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required Treasury Regulations thereunder in connection with such exchange), and provided that: (da) Buyer incurs no dates additional cost or expense in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an connection with such exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (iib) Exchangor agrees to indemnify and hold Buyer harmless from and against any liability arising out of its cooperation in effecting such delegation and assignment exchange as requested by Exchangor, provided, however, that such indemnification shall in no way reduce, modify or otherwise affect the rights of Buyer under any other provision of this Agreement or in any other contract or agreement connected with the exchange of the Relinquished Property; and (c) Buyer shall have no liability with respect to the tax deferred exchange and shall not be required to purchase any property (the “Replacement Property”). Exchangor and Buyer acknowledge that all agreements and documents solely in connection with performing the exchange shall be prepared by Exchangor’s expense by Exchangor’s counsel. Exchangor is granted the authority to transfer its rights to this Agreement but not its obligations of such Seller hereunder pursuant to an Assignment of Rights Under Contract to be signed by Exchangor and Exchangor’s Qualified Intermediary, and acknowledged by Buyer prior to Closing. At the request of Exchangor, Buyer will sign the written Assignment referred to in this Agreement; (iii) such Seller shall remain fully liable for its paragraph with the clear understanding that all obligations under this Agreement as if such delegation remain with Exchangor and assignment that Exchangor shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as directly deed the case may be, shall have no liability legal title to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything over to the contrary contained Buyer as noted in the foregoing, if Purchaser so elects to close Assignment of Rights Under Contract and in accordance with the acquisition provisions of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and The Parties hereby agree that HCP or its affiliates may consummate the purchase and sale of each Property may be NNN BKD Acquisition with respect to any NNN BKD Acquisition Community as part of a taxso-free called like-kind exchange (an "Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that: (i) neither the closing of the NNN BKD Acquisition nor any other date contemplated by this Agreement shall be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to HCP's obligations under this Agreement; (ii) BKD shall not be required to take an assignment of any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange; (iii) HCP shall pay all out-of-pocket costs that would not otherwise have been incurred by BKD had HCP not consummated the transaction through an Exchange; (iv) BKD shall not incur any additional liabilities on account of the Exchange; (v) BKD's rights pursuant to this Agreement shall not be reduced, and BKD's liabilities and obligations pursuant to this Agreement shall not be increased, by reason of this Section 3.4; (vi) any representations, covenants, indemnities, agreements, and obligations of HCP pursuant to this Agreement shall not be diminished or otherwise effected, and any rights of BKD pursuant to this Agreement shall not be impaired, due to such Exchange; and (vii) BKD makes no representation or warranty to HCP concerning the tax treatment of such exchange and shall have no liability for any failure of such exchange to qualify under Section 1031 of the Code for either Purchaser or a SellerCode. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything Subject to the contrary contained provisions of this Section 3.4, BKD and its affiliates shall cooperate with HCP and its affiliates in effecting an Exchange with respect to one or more the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)NNN BKD Acquisition Communities.

1031 Exchange. Sellers and Purchaser acknowledge and agree that may elect to consummate the purchase and of the Property, and/or Seller (or one or more of its direct or indirect members) may elect to consummate the sale of each Property may be the Property, as part of a taxso-free called like kind exchange under Section (the "Exchange") pursuant to § 1031 of the Internal Revenue Code for either Purchaser of 1986, as amended (the "Code") (in such event, with respect to such Exchange, the party electing to consummate its transaction as part of such Exchange shall hereinafter be referred to as the "Exchange Party"; and the other party shall hereinafter be referred to as the "Nonexchange Party"), provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a Seller. Each party hereby agrees condition precedent or condition subsequent to the Exchange Party's obligations under this Contract; (ii) the Exchange Party shall effect the Exchange through an assignment of this Contract, or its rights under this Contract, to a qualified intermediary; (iii) the Nonexchange Party shall not be required to take all reasonable steps on an assignment of the purchase agreement for the relinquished property or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire or hold title to any substitute propertyreal property for purposes of consummating the Exchange (other than the Property or tenancy in common interests therein); and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party had the Exchange Party not consummated its purchase through the Exchange. The Nonexchange Party shall not, by this agreement or acquiescence to the Exchange, (b1) such exchange shall not affect have its rights under this Contract affected or diminished in any manner (including its right to rely on the representations, warrantieswarranties and covenants for the benefit of such Nonexchange Party), liabilities and obligations or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with § 1031 of the parties to each other under this Agreement, (c) no party making such accommodation Code. The Nonexchange Party shall incur any additional cost, expense or liability reasonably cooperate in connection with such exchange Exchange, including execution of the assignment of this Agreement or interest therein to a qualified intermediary (other than expenses of reviewing but such assignment shall not relieve the Exchange Party from its obligations and executing documents required in connection with such exchangeliability hereunder), and (d) no dates in an amendment to this Agreement will be extended as acknowledging the Exchange each in a result thereof. Notwithstanding anything to form reasonably approved by the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)parties.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and agrees to reasonably cooperate with Seller if Seller attempts to effect a Section 1031 exchange in connection with Seller’s sale of each the Property may be part to Purchaser, provided the following conditions are satisfied: (i) the exchange shall cause no delay in Closing; (ii) Seller shall pay all costs and expenses (including reasonable attorneys’ fees and related expenses) incurred by Purchaser solely because of Seller’s attempts to effect a tax-free exchange under Section 1031 of exchange; (iii) the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representationsPurchase Price or any other amount payable hereunder by Purchaser or Seller, warranties, liabilities and nor shall it change the manner or timing of payment of such sums; (iv) Seller’s obligations hereunder to close the sale of the parties Property shall not be conditioned or contingent upon Seller successfully effecting a 1031 exchange; (v) Purchaser shall not be required to each take title to any property other under this Agreement, than the Property and Seller shall convey the Property directly to Purchaser; (cv) no party making such accommodation said exchange shall incur be without any additional cost, expense or liability in connection with such exchange (other than expenses to Purchaser and without reduction or alteration of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer rights of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property Purchaser under this Agreement, and Purchaser shall not be required to undertake any liability or obligation, and (vi) Seller shall indemnify and hold Purchaser harmless for and from any loss, cost, damage or expense (including attorneys’ fees and related expenses) incurred by Purchaser as a result of the cooperation of Purchaser hereunder and/or otherwise in any way relating to any actual or contemplated exchange (the foregoing indemnification obligation to survive Closing). Anything contained herein to the contrary notwithstanding (including, without limitation, the provisions of Section 9.8 hereof), Seller may assign its rights to receive the Purchase Price from Purchaser, under this Agreement to a deferred exchange qualified intermediary (an “Intermediary”) or to an exchange accommodation titleholderfor the purpose of effecting a Section 1031 exchange, as the case may be; (ii) but any such delegation and assignment shall in no way reduce, modify or otherwise affect not relieve the obligations assignor of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement Agreement; provided that said agreement shall be binding upon the assignee in all respects as if such delegation to the obligations to the Purchaser. This Section 9.13B. shall survive Closing and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing delivery of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may beDeed hereunder. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).{10610630;2} 24

