Common use of 1031 Exchange Clause in Contracts

1031 Exchange. Upon the request of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 Exchange.

1031 Exchange. Upon Seller reserves the request right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of a party hereto the Purchase Price, and that portion of the Assets associated therewith (the “Requesting Party1031 Assets”), the other party to a Qualified Intermediary (the “Cooperating PartyQI”) shall cooperate (as that term is defined in Section 1.103l(k)-l(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner intended to comply with the Requesting Party in Closing the sale requirements of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of a like-kind property exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 ExchangeCode”). If Seller so elects, including, without limitation, agreeing that the Requesting Party’s Seller may assign its rights under this Agreement with respect to the 1031 Assets to the QI. Buyer hereby (i) consents to Seller’s assignment of its rights in this Agreement with respect to the 1031 Assets, and (ii) if such an assignment is made, agrees to pay all or any a portion of the real property subject to Purchase Price into the qualified trust account at Closing as directed in writing by Seller. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement may to a QI shall not release either Party from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be assigned given to one or more qualified intermediaries or exchange accommodation titleholders for the purpose either Party as a result of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party a Like-Kind Exchange. Buyer shall not be required obligated to take title to pay any exchange property, the Cooperating Party will not be required to agree to additional costs or assume incur any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable additional obligations under this Agreement resulting from Seller’s Like-Kind Exchange, and Seller shall hold harmless and indemnify the Cooperating Party Buyer from any liability in connection with and against all claims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such 1031 a Like-Kind Exchange.

1031 Exchange. Upon Seller and Purchaser shall each have the right to structure the transaction contemplated by this Contract so that it qualifies under the exchange provisions of Section 1031 of the Code, as amended. At the request of a either party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an effectuating a tax-deferred exchange of like-kind property pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchangesand related regulations; provided, however, that the Closing shall not be delayed and Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation incur no greater expense or liability in connection therewith, with the Closing hereunder shall not be delayed as a result of, or conditioned upon, transactions contemplated under this Contract than such 1031 Exchange, the Requesting Cooperating Party shall pay all costs associated with such 1031 Exchange (including, would have incurred without limitation, any more than de minimis costs incurred by Cooperating Party), the said exchange. The Cooperating Party shall execute all documents reasonably cooperate to the full extent required 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 (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then including the Requesting Party shall pay all costs Party's assignment of its rights and expenses of obligations under this Contract to the Cooperating Party to review and execute Qualified Intermediary, provided such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement Contract), provided that such documents are in a form reasonably satisfactory to the Cooperating Party, and indemnify further provided that the form of said documents are delivered to the Cooperating Party from 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 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 1031 Exchangecooperation, except such minimal cost of its attorneys and other advisors as may be required in connection with the review of any documents which relate to the proposed exchange transaction.

1031 Exchange. Upon the request of a Purchaser and Seller understand that either party hereto (the “Requesting Exchanging Party”) may designate any individual property in connection with an exchange pursuant to the provisions of Internal Revenue Code Section 1031 (a “Like Kind Exchange”). In the event an Exchanging Party desires to structure the sale as a Like Kind Exchange, the other party (the “Cooperating Non-Exchanging Party”) shall cooperate with the Requesting Exchanging Party in Closing the sale of the Property in accordance and with this Agreement so as any lender/accommodator to qualify such transaction as an exchange of likeachieve a successful Like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Kind Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, that the Cooperating Non-Exchanging Party shall not have any obligation to incur any costs, expenses or liabilities in connection with any such Like-Kind Exchange (and all such costs shall be borne entirely by the Exchanging Party). The Exchanging Party shall indemnify Non-Exchanging Party from and against all loss, costs and expense incurred by reason of said exchange. This transaction is not contingent upon, and the Closing shall not be delayed as a result of, the success or failure of any such Like-Kind Exchange. The Non-Exchanging Party shall not be required to take title to other property involved in any such exchange property, the Cooperating Party will not be required or to agree to or assume incur any covenant, obligation expenses or liability in connection therewithwith any such Like-Kind Exchange. Subject to this Section 12.18, the Closing hereunder Non-Exchanging Party agrees to execute any and all commercially reasonable documents and instruments reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that no such documents shall not be delayed as a result of, release or conditioned upon, such 1031 Exchange, relieve the Requesting Exchanging Party shall pay all costs associated with such 1031 Exchange (including, without limitation, of any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate of its obligations under this Agreement or any of the Transaction Documents. Neither party makes any warranty whatsoever to the other terms of this Section 19) then with respect to the Requesting Party shall pay all costs and expenses qualification of the Cooperating Party to review and execute such document(s) in excess transaction for tax deferred exchange treatment under Section 1031 of a simple consent)the Code, and neither party shall have any responsibility obligation or liability with respect to the Requesting Party shall remain primarily liable under this Agreement and indemnify tax consequences to the Cooperating Party from any liability in connection with such 1031 Exchangeother.