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that shall each have the right to structure the purchase and sale of each the Property may be part as a transfer of a tax-free property in an exchange of like kind property under Section 1031 of the Code for either (“Exchanges”), pursuant to the terms of separate exchange agreements between Seller and/or Purchaser or a Sellerand qualified intermediaries to be engaged by Seller and/or Purchaser, respectively (each an “Intermediary” and collectively, the “Intermediaries”). Each party hereby agrees to take cooperate promptly and reasonably with the other (without liability or cost to the other) and the other’s Intermediary in structuring the transfer and conveyance of the Property as part of an Exchange. Such cooperation shall include, but not be limited to (i) consent to the assignment of all reasonable steps on or before of the Closing Date party’s rights (but not its obligations) under this Agreement to facilitate the Intermediary, and acknowledgment of such exchange if requested assignment, (ii) the delivery of the net purchase price for the Property by Purchaser to the Seller’s Intermediary in accordance with the joint instructions of the Seller and its Intermediary, (iii) the transfer of the Property pursuant to a written direction of the Purchaser’s Intermediary and (iv) the reassignment of a party’s rights under this Agreement from its Intermediary to the original assignor immediately following the completion of the Exchanges, and the acknowledgment by the other party of such reassignments. Each party agrees to fully indemnify the other party from any resulting liability to third parties (including, but not limited to, the Intermediaries) arising out of such party’s cooperation with the Exchanges for the benefit of the indemnifying party, provided that (a) no which indemnity shall be effective from and after the date of this Agreement and shall survive the Closing of the transactions contemplated hereunder. The obligation of a party making to cooperate in an exchange by the other party under this provision shall be subject to the following: 20.1 The Closing shall not be extended or delayed by reason of such accommodation Exchange; 20.2 The non-assigning party shall not be required to incur any additional liability, cost or expense as a result of such Exchange, and the assigning party shall forthwith, on demand, reimburse the non-assigning party for any additional cost or expense excepting for attorney’s fees incurred by the non-assigning party as a result of the Exchange in reviewing documents; 20.3 The assigning party’s ability to consummate the Exchange shall not be a condition to the obligations of assigning party under this Agreement, and the non-assigning party does not warrant and shall not be responsible for any of the tax consequences to assigning party with respect to the transactions contemplated hereunder; 20.4 Neither Seller nor Purchaser shall be required to acquire any substitute property, (b) such exchange additional property other than the Property; and 20.5 Any qualified intermediary shall not affect the representations, warranties, liabilities be required to assume (or be deemed to have assumed) any liability under this Agreement by acting as qualified intermediary and obligations taking an assignment of the parties to each other rights under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses Agreement for purposes of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended acting as a result thereof. Notwithstanding anything to qualified intermediary. 20.6 In the contrary contained in event of the foregoing, if a Seller so elects to close the transfer assignment of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its party’s rights to receive an Intermediary, the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller assigning party shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as in the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates event of such Seller whom such Seller will cause to execute such deeds) to Purchaser party’s default under or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition breach of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and the other party may assign its pursue any rights to receive or remedies directly against the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)defaulting party.

1031 Exchange. Sellers and Purchaser acknowledge and If so requested by either party, the parties agree that to cooperate in effectuating the purchase and sale of each the Property may be part by means of a tax-free an exchange of “like kind” property under Section 1031 of the Internal Revenue Code for either Purchaser or of 1986, as amended (a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, “1031 Exchange”); provided that (a) no party making such accommodation Seller’s obligation to cooperate with Purchaser shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities limited and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended conditioned as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then follows: (i) Seller shall receive written notice from Purchaser at least five (5) business days prior to the Closing date of Purchaser’s intent to effect the 1031 Exchange, which notice shall identify the parties involved in such 1031 Exchange and shall be accompanied by all documents for which Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be’s signature will be required; (ii) such delegation and Purchaser shall effectuate the 1031 Exchange through an assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant its rights under this Agreement to this Agreementa qualified intermediary; (iii) such Seller shall remain fully liable not be required to execute any further documents or instruments beyond a simple consent to an assignment by Purchaser of its rights under this Agreement to the qualified intermediary identified by Purchaser; provided, however, that in no event shall Seller be required to execute any document or instrument which, in Seller’s sole discretion and judgment, may (A) subject Seller to any additional liability or obligation to Purchaser or any other individual, entity or governmental agency; (B) diminish or impair Purchaser’s obligations or Seller’s rights under the Agreement; or (C) may delay the Closing; (iv) Purchaser shall pay for any and all additional costs and expenses (including attorney’s fees) incurred by Seller in connection with accommodating the 1031 Exchange, and Seller shall be entitled to a credit at Closing to reimburse Seller for such costs and expenses; (v) the 1031 Exchange shall not be structured to require (A) Seller to convey the Property to any third party or (B) Seller to take title to or accept a security interest in any other property; (vi) Purchaser shall not assign or transfer any of Purchaser’s rights under this Agreement except as provided under Section 10.4 and in this Section 10.15; (vii) Purchaser shall not be relieved of any of its obligations under this Agreement as if such delegation and assignment shall not have taken placeby reason of the 1031 Exchange; (ivviii) Intermediary Seller makes no representation or exchange accommodation titleholder, as warranty concerning the case may be, shall have no liability to Purchaser1031 Exchange; and (vix) Purchaser agrees to indemnify, defend, and hold Seller, Seller’s officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns harmless from and against any claims, costs, damages, expenses (including, but not limited to, attorney’s fees and costs), liabilities and losses incurred by, claimed against or suffered by any such indemnified party arising in connection with the closing 1031 Exchange. The foregoing indemnity shall survive the Closing or any termination of the transfer of the Property this Agreement. Purchaser’s failure to effectuate any intended 1031 Exchange shall not relieve Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property consummate the purchase and sale transaction contemplated by this Agreement and the consummation of the 1031 Exchange shall not be a condition precedent to Purchaser’s obligations under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and The parties hereby agree that PropCo Purchaser, HCP or its affiliates may consummate the purchase and sale acquisition of each Property may be the PropCo JV Interest (or any portion thereof) as part of a taxso-free called like-kind exchange (an “Exchange”) pursuant to Section 1031 of the Code; provided, however, that: (i) neither the Closing nor any other date contemplated by this Agreement shall be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to Purchasers' obligations under this Agreement; (ii) Sellers shall not be required to take an assignment of any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange; (iii) Purchasers shall pay all out-of-pocket costs that would not otherwise have been incurred by Sellers had PropCo Purchaser not consummated the transaction through an Exchange; (iv) Sellers shall not incur any additional liabilities on account of the Exchange; (v) Sellers' rights pursuant to this Agreement shall not be reduced, and Sellers' liabilities and obligations pursuant to this Agreement shall not be increased, by reason of this Section 9.20; (vi) any representations, covenants, indemnities, agreements, and obligations of Purchasers pursuant to this Agreement shall not be diminished or otherwise effected, and any rights of Sellers pursuant to this Agreement shall not be impaired, due to such Exchange; and (vii) Sellers make no representation or warranty to Purchasers concerning the tax treatment of such exchange and shall have no liability for any failure of such exchange to qualify under Section 1031 of the Code for either Purchaser or a SellerCode. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything Subject to the contrary contained in the foregoingprovisions of this Section 9.20, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, Sellers and may assign its rights to receive the Purchase Price from their affiliates shall cooperate with PropCo Purchaser, to a deferred exchange intermediary (HCP and its affiliates in effecting an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything Exchange with respect to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser PropCo JV Interest (or to exchange accommodation titleholder, as the case may beany portion thereof).