1031 Exchange. Upon the request of a party Party hereto (the “"Requesting Party”"), the other party Party (the “"Cooperating Party”") shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of likeeffecting one or more tax-deferred like kind property pursuant to exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewithwith the transaction contemplated by this Agreement, including the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchangeexecution of escrow instructions and other documents therefor; provided that, the Requesting Party shall will pay any and all additional fees, costs associated or expenses connected with such 1031 Exchange exchange. Requesting Party may assign its rights in, and delegate its duties under, this Agreement (including, without limitation, any more than de minimis costs incurred by Cooperating Partyin part or in whole), as well as transfer its interest in the Cooperating Property, to an exchange intermediary, and Requesting Party shall reasonably cooperate may add such intermediary as an additional party to the full extent required by the Requesting Party (escrow; provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent)that, and the Requesting Party shall remain primarily liable under this Agreement Agreement, such assignment, delegation or transfer shall not delay Closing, and indemnify the Cooperating Party from incurs no additional expense as a result thereof. Without limiting the foregoing, Cooperating Party shall not by this Agreement or acquiescence to any liability exchange requested by Requesting Party have Cooperating Party's rights under this Agreement 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 1031 Exchangeexchange requested by Requesting Party; provided, however, such approval shall not be unreasonably withheld, conditioned or delayed. Cooperating Party shall have no obligation to execute any documents or to 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 title holder (if applicable), nor any exchange shall amend or modify the representations, warranties and covenants of Requesting Party to Cooperating Party under this Agreement or the survival thereof pursuant to this 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 (including, but not limited to, reasonable attorneys' fees) arising from any such exchange requested by Requesting Party (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. Requesting Party will be relying solely upon the advice and counsel of professionals of the Requesting Party's choice in structuring, executing and consummating any such exchange.

1031 Exchange. Upon (a) Buyers, on the request of a party hereto (the “Requesting Party”)one hand, and Sellers, on the other party (the “Cooperating Party”) shall cooperate with the Requesting Party hand, acknowledge and agree that either of them may engage in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an a deferred and/or reverse exchange of like-kind property (an “Exchange”) utilizing a qualified intermediary or an exchange accommodation titleholder pursuant to Section 1031 of the Internal Revenue Code and the Treasury Regulations, revenue procedures, revenue rulings, notices, pronouncements and other guidance promulgated thereunder. Notwithstanding any provision herein to the contrary, in the event either Party notifies the other prior to the Closing that it has elected to engage in an Exchange, the other Party agrees to consent to the assignment of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting electing Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more a qualified intermediaries intermediary or exchange accommodation titleholders titleholder in order to facilitate such Exchange. The Parties agree to execute any and all documents necessary to consummate the purposes of this Section 6.15. Any actions taken by the Buyer and the Seller in conformance with this Section 6.15 shall be at the cost of the Party electing such Exchange, and such documents shall not relieve the electing Party of any of its obligations or Liabilities under this Agreement. (b) Notwithstanding anything to the contrary in the foregoing Section 6.15(a), in connection with any Exchange, it is agreed that (i) neither Party shall assume any responsibility for the purpose Tax consequences of effectuating one or more 1031 Exchangesthe other Party arising out of such Exchange; provided, however, (ii) the Cooperating electing Party shall not be required to take indemnify and hold the non-electing Party harmless from and against any and all Liabilities incurred or suffered by the non-electing Party arising out of the electing Party’s consummation of the transaction through an Exchange; (iii) title to the Assets shall be delivered by Sellers directly to Buyers, a subsidiary or affiliate thereof, or its exchange accommodation titleholder; (iv) neither Party shall have any exchange property, obligation to acquire and/or transfer property other than the Cooperating Party will not be required to agree to or assume Assets; and (v) any covenant, obligation or liability in connection therewith, the applicable Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred affected by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any reason of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 an Exchange.

1031 Exchange. Upon Purchaser and Seller acknowledge that either party may wish to structure the request of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party transaction contemplated in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an a tax-deferred exchange of like-kind property pursuant to within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”). Each party agrees to reasonably cooperate with the other to effect any such Exchange, including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, that (i) the Cooperating Party cooperating party shall not be required to acquire or take title to any exchange property, (ii) the Cooperating Party will cooperating party shall not be required to agree to or assume incur any covenantexpense, obligation including attorneys’ fees, or liability whatsoever in connection therewithwith any such exchanges, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis obligation for the payment of any escrow, title, brokerage, or other costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate with respect to the full extent required by Exchange, (iii) no substitution of the Requesting Party (provided effectuating party shall release that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate party from any of the other terms obligations, warranties, or representations set forth in this Agreement 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 this Section 19a principal and not of a surety or guarantor, (iv) then the Requesting Party effectuating party shall pay all costs and expenses give the cooperating party at least five (5) business days prior notice of the Cooperating Party proposed changes required to review effect such Exchange and execute the identity of any party to be substituted in the escrow, (v) the effectuating party shall be responsible for preparing all additional agreements, documents, and escrow instructions (collectively, the “Exchange Documents”) required by any such document(sExchange, at its sole cost and expense, and (vi) in excess of a simple consent)the effectuating party 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 Requesting Party transactions contemplated thereby, and the cooperating party shall remain primarily liable under this Agreement and indemnify in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the Cooperating Party from any liability in connection with such 1031 Exchangeexchange transaction arising by reason of the cooperating party’s performance of the acts required hereby.

1031 Exchange. Upon the request of a Either party hereto (the “Requesting Party”)may elect to seek to structure its purchase or sale, the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale as applicable, of the Property in accordance with this Agreement so as to qualify such transaction as an a tax-deferred exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended amended, and the treasury regulations promulgated thereunder (a “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) neither party shall be required to incur any additional liabilities or financial obligations as a consequence of such cooperation, (ii) neither party shall be relieved of its obligations, representations or warranties under this Agreement, and (iii) such 1031 Exchange shall not delay the Closing. Additionally, in connection with any 1031 Exchange, neither party shall be required to acquire title to any other 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 save, protect, defend, indemnify and hold the other harmless from any and all losses, costs, claims, liabilities, penalties and expenses, including, without limitation, agreeing that reasonable attorney’s fees, fees of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement other may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; providedexposed, however, the Cooperating Party shall not be required to take title due to any exchange property, attempt to structure the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed transaction as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms . The provisions of this Section 19) then 13.16 shall survive the Requesting Party shall pay all costs and expenses Closing until the expiration of the Cooperating Party to review and execute such document(s) in excess any applicable statute of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 Exchangelimitations.

1031 Exchange. Upon the request of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) Seller and Purchaser shall cooperate with the Requesting Party in Closing the sale of each be entitled to utilize the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amended (a an “1031 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, including, without limitation, agreeing that the Requesting Party’s or its rights under this Agreement with respect Agreement, to all or any portion of a qualified intermediary; and (iii) the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party non-exchanging party shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any exchange propertyreal property for purposes of consummating the Exchange. Each party, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any upon request of the other terms of party, agrees to reasonably cooperate, without expense or liability to the cooperating party, in such an Exchange by the other party so long as the Closing Date is not extended. The non-exchanging party shall not by this Section 19agreement or acquiescence to the Exchange (1) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging party that the Exchange in fact complies with §1031 of the Code. Purchaser agrees to defend, indemnify and indemnify the Cooperating Party hold Seller harmless from any liability in connection with such 1031 liability, damages, or costs, including (without limitation) reasonable attorneys’ fees, that may result from Seller’s acquiescence to the 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 Exchange. This provision shall survive Closing.

1031 Exchange. Upon the request of a Buyer and Seller acknowledge that either party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with may wish to structure this Agreement so as to qualify such transaction as an a tax deferred exchange of like-kind property pursuant to within the meaning of Section 1031 of the Internal Revenue Code of 1986Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, as amended however, that: (a “1031 Exchange”)i) the cooperating party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys' fees) or liability whatsoever in connection with the exchange, including, without limitation, agreeing that any obligation for the Requesting Party’s rights payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party 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 with respect to all by the effectuating party, its successors, or any portion 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 real property subject proposed changes required to this Agreement may effect such exchange and the identity of any party to be assigned to one or more qualified intermediaries or exchange accommodation titleholders substituted in the Escrow; (v) the effectuating party shall be responsible for the purpose of effectuating one or more 1031 Exchanges; providedpreparing all additional agreements, howeverdocuments and escrow instructions (collectively, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 "Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent Documents") required by the Requesting Party exchange, at its sole cost and expense; and (provided that if vi) the 1031 effectuating party 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 require Documents and the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent)transactions contemplated thereby, and the Requesting Party cooperating party shall remain primarily liable under this Agreement and indemnify in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the Cooperating Party from any liability in connection with such 1031 Exchangeexchange transaction arising by reason of the cooperating party's performance of the acts required hereby.