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and Seller’s sale of each the Property may be part the sale of relinquished property and Purchaser’s acquisition of the Property may be the acquisition of replacement property in a taxqualifying exchange of like-free exchange kind property under Section 1031 of the Code for either Purchaser Internal Revenue Code, as amended (“Exchange“), pursuant to separate Exchange Agreements with a qualified intermediary (the “Intermediary“). The parties agree to cooperate with each other (without liability or cost to the other party) in the completion of each other’s Exchange. Such cooperation shall include (i) the assignment of this Agreement by a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate Intermediary, and the acknowledgment of such exchange if requested assignment by the other party, provided that (aii) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations acceptance of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaseror by the Intermediary, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer conveyance of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates pursuant to a written direction of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this AgreementIntermediary, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) the reassignment of this Agreement to the exchanging party from the Intermediary immediately following the completion of Exchange, and the acknowledgment by the other party of such reassignment. The exchanging party shall in all events be responsible for all costs and expenses related to Exchange and shall fully indemnify, defend and hold the other party harmless for, from and against any and all liability, claims, damages, expenses (including, without limitation, reasonable attorneys’ and paralegal fees), taxes, fees, proceedings and causes of action of any kind or exchange accommodation titleholdernature whatsoever arising out of, as the case may be, shall have no liability connected with or in any manner related to such Seller; and (v) party’s Exchange that would not have been incurred by the closing of other party if the acquisition of such Property by Purchaser or the exchange accommodation titleholdertransaction did not involve Exchange. EACH EXCHANGING PARTY HEREBY ACKNOWLEDGES THAT THE EXCHANGING PARTY IS AND SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, as the case may beRULES AND REGULATIONS RELATED TO THE ITS EXCHANGE. FURTHER, shall be undertaken by direct deed from the applicable Seller (orTHE EXCHANGING PARTY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS AGENTS, if applicableREPRESENTATIVES OR AFFILIATES HAS ADVISED THE EXCHANGING PARTY, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholderAND NO SUCH PERSON OR ENTITY HAS ANY OBLIGATION OR DUTY TO ADVISE THE EXCHANGING PARTY, as the case may be)WITH RESPECT TO WHETHER THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT COMPLIES WITH THE LAWS, RULES AND REGULATIONS APPLICABLE TO SUCH EXCHANGING PARTY’S EXCHANGE. FURTHER, THE EXCHANGING PARTY REPRESENTS, WARRANTS AND ACKNOWLEDGES TO THE OTHER PARTY THAT IT HAS RELIED UPON ITS OWN TAX AND LEGAL COUNSEL IN DETERMINING COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO ITS EXCHANGE. THE PROVISIONS OF THIS SECTION 12.15 SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.

1031 Exchange. Sellers and Purchaser acknowledge and agree that At its option, either Seller or Buyer may structure this transaction as an Exchange. If either Party shall elect to undertake an Exchange, the purchase and sale of each Property following terms shall apply, as may be part of a tax-free exchange under Section 1031 of applicable: (a) The exchanging Party (“Exchanging Party”) shall give written notice to the Code for either Purchaser or a Seller. Each party hereby agrees other Party and Escrow Holder not later than seven (7) business days prior to take all reasonable steps on or before the Closing Date of its intention to facilitate such structure this transaction as an Exchange; (b) The Exchanging Party may assign (in part or in whole) its right in this Agreement, as well as the transfer of its interest in the Property, to an exchange if requested accommodator or an exchange accommodation titleholder (either, an “Accommodator”) selected by the other partyExchanging Party, and may add the Accommodator as an additional party to the Escrow, provided that (ai) no party making such accommodation assignment shall not release the Exchanging Party of sole responsibility for its representations, warranties, undertakings, covenants, indemnities, and obligations hereunder, (ii) the non-Exchanging Party shall not be required to take an assignment of the purchase agreement for any other property or be required to acquire or hold title to any substitute propertyother property for purposes of consummating any such Exchange, and (biii) all conveyance documents to be delivered at the Close of Escrow shall be directly between Buyer and Seller; (c) Buyer and Seller agree to reasonably cooperate with one another in connection with any Exchange, including the execution of documents for such exchange Exchange (including, but not limited to, escrow instructions and amendments to escrow instructions); (d) The non-Exchanging Party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any other property in connection with any Exchange; CONFIDENTIAL TREATMENT REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (e) The Close of Escrow shall not affect be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the Exchanging Party to consummate any such Exchange; provided, however, that the Exchanging Party shall have a one-time right to extend the Closing Date for up to thirty (30) days in order to complete such Exchange by delivering written notice to Escrow Holder and the non-Exchanging Party at least seven (7) business days prior to the Closing Date; (g) The non-Exchanging Party shall have no responsibility or liability to any third party involved in any Exchange, and the Exchanging Party shall indemnify and defend the non-Exchanging Party and hold the non-Exchanging Party harmless against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with any Exchange that the non-Exchanging Party would not have incurred but for such Exchange, including, but not limited to, any liabilities, losses, costs, or expenses incurred or sustained by the non-Exchanging Party in the event the non-Exchanging Party is audited or questioned in connection with such Exchange; (h) The non-Exchanging Party shall not be required to make any representations or warranties, to assume any obligations, or to spend any out-of-pocket sum in connection with any Exchange; and (i) All representations, warranties, liabilities undertakings, covenants, indemnities, and obligations of the parties Parties to each other under this Agreementother, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates whether set forth in this Agreement will be extended as a result thereof. Notwithstanding anything or otherwise existing at law or at equity, shall inure to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing benefit of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (orParties, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)notwithstanding any Exchange.