1031 Exchange. Upon Purchaser and ▇▇▇▇▇▇ agree that either of them may elect to attempt to cause the request transaction contemplated by this Agreement to be structured as an exchange of like-kind properties under Section 1031 of the Code and the regulations and proposed regulations thereunder (a “1031 Exchange”). If either party hereto (the “Requesting Exchanging Party”)) wishes to make such election, it must provide the other party (the “Cooperating Party”) with written notice of the same not less than twenty (20) days before the Closing Date. If either Purchaser or Seller timely gives such notice, the Cooperating Party shall cooperate as reasonably requested with the Requesting Exchanging Party in Closing to execute reasonable and customary documents to consummate the purchase and sale of the Property in accordance with this Agreement so by means of a 1031 Exchange as to qualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchangesdescribed below; provided, however, that (i) the Exchanging Party shall bear all cost and expense thereof, (ii) the exchange transaction shall be structured to occur between the Exchanging Party and a third party acting as the qualified intermediary (as such phrase is defined in applicable regulations issued under the Code) engaged by the Exchanging Party (the “Intermediary”), (iii) the Cooperating Party’s cooperation shall be limited to its consent to the assignment by Exchanging Party of all of Exchanging Party’s rights (but not its obligations) under this Agreement to the Intermediary and other actions incident to the form of such an exchange transaction that are reasonably requested by the Exchanging Party, and (iv) in no event shall the obligation of Purchaser or Seller to complete the Closing as otherwise provided for in this Agreement be subject to the structuring of the transaction as a 1031 Exchange. The Exchanging Party shall: (1) promptly reimburse the Cooperating Party shall not be required to take title to for any exchange property, reasonable third party expenses incurred by the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewithwith the proposed exchange and (2) indemnify, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs defend and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify hold harmless the Cooperating Party from any liability in connection to third parties (including, but not limited to, the Intermediary) arising out of its cooperation with the proposed exchange, and such 1031 Exchangereimbursement and indemnification obligations shall survive Closing or the termination of this Agreement.

1031 Exchange. Upon Purchaser and Seller acknowledge and agree that, as part of this transaction, either of them may engage in a deferred or reverse exchange of like-kind property (an “Exchange”) utilizing a qualified intermediary or an exchange accommodation titleholder pursuant to Section 1031 of the request of Code and the Treasury Regulations, promulgated thereunder or (for a reverse Exchange) IRS Rev. Proc. 2000-37, as amended. Notwithstanding any provision herein to the contrary, in the event either party hereto (the an “Requesting Electing Party”)) elects to engage in a deferred or reverse like-kind exchange, the other party (the “Cooperating Consenting Party”) shall cooperate with agrees to consent to the Requesting Party in Closing the sale assignment of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Electing Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more a qualified intermediaries intermediary or exchange accommodation titleholders titleholder in order to facilitate such deferred or reverse like-kind exchange. The Consenting Party agrees to execute any and all documents as may be necessary to consummate the purposes of this Section 37. Any actions taken by Purchaser and Seller in conformance with this Section 37 shall be at the cost of the Electing Party (except for minor legal fees incurred by the purpose Consenting Party for review of effectuating one Exchange-related documents). No action permitted under this Section 37, including without limitation any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or more 1031 Exchanges; providedliabilities under this Agreement, howeverwhether occurring before, at or after the Cooperating Closing Date. In connection with any Exchange, it is agreed that (i) the Consenting Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, responsibility for the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, tax consequences to the Requesting Electing Party arising out of an Exchange and (ii) the Electing Party shall pay indemnify and hold the Consenting Party harmless from and against any and all costs associated with such 1031 loss, cost, damage, expense or other liability that the Consenting Party may incur or suffer in the performance of its obligations under this Section 37 or otherwise arising out of an Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required effected by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 ExchangeElecting Party.

1031 Exchange. Upon the request of a Either party hereto (the “Requesting Party”)may elect to seek to structure its purchase or sale, the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale as applicable, of the Property in accordance with this Agreement so as to qualify such transaction as an a tax-deferred exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended amended, and the treasury regulations promulgated thereunder (a “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 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 consequence 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 save, protect, defend, indemnify and hold the other harmless from any and all losses, costs, claims, liabilities, penalties, and expenses, including, without limitation, agreeing that reasonable attorneys’ fees, fees of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement other may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; providedexposed, however, the Cooperating Party shall not be required to take title due to any exchange property, attempt by the Cooperating Party will not be required indemnifying party to agree to or assume any covenant, obligation or liability in connection therewith, structure the Closing hereunder shall not be delayed transaction as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms . The provisions of this Section 19) then 10.23 shall survive the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 ExchangeClosing.

1031 Exchange. Upon Seller reserves the request right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith ("1031 Assets"), to a Qualified Intermediary ("QI") (as that term is defined in Section 1.103l(k)-l(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner intended to comply with the requirements of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property exchange ("Like-Kind Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”"Code"). If Seller so elects, including, without limitation, agreeing that the Requesting Party’s Seller may assign its rights under this Agreement with respect to the 1031 Assets to the QI. Buyer hereby (i) consents to Seller's assignment of its rights in this Agreement with respect to the 1031 Assets, and (ii) if such an assignment is made, agrees to pay all or any a portion of the real property subject to Purchase Price into the qualified trust account at Closing as directed in writing by Seller. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement may to a QI shall not release either Party from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be assigned given to one or more qualified intermediaries or exchange accommodation titleholders for the purpose either Party as a result of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party a Like-Kind Exchange. Buyer shall not be required obligated to take title to pay any exchange property, the Cooperating Party will not be required to agree to additional costs or assume incur any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable additional obligations under this Agreement resulting from Seller's Like-Kind Exchange, and Seller shall hold harmless and indemnify the Cooperating Party Buyer from any liability in connection with and against all claims, losses and liabilities (including reasonable attorneys' fees, court costs and related expenses), if any, resulting from such 1031 a Like-Kind Exchange.

1031 Exchange. Upon the request of a Each party hereto (the “Requesting Party”)agrees to reasonably cooperate, but at no cost or expense to such party, with the other party (the “Cooperating Exchanging Party”) shall cooperate with and any escrow holder or exchange facilitator selected by the Requesting Exchanging Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an effecting a qualifying exchange of like-kind property pursuant to or exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that undertaken by the Requesting Party’s rights under this Agreement Exchanging Party with respect to all the Property, either through assignment of this Agreement by the Exchanging Party to a qualified intermediary or through other means determined by the Exchanging Party, and the non-Exchanging Party shall execute such documents as may be reasonably requested by the Exchanging Party provided that such documents shall not increase the non-Exchanging Party’s obligations over those otherwise contained in this Contract. Neither party makes any portion representation regarding qualification of any exchange under Section 1031 of the real property subject Internal Revenue Code and shall not be liable to the Exchanging Party in any manner whatsoever if the exchange completed in accordance with this Section 11.10 does not qualify for any reason under Section 1031 of the Internal Revenue Code. The Exchanging Party hereby agrees to indemnify, defend and hold the non-Exchanging Party harmless from and against all costs, expenses and liabilities incurred by the non-Exchanging Party in connection with any such exchange, to the extent the same would not have been incurred by the non-Exchanging Party in the absence of such exchange. Notwithstanding anything in this Section to the contrary, it is a condition precedent to the non-Exchanging Party’s obligation to cooperate with the Exchanging Party in any such exchange that: (i) no material change to the terms of this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for results therefrom, (ii) the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating non-Exchanging Party shall not be required to take acquire or hold title to any other real property for the purpose of consummating the exchange, and (iii) consummation or accomplishment of such an exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, condition precedent or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate a condition subsequent to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable either party’s obligations under this Agreement and indemnify shall not delay the Cooperating Party from any liability in connection with such 1031 ExchangeClosing.