1031 Exchange. Sellers and (a) Purchaser acknowledge and agree that the purchase and sale will, upon request of each Property may be part of a any Seller, cooperate in effecting one or more tax-free exchange deferred like kind exchanges under Internal Revenue Code Section 1031 (an “Exchange”) in connection with the transaction contemplated by this Agreement. (b) Sellers each acknowledge that Purchaser is acquiring some or all of the Code Assets in a transaction intended by Purchaser to qualify as an Exchange. (c) In connection with any Exchange, the party for either Purchaser whose benefit the exchange is being made (the “Disposing Party”) will assign this Agreement or portions thereof to one or more qualified intermediaries (“QIs”) to complete the Exchange(s). All parties agree that, at the applicable Closing, they will, if required, sign a Sellerform acknowledging their consent to the assignment of this Agreement or portions thereof to the appropriate QIs. Each party hereby agrees The other parties to take all reasonable steps on or before the Closing Date Exchange (the “Acquiring Parties”) each further agree to facilitate cooperate with the Disposing Party to effect such exchange if requested by the other partyExchange(s), provided that (a) the Acquiring Parties incur no party making such accommodation additional expense or liability, and further provided that, after the applicable Closing, all parties shall be required to acquire any substitute propertyremain liable for all their respective covenants, (b) such exchange shall not affect the representations, warrantiesand warranties that will survive the applicable Closing, liabilities and obligations despite the assignment of the parties Agreement to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and the appropriate QIs. (d) no dates Purchaser and the appropriate Sellers grant to all limited partners of the Sellers, and the Selling Parties (acting for and on behalf of the limited partners of the Sellers) the option to acquire the Option Hotels by a cash purchase or by tender of like kind property in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an like kind exchange, either before or after the scheduled Closing of the specific Hotel, (but not later than 180 days thereafter) all of the then (i) such Sellerowner’s right, at its sole option, may delegate its obligations to transfer a Property under this Agreementtitle, and may assign its rights interest in and to receive (whether the Purchaser after the applicable Closing or appropriate Seller) the Hotel identified as Sierra Suites King of Prussia, Sierra Suites Xxxxxxxxxx, Sierra Suites Bellevue, and/or Sierra Suites Xxxxxxx (the “Option Hotels”) for the Purchase Price from Purchaserper Hotel set forth on Exhibit C on the same general terms and conditions as provided herein. In order to have an effective Exchange, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations structure of such Seller pursuant transaction may require the distribution and exchange of undivided interests in the Properties, temporary title thereto in a QI or a limited partner, and other steps necessary to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchasersatisfy tax requirements; and (v) Purchaser and the closing of the transfer of the Property Selling Parties agree to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained cooperate in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)completing these steps.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents a reasonable number of documents, i.e. for not more than 3 separate exchanges, required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “"Intermediary”") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Buyer hereby acknowledges that Seller desires and Purchaser acknowledge intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended. Accordingly, Xxxxx agrees that Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and agree assist Buyer in perfecting such an exchange, provided that the purchase and sale consummation of each the transaction contemplated hereby is not thereby delayed by fault of Buyer. Seller is selling the Property may be part for purposes of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partydeferred exchange, provided and Seller acknowledges that (a) Buyer has made no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of or agreements to Seller or Seller’s agents that the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in transaction contemplated by this Agreement will qualify for such tax treatment, nor has there been any reliance thereon by Seller respecting the legal or tax implications of the transaction contemplated hereby. Seller further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of this transaction. If Seller wishes to novate/assign the ownership rights and interest of this Purchase Agreement to a third party who will act as accommodator to perfect the 1031 exchange by preparing an agreement of exchange of real property, the accommodator will be extended as a result thereof. Notwithstanding anything an independent third party to be chosen by Seller in Seller’s sole discretion, purchasing the contrary contained Seller’s interest in the foregoing, if a Property from Seller so elects to close the transfer of a Property as an exchange, then (i) and selling such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall ownership interest in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Buyer under the same terms and conditions as documented in this Agreement. If Buyer is purchasing the Property in relation to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an tax-deferred exchange, then (i) PurchaserXxxxx acknowledges that Seller has made no representations, at its sole optionwarranties, may delegate its obligations or agreements to acquire such Property under this Agreement, and may assign its rights to receive Buyer or Buyer’s agents that the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under transaction contemplated by this Agreement as if will qualify for such delegation and assignment shall not have taken place; (iv) Intermediary tax treatment, nor has there been any reliance thereon by Buyer respecting the legal or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing tax implications of the acquisition transaction contemplated hereby. Xxxxx further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)this transaction.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “"Intermediary”") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Buyer hereby acknowledges that Seller desires and Purchaser acknowledge intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended. Accordingly, Buyer agrees that Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and agree assist Seller in perfecting such an exchange, provided that the purchase and sale consummation of each the transaction contemplated hereby is not thereby delayed by fault of Buyer. Seller is selling the Property may be part for purposes of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partydeferred exchange, provided and Seller acknowledges that (a) Buyer has made no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of or agreements to Seller or Seller’s agents that the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in transaction contemplated by this Agreement will qualify for such tax treatment, nor has there been any reliance thereon by Seller respecting the legal or tax implications of the transaction contemplated hereby. Seller further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of this transaction. If Seller wishes to novate/assign the ownership rights and interest of this Purchase Agreement to a third party who will act as accommodator to perfect the 1031 exchange by preparing an agreement of exchange of real property, the accommodator will be extended as a result thereof. Notwithstanding anything an independent third party to be chosen by Seller in Seller’s sole discretion, purchasing the contrary contained Seller’s interest in the foregoing, if a Property from Seller so elects to close the transfer of a Property as an exchange, then (i) and selling such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall ownership interest in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Buyer under the same terms and conditions as documented in this Agreement. If Buyer is purchasing the Property in relation to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an tax-deferred exchange, then (i) PurchaserBuyer acknowledges that Seller has made no representations, at its sole optionwarranties, may delegate its obligations or agreements to acquire such Property under this Agreement, and may assign its rights to receive Buyer or Buyer’s agents that the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under transaction contemplated by this Agreement as if will qualify for such delegation and assignment shall not have taken place; (iv) Intermediary tax treatment, nor has there been any reliance thereon by Buyer respecting the legal or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing tax implications of the acquisition transaction contemplated hereby. Buyer further represents that it has sought and obtained such third-party advice and counsel as it deems necessary regarding the tax implications of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)this transaction.

1031 Exchange. Sellers and Seller acknowledges that Purchaser acknowledge and agree that the purchase and sale of each Property may be acquiring the Property as part of a multi-property transaction attempting to qualify as a tax-free exchange (“1031 Exchange”) under Section 1031 of the Code Internal Revenue Code. Seller shall, to the extent provided below, cooperate with Purchaser’s reasonable request to allow Purchaser to attempt to qualify for either the 1031 Exchange; provided, however, that Seller’s obligation to cooperate with Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities limited and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended conditioned as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then follows: (i) Seller shall receive written notice from Purchaser at least seven (7) business days prior to the Date of Closing of Purchaser’s intent to effect the 1031 Exchange, which notice shall identify the parties involved in such 1031 Exchange and shall be accompanied by all documents for which Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be’s signature will be required; (ii) such delegation and Purchaser shall effectuate the 1031 Exchange through an assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant its rights under this Agreement to this Agreementa qualified intermediary; (iii) such Seller shall remain fully liable not be required to execute any further documents or instruments beyond a simple consent to an assignment by Purchaser of its rights under this Agreement to the qualified intermediary identified by Purchaser; provided, however, that in no event shall Seller be required to execute any document or instrument which, in Seller’s sole discretion and judgment, may (A) subject Seller to any additional liability or obligation to Purchaser or any other individual, entity or governmental agency; (B) diminish or impair Purchaser’s obligations or Seller’s rights under the Agreement; or (C) may delay the Closing; (iv) Purchaser shall pay for any and all additional costs and expenses (including attorneys’ fees) incurred by Seller in connection with accommodating the 1031 Exchange and Seller shall be entitled to a credit at Closing to reimburse Seller for such costs and expenses; (v) the 1031 Exchange shall not be structured to require (A) Seller to convey the Property to any third party or (B) Seller to take title to or accept a security interest in any other property; (vi) Purchaser shall not assign or transfer any of Purchaser’s rights under this Agreement except as provided under Section 11.4 and in this Section 11.31; (vii) Purchaser shall not be relieved of any of its obligations under this Agreement as if such delegation and assignment shall not have taken placeby reason of the 1031 Exchange; (ivviii) Intermediary Seller makes no representation or exchange accommodation titleholder, as warranty concerning the case may be, shall have no liability to Purchaser1031 Exchange; and (vix) Purchaser agrees to indemnify, defend, and hold Seller, Seller’s officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns (each, an “Indemnified Party”) harmless from and against any claims, costs, damages, expenses (including, but not limited to, attorneys’ fees and costs), liabilities and losses incurred by, claimed against or suffered by any Indemnified Party arising in connection with the closing 1031 Exchange. The foregoing indemnity shall survive the Closing or any termination of the transfer of the Property this Agreement. Purchaser’s failure to effectuate any intended 1031 Exchange shall not relieve Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property consummate the purchase and sale transaction contemplated by this Agreement and the consummation of the 1031 Exchange shall not be a condition precedent to Purchaser’s obligations under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Buyer and Purchaser Seller hereby acknowledge that Buyer and/or Seller (the “Exchange Party”) may desire to effectuate a tax-deferred exchange (also known as a “1031” exchange (the “Exchange”)) in connection with the purchase and/or sale of all or a portion of the Property. Each party (the “Cooperating Party”) hereby agrees to cooperate with the Exchange Party in connection with the Exchange contemplated by the Exchange Party, provided that: (i) All documents executed in connection with the Exchange (the “Exchange Documents”) shall recognize that Cooperating Party is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and agree is making no representation or warranty that the purchase and sale of each Property may be part of transactions qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code for either Purchaser or a Sellerany applicable state or local laws and shall have no liability whatsoever if any such transactions fail to so qualify. Each party hereby agrees to take all reasonable steps on or before All Exchange Documents executed by Cooperating Party in connection with the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation Exchange shall be required in form and substance reasonably acceptable to Cooperating Party. (ii) Such Exchange shall not result in Cooperating Party incurring any additional costs or liabilities (and Exchange Party shall pay all additional costs and expenses to the extent that such are incurred, including, without limitation, any additional costs or expenses incurred by Cooperating Party as a result of its participation in the Exchange). Exchange Party shall indemnify, defend and hold Cooperating Party harmless from and against all claims, demands, liability, losses, damages, costs and expenses (including reasonable attorneys’ and accountants’ fees) suffered or incurred by Cooperating Party in connection with the Exchange. (iii) In no event shall Cooperating Party be obligated to acquire any substitute propertyproperty or otherwise be obligated to take title, (b) such exchange shall not affect or appear in the representationsrecords of title, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability property in connection with the Exchange. (iv) In no event shall Exchange Party’s consummation of such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as Exchange constitute a result thereof. Notwithstanding anything condition precedent to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its Exchange Party’s obligations to transfer a Property under this Agreement, and may assign Exchange Party’s failure or inability to consummate such Exchange shall not be deemed to excuse or release Exchange Party from its obligations under this Agreement. (v) Buyer and Seller further agree that, in connection with the foregoing, and subject in all respects to the foregoing provisions, Cooperating Party shall consent to Exchange Party assigning all or a portion of its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or under this Agreement to an exchange accommodation titleholder, as intermediary solely for the case may be; (ii) purpose of consummating such delegation and Exchange. In no event shall any such assignment shall in no way reduce, modify or otherwise affect the obligations release Exchange Party of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything any document executed pursuant to the contrary contained terms hereof, including, without limitation, its indemnity obligations hereunder, or affect in the foregoingany manner any of Exchange Party’s representations, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under warranties or covenants set forth in this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Purchaser hereby acknowledges that Seller may utilize the tax laws of the United States, as promulgated and Purchaser acknowledge and agree that enforced by the purchase and sale of each Property may be part of Internal Revenue Service, to later effect a tax-free “like kind” tax deferred exchange under Internal Revenue Code (I.R.C.) Section 1031 in order to reduce, mitigate or otherwise defer the tax liability to Seller as a consequence of the Code for either sale and acquisition contemplated hereby. Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before cooperate with Seller, and at the Closing Date instruction of tax counsel of Seller, to facilitate assist in the accomplishment of any such exchange if requested by the other partytax planning and 1031 “like kind” exchange; provided, provided that however, (ai) no party making such accommodation Purchaser shall not be required to acquire or take title to any substitute exchange property, (bii) such exchange Purchaser shall not affect be required to incur any expense or liability whatsoever in connection with the representationsexchange, warrantiesincluding, liabilities and obligations without limitation, any obligation for the payment of any escrow, title, brokerage or other costs including attorneys’ fees incurred with respect to the parties to each other exchange, (iii) Seller shall not be released from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (civ) no party making such accommodation Seller shall incur any additional cost, expense or liability in connection with give Purchaser at least five (5) days prior notice of the proposed changes required to effect such exchange (other than expenses and the identity of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will any party to be extended as a result thereof. Notwithstanding anything to the contrary contained substituted in the foregoingescrow, if a (v) Seller so elects to close shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the transfer of a Property as an “Exchange Documents”) required by the exchange, then (i) such Seller, at its sole optioncost and expense, (vi) Seller shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and Seller shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction, and (vii) the election to effect such an exchange shall not delay or postpone the Closing of the transaction as defined herein. In connection with any “like kind” exchange, Purchaser agrees that Seller’s rights, interests and obligations under this Agreement may delegate be assigned to a “qualified intermediary” as such term is defined in the regulations issued under Internal Revenue Code Section 1031; provided, however, any such assignment shall not release Seller from any of its obligations to transfer a Property obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement, which obligations shall continue as obligations of a principal and not a surety or guarantor. Seller hereby acknowledges that Purchaser may assign its rights utilize the tax laws of the United States, as promulgated and enforced by the Internal Revenue Service, to receive later effect a “like kind” tax deferred exchange under Internal Revenue Code (I.R.C.) Section 1031 in order to reduce, mitigate or otherwise defer the Purchase Price from tax liability to Purchaser as a consequence of the sale and acquisition contemplated hereby. Seller agrees to cooperate with Purchaser, and at the instruction of tax counsel of Purchaser, to a deferred assist in the accomplishment of any such tax planning and 1031 “like kind” exchange; provided, however, (i) Seller shall not be required to acquire or take title to any exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholderproperty, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary the payment of any escrow, title, brokerage or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything costs including attorneys’ fees incurred with respect to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable not be released from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (iv) Purchaser shall give Seller at least five (5) days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (v) Purchaser shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense, (vi) Purchaser shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and Purchaser shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction, and (vii) the election to effect such an exchange shall not delay or postpone the Closing of the transaction as defined herein. In connection with any “like kind” exchange, Seller agrees that Purchaser’s rights, interests and obligations under this Agreement may be assigned to a “qualified intermediary” as if such delegation and term is defined in the regulations issued under Internal Revenue Code Section 1031; provided, however, any such assignment shall not have taken place; (iv) Intermediary release Purchaser from any of its obligations, warranties or exchange accommodation titleholderrepresentations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement, which obligations shall continue as the case may be, shall have no liability to such Seller; obligations of a principal and (v) the closing of the acquisition of such Property by Purchaser not a surety or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)guarantor.