1031 Exchange. Upon Seller and ▇▇▇▇▇ acknowledge that the request of a electing party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing may elect to effect the sale and purchase of the Property in accordance with this Agreement so as to qualify such transaction Premises as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code Code, providing the electing party utilizes the services of 1986, as amended (a “qualified intermediary” as defined in the Treasury Regulation ‘1.103.(k)-(g)(4)(iii) (“intermediary”) to effectuate such Section 1031 Exchange”), including, without limitation, agreeing exchange and will cooperate in the accomplishment of that purpose provided only that (i) the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party other party shall not be required to take be vested in title to any parcel other than the Property, (ii) the other party shall incur no liability or expense beyond those inherent in an acquisition of the Premises for a cash payment nor be delayed in the Closing, (iii) the electing party shall have given the other party notice of its intentions to close this transaction as an exchange propertynot less than five (5) days prior to the Closing; such notice shall be given by either certified mail, postage prepaid, return receipt requested, facsimile or overnight delivery by a nationally recognized service. The electing party may assign this Agreement to an Intermediary without the other parties consent for purposes of effectuating a 1031 exchange. Notwithstanding an assignment to or substitution of the Intermediary to act in place of the electing party, the Cooperating Party will not be required electing party agrees to agree to or assume any covenantunconditionally guarantee the full and timely performance by the intermediary of the representations, obligation or liability warranties, obligations and undertakings of the Intermediary regarding a Section 1031 exchange, and in connection therewiththe event of a breach, the Closing hereunder shall not be delayed other party may proceed directly against the electing party without the need to join the Intermediary. The other party agrees to execute such documents as are reasonably necessary or appropriate and to otherwise cooperate with the electing party to effectuate a result ofSection 1031 exchange, or conditioned upon, and the electing party of such Section 1031 Exchange, the Requesting Party shall pay all costs associated with exchange except insofar as such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate liability is attributable to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any failure of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 Exchangeperform as required hereunder.

1031 Exchange. Upon Subject to any consent required to be obtained from the request of a Senior Lender, either party hereto (the “Requesting Party”)may elect to seek to structure its purchase or sale, the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale as applicable, of the Property in accordance with this Agreement so Subject Interest as to qualify such transaction as an a tax-deferred exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986Code, as amended and the treasury regulations promulgated thereunder (a “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) neither party shall be required to incur any additional liabilities or financial obligations as a consequence of such cooperation, (ii) neither party shall be relieved of its obligations, representations or warranties under this Agreement, and (iii) any attempt to structure an acquisition or sale of the Subject Interests as a 1031 Exchange shall not be a condition to, and shall not delay or extend, the Closing. Additionally, in connection with any 1031 Exchange, neither party shall be required to acquire title to any other 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 save, protect, defend, indemnify and hold the other harmless from any and all losses, costs, claims, liabilities, penalties, and expenses, including, without limitation, agreeing that reasonable attorneys’ fees, fees of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement non-exchanging party may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; providedexposed, however, the Cooperating Party shall not be required to take title due to any exchange property, attempt to structure the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed transaction as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 Exchange.

1031 Exchange. Upon Seller and Buyer acknowledge that the request of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting electing Party in Closing may elect to effect the sale and purchase of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code Code, provided the electing Party utilizes the services of 1986, a "qualified intermediary" as amended defined in Treasury Regulation § 1.1031(k)-(g)(4)(iii) (a “"Intermediary") to effectuate such Section 1031 Exchange”), including, without limitation, agreeing exchange and will cooperate in the accomplishment of that purpose provided only that (i) the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating other Party shall not be required to take be vested in title to any parcel other than the Property, (ii) the other Party shall incur no liability or expense beyond those inherent in an acquisition of the Property for a cash payment nor be delayed in the Closing, (iii) the electing Party shall have given the other Party notice of its intentions to close this transaction as an exchange propertynot less than 15 business days prior to the Closing. The electing Party may assign this Agreement to an Intermediary without the other Party's consent for purposes of effectuating a 1031 exchange. Notwithstanding an assignment to or substitution of the Intermediary to act in place of the electing Party, the Cooperating electing Party will not be required agrees to agree to or assume any covenantunconditionally guarantee the full and timely performance by the Intermediary of the representations, obligation or liability warranties, obligations and undertakings of the Intermediary regarding a Section 1031 exchange, and in connection therewiththe event of breach, the Closing hereunder shall not be delayed other Party may proceed directly against the electing Party without the need to join the Intermediary. The other Party agrees to execute such documents as are reasonably necessary or appropriate and to otherwise cooperate with the electing Party to effectuate a result ofSection 1031 exchange, or conditioned upon, and the electing Party of such Section 1031 Exchange, exchange indemnifies the Requesting other Party shall pay all costs associated with against liability arising from the 1031 exchange except insofar as such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate liability is attributable to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any failure of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under perform as required by this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 ExchangeSection.