1031 Exchange. Sellers and Notwithstanding Section 15.9.1 above, Purchaser acknowledge and agree that may consummate the purchase and sale of each the Property may be as part of a taxso-free called like-kind exchange under Section (the "Exchange") pursuant to §1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making the Closing shall not be delayed by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to Purchaser's obligations under this Agreement or the Closing; (b) Purchaser (or its assignee) shall effect the Exchange through an assignment of its rights (but not its obligations) under this Agreement to a qualified intermediary in form and substance reasonably satisfactory to Seller and the original Purchaser shall not be released hereunder as a result of such accommodation assignment; (c) Seller shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional expense or liability as a result of the Exchange; (d) Seller shall not by this agreement or acquiescence to the Exchange (i) have its rights under this Agreement affected or diminished in any manner or (ii) be responsible for compliance with or be deemed to have warranted to Purchaser that the Exchange in fact complies with §1031 of the Code, (e) Purchaser further agrees to indemnify, defend and hold harmless Seller from any cost, expense or liability (including without limitation reasonable attorneys' fees and costs) resulting from Seller's participation in connection with such exchange the Exchange, (f) the same does not or would not constitute a "prohibited transaction" or other than expenses of reviewing violation under ERISA, in Seller's sole and executing documents required in connection with such exchange)absolute discretion, and (dg) Purchaser shall reimburse Seller, promptly upon Seller's request but in no dates event later than the Closing, if any, for the reasonable attorneys' fees and costs incurred by Seller over and above the first $500 therefor in reviewing the Exchange documents and consummating the Exchange. Nothing contained in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer Section 15.9.2 shall release Purchaser of a Property as an exchange, then (i) such Seller, at its sole option, may delegate any of its obligations to transfer a Property or liabilities under this Agreement, whether arising before, at or after Closing, nor shall anything contained in this Section 15.9.2 impose any liability or obligation on Seller with respect to the tax consequences of this transaction to Purchaser. The provisions of this Section 15.9.2 shall survive the Closing and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations any termination of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers Seller and Purchaser Buyer acknowledge and agree that the purchase and sale of each Property the Properties (or portions thereof) may be part of a multi-property transaction to qualify as a tax-free exchange, including potentially a so-called reverse Starker exchange (“1031 Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended, for either Purchaser Buyer or a SellerSellers. Each party hereby agrees to take all commercially reasonable steps on or before the Closing Date to facilitate such exchange if requested by efforts at the other party’s request to allow such other party to attempt to qualify for a 1031 Exchange by, provided including, without limitation: (i) executing and delivering amendments to this Agreement and/or amendments to and restatements of this Agreement so that the transactions contemplated hereby are incorporated into one or more cross-contingent agreements; (ii) executing and delivering one or more assignments of this Agreement or any of the agreements described in the preceding clause (i) from Buyer to an affiliate of Buyer or from any Seller to an affiliate of Seller or to a qualified exchange accommodator of either Buyer or Seller or their respective affiliates; and (iii) executing and delivering such other documents as may be reasonably requested; provided, however, that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional costliability, expense costs or liability expenses in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything Either party’s failure to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) effectuate any intended 1031 Exchange shall not relieve such Seller, at its sole option, may delegate party from its obligations to transfer consummate the purchase and sale transaction contemplated by this Agreement and the consummation of such 1031 Exchange shall not be a Property condition precedent to such party’s obligations under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers The parties recognize and Purchaser acknowledge and agree understand that the purchase and sale of each Property this transaction may be part of a tax-free contemplated "like kind" exchange for the other party under Section 1031 of the Internal Revenue Code for either Purchaser or (an "EXCHANGE"). As such, THE parties agree to reasonably cooperate with each other in effectuating an Exchange, which cooperation may include the execution of documents, REASONABLE DELAYS OF THE CLOSING not to exceed a Seller. Each maximum of 10 days by each party hereby agrees and the taking of other reasonable action, as is reasonably necessary, to take all reasonable steps on or before accomplish an Exchange; provided, however that the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation not undertaking an Exchange shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur assume any additional cost, expense or liability in connection with such exchange (other than expenses with, or as part of reviewing its cooperation with, an Exchange. The covenant contained in this SECTION 9.1 shall survive the Closing and executing documents required shall not be merged into any instrument of conveyance delivered at Closing. Seller shall indemnify, defend and save and hold harmless Purchaser of, from and against any loss, cost, expense, liability, damage or claim of any kind or nature arising from or out of or in connection with such exchange), and (d) no dates Purchaser's execution or delivery of documents requested by Seller in this Agreement will be extended as a result thereofconnection with the aforesaid Exchange. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing Without limitation of the transfer foregoing indemnity, Seller covenants and agrees to pay upon demand any actual costs or expenses paid or incurred by Purchaser in connection with furnishing the cooperation requested by Seller hereunder including, without limitation, Purchaser's reasonable legal fees and costs incurred in connection with the review and negotiation of any required documentation. Additionally, Purchaser shall indemnify, defend and save and hold harmless Seller of, from and against any loss, cost, expense, liability, damage or claim of any kind or nature arising from or out of or in connection with Seller's execution or delivery of documents requested by Purchaser in connection with the aforesaid Exchange. Without limitation of the Property foregoing indemnity, Purchaser covenants and agrees to Purchaser shall be undertaken pay upon demand any actual costs or expenses paid or incurred by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as in connection with furnishing the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property cooperation requested by Purchaser or hereunder including, without limitation, Seller's reasonable legal fees and costs incurred in connection with the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates review and negotiation of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)any required documentation.

1031 Exchange. Sellers and Purchaser acknowledge and agree Buyer agrees, provided that the purchase and sale such exchange results in no additional or potential cost, liability, obligation or expense to Buyer, to accommodate Seller as set forth below in effectuating a like-kind exchange of each Property may be part of a tax-free exchange under pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. If, prior to the Closing, Seller has located a property suitable for a like-kind exchange (the "Exchange Property"), Buyer agrees to cooperate with Seller by executing reasonable documentation to accommodate Seller in effectuating such like-kind exchange (the "Exchange") through either Purchaser (I) a "Type I Exchange" whereby Seller causes the owner(s) of the Exchange Property to acquire the Property and convey it to Buyer or a (ii) through the use of an accommodating party who acquires the Exchange Property for and conveys it to Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) In no party making such accommodation event shall Buyer be required to acquire fee title to any substitute propertysuch Exchange Property or acquire any beneficial or legal interest in any Exchange Property, (b) such exchange whether temporarily or otherwise. The accomplishment of the Exchange shall not affect the representations, warranties, liabilities and be a condition to Seller's obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange)hereunder, and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything Seller's failure to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a locate an Exchange Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as consummate the case may be; (ii) such delegation and assignment Exchange for any reason shall in no way reduce, modify relieve Seller of its obligation to timely sell the Property to Buyer pursuant to the terms and provisions of this Agreement or otherwise affect relieve Seller of any obligations under this Agreement or any document or instrument to be delivered to Buyer in accordance with the terms hereof, including, without limitation, obligations under the closing documents described in Section 9.2 of such Seller pursuant the Agreement. Buyer shall have no obligation to this Agreement; (iii) such make any representation or warranty with respect to the Exchange Property or the Exchange. Buyer shall have the right to review and approve any and all documents to be executed by Buyer in connection with the Exchange. Such documents shall provide, without limitation, that notwithstanding the consummation of the Exchange, Seller shall remain fully liable for all of its obligations under this Agreement as if such delegation or any document or instrument to be executed and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholderdelivered to Buyer in accordance with the terms of the Agreement, as the case may beincluding, shall have no liability to Purchaser; and (v) without limitation, the closing documents described in Section 9.2 of the transfer Agreement. All such closing documents shall run directly between Buyer and Seller. Seller shall indemnify Buyer and hold Buyer harmless from and against any and all claims, damages, losses, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).in

1031 Exchange. Sellers and Purchaser acknowledge and agree Owner hereby advises the Company that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Internal Revenue Code for either Purchaser or a SellerOwner. Each party The Company hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other partyOwner, provided that (a) no party making such accommodation the Company shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation the Company shall not incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller Owner so elects 28 <PAGE> to close the transfer of a the Property as an exchange, then (i) such SellerOwner, at its sole option, may delegate its obligations to transfer a the Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaserthe Company, to a deferred exchange intermediary (an “Intermediary”"INTERMEDIARY") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller Owner pursuant to this Agreement; (iii) such Seller Owner shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaserthe Company; and (v) the closing of the transfer of the Property to Purchaser the Company shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Owner to execute such deeds) to Purchaser the Company or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

1031 Exchange. Sellers and Purchaser acknowledge and agree that At the purchase and sale election of each Property either Seller or Buyer, such party may be consummate the transaction contemplated by this Agreement as part of a tax-free tax deferred exchange under of like kind property within the meaning of Section 1031 of the Internal Revenue Code for either Purchaser or a Sellerof 1986, as amended (an “Exchange”). Each In such event, the other party hereby agrees to take all reasonable steps on or before shall reasonably cooperate with the Closing Date exchanging party to facilitate such a like kind exchange if requested by of real property; provided, however (i) in no event shall the cooperating party be obligated to become personally liable under any contract, mortgage, installment note or other party, provided that (a) no party making such accommodation shall be instrument not otherwise expressly required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no nor shall the cooperating party making such accommodation shall incur any additional cost, expense or liability cost in connection with such exchange (other than expenses of reviewing therewith; and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations consummation of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement transaction as if such delegation and assignment a like kind exchange of real property shall not have taken place; delay the closing. THIS AGREEMENT IS VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN FIFTEEN (iv15) Intermediary or exchange accommodation titleholderDAYS AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY THE BUYER, AND RECEIPT BY BUYER OF ALL OF THE ITEMS REQUIRED TO BE DELIVERED TO BUYER BY THE SELLER UNDER SECTION 718.503, FLORIDA STATUTES. THIS AGREEMENT IS ALSO VOIDABLE BY THE BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF RECEIPT FROM THE SELLER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER. ANY PURPORTED WAIVER OF THESE VOIDABILITY RIGHTS SHALL BE OF NO EFFECT. BUYER MAY EXTEND THE TIME FOR A CLOSING FOR A PERIOD OF NOT MORE THAN FIFTEEN (15) DAYS AFTER THE BUYER HAS RECEIVED ALL OF THE ITEMS REQUIRED. BUYER’S RIGHT TO VOID THIS AGREEMENT SHALL TERMINATE AT CLOSING. FIGURES CONTAINED IN ANY BUDGET DELIVERED TO THE BUYER PREPARED IN ACCORDANCE WITH THE CONDOMINIUM ACT ARE ESTIMATES ONLY AND REPRESENT AN APPROXIMATION OF FUTURE EXPENSES BASED ON FACTS AND CIRCUMSTANCES EXISTING AT THE TIME OF THE PREPARATION OF THE BUDGET. ACTUAL COSTS OF SUCH ITEMS MAY EXCEED THE ESTIMATED COSTS. SUCH CHANGES IN COST DO NOT CONSTITUTE MATERIAL ADVERSE CHANGES IN THE OFFERING. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized signatory Date of Execution: 11/12/2013 By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: President Date of Execution: 11/19/13 1. Taxes and assessments for the current calendar year and all subsequent years. 2. Zoning ordinances, restrictions, prohibitions and other requirements imposed by governmental authority. 3. Terms and conditions in Conditional Use Permit, filed March 7, 1991, in Official Records Book 14929, page 2, of the Public Records of Miami-Date County, Florida. 4. Rights of parties in possession, as the case may betenants only, shall have no liability to Purchaser; and (v) the closing under unrecorded leases. 5. Riparian rights and/or littoral rights. 6. Those portions of the transfer property herein described comprising artificially filled land in what was formerly navigable waters, are subject to any and all rights of the Property United Sates government arising by reason of the United States government’s control over navigable waters in the interest of navigation and commerce. 7. Easement granted to Purchaser shall be undertaken Florida Power & Light Company by direct deed from such Seller (orinstrument recorded in O.R. Book 18816, if applicablePage 1835, from other affiliates of such Seller whom such Seller will cause the Public Records of Miami-Dade County, Florida. 8. Easement granted to execute such deeds) Florida Power & Light Company by instrument recorded in O.R. Book 19654, Page 1459, of the Public Records of Miami-Dade County, Florida. 9. Easement granted to Purchaser or Florida Power & Light Company by instrument recorded in O.R. Book 20635, Page 3573, of the Public Records of Miami-Dade County, Florida. 10. Easement granted to exchange accommodation titleholderFlorida Power & Light Company by instrument recorded in O.R. Book 20635, Page 3576, of the Public Records of Miami-Dade County, Florida. 11. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 20948, Page 3489, of the Public Records of Miami-Dade County, Florida. 12. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 21197, Page 1235, of the Public Records of Miami-Dade County, Florida. 13. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 21430, Page 3223, of the Public Records of Miami-Dade County, Florida. 14. Easement granted to Florida Power & Light Company by instrument recorded in O.R. Book 21908, Page 2171, of the Public Records of Miami-Dade County, Florida. 15. Mitigation Agreement recorded August 14, 1998, in Official Records Book 18232, page 2892, together with Joinder to Mitigation Agreement recorded in Official Records Book 18364, page 1192, both of the public records of Miami-Dade County, Florida. 16. Dade County Bulkhead Plat as recorded in Plat Book 74, Page 4, of the Public Records of Miami-Dade County, Florida. 17. The following matters as shown on the survey prepared by Xxxxxx Xxxxxxxx, PSM No. 2891, of X.X. Xxxxxxxx & Associates, Inc., dated July 2, 2005 and last revised February 16, 2006, designated Job No. 56229: a. Evidence of easements disclosed by catch basins, manhole covers and gas meters located throughout the property, as same are shown on the case may besurvey. Notwithstanding anything (as to the contrary contained parcels D and E only) b. Encroachment of guard house over 10’ Florida Power & Light Company easement recorded in the foregoingO.R. Book 21197, if Purchaser so elects Page 1235. (as to close the acquisition Parcel D only) c. Encroachment of 6 story parking garage over 10’ Florida Power & Light Company easement recorded in O.R. Book 20635, Page 3576; O.R. Book 19654, Page 1459; O.R. Book 20635, Page 3573, main electrical vault easement recorded in O.R. Book 20635, Page 3576. (affects Parcels D and E only) 18. Terms and conditions of that certain Reciprocal Maintenance and Use Easement Agreement by and between Xxxxxx Xxxxxx Apartments, L.P., a Property as an exchangeDelaware limited partnership and MCZ/Centrum Flamingo I, then (i) PurchaserL.L.C., at its sole optiona Delaware limited liability company, may delegate its obligations to acquire such Property under this Agreementdated February 17, 2006 and may assign its rights to receive the Property from such Sellerrecorded February 22, to an Intermediary or to an exchange accommodation titleholder2006 in Official Records Book 24259, as the case may be; (ii) such delegation and assignment shall in no way reducepage 0455, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition public records of such Property Miami-Dade County, Florida. 19. Terms and conditions of that certain Declaration of Restrictive Covenant in Lieu of Unity of Title by Purchaser or Xxxxxx Xxxxxx Apartments, L.P., a Delaware limited partnership in favor of City of Miami Beach, Florida, dated February 17, 2006 and recorded February 17, 2006 in Official Records Book 24258, page 4599, of the exchange accommodation titleholderpublic records of Miami-Dade County, as Florida. 20. Terms and conditions of that certain Marina Declaration of Riparian Rights, Easements and Restrictions by and between Xxxxxx Xxxxxx Apartments, L.P., a Delaware limited partnership in favor of MCZ/Centrum Flamingo I, L.L.C., a Delaware limited liability company, dated February 17, 2006 and recorded on February 22, 2006 in Official Records Book 24259, page 0624, of the case may bepublic records of Miami-Dade County, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Florida.

1031 Exchange. Sellers Buyer hereby acknowledges that Seller desires and Purchaser acknowledge and agree that the purchase and sale of each Property may be part of intends to structure this transaction as a tax-free deferred exchange under pursuant to Section 1031 of the Code for either Purchaser Internal Revenue Code, as amended. Accordingly, Buyer shall, at no additional cost, obligation, or a Seller. Each party hereby agrees liability to take all reasonable steps on or before the Closing Date to facilitate Buyer, cooperate with and assist Seller in perfecting such exchange if requested by the other partyan exchange, provided that (a) the consummation of the transaction contemplated hereby is not thereby delayed by fault of Buyer. Seller acknowledges that Buyer has made no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of or agreements to Seller or Seller's agents that the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in transaction contemplated by this Agreement will qualify for any particular tax treatment, nor has there been any reliance thereon by Seller respecting the legal or tax implications of the transaction contemplated hereby. Seller further represents that it has sought and obtained such third party advice and counsel as it deems necessary regarding the tax implications of this transaction. If Seller wishes to novate/assign the ownership rights and interest of this Purchase Agreement to a third party who will act as Accommodator to perfect the 1031 exchange by preparing an agreement of exchange of real property, the Accommodator will be extended as a result thereof. Notwithstanding anything an independent third party to be chosen by Seller in Seller's sole discretion, purchasing the contrary contained Seller's interest in the foregoing, if a Property from Seller so elects to close the transfer of a Property as an exchange, then (i) and selling such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall ownership interest in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause Buyer under the same terms and conditions as documented in this Agreement. If Buyer is purchasing the Property in relation to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an tax-deferred exchange, then (i) PurchaserBuyer acknowledges that Seller has made no representations, at its sole optionwarranties, may delegate its obligations or agreements to acquire such Property under this Agreement, and may assign its rights to receive Buyer or Buyer's agents that the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under transaction contemplated by this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary will qualify for any particular tax treatment, nor has there been any reliance thereon by Buyer respecting the legal or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing tax implications of the acquisition transaction contemplated hereby. Buyer further represents that it has sought and obtained such third party advice and counsel as it deems necessary regarding the tax implications of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)this transaction.

1031 Exchange. Sellers Seller and Purchaser acknowledge and agree that the purchase and sale of each the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this AgreementContract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a the Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a the Property under this AgreementContract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “"Intermediary”") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this AgreementContract; (iii) such Seller shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such the Property under this AgreementContract, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this AgreementContract; (iii) Purchaser shall remain fully liable for its obligations under this Agreement Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). Notwithstanding anything in this Section 13.19 to the contrary, Seller shall have the right to extend the Closing Date (as extended pursuant to the second or third sentences of Section 5.1) for up to 30 days in order to facilitate a tax free exchange pursuant to this Section 13.19, and to obtain all documentation in connection therewith.

1031 Exchange. Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property Seller and/or Buyer may be part of desire to effect a tax-free deferred like kind exchange under with respect to its sale or purchase, respectively, of the Property (in either case “Exchange”) pursuant to Section 1031 of the Internal Revenue Code for of 1986, as amended (the “Code”) and any similar provisions of state or local law. If either Purchaser or a Sellerparty elects to effect an Exchange (the “Exchangor”), then, subject to the terms and provisions of this Section, the other party (the “Non-Exchangor”) shall reasonably cooperate with the Exchangor in effecting the Exchange. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested The Exchange will be structured by the Exchangor at its sole cost and expense such that the Non-Exchangor will have no obligation to acquire or enter into the chain of title to any property other party, provided that (a) no party making such accommodation than the Property. The Non-Exchangor’s sole obligation in connection with the Exchange shall be required to acquire any substitute property, (b) review and execute certain customary documentation reasonably acceptable to the Non-Exchangor necessary to effectuate the Exchange in accordance with the foregoing and the applicable rules governing such exchange exchanges. The Non-Exchangor shall not affect by this Agreement or acquiescence to the Exchange have its rights under this Agreement modified or diminished in any material manner or be responsible for compliance with or be deemed to have warranted to the Exchangor that the Exchange in fact complies with Section 1031 of the Code. The Non-Exchangor shall have the right to review and approve any documents to be executed by the Non-Exchangor in connection with the Exchange; provided, such approval shall not be unreasonably withheld, conditioned or delayed. The Non-Exchangor shall have no obligation to execute any documents or to undertake any action by which the Non-Exchangor would or might incur any material liability or obligation not otherwise provided for in the other provisions of this Agreement. Neither the conveyance of title to the Property by the Exchangor’s designated intermediary or Qualified Exchange Accommodation Titleholder (if applicable) nor the Exchange shall amend or modify the representations, warranties, liabilities warranties and obligations covenants of the parties Exchangor to each other the Non-Exchangor under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense Agreement or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in the survival thereof pursuant to this Agreement will in any material respect nor shall any such conveyance or Exchange result in a release of the Exchangor with respect to such representations, warranties and/or covenants. At the Exchangor’s election, the Deed and all closing documents with respect to the Property shall run directly between the Non-Exchangor and either the Exchangor or the Exchangor’s designated intermediary or Qualified Exchange Accommodation Titleholder. The Closing shall not be extended as a result thereofof the Exchange. Notwithstanding anything The Exchangor shall indemnify and hold the Non-Exchangor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees but excluding costs incurred to review the contrary contained in exchange documents) arising from the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then Exchange (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations other than what would have been applicable under this Agreement as if such delegation without the Exchange) which indemnification agreement shall expressly survive the Closing. The Exchangor further acknowledges that the Exchange is at the request and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing initiation of the transfer Exchangor, and the Non-Exchangor in no manner, expressly or implicitly, participated in or offered tax advice or planning to or for the benefit of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates Exchangor. The Exchangor is relying solely upon the advice and counsel of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing professionals of the acquisition of such Property by Purchaser or Exchangor’s choice in structuring, executing and consummating the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be)Exchange.